10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission files number     001-13133

BBX CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	65-0507804 (I.R.S. Employer Identification No.)
401 East Las Olas Boulevard Fort Lauderdale, Florida (Address of principal executive offices)	33301 (Zip Code)

(954) 940-4000

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.   [X] YES   [   ] NO

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 (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   [X] YES  [ ] NO

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

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Small reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   [   ] YES   [X] NO

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

Title of Each Class	Outstanding at August8, 2013
Class A Common Stock, par value $0.01 per share	15,609,964
Class B Common Stock, par value $0.01 per share	195,045

TABLE OF CONTENTS
		Page
Part I.	FINANCIAL INFORMATION
Reference
Item 1.	Financial Statements	3-36
	Consolidated Statements of Financial Condition - June 30, 2013 and December 31,	3
	2012 - Unaudited
	Consolidated Statements of Operations - For the Three and Six Months Ended June	4
	30, 2013 and 2012 - Unaudited
	Consolidated Statements of Comprehensive Loss - For the Three and Six Months	5
	Ended June 30, 2013 and 2012 - Unaudited
	Consolidated Statements of Stockholders' Equity (Deficit) - For the Six	6
	Months Ended June 30, 2013 and 2012 - Unaudited
	Consolidated Statements of Cash Flows - For the Six Months Ended June 30, 2013	7
	and 2012 - Unaudited
	Notes to Consolidated Financial Statements - Unaudited	8-36
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37-51
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	52
Item 4.	Controls and Procedures	52
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	54
Item 6.	Exhibits	54
	Signatures	55

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED

		June 30,	December 31,
(In thousands, except share data)		2013	2012
ASSETS
Cash and interest bearing deposits in banks ($6,817 and $6,615 in Variable Interest Entity ("VIE"))	$	21,785	62,873
Tax certificates held for sale ($494 in VIE)		494	-
Tax certificates ($892 and $3,389,  net of allowance of $435 and $3,559 in VIE)		892	3,389
Loans held for sale ($15,965 and $20,052 in VIE)		18,997	24,748
Loans receivable, net of allowance for loan losses of $5,244  and $5,311 ($179,726 and $242,506, net of allowance of $4,373 and $4,003 in VIE)		227,124	292,562
Investment in Woodbridge Holdings, LLC		80,140	-
Real estate owned ($25,821 and $21,997 in VIE)		73,936	82,161
Properties and equipment, net ($12,726 and $0 in VIE)		13,735	1,096
Other assets ($925 and $1,649 in VIE)		4,928	3,874
Total assets	$	442,031	470,703
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
BB&T preferred interest in FAR, LLC ($154,478 and $196,877 in VIE)	$	154,478	196,877
Note payable to Woodbridge Holdings, LLC		11,750	-
Notes payable		10,400	10,301
Other liabilities ($13,418 and $13,603 in VIE)		20,008	23,201
Total liabilities		196,636	230,379
Commitments and contingencies (Note 10)
Stockholders' Equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding		-	-
Class A common stock, $.01 par value, authorized 25,000,000
shares; issued and outstanding 15,609,964 and 15,577,464 shares		155	155
Class B common stock, $.01 par value, authorized 1,800,000
shares; issued and outstanding 195,045 and 195,045 shares		2	2
Additional paid-in capital		345,549	331,097
Accumulated deficit		(100,311)	(90,930)
Total stockholders' equity		245,395	240,324
Total liabilities and stockholders' equity	$	442,031	470,703
See Notes to Consolidated Financial Statements - Unaudited

3

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

		For the Three Months		For the Six Months
		Ended June 30,		Ended June 30,
(In thousands, except share and per share data)		2013	2012	2013	2012
Revenues:
Interest income	$	2,373	7,287	5,418	15,622
Income from unconsolidated companies		-	119	-	239
Net gains on the sales of assets		2,188	70	4,250	464
Other		393	12	885	96
Total revenues		4,954	7,488	10,553	16,421
Expenses:
BB&T's priority return in FAR distributions		906	-	1,919	-
Interest expense		334	4,126	503	8,293
Provision for (reversals of) loan losses		172	(627)	931	(1,392)
Employee compensation and benefits		3,092	4,269	6,435	9,528
Occupancy and equipment		489	1,691	731	3,859
Professional fees		1,206	3,239	3,369	9,436
Asset impairments		2,977	824	5,142	2,828
Other		2,069	2,326	4,346	5,400
Total expenses		11,245	15,848	23,376	37,952
Equity earnings in Woodbridge Holdings, LLC		3,442	-	3,442	-
Loss from continuing operations before income taxes		(2,849)	(8,360)	(9,381)	(21,531)
Provision for income taxes		-	-	-	1
Loss from continuing operations		(2,849)	(8,360)	(9,381)	(21,532)
Discontinued operations
Loss from discontinued operations		-	(3,947)	-	(4,983)
Provision for income taxes		-	-	-	-
Loss from discontinued operations		-	(3,947)	-	(4,983)
Net loss	$	(2,849)	(12,307)	(9,381)	(26,515)
Basic loss per share
Continuing operations	$	(0.18)	(0.53)	(0.59)	(1.37)
Discontinued operations		-	(0.25)	-	(0.32)
Basic loss per share	$	(0.18)	(0.78)	(0.59)	(1.69)
Diluted loss per share
Continuing operations	$	(0.18)	(0.53)	(0.59)	(1.37)
Discontinued operations		-	(0.25)	-	(0.32)
Diluted loss per share	$	(0.18)	(0.78)	(0.59)	(1.69)
Basic weighted average number
of common shares outstanding		15,805,009	15,700,108	15,795,492	15,679,683
Diluted weighted average number
of common and common
equivalent shares outstanding		15,805,009	15,700,108	15,795,492	15,679,683
See Notes to Consolidated Financial Statements - Unaudited

4

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - UNAUDITED

		For the Three Months		For the Six Months
		Ended June 30,		Ended June 30,
(In thousands, except share and per share data)		2013	2012	2013	2012
Net loss	$	(2,849)	(12,307)	(9,381)	(26,515)
Other comprehensive loss, net of tax:
Unrealized loss on securities available for sale, net of tax		-	(60)	-	(584)
Reclassification adjustments		-	-	-	-
Other comprehensive loss, net of tax		-	(60)	-	(584)
Comprehensive loss	$	(2,849)	(12,367)	(9,381)	(27,099)
See Notes to Consolidated Financial Statements - Unaudited

5

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2013 - UNAUDITED

					Accumulated
			Additional		Other	Total
		Common	Paid-in	(Accumulated	Comprehensive	Stockholders'
(In thousands)		Stock	Capital	Deficit)	Loss	(Deficit) Equity
BALANCE, DECEMBER 31, 2011	$	156	329,995	(326,692)	(20,385)	(16,926)
Net loss		-	-	(26,515)	-	(26,515)
Other comprehensive loss		-	-	-	(584)	(584)
Share based compensation expense		1	268	-	-	269
BALANCE, JUNE 30, 2012	$	157	330,263	(353,207)	(20,969)	(43,756)
BALANCE, DECEMBER 31, 2012	$	157	331,097	(90,930)	-	240,324
Net loss		-	-	(9,381)	-	(9,381)
Investment in Woodbridge Holdings, LLC		-	13,337	-	-	13,337
Share based compensation expense		-	1,115	-	-	1,115
BALANCE, JUNE 30, 2013	$	157	345,549	(100,311)	-	245,395
See Notes to Consolidated Financial Statements - Unaudited

6

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

		For the Six Months
		Ended June 30,
(In thousands)		2013	2012
Net cash (used in) provided by operating activities	$	(8,873)	14,856
Investing activities:
Proceeds from redemption of tax certificates		1,514	22,526
Purchase of tax certificates		(31)	(765)
Proceeds from maturities of securities available for sale		-	12,287
Proceeds from maturities of interest bearing deposits		496	5,655
Redemptions of FHLB stock		-	9,980
Net repayments of loans		41,479	230,632
Proceeds from the sales of loans
transferred to held for sale		1,100	1,000
Proceeds from sales of real estate owned		22,496	20,553
Purchases of office property and equipment		(21)	(81)
Proceeds from the sale of office properties
and equipment		-	1,168
Investment in real estate joint venture		(1,300)	-
Investment in Woodbridge Holdings, LLC		(60,404)	-
Return of Woodbridge Holdings, LLC investment		5,351	-
Net cash provided by investing activities		10,680	302,955
Financing activities:
Net increase in deposits		-	170,446
Repayment of BB&T preferred interest in FAR, LLC		(42,399)	-
Net cash (used in) provided by financing activities		(42,399)	170,446
(Decrease) increase in cash and cash equivalents		(40,592)	488,257
Cash and cash equivalents at the beginning of period		62,377	764,636
Change in cash and cash equivalents held for sale		-	(59,431)
Cash and cash equivalents at end of period	$	21,785	1,193,462
Cash paid (received) for:
Interest on borrowings and deposits	$	2,309	6,583
Supplementary disclosure of non-cash investing and
financing activities:
Loans and tax certificates transferred to REO		14,086	21,887
Loans transferred to property and equipment		12,834	-
Tax certificates transferred to tax certificates held for sale		494	-
Note payable issued in connection with the investment in Woodbridge Holdings, LLC		11,750	-
Increase in additional paid-in-capital associated with the investment in Woodbridge Holdings, LLC		13,337	-
Loans receivable transferred to loans held-for-sale		-	16,140
See Notes to Consolidated Financial Statements - Unaudited

7

BBX Capital Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1.  Presentation of Interim Financial Statements

Basis of Financial Statement Presentation –BBX Capital Corporation is referred to herein as the “Parent Company” or “BBX Capital” and, together with its subsidiaries, is referred to as “the Company”, “we”, “us,” or “our”.  BBX Capital was organized under the laws of the State of Florida in 1994. We are a Florida-based company, involved in the ownership, financing, acquisition, development and management of real estate and real estate related assets and operating businesses. In April 2013, BBX Capital acquired a 46% equity interest in Woodbridge Holdings, LLC (“Woodbridge”).  Woodbridge’s principal asset is its ownership of Bluegreen Corporation and its subsidiaries (“Bluegreen”).  Bluegreen is a vacation ownership company with 170,000 owners and over 61 owned or managed resorts.  BFC Financial Corporation (“BFC”), the controlling shareholder of the Company, owns the remaining 54% of Woodbridge.

On May 7, 2013, BBX Capital entered into a definitive merger agreement (the “Merger Agreement”) with BFC and BBX Merger Sub, LLC, a newly formed wholly owned subsidiary of BFC (“Merger Sub”). The Merger Agreement provides for BBX Capital to merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company of the Merger and a wholly owned subsidiary of BFC. Under the terms of the Merger Agreement, which has been approved by a special committee comprised of the Company’s independent directors (the “Special Committee”) as well as the full boards of directors of both BFC and the Company, the Company’s shareholders (other than BFC and shareholders of the Company who exercise and perfect their appraisal rights in accordance with Florida law) will be entitled to receive 5.39 shares of BFC’s Class A Common Stock in exchange for each share of the Company’s Class A Common Stock that they hold at the effective time of the Merger (as such exchange ratio may be adjusted in accordance with the terms of the Merger Agreement, the “Exchange Ratio”). Each option to acquire shares of the Company’s Class A Common Stock that is outstanding at the effective time of the Merger, whether or not then exercisable, will be converted into an option to acquire shares of BFC’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the Merger, except that the number of shares which may be acquired upon exercise of the option will be multiplied by the Exchange Ratio and the exercise price of the option will be divided by the Exchange Ratio. In addition, each share of the Company’s Class A Common Stock subject to a restricted stock award outstanding at the effective time of the Merger will be converted into a restricted share of BFC’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the Merger, except that the number of shares subject to the award will be multiplied by the Exchange Ratio.  Consummation of the Merger is subject to certain closing conditions, including, without limitation, the approval of BFC’s and the Company’s respective shareholders, BFC’s Class A Common Stock being approved for listing on a national securities exchange (or interdealer quotation system of a registered national securities association) at the effective time of the Merger, holders of not more than 10% of the Company’s Common Stock exercising appraisal rights, and the absence of any “Material Adverse Effect” (as defined in the Merger Agreement) with respect to either the Company or BFC.

The Company has two classes of common stock, Class A Common Stock and Class B Common Stock. Holders of the Class A common stock are entitled to one vote per share, which in the aggregate represents 53% of the combined voting power of the Class A common stock and the Class B common stock. Class B common stock represents the remaining 47% of the combined vote. BFC currently owns 100% of the Company’s Class B common stock and 53% of the Company’s outstanding Class A common stock, which represents 53% of the Company’s aggregate outstanding common stock and 73% of the voting power of the Company’s common stock. 

BBX Capital’s principal asset until July 31, 2012 was its investment in BankAtlantic and its subsidiaries (“BankAtlantic”). BankAtlantic was a federal savings bank headquartered in Fort Lauderdale, Florida and provided traditional retail banking services and a wide range of commercial banking products and related financial services through a broad network of community branches located in Florida.  On July 31, 2012, BBX Capital completed the sale to BB&T Corporation (“BB&T”) of all of the issued and outstanding shares of capital stock of BankAtlantic (the stock sale and related transactions described below are collectively referred to as the “BB&T Transaction”).

Pursuant to the terms of the BB&T Transaction, BankAtlantic formed BBX Capital Asset Management, LLC (“CAM”) and Florida Asset Resolution Group, LLC (“FAR”). BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and real estate owned that had an aggregate carrying value on BankAtlantic’s Consolidated Statement of Financial Condition of approximately $346 million as of July 31, 2012 (the date the BB&T Transaction was consummated).  FAR assumed all liabilities related to these assets.  BankAtlantic also contributed $50 million of cash to FAR on July 31, 2012.  Prior to the closing of the BB&T Transaction, BankAtlantic distributed all of the membership

8

BBX Capital Corporation and Subsidiaries

interests in FAR to the Company.  At the closing of the BB&T Transaction, the Company transferred to BB&T 95% of the outstanding preferred membership interests in FAR in connection with BB&T’s assumption of the Company’s then outstanding trust preferred securities (“TruPS”) obligations. The Company continues to hold the remaining 5% of FAR’s preferred membership interests. BB&T will hold its 95% preferred interest in the net cash flows of FAR until such time as it has recovered $285 million in preference amount plus a priority return of LIBOR + 200 basis points per annum on any unpaid preference amount. At that time, BB&T’s interest in FAR will terminate, and the Company will thereafter be entitled to any and all residual proceeds from FAR through its ownership of FAR’s Class R units. The Company entered into an incremental $35 million guarantee in BB&T’s favor to further assure BB&T’s recovery of the $285 million preferred interest within seven years.  At June 30, 2013, BB&T’s preferred interest in FAR was approximately $154.5 million.  In August 2013, FAR received full payment on a $19.7 million commercial real estate loan which, upon declaration of a dividend by the FAR Board of Managers, will further reduce BB&T’s preferred membership interest in FAR.

Prior to the closing of the BB&T Transaction, BankAtlantic contributed to CAM certain non-performing commercial loans, commercial real estate owned and previously written-off assets that had an aggregate carrying value on BankAtlantic’s Consolidated Statement of Financial Condition of $125 million as of July 31, 2012.  CAM assumed all liabilities related to these assets.  BankAtlantic also contributed $82 million of cash to CAM on July 31, 2012.  Prior to the closing of the BB&T Transaction, BankAtlantic distributed all of the membership interests in CAM to the Company.  CAM remains a wholly-owned subsidiary of the Company. 

BankAtlantic’s historical Community Banking, Investment, Capital Services and Tax Certificate reporting units are reflected as “Discontinued Operations” in the Company’s unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2012.  The Company has continued to service and manage and may originate commercial loans following the sale of BankAtlantic to BB&T. As a result, the historical operations for BankAtlantic’s commercial lending reporting unit are included in the Company’s unaudited Consolidated Statement of Operations as continuing operations for the three and six months ended June 30, 2012.  The Consolidated Statement of Stockholders’ Equity (Deficit), Consolidated Statements of Comprehensive Loss and Consolidated Statement of Cash Flows remain unchanged from the historical presentation for the six months ended June 30, 2012.

The Company’s consolidated financial statements have been prepared on a going concern basis, which reflects the realization of assets and the repayments of liabilities in the normal course of business.

Included in cash and due from banks in the Company’s Consolidated Statement of Financial Condition as of December 31, 2012 was $0.5 million of time deposits with other banks. These time deposits had original maturities of greater than 90 days and accordingly are not considered cash equivalents.

All significant inter-company balances and transactions have been eliminated in consolidation.  Throughout this document, the term “fair value” in each case is an estimate of fair value as discussed herein.

In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) as are necessary for a fair statement of the Company's consolidated financial condition at June 30, 2013, the consolidated results of operations and consolidated statement of comprehensive loss for the three and six months ended June 30, 2013 and 2012, and the consolidated stockholders' equity (deficit) and cash flows for the six months ended June 30, 2013 and 2012.  The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of results of operations that may be expected for subsequent interim periods during 2013 or for the year ended December 31, 2013.  The consolidated financial statements and related notes are presented as permitted by Form 10-Q and should be read in conjunction with the consolidated financial statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

Certain amounts for prior years have been reclassified to conform to the revised financial statement presentation for 2013.

Subsequent Events - In June 2013, CAM entered into a settlement agreement with respect to litigation between CAM and Daniel S. Catalfumo and certain members of his family and affiliated entities (collectively, “Catalfumo”) relating to the Company’s lending relationship with Catalfumo. Pursuant to the terms of the settlement agreement, Catalfumo has agreed to pay CAM $25 million in cash and to transfer to CAM certain properties with an aggregate carrying value of $10.3 million as of June 30, 2013. Interest on the $25 million payment accrues at a rate of 12% per annum from August 5, 2013 through the date of payment. Catalfumo has also agreed to pay CAM an additional $5 million in cash by May 20, 2014. Catalfumo, at its discretion, may elect to make the $5 million payment on or before November 20, 2013. If the $5 million

9

BBX Capital Corporation and Subsidiaries

cash payment is not made by November 20, 2013, such payment will accrue interest at a rate of 4.75% per annum from May 20, 2013 through the date of payment.  There is no assurance that Catalfumo will make the agreed upon payments and transfers in accordance with the terms of the settlement agreement, or at all.  If Catalfumo does not comply with the terms of the settlement agreement CAM would proceed with its litigation against Catalfumo.

2. Acquisitions

On April 2, 2013, the Company  invested$71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The investment was made in connection with Woodbridge’s acquisition on April 2, 2013 of the publicly held shares of Bluegreen. BFC holds the remaining 54% of Woodbridge’s outstanding equity interests. The Company’s investment in Woodbridge consisted of $60.4 million in cash (including $0.4 million in transaction costs) and a promissory note in Woodbridge’s favor in the principal amount of $11.75 million (the “Note”). The Note has a term of five years, accrues interest at a rate of 5% per annum and requires the Company to make payments of interest only on a quarterly basis during the term of the Note, with all outstanding amounts being due and payable at the end of the five-year term. In connection with the Company’s investment in Woodbridge, the Company and BFC entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company’s and BFC’s respective rights as members of Woodbridge and provides, among other things, for unanimity on certain specified “major decisions” and for distributions to be made on a pro rata basis in accordance with the Company’s and BFC’s percentage equity interests in Woodbridge.

The Company’s investment in Woodbridge is accounted for on the equity method.  Under the equity method, an investment is shown on the Statement of Financial Condition of an investor as a single amount and an investor’s share of earnings or losses from its investment is shown in the Statement of Operations as a single amount.  The investment is initially measured at cost and adjusted for the investor’s share of the earnings or losses of the investee as well as dividends received from the investee.  The investor recognizes its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements rather than in the period in which an investee declares a dividend.

The Company’s investment in Woodbridge was accounted for as a transaction between entities under common control as BFC is the controlling shareholder of the Company and Woodbridge.  As a consequence, the investment in Woodbridge was recorded by the Company at BFC’s historical costs and the difference between 46% of BFC’s historical cost in Woodbridge ($85.1 million) and the amount the Company invested in Woodbridge ($71.75 million) was recognized as an increase in additional paid-in capital ($13.34 million) in the Company’s financial statements.

The following are the components of the Company’s initial investment in Woodbridge and the adjustments to the investment in Woodbridge under the equity method from the date of the investment (April 2, 2013) through June 30, 2013 (in thousands).

Cash to Woodbridge	$	60,404
Note payable to Woodbridge		11,750
Increase in additional paid-in capital		13,337
Investment in Woodbridge - April 2, 2013		85,491
Equity earnings in Woodbridge		3,442
Dividends received from Woodbridge		(8,793)
Investment in Woodbridge - June 30, 2013	$	80,140

10

BBX Capital Corporation and Subsidiaries

The following is Woodbridge’s summarized Consolidated Statement of Financial Condition as of June 30, 2013:

Woodbridge Holdings, LLC
Consolidated Statements of Financial Condition  -Unaudited
(In thousands)
		June 30,
		2013
Assets
Cash and cash equivalents	$	114,042
Restricted cash		65,529
Notes receivable, net		469,981
Inventory of real estate		193,030
Property and equipment, net		59,557
Intangible assets		64,256
Other assets		69,082
Total assets	$	1,035,477
Liabilities and Equity
Accounts payable, accrued liabilities and other		115,879
Deferred tax liability, net		70,204
Receivable-backed notes payable		413,061
Notes and mortgage notes payable		88,504
Junior subordinated debentures		146,118
Total liabilities		833,766
Equity
Total Woodbridge members' equity		173,387
Note receivable - BBX Capital		(11,750)
Noncontrolling interest		40,074
Total equity		201,711
Total liabilities and shareholders' equity	$	1,035,477

11

BBX Capital Corporation and Subsidiaries

The following is Woodbridge’s summarized Consolidated Statement of Operations from April 2, 2013 through June 30, 2013:

Woodbridge Holdings, LLC
Consolidated Statements of Operations - Unaudited
	(In thousands)
	Revenues:
	Total revenues	$	131,876
	Costs and expenses:
	Total costs and expenses		115,381
	Other income		358
	Income from continuing operations before taxes		16,853
	Provision for income taxes		(5,540)
	Income from continuing operations		11,313
	Discontinued operations:
	(Loss) from discontinued operations, net of taxes		(78)
	Net income		11,235
	Net income attributable to noncontrolling interest		(3,752)
	Net income attributable to Woodbridge		7,483
	BBX Capital equity interest in Woodbridge		46%
	Equity earnings in Woodbridge	$	3,442

During April 2013, FAR acquiredtwo climate controlled storage facilities located in Fort Lauderdale, Florida in connection with the foreclosure of loans secured by these properties.  FAR decided to retain and, with BBX Capital’s assistance,manage these facilities and upon foreclosure recorded the facilities in properties and equipment in the Company’s Statement of Financial Condition measured at an estimated aggregate fair value of $12.8 million.

3.  Discontinued Operations

BankAtlantic’s fivereporting units each reflected a component of the BankAtlantic entity and was the lowest level for which cash flows could be clearly distinguished, operationally and for financial reporting purposes.  These five components were Community Banking, Commercial Lending, Tax Certificates, Investments, and Capital Services.   Based on the terms of the sale of BankAtlantic to BB&T, the Company determined that the Community Banking, Investments, Capital Services and Tax Certificates reporting units should be treated as discontinued operations.  The Company sold all operations and the majority of the assets and liabilities of these discontinued reporting units to BB&T upon consummation of the BB&T Transaction on July 31, 2012.  Management does not intend to continue in any material respect any activities of or have any continuing involvement with these reporting units.  Although certain assets of the Commercial Lending reporting unit were sold to BB&T, the Company has continued Commercial Lending reporting unit activities resulting in the Company including the Commercial Lending reporting unit in continuing operations in the Company’s Statements of Operations.

Pursuant to the sale to BB&T, in addition to certain assets associated with the Company’s continuing Commercial Lending reporting unit, FAR also retained certain assets and liabilities that were associated with the Company’s disposed reporting units (Community Banking, Tax Certificates, Investments, and Capital Services reporting units). The Company determined that the ongoing cash flows relating to the retained assets of the disposed reporting units expected in future periods were not significant relative to the historical cash flows from the activities of each reporting unit; therefore, the income and expenses associated with the disposed reporting units are reported in discontinued operations for the three and six months ended June 30, 2012.  The results of operations and cash flows associated with the retained assets associated with the disposed reporting units were included in continuing operations for the threeand six months ended June 30, 2013.  

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The income  from Community Banking, Investments, Capital Services and Tax Certificates reporting units included in discontinued operations for the three and six months ended June 30, 2012 was as follows (in thousands):

		For the Three	For the Six
		Months Ended	Months Ended
		June 30, 2012	June 30, 2012
Net interest income	$	14,676	32,149
Provision for loan losses		7,301	16,518
Net interest income after
provision for loan losses		7,375	15,631
Total non-interest income		14,733	32,257
Total non-interest expense (1)		26,055	52,871
Loss from discontinued operations
before provision for income taxes		(3,947)	(4,983)
Provision for income taxes		-	-
Loss from discontinued operations	$	(3,947)	(4,983)

(1) General corporate overhead was allocated to continuing operations.

4.  Variable Interest Entity - FAR

In consideration for BB&T assuming the Company’s $285.4 million in principal amount of TruPS, BB&T received from the Company at the closing of the BB&T Transaction a 95% preferred membership interest in the net cash flows of FAR until such time as it has recovered $285 million in preference amount plus a priority return of LIBOR + 200 basis points per annum.  At that time, BB&T’s interest in FAR will terminate, and the Company, which initially holds a 5% preferred membership interest in the net cash flows of FAR, will thereafter be entitled to any and all residual proceeds. The Company provided BB&T with an incremental $35 million guarantee to further assure BB&T’s recovery of the $285 million preference amount within seven years.  At June 30, 2013, BB&T’s preferred interest in FAR has been reduced to approximately $154.5 million.  In August 2013, FAR received full payment on a $19.7 million commercial real estate loan which, upon declaration of a dividend by the FAR Board of Managers, will further reduce BB&T’s preferred membership interest in FAR.

The Company’s variable interests in FAR include its 5%  preferred membership interest in the cash flows of FAR, rights to all residual cash flows after satisfaction of the preferred membership interests, and the incremental $35 million guarantee in favor of BB&T.  The Company also services approximately $20 million of FAR commercial loans,$12.7 million of FAR’s properties and equipment and $7.2 million of FAR’s real estate owned.  The Company has a right of first refusal to acquire certain FAR commercial loans. It can also purchase certain commercial loans on a basis established in FAR’s operating agreement. 

The Company analyzed FAR’s amended and restated limited liability agreement and determined that it was the primary beneficiary and therefore should consolidate FAR in its financial statements. This conclusion was based primarily on the determination that the Company has the right to receive any appreciation of the assets of FAR through its rights to the residual cash flows of FAR and has the obligation to absorb losses as well as its obligation under the incremental $35 million guarantee to BB&T assuring the repayment of BB&T’s preferred interest in FAR. Also contributing to the Company’s determination that it was the primary beneficiary of FAR was its ability to direct the activities relating to the commercial loans that it services, its ability to purchase certain commercial loans, and its right of first refusal in connection with the disposition of certain commercial loans. 

BB&T’s preferred equity interest in FAR only entitles it to a  $285 million preference amount plus the related priority return.  Based on the amended and restated limited liability company agreement, FAR is required to make quarterly distributions, or more frequently as approved by FAR’s Board of Managers, of excess cash flows from its operations and the

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BBX Capital Corporation and Subsidiaries

orderly disposition of its assets to redeem the preferred membership interests in FAR.  As such, the Class A units, which represent the preferred interest in FAR, are considered mandatorily redeemable and are reflected as debt obligations in the Company’s Consolidated Statement of Financial Condition and the priority return is considered interest expense in the Company’s Consolidated Statements of Operations.

The activities of FAR are governed by the amended and restated limited liability company agreement which grants the Board of Managers management authority over FAR.  The Board has four members, two members elected by the Company and two members elected by BB&T.  Any action on matters before the Board requires three of the members’ approval.  BB&T members will resign from the Board upon the redemption of its preferred interest in FAR. 

The carrying amount of the assets and liabilities of FAR and the classification of these assets and liabilities in the Company’s Consolidated Statements of Financial Condition was as follows (in thousands):

		June 30,	December 31,
		2013	2012
Cash and interest bearing deposits in banks	$	6,817	6,615
Tax certificates held for sale		494	-
Tax certificates, net		892	3,389
Loans held for sale		15,965	20,052
Loans receivable, net		179,726	242,506
Real estate owned		25,821	21,997
Office properties and equipment		12,726	-
Other assets		925	1,649
Total assets	$	243,366	296,208
BB&T preferred interest in FAR, LLC	$	154,478	196,877
Other liabilities		13,418	13,603
Total liabilities	$	167,896	210,480

Until BB&T’s preference amount is repaid, the proceeds from the monetization of FAR’s assets are restricted to  payments of expenses, including the priority return and estimated working capital requirements of FAR, and the repayment of FAR’s preferred membership interests. FAR currently anticipates making distributions at least quarterly.  The Company will receive 5% of such distributions from the monetization of FAR’s assets, net of expenses. FAR finances its activities through revenues from principal and interest payments received on, and the monetization of, its assets.  

The Company’s maximum loss exposure in FAR if all of FAR’s assets were deemed worthless would have been  $111 million as of June 30, 2013, consisting of $76 million of net assets plus the $35 million incremental guarantee.

5.  Liquidity Considerations

The Company’s cash at banks was $15.0 million at June 30, 2013. This does not include $6.8 million of cash held in FAR.  The Company had $7.3 million of current liabilities as of June  30,  2013.  The Company’s principal source of liquidity is its cash holdings, funds obtained from payments on and sales of its loans, loan payoffs, sales of real estate owned, income from income producing real estate, and distributions received from FAR and Woodbridge. While FAR is consolidated in the Company’s financial statements, the cash held in FAR and generated from its assets will be used primarily to pay FAR’s operating expenses and to pay BB&T’s 95% preferred membership interest and the related priority return and will generally not be available for distribution to the Company. The balance of BB&T’s preferred membership interest in FAR was approximately $155 million at June 30, 2013.  Based on current and expected liquidity needs and sources, the Company expects to be able to meet its liquidity needs over the next twelve months. 

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6.  Fair Value Measurement

There were no assets or liabilities measured at fair value on a recurring basis in the Company’s financial statements as of June 30, 2013 or December 31, 2012.

The following table presents major categories of assets measured at fair value on a non-recurring basis as of June 30, 2013 (in thousands):

			Fair Value Measurements Using
			Quoted prices in
			Active Markets	Significant	Significant	Total
			for Identical	Other Observable	Unobservable	Impairments (1)
		June 30,	Assets	Inputs	Inputs	For the Six
Description		2013	(Level 1)	(Level 2)	(Level 3)	Months Ended
Loans measured for
impairment using the fair value
of the underlying collateral	$	19,279	-	-	19,279	4,080
Impaired real estate owned		25,076	-	-	25,076	3,776
Impaired loans held for sale		14,653	-	-	14,653	1,190
Total	$	59,008	-	-	59,008	9,046

(1) Total impairments represent the amount of losses recognized during the six months ended June 30, 2013 on assets that were held and measured at fair value on a non-recurring basis as of June 30, 2013.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of June 30, 2013		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	19,279	Fair Value of Collateral	Appraisal	$0.1 - 9.0 million (0.4 million)
Impaired real estate owned		25,076	Fair Value of Property	Appraisal	$0.1 - 11.8 million (1.8 million)
Impaired loans held for sale		14,653	Fair Value of Collateral	Appraisal	$0.1 - 2.2 million (0.4 million)
Total	$	59,008

(1)  Range and average appraised valueswere reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

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BBX Capital Corporation and Subsidiaries

The following table presents major categories of assets measured at fair value on a non-recurring basis as of June 30, 2012 (in thousands):

			Fair Value Measurements Using
			Quoted prices in
			Active Markets	Significant	Significant	Total
			for Identical	Other Observable	Unobservable	Impairments (1)
		June 30,	Assets	Inputs	Inputs	For the Six
Description		2012	(Level 1)	(Level 2)	(Level 3)	Months Ended
Impaired real estate owned	$	27,288	-	-	27,288	3,534
Impaired loans held for sale		9,397	-	-	9,397	459
Total	$	36,685	-	-	36,685	3,993

(1)  Total impairments represent the amount of losses recognized during the six months ended June 30, 2012 on assets that were held and measured at fair value on a non-recurring basis as of June 30, 2012.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of June 30, 2012		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Impaired real estate owned	$	27,288	Fair Value of Property	Appraisal	$0.4 - 6.5 million (3.0 million)
Impaired loans held for sale		9,397	Fair Value of Collateral	Appraisal	$0.9 - 3.6 million (1.9 million)
Total	$	36,685

(1)  Range and average appraised valueswere reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

Loans Measured For Impairment

Impaired loans are generally valued based on the fair value of the underlying collateral less cost to sell. The fair value of our loans may significantly increase or decrease based on changes in property values as our loans are primarily secured by real estate.  The Company primarily uses third party appraisals to assist in measuring non-homogenous impaired loans. These appraisals generally use the market or income approach valuation technique and use market observable data to formulate an opinion of the fair value of the loan’s collateral. However, the appraiser uses professional judgment in determining the fair value of the collateral or properties, and we may also adjust these values for changes in market conditions subsequent to the appraisal date. When current appraisals are not available for certain loans, we use our judgment on market conditions to adjust the most current appraisal. The sales prices may reflect prices of sales contracts not closed, and the amount of time required to sell out the real estate project may be derived from current appraisals of similar projects. The Company generally recognizes impairment losses on homogenous loans based on third party broker price opinions or automated valuation services to obtain the fair value of the collateral less cost to sell when impaired homogenous loans become 120 days delinquent. These third party valuations from real estate professionals also use Level 3 inputs in determining fair values. The observable market inputs used to fair value loans include comparable property sales, rent rolls, market capitalization rates on income producing properties, risk adjusted discounts rates and foreclosure timeframes and exposure periods.  As a consequence, the calculation of the fair value of the collateral is considered Level 3 inputs.

Impaired Real Estate Owned

Real estate is generally valued using third party appraisals or broker price opinions. These appraisals generally use the market approach valuation technique and use market observable data to formulate an opinion of the fair value of the properties.  The market observable data typically consists of comparable property sales, rent rolls, market capitalization rates on income producing properties and risk adjusted discount rates. However, the appraisers or brokers use professional

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BBX Capital Corporation and Subsidiaries

judgments in determining the fair value of the properties and we may also adjust these values for changes in market conditions subsequent to the valuation date. As a consequence of using appraisals, broker price opinions and adjustments to appraisals, the fair values of the properties are considered Level 3 inputs.

Loans Held for Sale

Loans held for sale are valued using an income approach with Level 3 inputs as market quotes or sale transactions of similar loans are generally not available.  The fair value is estimated by discounting forecasted cash flows, using a discount rate that reflects the risks inherent in the loans held for sale portfolio.  For non-performing loans held for sale, the forecasted cash flows are based on the estimated fair value of the collateral less cost to sell adjusted for foreclosure expenses and other operating expenses of the underlying collateral until foreclosure or sale.

Financial Disclosures about Fair Value of Financial Instruments

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount		Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		June 30,	June 30,	Assets	Inputs	Inputs
Description		2013	2013	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing
deposits in banks	$	21,785	21,785	21,785	-	-
Tax certificates including tax certificates held for sale, net		1,386	1,438	-	-	1,438
Loans receivable including loans held for sale, net		246,121	269,533	-	-	269,533
Financial liabilities:
Notes payable		10,400	11,250	-	-	11,250
Note Payable Woodbridge		11,750	11,385			11,385
BB&T preferred interest in FAR		154,478	156,846	-	-	156,846

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount		Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		December 31,	December 31,	Assets	Inputs	Inputs
Description		2012	2012	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing
deposits in other banks	$	62,873	62,873	62,873	-	-
Tax certificates		3,389	3,318	-	-	3,318
Loans receivable including loans held for sale, net		317,310	316,075	-	-	316,075
Financial liabilities:
Notes payable		10,301	10,301	-	-	10,301
BB&T preferred interest in FAR		196,877	201,099	-	-	201,099

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BBX Capital Corporation and Subsidiaries

Management has made estimates of fair value that it believes to be reasonable. However, because there is no active market for many of these financial instruments, management has derived the fair value of the majority of these financial instruments using the income approach technique with Level 3 unobservable inputs. Management estimates used in its net present value financial models rely on assumptions and judgments regarding issues where the outcome is unknown and actual results or values may differ significantly from these estimates. The Company’s fair value estimates do not consider the tax effect that would be associated with the disposition of the assets or liabilities at their fair value estimates.  As such, the Company may not receive the estimated value upon sale or disposition of the asset or pay the estimated value upon disposition of the liability in advance of its scheduled maturity.

Interest-bearing deposits in other banks include $0.5 million of certificates of deposits guaranteed by the FDIC with maturities of less than one year as of December 31, 2012.  Due to the FDIC guarantee and the short-term maturity of these certificates of deposit, the fair value of these deposits approximates the carrying value.

Fair values are estimated for loan portfolios with similar financial characteristics. Loans are segregated by category, and each loan category is further segmented into performing and non-performing categories.

The fair value of performing loans is calculated by using an income approach with Level 3 inputs.  The fair value of performing loans is estimated by discounting forecasted cash flows through the estimated maturity using estimated market discount rates that reflect the interest rate risk inherent in the loan portfolio.  The fair value of non-performing collateral dependent loans is estimated using an income approach with Level 3 inputs. The fair value of non-performing loans utilizes the fair value of the collateral adjusted for operating and selling expenses and discounted over the estimated holding period.

The fair value of tax certificates is calculated using the income approach with Level 3 inputs.  The fair value is based on discounted expected cash flows using discount rates that take into account the risk of the cash flows of tax certificates relative to alternative investments.

BB&T preferred interest in FAR is considered an adjustable rate debt security.  The fair value of the security is calculated using the income approach with Level 3 inputs and was obtained by discounting forecasted cash flows by risk adjusted market interest rate spreads to the LIBOR swap curve.  The market spreads were obtained from reference data in the secondary institutional market place. 

The fair value of notes payable and note payable-Woodbridge were measured using the income approach with Level 3 inputs and was obtained by discounting the forecasted cash flows based on risk adjusted market interest rates.  

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7.  Loans Receivable

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

		June 30,	December 31,
		2013	2012
Commercial non-real estate	$	10,165	12,006
Commercial real estate:
Residential		44,893	62,523
Other		113,526	151,524
Consumer		14,573	16,907
Residential:
Residential-interest only		16,269	17,798
Residential-amortizing		32,805	36,999
Total gross loans		232,231	297,757
Adjustments:
Premiums, discounts and net deferred fees		137	116
Allowance for loan  losses		(5,244)	(5,311)
Loans receivable -- net	$	227,124	292,562

The recorded investment (unpaid principal balance less charge-offs and deferred fees) of non-accrual loans receivable was (in thousands):

		June 30,	December 31,
Loan Class		2013	2012
Commercial non-real estate	$	3,341	3,362
Commercial real estate:
Residential		43,754	60,937
Other		61,585	79,014
Consumer		6,168	7,859
Residential:
Interest only		15,254	16,115
Amortizing		28,457	28,507
Total nonaccrual loans	$	158,559	195,794

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BBX Capital Corporation and Subsidiaries

An age analysis of the past due recorded investment in loans receivable as of June 30, 2013 and December 31, 2012 was as follows (in thousands):

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
June 30, 2013		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	2,269	2,269	7,896	10,165
Commercial real estate:
Residential		62	114	32,454	32,630	12,263	44,893
Other		9,215	-	38,209	47,424	66,102	113,526
Consumer		844	180	5,494	6,518	8,055	14,573
Residential:
Residential-interest only		-	43	14,127	14,170	2,099	16,269
Residential-amortizing		705	691	23,515	24,911	7,894	32,805
Total	$	10,826	1,028	116,068	127,922	104,309	232,231

(1)  The Company had no loans that were past due greater than 90 days and still accruing interest as of June  30, 2013.

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
December 31, 2012		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	2,411	-	3,362	5,773	6,233	12,006
Commercial real estate:
Residential		842	1,716	50,634	53,192	9,331	62,523
Other		-	5,843	30,102	35,945	115,579	151,524
Consumer		677	524	7,165	8,366	8,541	16,907
Residential:
Residential-interest only		397	-	16,115	16,512	1,286	17,798
Residential-amortizing		984	1,520	28,052	30,556	6,443	36,999
Total	$	5,311	9,603	135,430	150,344	147,413	297,757

(1)  The Company had no loans that were past due greater than 90 days and still accruing interest as of December 31, 2012.

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BBX Capital Corporation and Subsidiaries

The activity in the allowance for loan losses by portfolio segment for the three months ended June 30, 2013 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,196	1,437	-	1,993	623	5,249
Charge-off :		-	(2,509)	-	(911)	(59)	(3,479)
Recoveries :		84	1,870	42	559	747	3,302
Provision:		104	174	(42)	1,084	(1,148)	172
Ending balance	$	1,384	972	-	2,725	163	5,244
Ending balance individually
evaluated for impairment	$	822	461	-	-	-	1,283
Ending balance collectively
evaluated for impairment		562	511	-	2,725	163	3,961
Total	$	1,384	972	-	2,725	163	5,244
Loans receivable:
Ending balance individually
evaluated for impairment	$	3,341	135,249	-	4,563	38,374	181,527
Ending balance collectively
evaluated for impairment	$	6,824	23,170	-	10,010	10,700	50,704
Total	$	10,165	158,419	-	14,573	49,074	232,231
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	1,100	-	-	-	1,100
Transfer to loans held for sale	$	-	-	-	-	-	-
Transfer from loans held for sale	$	-	-	-	-	-	-

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BBX Capital Corporation and Subsidiaries

The activity in the allowance for loan losses by portfolio segment for the three months ended June 30, 2012 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,359	4,212	1,020	366	210	7,167
Charge-offs:		-	(1,778)	(748)	(849)	(1,547)	(4,922)
Recoveries :		386	1,631	128	236	281	2,662
Provision :		(945)	318	-	-	-	(627)
Discontinued operations
provision:		-	-	926	654	1,293	2,873
Transfer to loans held for sale		-	-	-	-	-	-
Ending balance	$	800	4,383	1,326	407	237	7,153
Ending balance individually
evaluated for impairment	$	237	1,265	790	-	-	2,292
Ending balance collectively
evaluated for impairment		563	3,118	536	407	237	4,861
Total	$	800	4,383	1,326	407	237	7,153
Loans receivable:
Ending balance individually
evaluated for impairment	$	7,361	194,168	957	7,907	40,331	250,724
Ending balance collectively
evaluated for impairment	$	20,806	39,502	30,761	12,081	8,811	111,961
Total	$	28,167	233,670	31,718	19,988	49,142	362,685
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	-	-	-	-	-
Transfer to loans held for sale	$	-	-	-	-	-	-

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BBX Capital Corporation and Subsidiaries

The activity in allowance for loan losses by portfolio segment for the six months ended June 30, 2013 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,735	1,869	-	1,261	446	5,311
Charge-off :		-	(3,688)	-	(1,287)	(448)	(5,423)
Recoveries :		255	2,147	116	1,017	890	4,425
Provision :		(606)	644	(116)	1,734	(725)	931
Ending balance	$	1,384	972	-	2,725	163	5,244
Proceeds from loan sales	$	-	-	-	-	-	-
Transfer to held for sale	$	-	1,100	-	-	-	1,100
Transfer from loans held for sale	$	-	-	-	-	-	-

The activity in the allowance for loan losses by portfolio segment for the six months ended June 30, 2012 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	16,407	67,054	7,168	22,554	16,704	129,887
Charge-off :		(14,615)	(53,281)	(2,372)	(7,413)	(11,756)	(89,437)
Recoveries :		440	1,631	270	1,031	1,277	4,649
Provision :		465	(1,857)	-	-	-	(1,392)
Transfer to held for sale:		(1,897)	(9,164)	(4,454)	(20,639)	(12,491)	(48,645)
Discontinued operations
provision:		-	-	714	4,874	6,503	12,091
Ending balance	$	800	4,383	1,326	407	237	7,153
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	1,000	-		-	1,000
Transfer to held for sale	$	-	16,140	-	-	-	16,140

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BBX Capital Corporation and Subsidiaries

During the first quarter of 2012 the Company charged down the recorded investment of loans by $66.5 million to the fair value of the collateral less cost to sell based on OCC guidance to thrifts regarding specific valuation allowances on collateral dependent loans.  This charge down consisted entirely of the charging off of existing specific valuation allowances.  As  a specific valuation allowance was previously established for these loans, the charge-offs did not impact the provision for loan losses or the net loss during the three months ended March 31, 2012, but did reduce the Company’s allowance for loan losses and recorded investment in the loans. 

Impaired Loans -  Loans are considered impaired when, based on current information and events, the Company believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan agreement. For a loan that has been restructured, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms specified by the restructured agreement.  Impairment is evaluated based on past due status for consumer and residential loans.  Impairment is evaluated as part of the Company’s on-going credit monitoring process for commercial loans which results in the evaluation for impairment of substandard loans.  Factors considered in determining if a loan is impaired are past payment history, strength of the borrower or guarantors, and cash flow associated with the collateral or business.  If a loan is impaired, a specific valuation allowance is allocated, if necessary, based on the present value of estimated future cash flows using the loan’s existing interest rate or based on the fair value of the loan. Collateral dependent impaired loans are charged down to the fair value of collateral less cost to sell. Interest payments on impaired loans for all loan classes are recognized on a cash basis, unless collectability of the principal and interest amount is probable, in which case interest is recognized on an accrual basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. 

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BBX Capital Corporation and Subsidiaries

Impaired loans as of June 30, 2013 and December 31, 2012 were as follows (in thousands):

		As of June 30, 2013			As of December 31, 2012
			Unpaid			Unpaid
		Recorded	Principal	Related	Recorded	Principal	Related
		Investment	Balance	Allowance	Investment	Balance	Allowance
With a related allowance recorded:
Commercial non-real estate	$	3,011	4,475	822	3,032	3,287	784
Commercial real estate:
Residential		2,746	8,223	49	637	2,172	1
Other		19,744	19,744	412	27,558	39,194	836
Consumer		1,605	4,091	1,605	-	-	-
Residential:
Residential-interest only		-	-	-	-	-	-
Residential-amortizing		-	-	-	-	-	-
Total with allowance recorded	$	27,106	36,533	2,888	31,227	44,653	1,621
With no related allowance recorded:
Commercial non-real estate	$	330	635	-	330	634	-
Commercial real estate:
Residential		41,122	87,782	-	64,684	141,842	-
Other		71,751	100,416	-	84,669	118,665	-
Consumer		12,280	14,732	-	16,050	20,501	-
Residential:
Residential-interest only		15,254	26,669	-	16,421	28,808	-
Residential-amortizing		29,876	45,884	-	31,896	48,820	-
Total with no allowance recorded	$	170,613	276,118	-	214,050	359,270	-
Total:
Commercial non-real estate	$	3,341	5,110	822	3,362	3,921	784
Commercial real estate		135,363	216,165	461	177,548	301,873	837
Consumer		13,885	18,823	1,605	16,050	20,501	-
Residential		45,130	72,553	-	48,317	77,628	-
Total	$	197,719	312,651	2,888	245,277	403,923	1,621

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BBX Capital Corporation and Subsidiaries

Average recorded investment and interest income recognized on impaired loans for the three and six months endedJune  30, 2013 were (in thousands):

		For the Three Months Ended		For the Six Months Ended
		June 30, 2013		June 30, 2013
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
With an allowance recorded:
Commercial non-real estate	$	3,023	24	3,028	84
Commercial real estate:
Residential		2,746	-	3,036	-
Other		19,777	154	24,577	350
Consumer		1,870	-	1,011	-
Residential:
Residential-interest only		-	-	-	-
Residential-amortizing		-	-	-	-
Total with allowance recorded	$	27,416	178	31,652	434
With no related allowance recorded:
Commercial non-real estate	$	330	-	330	-
Commercial real estate:
Residential		42,873	75	42,467	313
Other		74,069	218	78,032	673
Consumer		12,493	66	14,032	142
Residential:
Residential-interest only		15,226	28	15,123	28
Residential-amortizing		29,852	137	29,878	233
Total with no allowance recorded	$	174,843	524	179,862	1,389
Commercial non-real estate	$	3,353	24	3,358	84
Commercial real estate		139,465	447	148,112	1,336
Small business		-	-	-	-
Consumer		14,363	66	15,043	142
Residential		45,078	165	45,001	261
Total	$	202,259	702	211,514	1,823

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BBX Capital Corporation and Subsidiaries

Average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2012 were (in thousands)

		For the Three Months Ended		For the Six Months Ended
		June 30, 2012		June 30, 2012
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
With an allowance recorded:
Commercial non-real estate	$	1,187	-	1,183	-
Commercial real estate:
Residential		8,136	73	10,309	150
Other		35,361	251	35,447	503
Small business:
Real estate		-	-	-	-
Non-real estate		958	-	959	-
Consumer		-	-	-	-
Residential:
Residential-interest only		-	-	-	-
Residential-amortizing		-	-	-	-
Total with allowance recorded	$	45,642	324	47,898	653
With no related allowance recorded:
Commercial non-real estate	$	6,954	62	6,413	80
Commercial real estate:
Residential		59,357	139	68,429	365
Other		131,434	604	142,944	1,205
Small business:
Real estate		10,659	109	10,693	215
Non-real estate		752	10	760	22
Consumer		19,140	82	19,340	163
Residential:
Residential-interest only		22,812	-	21,128	-
Residential-amortizing		39,030	32	38,877	64
Total with no allowance recorded	$	290,138	1,038	308,584	2,114
Commercial non-real estate	$	8,141	62	7,596	80
Commercial real estate		234,288	1,067	257,129	2,223
Small business		12,369	119	12,412	237
Consumer		19,140	82	19,340	163
Residential		61,842	32	60,005	64
Total	$	335,780	1,362	356,482	2,767

27

BBX Capital Corporation and Subsidiaries

Impaired loans without specific valuation allowances represent loans that were written-down to the fair value of the collateral less cost to sell, loans in which the collateral value less cost to sell was greater than the carrying value of the loan, loans in which the present value of the cash flows discounted at the loans’ effective interest rate were equal to or greater than the carrying value of the loans, or large groups of smaller-balance homogeneous loans that were collectively measured for impairment.

The Company monitors impaired collateral dependent loans and performs an impairment analysis on these loans quarterly. Generally, a full appraisal is obtained when a non-homogeneous real estate loan is initially evaluated for impairment and an updated full appraisal is obtained within one year from the prior appraisal date, or earlier if management deems it appropriate based on significant changes in market conditions.  In instances where a property is in the process of foreclosure, an updated appraisal may be postponed beyond one year, as an appraisal is required on the date of foreclosure; however, such loans remain subject to quarterly impairment analyses and adjustments.  Included in total impaired loans as of June 30, 2013 was  $119.9 million of collateral dependent loans, of which $116.4 million were measured for impairment using current appraisals and $3.5 million were measured by adjusting appraisals,  as appropriate, to reflect changes in market conditions subsequent to the last appraisal date.  The loans that did not have current appraisalswere adjusted down by an aggregate amount of $0.8 millionbased on changes in market conditions.

Credit Quality Information

Delinquency trends, net charge-off levels, levels of impaired loans, current loan to value ratios, credit scores and general economic conditions are monitored in an effort to assess loan credit quality. The Company assesses commercial loan credit quality throughaccrual and non-accrual loan classifications. Commercial loans are generally placed on non-accrual status when the full payment of the loan’s principal and interest is in doubt, which may be due to factors including material deterioration of conditions surrounding the principal source of repayment, insufficient borrower capacity to service the debt, significantly delayed property sales or development schedules, declines in the loan-to-value ratio of the loan’s collateral or delinquencies greater than ninety days.  Accruing commercial loans are generally loans in which management believes that it is probable that the Company will collect loan payments in accordance with the contractual or modified contractual terms on the loan.

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BBX Capital Corporation and Subsidiaries

The following table presents the amount of accruing and non-accruing commercial loans by loan class as of June 30, 2013 (in thousands):

T

		Commercial		Other
		Non	Commercial	Commercial
		Real Estate	Residential	Real Estate
Accruing	$	6,824	1,139	51,941
Nonaccruing		3,341	43,754	61,585
Total	$	10,165	44,893	113,526

The following table presents the amount of accruing and non-accruing commercial loans by loan class as of December 31, 2012 (in thousands):

		Commercial		Other
		Non	Commercial	Commercial
		Real Estate	Residential	Real Estate
Accruing	$	8,644	1,586	72,510
Nonaccruing		3,362	60,937	79,014
Total	$	12,006	62,523	151,524

The Company monitors the credit quality of residential loans based on loan-to-value ratios of the underlying collateral.  Elevated loan-to-value ratios indicate the likelihood of increased credit losses upon default which results in higher loan portfolio credit risk.

The loan-to-value ratios of the Company’s residential loans were as follows (in thousands):

		As of June 30, 2013 (1)		As of December 31, 2012 (2)
		Residential	Residential	Residential	Residential
Loan-to-value ratios		Interest Only	Amortizing	Interest Only	Amortizing
<=60%	$	413	8,408	413	6,762
60.1% - 70%		392	3,273	945	1,922
70.1% - 80%		1,790	5,508	1,082	4,044
80.1% - 90%		2,629	4,621	1,584	5,300
>90.1%		11,045	10,995	13,774	18,971
Total	$	16,269	32,805	17,798	36,999

(1)   Loan-to-value ratios for the majority of the portfolio were obtained during the second quarter of 2013 based on broker price opinions.

(2)  Loan-to-value ratios for the majority of the portfolio were obtained during the fourth quarter of 2012 based on broker price opinions.

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BBX Capital Corporation and Subsidiaries

The Company monitors the credit quality of its portfolio of consumer loans utilizing FICO scores.The current FICO scores of the Company’s consumer loans were as follows (in thousands):

		Consumer Loans
		June 30,	December 31,
FICO Scores		2013 (1)	2012 (2)
Unavailable	$	397	233
<500		965	449
500-619		8,375	10,241
620-679		2,946	2,531
>680		1,890	3,453
	$	14,573	16,907

(1)  FICO scores for the majority of the portfolio were obtained during the second quarter of 2013.

(2)  FICO scores for the majority of the portfolio were obtained during the fourth quarter of 2012.

Troubled Debt Restructured Loans

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions, principal forgiveness, restructuring amortization schedules, extending loan maturities, deferring loan payments until the loan maturity date and other actions intended to minimize potential losses. The majority of concessions for consumer loans haveinvolved changing monthly payments from interest and principal payments to interest only payments or deferring several monthly loan payments until the loan maturity date.  Commercial real estate and non-real estate loan concessions were primarily interest rate reductions to below market interest ratesand extensions of maturity datesbased on the risk profile of the loan.  Residential and small business loan concessions primarily have involved reductions of monthly payments through extensions of the amortization period and/or deferral of monthly payments.

Consumer and residential troubled debt restructured loans had no financial statement effect because the affected loans were generally on non-accrual status and measured for impairment before the restructuring. The financial statement effects of commercial and small business troubled debt restructured loans was the establishment of specific valuation allowances, if any, in place of the general allowance for those loans that had not already been placed on nonaccrual status. There was an impact to the allowance for loan losses as a result of the concessions made, as the concessions generally result from the expectation of slower future cash flows.

There were no troubled debt restructurings during the three and six months ended June 30, 2013.  During the three months ended June 30, 2012, the Company modified one consumer loan in a troubled debt restructuring with a recorded investment of $47,000.  During the six months ended June 30, 2012, two small business real estate loans, one consumer loan and one residential amortizing loan were modified in troubled debt restructuring with recorded investments of $342,000,  $47,000 and $62,000, respectively.

There were no loans modified in troubled debt restructurings beginning January 1, 2012 that experienced a payment default during the three and six months ended June 30, 2013.  There were two residential amortizing loans with a recorded investment of $177,000 that were modified in troubled debt restructurings beginning January 1, 2011 and experienced a payment default during the three and six months ended June 30, 2012.

Loans held for sale

Loans held for sale as of June 30, 2013 consisted of $14.7 million of small business loans and $4.3 million of commercial real estate loans.  Loans held for sale as of December 31, 2012 consisted of $18.8 million of small business loans and $6.0 million of commercial real estate loans. 

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BBX Capital Corporation and Subsidiaries

8.   Related Parties

The Company, BFC and Bluegreen Corp. are entities under common control. The controlling shareholder of the Company and Bluegreen is BFC.  Shares of BFC’s capital stock representing a majority of the voting power are owned or controlled by the Company’s Chairman and Vice Chairman, both of whom are also executive officers of the Company, executive officers and directors of BFC and directors of Bluegreen. The Company, BFC and Bluegreen share certain office premises and employee services, pursuant to the agreements described below.

In March 2008, BankAtlantic entered into an agreement with BFC to provide information technology support in exchange for monthly payments by BFC to BankAtlantic. In May 2008, BankAtlantic also entered into a lease agreement with BFC under which BFC paid BankAtlantic monthly rent for office space in BankAtlantic’s corporate headquarters.  The Company maintained service agreements with BFC pursuant to which BFC provided human resources, risk management and investor relations services to the Company for which  BFC was reimbursed based on its cost.  During the second quarter of 2010, BankAtlantic and the Parent Company entered into a real estate advisory service agreement with BFC for assistance relating to the work-out of loans and the sale of real estate owned.  BFC was compensated $12,500 per month by each of BankAtlantic and the Parent Company and, if BFC’s efforts resulted in net recoveries of any non-performing loan or the sale of real estate owned, it received a fee equal to 1% of the net value recovered. During the three and six months ended June 30, 2012, the Company incurred $0.1 million and $0.2 million, respectively, of real estate advisory service fees under this agreement. Each of these agreements was terminated effective upon the closing of the BB&T Transaction.

Effective December 1, 2012, the Company entered into an agreement with BFC under which the Company provides office facilities and is reimbursed by BFC based on cost.  BFC also provides risk management services to the Company and BFC is reimbursed by the Company at cost. The Company’s employees are provided health insurance under policies maintained by Bluegreen for which Bluegreen is reimbursed at cost. 

The table below shows the effect of service arrangements with related parties on the Company’s consolidated statements of operations for the three and six months ended June  30, 2013 and 2012 (in thousands):

		For the Three Months		For the Six Months
		Ended June 30,		Ended June 30,
		2013	2012	2013	2012
Other revenues	$	110	97	218	180
Expenses:
Employee compensation
and benefits		(48)	(8)	(81)	(17)
Other - back-office support		(52)	(336)	(91)	(804)
Net effect of affiliate transactions
before income taxes	$	10	(247)	46	(641)

On April 2, 2013, the Company issued to Woodbridge an$11.75 million note payable in connection with the Company’s acquisition of its 46% equity interest in Woodbridge.  During the three months ended June 30, 2013, the Company recognized $147,000 of interest expense in connection with the Woodbridge note payable. 

The Company, in prior periods, issued options to acquire shares of the Company’s Class A Common Stock and granted awards of restricted Class A Common Stock to employees of BFC. Additionally, with respect to employees of the Company who were transferred to affiliated companies, the Company has elected, in accordance with the terms of the Company’s stock option plans, not to cancel the stock options held by those former employees.  During the year ended December 31, 2010, the Company granted 15,000restricted stock awards to BFC employees who performed services for the Company. These stock awards vest pro-rata over a four year period.  The Company recorded $8,000 and $17,000 of expenses relating to all options and restricted stock awards held by employees of affiliated companies for the three and six months ended June 30, 2012, respectively.

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BBX Capital Corporation and Subsidiaries

As disclosed in Note 1 above, on May 7, 2013, BBX Capital entered into the Merger Agreement with BFC and Merger Sub, a wholly owned subsidiary of BFC, pursuant to which BBX Capital will be merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of BFC, and BBX Capital shareholders’ (other than BFC and shareholders of BBX Capital who exercise and perfect their appraisal rights in accordance with Florida law) will be entitled to receive 5.39 shares of BFC’s Class A Common Stock in exchange for each share of BBX Capital’s Class A Common Stock held at the effective time of the Merger.

9.   Segment Reporting

The information provided for segment reporting is based on internal reports utilized by management. Results of continuing operations are reported through two reportable segments: BBX and FAR. The BBX reportable segment includes the results of operations of CAM and the activities of BBX Partners for the three and six months ended June 30, 2013. BBX Partners isa  wholly owned subsidiaryof BBX Capital and its primary assets are non-performing commercial loans and real estate owned.  BBX’s activities subsequent to the consummation of the BB&T Transaction as of July 31, 2012 consisted of activities associated with BBX Partner’s and CAM’s portfolio of loans receivable, real estate properties, and a portfolio of previously charged off loans  as well as pursing equity and debt investment opportunities in real estate and middle market operating businesses.  During the three months ended June 30, 2013, the BBX reportable segment also included equity earnings from its investment in Woodbridge.

BBX’s activities during the three and six months ended June 30, 2012 consisted of those related to BankAtlantic’s Commercial Lending reporting unit and BBX Partner’s assets. The activities related to the commercial loan portfolios included renewing, modifying, collecting, extending, refinancing and making protective advances on these loans, as well as managing and liquidating real estate properties acquired through foreclosure. 

The FAR reportable segment consists of the activities associated with overseeing the management and monetization of its assets with a view towards the repayment of BB&T’s preferred interest and maximizing the cash flows of any remaining assets.

Prior to commencement of FAR’s operations on August 1, 2012, the Company had one segment reported as continuing operations. As such, segment reporting for the three and six months ended June 30, 2012 is not presented in the following table.

The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Intersegment transactions are eliminated in consolidation.

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BBX Capital Corporation and Subsidiaries

The Company evaluates segment performance based on segment net income from continuing operations after tax.  The table below is segment information for segment net income from continuing operations for the three and six months ended June  30, 2013 (in thousands): 

				Adjusting and
				Elimination	Segment
For the Three Months Ended:		BBX	FAR	Entries	Total
June 30, 2013:
Interest income	$	82	2,291	-	2,373
Net gains on sales of assets		2,138	50	-	2,188
Other revenues		214	227	(48)	393
BB&T's priority return in FAR distributions		-	(954)	48	(906)
Interest expense		(334)	-	-	(334)
Reversals (provision) for loan losses		1,031	(1,203)	-	(172)
Asset impairments		10	(2,987)	-	(2,977)
Other expenses		(5,147)	(1,709)	-	(6,856)
Equity earnings in Woodbridge		3,442	-	-	3,442
Segment income (loss) before income taxes		1,436	(4,285)	-	(2,849)
Provision for income tax		-	-	-	-
Net income (loss)	$	1,436	(4,285)	-	(2,849)
Total assets	$	434,729	243,554	(236,252)	442,031
Equity method investments
included in total assets	$	80,140	-	-	80,140
Expenditures for segment assets	$	-	-	-	-
Depreciation and amortization	$	53	108	-	161

				Adjusting and
				Elimination	Segment
For the Six Months Ended:		BBX	FAR	Entries	Total
June 30, 2013:
Interest income	$	526	4,892	-	5,418
Net gains on sales of assets		3,898	352	-	4,250
Other revenues		757	229	(101)	885
BB&T's priority return in FAR distributions		-	(2,020)	101	(1,919)
Interest expense		(503)	-	-	(503)
Reversals (provision) for loan losses		1,449	(2,380)	-	(931)
Asset impairments		(917)	(4,225)	-	(5,142)
Other expenses		(10,920)	(3,961)	-	(14,881)
Equity earnings in Woodbridge		3,442	-	-	3,442
Segment loss before income taxes		(2,268)	(7,113)	-	(9,381)
Provision for income tax		-	-	-	-
Net loss	$	(2,268)	(7,113)	-	(9,381)
Expenditures for segment assets	$	21	-	-	21
Depreciation and amortization	$	108	108	-	216

33

BBX Capital Corporation and Subsidiaries

10.  Commitments and Contingencies 

The Company and its subsidiaries are parties to lawsuits as plaintiff or defendant involving its business operations.   Although the Company believes it has meritorious defenses in all current legal actions, the outcome of litigation matters and timing of ultimate resolution are inherently uncertain and difficult to predict.

Reserves are accrued for matters in which it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. These accrual amounts as of June 30, 2013 were not material to the Company’s financial statements. The actual costs of resolving these legal claims may be substantially higher or lower than the amounts accrued for these claims. 

A range of reasonably possible losses is estimated for matters in which it is reasonably possible that a loss has been incurred or that a loss is probable but not reasonably estimated. Management currently estimates the aggregate range of reasonably possible losses of up to $4.4 million in excess of the accrued liability relating to these legal matters. This estimated range of reasonably possible losses represents the estimated possible losses over the life of such legal matters, which may span a currently indeterminable number of years, and is based on information currently available as of June 30, 2013. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate. Those matters for which a reasonable estimate is not possible are not included within this estimated range and, therefore, this estimated range does not represent the Company’s maximum loss exposure.

In certain matters we are unable to estimate the loss or reasonable range of loss until additional developments in the case provide information sufficient to support an assessment of the loss or range of loss. Frequently in these matters, the claims are broad and the plaintiffs have not quantified or factually supported the claim.

We believe that liabilities arising from litigation matters discussed below in excess of amounts accrued, if any, will not have a material impact to the Company’s financial statements. However, due to the significant uncertainties involved in these legal matters, we may incur losses and an adverse outcome in these matters could be material to the Company’s financial statements.

On May 10, 2013, we received a notice from BB&T regarding a series of pending and threatened claims asserted against BB&T’s subsidiary, Branch Banking and Trust Company, as successor to BankAtlantic, by certain individuals who purport to have had accounts in their names with BankAtlantic prior to consummation of the sale of BankAtlantic to BB&T.  The claims allege wrongful conduct by BankAtlantic in connection with certain alleged unauthorized transactions associated with their accounts.  BB&T’s notice asserts its belief that it may be entitled to indemnification under the BankAtlantic stock purchase agreement with respect to such claims.

The following is a description of certain on-going litigation matters:

BBX Shareholders Lawsuit Challenging the Merger with BFC

On May 30, 2013, Haim Ronan filed a purported class action against BFC, BBX Merger Sub, BBX Capital and the members of BBX Capital’s board of directors seeking to represent BBX Capital’s shareholders in a lawsuit challenging the currently proposed merger between BBX Capital and BFC. In this action, which is styled Haim Ronan, On Behalf of Himself and All Others Similarly Situated, v. Alan B. Levan, John E. Abdo, Jarett S. Levan, Steven M. Coldren, Bruno L. Di Giulian, Charlie C. Winningham II, David A. Lieberman, Willis N. Holcombe, Anthony P. Segreto, BBX Capital Corporation, BFC Financial Corporation and BBX Merger Sub, LLC and was filed in the Circuit Court of the 17​th Judicial Circuit in and for Broward County, Florida, Mr. Ronan asserted as a cause of action that the individual defendants breached their fiduciary duties of care, loyalty, and good faith, in part, by failing to obtain a high enough price for the shares of BBX Capital to be acquired by BFC in the merger.  Mr. Ronan also asserted a cause of action against BFC and BBX Merger Sub for aiding and abetting the alleged breaches of fiduciary duties.  Mr. Ronan is seeking an injunction blocking the proposed merger.  On May 31, 2013, in an action styled John P. Lauterbach, on Behalf of Himself and All Others Similarly Situated, v. BBX Capital Corporation, John E. Abdo, Norman H. Becker, Steven M. Coldren, Bruno L. Di Giulian, John K. Grelle, Willis N. Holcombe, Alan B. Levan, Jarett S. Levan, David A. Lieberman, Anthony P. Segreto, Charlie C. Winningham II, Seth M. Wise, BFC Financial Corporation and BBX Merger Sub, LLC and filed in the Circuit Court of the 17​th Judicial Circuit in and for Broward County, Florida,John P. Lauterbach filed a purported class action against all of the defendants named in Mr. Ronan’s complaint, challenging the currently proposed merger between BFC and BBX Capital for substantially the same reasons as set forth in Mr. Ronan’s complaint, but asserting an additional, direct cause of action for breach of fiduciary duties against BFC, Alan B. Levan and John E. Abdo.  Mr. Lauterbach also added as defendants Norman H. Becker, who

34

BBX Capital Corporation and Subsidiaries

was appointed to BBX Capital’s board of directors on May 7, 2013, as well as John K. Grelle and Seth M. Wise, who serve as executive officers and directors of BFC and BBX Capital. The plaintiffs in the actions have moved for consolidation.  BBX Capital believes the claims being asserted are without merit and intends to vigorously defend the proposed consolidated actions.

Securities and Exchange Commission Complaint

On January 18, 2012, the SEC brought an action in the United States District Court for the Southern District of Florida against BBX Capital and Alan B. Levan, BBX Capital’s Chairman and Chief Executive Officer, alleging that they violated securities laws by not timely disclosing known adverse trends in BBX Capital’s commercial real estate loans, selectively disclosing problem loans and engaging in improper accounting treatment of certain specific loans which may have resulted in a material understatement of its net loss in BBX Capital’s Annual Report on Form 10-K for the year ended December 31, 2007. Further, the complaint alleges that Mr. Alan B. Levan intentionally misled investors in related earnings calls. The SEC is seeking a finding by the court of violations of securities laws, a permanent injunction barring future violations, civil money penalties and, in the case of Mr. Alan B. Levan, an order barring him from serving as an officer or director of a public company. Briefing on pre-trial motions is on-going and the case is currently set for trial during the fourth quarter of 2013. BBX Capital believes the claims to be without merit and intends to vigorously defend the action.

BBX Shareholders Lawsuit Seeking to Block the sale of BankAtlantic to BB&T under the Agreement

On April 5, 2012, J.Phillip Max filed a class action complaint in the Circuit Court for the Seventeenth Judicial Circuit in Broward County, Florida against Alan Levan, Jarett Levan, John Abdo, Steven Coldren, D. Keith Cobb, Charles C. Winningham II, Bruno Di Giulian, Willis Holcombe, David Lieberman, BankAtlantic Bancorp, Inc., BFC Financial Corporation, and BB&T Corporation.  The complaint alleges that the individual defendants breached their fiduciary duties of care, good faith and loyalty by causing or permitting BBXCapital to sell BankAtlantic.  The complaint further alleges that BBX Capital, BFC and BB&T aided and abetted these breaches of fiduciary duty. The complaint seeks declaratory and equitable relief, including an injunction against the proposed transaction between BBX Capital and BB&T, as well as seeking damages.  As a consequence of the consummation of the sale of BankAtlantic to BB&T much of the complaint was rendered moot and BBXCapital believes the remainder of the claims to be without merit and intends to vigorously defend the lawsuit.

New Jersey Tax Sales Certificates Antitrust Litigation

On December 21, 2012, plaintiffs filed an Amended Complaint in an existing purported class action filed in Federal District Court in New Jersey adding BBX Capital and Fidelity Tax, LLC, a wholly owned subsidiary of CAM, among others as defendants.  BBX Capital and Fidelity Tax were served with the complaint January 8, 2013.  The class action complaint is brought on behalf of a class defined as “all persons who owned real property in the State of New Jersey and who had a Tax Certificate issued with respect to their property that was purchased by a Defendant during the Class Period at a public auction in the State of New Jersey at an interest rate above 0%.”  Plaintiffs allege that beginning in January 1998 and at least through February 2009, the Defendants were part of a statewide conspiracy to manipulate interest rates associated with tax certificates sold at public auction from at least January 1, 1998, through February 28, 2009. During this period, Fidelity Tax was a subsidiary of BankAtlantic.  Fidelity Tax was contributed to CAM in connection with the sale of BankAtlantic in the BB&T Transaction. BBX Capital and Fidelity Tax filed a Motion to Dismiss in March 2013.  BBX Capital believes the claims to be without merit and intends to vigorously defend the actions.

11.  New Accounting Pronouncements   

Update Number 2013-07 – Presentation of Financial Statements (Topic 205):  Liquidation Basis of Accounting. This update requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. The update requires financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation.  The amendments in this update are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013.  The Company believes that this update will not have a material impact on its financial statements.

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BBX Capital Corporation and Subsidiaries

Update Number 2013-11 – Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  This update requires an entity to present an unrecognized tax benefit in its financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward.  The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.  The Company believes that this update will not have a material impact on its financial statements.

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BBX Capital Corporation and Subsidiaries

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The objective of the following discussion is to provide an understanding of the financial condition and results of operations of BBX Capital and its subsidiaries for the three and six months ended June 30, 2013. 

This document contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements and include words or phrases such as “plans,” “believes,” “will,” “expects,” “anticipates,” “intends,” “estimates,” “our view,” “we see,” “would” and words and phrases of similar import. The forward looking statements in this document are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and involve substantial risks and uncertainties. We can give no assurance that such expectations will prove to be correct. Future results could differ materially as a result of a variety of risks and uncertainties, many of which are outside of the control of management. These risks and uncertainties include, but are not limited to the impact of economic, competitive and other factors affecting the Company and its assets, including the impact of continued decreases in real estate values or sustained high unemployment rates on our business generally, the ability of our borrowers to service their obligations and the value of collateral securing our loans; credit risks and loan losses, and the related sufficiency of the allowance for loan losses, including the impact of the economy and real estate market values on our assets and the credit quality of our loans; the risk that loan losses will continue and the risks of additional charge-offs, impairments and required increases in our allowance for loan losses; the impact of and expenses associated with litigation including but not limited to litigation brought by the SEC; adverse conditions in the stock market, the public debt market and other financial and credit markets and the impact of such conditions on our activities; and the risks associated with the impact of periodic valuation of our assets for impairment. Past performance and perceived trends may not be indicative of future results.  In addition, this document contains forward looking statements relating to the Company’s ability to successfully implement its currently anticipated business plans, which may not be realized as anticipated, if at all, or which may not be profitable, including the Company’s investment in Woodbridge Holdings, LLC; that the assets retained by the Company in CAM and FAR may not be monetized at the values currently ascribed to them, and that the Company’s anticipated investments in operating businesses may not achieve the returns anticipated, if at all, and that the assets retained by FAR may not be monetized in amounts sufficient to repay BB&T’s full preference amount. The Company’s investment in Woodbridge, which owns Bluegreen Corporation, exposes the Company to risks inherent in the time-share industry, which risks are identified in Bluegreen’s Annual Report on From 10-K filed on April 1, 2013 with the SEC and available on the SEC’s website www.sec.gov.  This document also contains forward looking statements regarding the Company’s proposed Merger with BFC which is subject to risks relating to the ability to realize the expected benefits from the Merger, the ability of the parties to satisfy all of the conditions to the closing of the Merger, including BFC’s ability to obtain the listing of its Class A Common Stock on a national securities exchange (or qualified interdealer quotation system), litigation that has been brought challenging the Merger, and that the Merger may not otherwise be consummated in accordance with its terms, or at all.  In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in reports filed by the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and the quarterly report on Form 10-Q for the quarter ended March 31, 2013. The Company cautions that the foregoing factors are not exclusive. 

Critical Accounting Policies

Management views critical accounting policies as accounting policies that are important to the understanding of our financial statements and also involve estimates and judgments about inherently uncertain matters. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated statements of financial condition and assumptions that affect the recognition of income and expenses on the Consolidated Statements of Operations for the periods presented. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in subsequent periods relate to the determination of the allowance for loan losses, the valuation of loans held for sale, the valuation of real estate acquired in connection with foreclosure or in satisfaction of loans, the amount of the deferred tax asset valuation allowance, accounting for uncertain tax positions and accounting for contingencies. The two accounting policies that we have identified as critical accounting policies are allowance for loan losses and impairment of long-lived assets including real estate acquired in connection with foreclosure

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BBX Capital Corporation and Subsidiaries

or in satisfaction of loans. For a more detailed discussion of these critical accounting policies see “Critical Accounting Policies” appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

BBX Capital Business Strategy

The majority of BBX Capital’s assets are non-accrual and do not generate income on a regular or predictable basis. Recognizing the nature of BBX Capital’s assets, our goal is to build long-term value.  We do not expect to generate significant revenues from our assets until the assets are monetized through repayments or transactions involving the sale, joint venture or development of the underlying real estate.  Accordingly, over the next three to five years we do not expect to generate income on a regular basis and we may continue to experience losses. BBX Capital currently intends to utilize the cash flow from the monetization of its assets to pay operating expenses and to invest in income producing real estate, real estate developments, real estate joint ventures and middle market operating businesses.  BBX Capital is seeking to balance its cash needs and the timing of monetizing its existing assets with new investments to maximize its returns. In some cases, this may involve immediate sale and in other cases a longer term hold or development (either directly or through a joint venture).  As previously indicated, the Company has invested $71.75 million to acquire a 46% interest in Woodbridge in connection with Woodbridge’s acquisition of all of the outstanding capital stock of Bluegreen not owned by it.  The Company anticipates funding investments and operations through the monetization of its assets, cash flows from its 5% preferred interest in FAR, returns from its investments, such as dividends from its investment in Woodbridge, borrowings and through joint venture partners or solicitation of funds from investors.  BBX Capital’s investments or acquisitions are anticipated to generate income and cash on an irregular basis or over a long period of time, and accordingly expect our results of operations to vary significantly on a quarterly basis and we may continue to experience losses in subsequent periods.  

Consolidated Results of Operations

The Company reports its consolidated results of operations in two reportable segments, BBX and FAR.  The BBX reportable segment consists of the activities associated with CAM’s and BBX Partner’s portfolios of loans receivable, real estate properties, and a portfolio of BankAtlantic previously charged-off loans retained by CAM in the BB&T Transaction. As of April 2013, the BBX segment also includes its investment in Woodbridge.  BBX’s primary business activities relate to:  managing and, where appropriate, monetizing its portfolio of loans receivable; managing and, where appropriate, monetizing or developing its portfolio of real estate properties;  maximizing the cash flows from its portfolio of charged-off loans and judgments; and pursuing equity and debt investment opportunities in real estate and middle market operating businesses.

The FAR reportable segment consists of the activities associated with overseeing the management and monetization of the assets held by FAR with a view to repayment of BB&T’s preferred interest and maximizing the cash flows of any remaining assets. FAR’s activities commenced on August 1, 2012.

The results of operations of BBX for the three and six months ended June 30, 2012 include the operations of BBX Capital and its subsidiaries other than BankAtlantic and the operations of BankAtlantic’s Commercial Lending reporting unit and include all of BankAtlantic’s general corporate overhead. 

Income (loss) from continuing operations from each of the Company’s reportable segments was as follows (in thousands):

		For the Three Months Ended June 30,
		2013	2012	Change
BBX	$	1,436	(8,360)	9,796
FAR		(4,285)	-	(4,285)
Loss from continuing operations
before provision for income taxes		(2,849)	(8,360)	5,511
Provision for income taxes		-	-	-
Loss from continuing operations	$	(2,849)	(8,360)	5,511

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BBX Capital Corporation and Subsidiaries

For the Three Months Ended June  30, 2013 Compared to the Same 2012 Period:

Summary Results of Operations – BBX Reportable Segment

The improvement in the BBXsegment’s performance during the 2013second quarter compared to the same 2012 quarter was primarily the result of equity earnings from its investment in Woodbridge, gains on the sales of assets and lower operating expenses, professional fees and interest expense partially offset by lower interest income. 

The decrease in operating expenses reflects the elimination of BankAtlantic’s general corporate overhead as of August 1, 2012, which was included in its entirety during the three months ended June 30, 2012.  BBX’s cost structure significantly changed as a result of the sale of BankAtlantic as BBX relocated its corporate headquarters and reduced the number of employees to 31.  This lower cost structure included reductions of $1.2 million and $3.4 million in employee compensation and other expenses, respectively.  Professional fees declined by $2.1 million during the three months ended June 30, 2013 compared to the same 2012 period resulting primarily from $1.5 million in insurance reimbursements in connection with the SEC civil action during the 2013 quarter compared to no insurance reimbursements during the same 2012 period.  Interest expense declined by $3.8 million resulting primarily from the assumption by BB&T of all of BBX’s trust preferred securities obligations upon the consummation of the BB&T Transaction.  These reductions in expenses were partially offset by a $7.2 million decrease in revenues resulting primarily from the transfer of $297 million of commercial loans to BB&T upon the sale of BankAtlantic and the transfer of $223.8 million of commercial loans to FAR pursuant to the BB&T Transaction.

Summary Results of Operations – FAR Reportable Segment

The FAR segment’s net loss from continuing operations resulted primarily from asset impairments and foreclosure expenses.  During the three months ended June 30, 2013, FAR’s provision for loan losses, valuation allowances on loans held for sale, real estate owned impairments and tax certificate provision were $1.2 million, $0.7 million, $2.2 million and $0.1 million, respectively.  FAR incurred $0.6 million of foreclosure expenses during the three months ended June 30, 2013 associated primarily from the payment of real estate taxes and insurance premiums associated with non-performing loans in the process of foreclosure and litigation foreclosure costs.

Summary of Equity Earnings in Woodbridge Holdings, LLC

During the three and six months ended June 30, 2013, BBX recognized $3.4 million of equity earnings from its investment in Woodbridge.  Woodbridge’s net income primarily related to Bluegreen’s operations. 

For the Six Months Ended June  30, 2013 Compared to the Same 2012 Period (in thousands):

		For the Six Months Ended June 30,
		2013	2012	Change
BBX	$	(2,268)	(21,531)	19,263
FAR		(7,113)	-	(7,113)
Loss from continuing operations
before provision for income taxes		(9,381)	(21,531)	12,150
Provision for income taxes		-	1	(1)
Loss from continuing operations	$	(9,381)	(21,532)	12,151

Summary Results of Operations – BBX Reportable Segment

The improvement in the BBX segment’s loss from continuing operations during the six months ended June 30, 2013 compared to the same 2012 period was primarily the result of the items discussed above for the three months ended June 30, 2013. The decline in professional fees also reflects the legal costs incurred during the six months ended June 30, 2012 in connection with the litigation in Delaware brought by holders of interests in the Company’s trust preferred securities and certain trustees challenging the BB&T Transaction. Such costs included reimbursements to the trustees for their legal fees and related expenses in the litigation. 

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BBX Capital Corporation and Subsidiaries

Summary Results of Operations – FAR Reportable Segment

The FAR segment’s loss from continuing operations during the six months ended June 30, 2013 was primarily the result of the items discussed above for the three months ended June 30, 2013.

BBX Reportable Segment Loans and Real Estate Owned as of June 30, 2013 were as follows (dollars in thousands):

			Carrying
	Number		Amount
Commercial non-real estate	3	$	3,341
Commercial real estate:
Residential	5		28,969
Other	4		15,959
Total gross loans	12	$	48,269
Loans held for sale:
Commercial real estate	1	$	3,032
Real estate owned:
Commercial real estate	21	$	48,115

BBX Reportable Segment Results of Operations

The following table is a condensed income statement summarizing the results of operations of the BBX business segment (in thousands):

		For the Three Months			For the Six Months
		Ended June 30,			Ended June 30,
		2013	2012	Change	2013	2012	Change
Interest income	$	82	7,287	(7,205)	526	15,622	(15,096)
Net gains on sales of assets		2,138	391	1,747	3,898	464	3,434
Other		214	131	83	757	335	422
Total revenues		2,434	7,809	(5,375)	5,181	16,421	(11,240)
Reversals of provision for loan losses		(1,031)	(627)	(404)	(1,449)	(1,392)	(57)
Employee compensation		3,092	4,269	(1,177)	6,435	9,528	(3,093)
Professional fees		1,116	3,239	(2,123)	3,144	9,436	(6,292)
Interest expense		334	4,126	(3,792)	503	8,293	(7,790)
Asset impairments		(10)	824	(834)	917	2,828	(1,911)
Other		939	4,338	(3,399)	1,341	9,259	(7,918)
Total expenses		4,440	16,169	(11,729)	10,891	37,952	(27,061)
Equity earnings in Woodbridge		3,442	-	3,442	3,442	-	3,442
Income (loss) from continuing operations before income taxes		1,436	(8,360)	9,796	(2,268)	(21,531)	19,263
Provision for income taxes		-	-	-	-	1	(1)
Net income (loss) from continuing operations	$	1,436	(8,360)	9,796	(2,268)	(21,532)	19,264

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BBX Capital Corporation and Subsidiaries

Interest Income

The reduction in interest income during the three and six months ended June 30, 2013 compared to the same 2012 period resulted primarily from the transfer of $297 million of commercial loans to BB&T upon the sale of BankAtlantic and the transfer of $223.8 million of commercial loans to FAR pursuant to the BB&T Transaction.  The interest income during the 2013 three and six month period consists primarily of the recognition on a cash basis of income on non-accrual loans.

Net gains on the sales of assets

The net gains on the sales of assets during the three and six months ended June 30, 2013 and 2012 were primarily gains on the sales of real estate owned properties.  Included in net gains on sales of assets during the three and six months ended June 30, 2013 was a $0.6 million gain on the sale of a commercial real estate loan held for sale.

Employee compensation and other expenses

The decrease in employee compensation and other expenses was primarily due to the elimination of BankAtlantic’s general corporate overhead, which was included in its entirety during the three months and six months ended June  30, 2012, and the reduction in BBX’s cost structure as a result of the sale of BankAtlantic. The reduction in compensation expense was partially offset by an increase in share-based compensation costs and higher bonuses.  Compensation expense during the three months ended June 30, 2013 included $0.6 million of share-based compensation expense and $0.9 million in accrued bonuses compared to $0.2 million of share-based compensation expense and $0.1 million in accrued bonuses during the same 2012 period.  Compensation expense during the six months ended June 30, 2013 included $1.1 million of share-based compensation expense and $1.8 million in accrued bonuses compared to $0.2 million of share-based compensation expense and $0.3 million in accrued bonuses during the same 2012 period.  Occupancy and equipment expense included in other expenses declined from $1.7 million during the three months ended June 30, 2012 to $0.5 million during the same 2013 period due primarily to the relocation of BBX’s corporate headquarters.  Occupancy and equipment expense was $0.7 million during the six months ended June 30, 2013 compared to $3.9 million during the same 2012 period.

Professional fees

The $2.1 million decline in professional fees during the three months ended June  30, 2013 compared to the same 2012 period resulted primarily from $1.5 million of insurance reimbursements of litigation costs during the three months ended June 30, 2013 compared to no insurance reimbursement during the same 2012 period. 

The $6.3 million decline in professional fees during the six months ended June  30, 2013 compared to the same 2012 period resulted primarily from legal costs during the 2012 period associated with the trust preferred securities litigation in Delaware which was resolved during the 2012 period.

Interest expense

Interest expense for the three and six months ended June 30, 2013 relates to interest expense recognized on two notes payable aggregating $10.4 million issued as of December 31, 2012.  The notes were issued to two third party participants in loans for which CAM was the lead lender in connection with our acquisition of the participants’ interest in a loan and certain real estate owned property. The interest expense for the three and six months ended June 30, 2012 relates to interest expense recognized on the trust preferred securities that were assumed by BB&T upon consummation of  the BB&T Transaction.

Asset Impairments

Asset impairments during the three months ended June 30, 2013 reflects allowance reversals of $10,000 on loans held for sale resulting from updated valuations.  Asset impairments during the six months ended June 30, 2013 resulted from write-downs of $1.1 million on real estate owned and allowance reversals of $0.2 million on loans held for sale, all resulting from updated valuations.  Asset impairments during the three months ended June 30, 2012 consisted of $1.8 million of real estate owned write-downs, $0.2 million of loans held for sale valuation allowances and $1.2 million recoveries associated with assets transferred to BB&T in connection with the sale of BankAtlantic. Asset impairments during the six months

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BBX Capital Corporation and Subsidiaries

ended June 30, 2012 consisted of $3.5 million of real estate owned write-downs and $0.5 million of loans held for sale valuation allowances.

Asset Quality

BBX loans receivable and loans held for sale activity for the three and six months ended June 30, 2013 was as follows (in thousands):

		For the Three	For the Six
		Months Ended	Months Ended
		June 30, 2013	June 30, 2013
Beginning of period	$	53,022	56,060
Principal paydowns		(509)	(957)
Transfer to real estate owned		(761)	(2,622)
Loans held for sale valuation adjustments		10	194
Reversals (charge-offs)		27	(886)
Loan sale		(488)	(488)
End of period	$	51,301	51,301

During the three months ended June 30, 2013, one commercial real estate loan was transferred to real estate owned.  The loan sale related to one commercial real estate loan that was sold for a $0.6 million gain.

During the six months ended June 30, 2013, three commercial real estate loans were transferred to real estate owned with an aggregate fair value less cost to sell of $2.6 million. 

At the indicated dates, BBX’s non-accrual and repossessed assets were as follows (in thousands):

		As of
		June 30, 2013	December 31, 2012
NON-ACCRUAL LOANS
Commercial real estate (1)	$	42,759	45,784
Commercial non-real estate		3,341	3,362
Total non-accrual loans		46,100	49,146
Repossessed Assets:
Commercial real estate		48,115	60,164
Total non-accrual loans
and repossessed assets	$	94,215	109,310

(1) Includes $8.1 million and $10.6 million of troubled debt restructured loans as of June 30, 2013 and December 31, 2012, respectively, and excludes $3.4 million and $4.7 million of non-accrual commercial real estate loans held for sale as of June 30, 2013 and December 31, 2012, respectively.

The change in non-accrual loans during the six months ended June 30, 2013 resulted primarily from charge-offs, loan sales and the transfer of loans to real estate owned.  The change in real estate owned reflects the transfer of $2.6 million of loans to real estate owned, $13.5 million of property sales and $1.1 million of real estate owned write-downs in connection with updated valuations on three properties. 

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BBX Capital Corporation and Subsidiaries

Changes in the allowance for loan losses were as follows (in thousands):

		For the Three Months		For the Six Months
		Ended June 30,		Ended June 30,
Allowance for Loan Losses:		2013	2012	2013	2012
Balance, beginning of period	$	678	5,571	1,309	83,460
Charge-offs :
Commercial real estate		-	(1,778)	(913)	(52,501)
Commercial non-real estate		-	-	-	(15,562)
Total Charge-offs		-	(1,778)	(913)	(68,063)
Recoveries of loans
previously charged-off		1,224	2,019	1,924	2,241
Net recoveries (charge-offs)		1,224	241	1,011	(65,822)
Reversals of provision for loan losses		(1,031)	(627)	(1,449)	(1,392)
Transfers to assets held for sale		-	-	-	(11,061)
Balance, end of period	$	871	5,185	871	5,185

The commercial real estate charge-offs during the six months ended June 30, 2013 related to three commercial real estate loans. Two of the loans were charged down $0.5 million in the aggregate due to updated valuations and the other loan was charged down by $0.4 million in connection with a short sale.

Commercial real estate charge-offs during the three months ended June 30, 2012 primarily represent declines in collateral values on collateral dependent non-accrual loans based on updated property valuations

Commercial real estate loan charge-offs during the three months ended March 31, 2012 related to charge-offs of previously established specific valuation allowances, $46.7 million of which were associated with the transition of BankAtlantic from OTS regulation to OCC regulation and the transfer of $16.3 million of commercial residential loans to held for sale.  Commercial non-real estate loan charge-offs during the three months ended March 31, 2012 included $12.5 million of charge-offs of previously established specific valuation allowances associated with the transition to OCC regulation. The remaining $2.1 million of charge-offs during 2012 related to one asset backed loan. 

Reversals of provision for loan losses for the three and six months ended June  30, 2013 reflect declining commercial real estate loan balances due to loans transferring to real estate owned and loan payoffs as well as an improved historical loss experience.  Reversals of provision for loan losses during the three and six months ended June 30, 2012 reflect improved historical loss experience during 2012 and a decline in loans migrating to non-accrual status. 

The recoveries of loans previously charged-off during the three and six months ended June 30, 2013 resulted primarily from cash collected on certain previously charged-off loans and related judgments which were transferred from BankAtlantic to CAM in connection with the BB&T Transaction and recoveries from loans transferring to real estate owned as the fair value of the underlying collateral less cost to sell was greater than the recorded investment on certain loans. 

The allowance for loan losses of $11.1 million associated with commercial loans transferred to BB&T upon the sale of BankAtlantic was transferred to assets held for sale as of March 31, 2012. 

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BBX Capital Corporation and Subsidiaries

FAR Reportable Segment Loans and Real Estate Owned as of June 30, 2013 were as follows (dollars in thousands):

			Carrying
	Number		Amount
Loans receivable:
Commercial non-real estate	2	$	6,824
Commercial real estate:
Residential	8		15,924
Other	19		97,567
Consumer	169		14,573
Residential:
Residential-interest only	57		16,269
Residential-amortizing	279		32,805
Total gross loans	534	$	183,962
Loans held for sale:
Commercial real estate	2	$	1,312
Small business	86		14,653
Total loans held for sale	88	$	15,965
Real estate owned:
Commercial real estate	11	$	18,810
Small business	5		1,533
Consumer	2		301
Residential	17		4,632
Tax certificates	56		545
Total real estate owned	91	$	25,821

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BBX Capital Corporation and Subsidiaries

FAR Results of Operations 

FAR commenced operations on August 1, 2012.  The results of operations of the FAR business segment for the three and six months ended June 30, 2013 was as follows (in thousands):

		For the Three	For the Six
		Months Ended	Months Ended
		June 30, 2013	June 30, 2013
Interest income	$	2,291	4,892
Net gains on sales of assets		50	352
Other revenues		227	229
Total revenues		2,568	5,473
Provision from loan losses		1,203	2,380
Professional fees		90	224
Interest expense		954	2,020
Asset impairments		2,987	4,225
Other		1,619	3,737
Total expenses		6,853	12,586
Loss from continuing operations
before income taxes		(4,285)	(7,113)
Provision for income taxes		-	-
Net loss from continuing operations	$	(4,285)	(7,113)

Interest Income

FAR’s interest income consisted of interest income of $2.0 million and $4.4 million on loans and $0.3 million and $0.4 million of interest income from tax certificates during the three and six months ended June 30, 2013, respectively. 

Net gains on sales of assets

Net gains on the sales of assets resulted primarily from gains on the sales of tax certificate and residential real estate owned properties.

Other revenues

Other revenues during the three and six months ended June 30, 2013 represents rental income from a public storage operating business that was acquired through foreclosure in April 2013.

Professional fees

Professional fees primarily represent legal costs associated with collection activities.

Interest expense

Interest expense during the threeand six month periods ended June  30, 2013 represented the priority return on the preferred membership interests in FAR. BBX’s 5% share of the priority return of $48,000 and $101,000 during the threeand six month periods ended June  30, 2013, respectively, was eliminated in consolidation.  The priority return is LIBOR + 200 basis points per annum on the unpaid preferred membership interest preference amount. FAR utilized net cash flows primarily from asset liquidations and loan repayments to repay the preference amount and fund the priority return.  As of

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BBX Capital Corporation and Subsidiaries

June  30, 2013, BB&T and BBX’s preferred membership interest preference amount in FAR was $154.5 million and $8.1 million, respectively.

Asset Impairments

Asset impairments during the three months ended June 30, 2013 consisted of $2.2 million of real estate owned impairments, $0.7 million of lower of cost or market valuation allowance adjustments on loans held for sale and $0.1 million provision for tax certificate losses.  The real estate owned impairments resulted primarily from a $2.0 million impairment on an office warehouse property based on an updated valuation.   The increase in the valuation allowance for loans held for sale resulted from a decline in small business loan valuations. 

Asset impairments for the six months ended June 30, 2013 consisted of $2.3 million of real estate owned impairments, $1.5 million of lower of cost or market valuation allowance adjustments on loans held for sale and $0.4 million provision for tax certificate losses. 

Other

Other expenses during the three and six months ended June 30, 2013 were as follows (in thousands):

		For the Three	For the Six
		Months Ended	Months Ended
		June 30, 2013	June 30, 2013
Asset servicing expenses	$	484	977
Foreclosure expenses		647	2,216
Foreclosed assets activity, net		24	46
Depreciation expense		108	108
Other		356	390
Total other expenses	$	1,619	3,737

Asset servicing expenses were fees to third party management companies who service FAR’s loans and real estate owned.  FAR had  $197.5 million of loans and real estate owned serviced by third parties as of June 30, 2013.  Foreclosure expenses consisted primarily of real estate taxes on delinquent collateral dependent loans in foreclosure as well as legal expenses. Included in foreclosure expenses during the six months ended June 30, 2013 were $0.8 million of bankruptcy trustee and accounting fees associated with the foreclosure of two related properties. Foreclosed assets activity, net represents real estate held for sale operating expenses net of income from operating properties. FAR’s income producing properties consist primarily of shopping centers, golf courses and office facilities with a view towards property appreciation.  Depreciation and other expenses relate primarily to the operations of two public storage rental facilities that were acquired through foreclosure in April 2013.

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BBX Capital Corporation and Subsidiaries

Asset Quality

FAR’s loans receivable and loans held for sale activity for the three months ended June 30, 2013 (in thousands):

			Small
		Residential	Business	Consumer	Commercial	Total
Balance as of March 31, 2013	$	51,747	17,076	16,393	144,147	229,363
Principal paydowns		(1,646)	(1,769)	(937)	(4,014)	(8,366)
Transfer to real estate owned		(1,302)	-	-	(3,933)	(5,235)
Transfer to properties and equipment		-	-	-	(12,834)	(12,834)
Loans held for sale valuation adjustments		-	(654)	-	-	(654)
Recoveries (charge-offs)		412	-	(883)	(1,739)	(2,210)
Balance as of  June 30, 2013	$	49,211	14,653	14,573	121,627	200,064

FAR’s loans receivable and loans held for sale activity for the six months ended June 30, 2013 (in thousands):

			Small
		Residential	Business	Consumer	Commercial	Total
Balance as of December 31, 2012	$	54,786	18,781	16,907	176,087	266,561
Principal paydowns		(2,503)	(2,572)	(1,077)	(31,829)	(37,981)
Transfer to real estate owned		(3,238)	-	-	(8,113)	(11,351)
Transfer to office properties and equipment		-	-	-	(12,834)	(12,834)
Loans held for sale valuation adjustments		-	(1,556)	-	43	(1,513)
Recoveries (charge-offs)		166	-	(1,257)	(1,727)	(2,818)
Balance as of  June 30, 2013	$	49,211	14,653	14,573	121,627	200,064

During the second quarter of 2013, three commercial real estate loans and five residential loans serviced by others were transferred to real estate owned with a fair value less cost to sell of $3.9 million and $1.3 million, respectively.  During the three months ended June 30, 2013, FAR foreclosed on two storage facilities with a fair value of $12.8 million.  One of the properties is a traditional climate controlled storage rental facility.  The other property is a robotic high security climate controlled facility designed to store fine art, antiques, collectables, exotic cars and important documents.  FAR decided to retain and with BBX Capital’s assistance manage these facilities. The residential loan net recoveries resulted primarily from short sales and the transfer of loans to real estate owned where the fair value of the collateral less cost to sell was higher than the recorded investment of the loans.  The consumer loan net charge-offs resulted primarily from updated collateral valuations and secondarily from the valuations of loans becoming past due 120 days during the quarter.  The commercial loan net charge-offs resulted primarily from a $2.0 million charge-off of a loan secured by a hotel based on an updated valuation partially offset by recoveries on commercial loans transferred to real estate owned.

During the six months ended June 30, 2013, commercial loan principal paydowns consisted primarily of the repayment of four loans with an aggregate recorded investment of $26.2 million.  During the first six months of 2013, six commercial real estate loans and twelve residential loans serviced by others were transferred to real estate owned with a fair value less cost to sell of $8.1 million and $3.2 million, respectively. 

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BBX Capital Corporation and Subsidiaries

At the indicated date, FAR’s non-accrual and repossessed assets were as follows (in thousands):

		As of
		June 30, 2013	December 31, 2012
NON-ACCRUAL ASSETS
Tax certificates (1)	$	1,327	6,391
Commercial real estate (2)		62,580	94,167
Consumer		6,168	7,859
Residential		43,711	44,622
Total non-accrual assets		113,786	153,039
Repossessed Assets:
Tax certificates		545	704
Commercial real estate		18,810	12,956
Residential real estate		4,632	5,802
Small business real estate		1,533	2,030
Consumer real estate		301	505
Total repossessed assets		25,821	21,997
Total	$	139,607	175,036

(1) Excludes $0.5 million of tax certificates held for sale as of June 30, 2013.

(2) Excludes $1.3 million of loans held for sale as of June 30, 2013 and December 31, 2012, respectively.

The decline in non-accrual tax certificates resulted primarily from the charge-off of $1.7 million each of Florida and out-of-state tax certificates, and secondarily from tax certificate redemptions.  The tax certificate charge-offs had been reserved for in their entirety as of December 31, 2012.  

The decrease in non-accrual loans during the six months ended June 30, 2013 resulted from charge-offs, loan repayments, and the transfer of loans to real estate owned.  The decrease in non-accrual commercial loans largely reflected the repayment of an $11.3 million commercial real estate loan and the transfer of $20.9 million of commercial real estate loans to real estate owned and properties and equipment.  The decline in non-accrual residential loans reflected the liquidation of residential loans through short sales and the transfer of loans to real estate owned. The reduction in non-accrual consumer loans was due primarily to charge-offs and secondarily to loan repayments.

The higher balance of repossessed assets at June 30, 2013 compared to December 31, 2012 resulted primarily from commercial real estate loan foreclosures partially offset by $5.1 million of sales of real estate owned.  The real estate owned sold were mainly residential properties.

FAR’s accruing impaired loans at June 30, 2013 and December 31, 2012 consisted of troubled debt restructured loans where the borrower was in compliance with the loan’s modified terms. The decline in non-accruing impaired commercial loans resulted primarily from the repayment of the $11.3 million commercial real estate loan discussed above partially offset by the transfer of two commercial real estate loans to nonaccrual due to delinquencies. 

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BBX Capital Corporation and Subsidiaries

FAR’s troubled debt restructured loans by loan type were as follows (in thousands):

		As of June 30, 2013 (1)		As of December 31, 2012 (2)
		Non-accrual	Accruing	Non-accrual	Accruing
Commercial	$	56,712	30,025	81,603	31,633
Consumer		1,350	7,718	1,438	8,191
Residential		6,511	1,419	5,525	3,695
Total	$	64,573	39,162	88,566	43,519

(1) Excludes $3.9 million and $4.7 million of non-accrual and accruing troubled debt restructured loans held for sale, respectively, as of June 30, 2013.

(2) Excludes $3.1 million and $4.9 million of non-accrual and accruing troubled debt restructured loans held for sale, respectively, as of December 31, 2012.

The activity in the allowance for loan losses during the three and six month period ended June 30, 2013 was as follows (in thousands):

		For the Three	For the Six
		Months Ended	Months Ended
		June 30,	June 30,
Allowance for Loan Losses:		2013	2013
Balance, beginning of period	$	4,571	4,002
Charge-offs :
Commercial real estate		(2,509)	(2,775)
Consumer		(911)	(1,287)
Residential		(59)	(448)
Total Charge-offs		(3,479)	(4,510)
Recoveries of loans
previously charged-off		2,078	2,501
Net charge-offs		(1,401)	(2,009)
Provision for loan losses		1,203	2,380
Balance, end of period	$	4,373	4,373

Commercial real estate charge-offs related primarily to updated valuations on collateral dependent loans.    Consumer and residential loan charge-offs mainly reflect updated valuations on non-accrual loans and initial charge downs on loans past due greater than 120 days.  The recoveries of loans previously charged-off resulted primarily from loan short sales where the principal repayments received in connection with the sale of the property were greater than the recorded investment of the loans and from loans transferred to real estate owned where the fair value of the collateral less cost to sell was greater than the recorded investment of the loans.

The $1.2 million and $2.4 million provision for loan losses, during the three months and six months ended June 30, 2013, respectively, resulted primarily from an increase in the consumer allowance for loan losses and charge-offs partially offset by a reduction in the allowance for loan losses for commercial and residential loans due to an improved historical loss experience. 

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BBX Capital Corporation and Subsidiaries

BBX Capital Corporation Consolidated Financial Condition

The Company’s total assets as of June 30, 2013 were $442.0 million compared to $470.7 million as of December 31, 2012.  The decline in total assets reflects the utilization of cash proceeds from loan repayments and real estate owned sales to repay BB&T’s preferred interest in FAR partially offset by increased borrowings in connection with the Company’s investment in Woodbridge.

The changes in the components of total assets from December 31, 2012 to June 30, 2013 are summarized below:

· Decrease in cash primarily in connection with the investment in Woodbridge and payments of BB&T’s preferred interest in FAR partially offset by proceeds from loan repayments and the sale of real estate owned,

· Decrease in tax certificate balances  primarily due to $1.5 million of redemptions and a $0.3 million provision for tax certificate losses,

· Decline in loans held for sale resulting primarily from the transfer of commercial loans to real estate owned, sale of a $0.5 million loan and $1.2 million of impairments on loans held for sale,

· Lower loans receivable balances reflecting $41.5 million of loan repayments, $14.0 million of loans transferring to real estate owned and $12.8 million of transfers to property and equipment, 

· Investment of $85.5 million and $3.4 million of equity earnings in Woodbridge during the three months ended June 30, 2013, partially offset by $8.8 million of dividends received from Woodbridge,

· Decrease in real estate owned reflecting the sale of $18.9 million of properties and $3.5 million of real estate owned write-downs partially offset by the transfer of $14.1 million of loans and tax certificates to real estate owned,  and

· Higher other asset balances resulting primarily from an investment of $1.3 million relating to a 13% interest in a real estate development joint venture.

The Company's total liabilities at June 30, 2013 were $196.6 million compared to $230.4 million at December 31, 2012.  The changes in the components of total liabilities from December 31, 2012 to June 30, 2013 are summarized below:

· Decrease in BB&T’s preferred interest in FAR utilizing proceeds from the monetization of FAR assets, 

· Increase in note payable to Woodbridge associated with the Company’s investment in Woodbridge and the issuance of an $11.75 million note,

· Increase in notes payable from premium amortization, and

· Decrease in other liabilities primarily due to the payment of $3.7 million of executive bonuses accrued during 2012. 

Liquidity and Capital Resources 

The Company’s principal source of liquidity was its cash holdings, funds obtained from scheduled payments on and sales of its loans, loan payoffs, sales of real estate owned, income from income producing real estate and distributions received from Woodbridge.  While FAR is consolidated in the Company’s financial statements, the cash held in FAR and generated from its assets will be used primarily to pay FAR’s operating expenses and to pay BB&T’s 95% preferred membership interest and the related priority return and will generally not be available for distribution to BBX Capital.  The balance of BB&T’s preferred membership interest in FAR was approximately $154 million at June 30, 2013.  In August 2013, FAR received full payment on a $19.7 million commercial real estate loan which proceeds upon the anticipated declaration of a distribution by the FAR Board of Managers, will further reduce BB&T’s preferred membership interest in FAR.

The Company’s cash at banks was $15.0 million at June 30, 2013, which does not include $6.8 million of cash in FAR.  The Company had $7.3 million of current liabilities as of June 30, 2013.   The Company expects that it will receive dividends from time to time from its investment in Woodbridge.  However, dividends from Woodbridge will be dependent on and subject to the results of operations, cash flows and business plans of Bluegreen, Woodbridge’s wholly owned subsidiary, as well as restrictions contained in Bluegreen’s debt facilities, and as a consequence The Company may not receive dividends from Woodbridge in the time frames or amounts anticipated, or at all. The Company also expects to obtain funds in subsequent periods from cash flows on loans, real estate and other assets in CAM and BBX Partners, each of which is wholly-owned by BBX Capital, and distributions from its 5% preferred interest in the net cash flows from FAR.  The Company also may seek to obtain funds through borrowings or the issuance of equity securities. The Company anticipates

50

BBX Capital Corporation and Subsidiaries

utilizing these funds for general corporate purposes, including employee compensation and benefits, administrative and occupancy expenses, servicing costs and real estate owned operating expenses and, to the extent of available liquidity, to pursue its business strategy of pursuing investments, directly or through joint ventures, in real estate (which may include acquisition and/or development) and middle market operating businesses as well as specialty finance activities over time as assets are monetized. 

A significant source of liquidity is the liquidation of loans and real estate owned.  During the six months ended June 30, 2013, the proceeds from the liquidation of assets was approximately $18 million for CAM and BBX Partners and $40 million for FAR. 

The Company’s Contractual Obligations and Off Balance Arrangements as of June 30, 2013 were (in thousands):

		Payments Due by Period
			Less than			After 5
Contractual Obligations		Total	1 year	1-3 years	4-5 years	years
BB&T's preferred interest in FAR	$	154,478	-	-	-	154,478
Operating lease obligation		1,938	365	796	777	-
Note payable to Woodbridge		11,750	-	-	11,750	-
Notes payable		11,505	162	648	3,153	7,542
Other obligations		261	120	141	-	-
Total contractual cash obligations	$	179,932	647	1,585	15,680	162,020

51

BBX Capital Corporation and Subsidiaries

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The discussion contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, under Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” provides quantitative and qualitative disclosures about the Company’s primary market risk, which is interest rate risk.

The Company’s earnings are affected by interest rates, which are subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve Board. The nature and timing of any changes in such policies or general economic conditions and their effect on the Company are unpredictable.  Changes in interest rates can impact the Company’s net interest income as well as the valuation of its assets and liabilities.  The Company’s interest rate risk position did not significantly change during the six months ended June 30, 2013. 

Additionally, because a significant majority of the Company’s assets consist of loans secured by real estate and real estate owned, the Company’s financial condition and earnings are also affected by changes in real estate values in the markets where the real estate is located.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2013 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

52

BBX Capital Corporation and Subsidiaries

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

Haim Ronan, On Behalf of Himself and All Others Similarly Situated, v. Alan B. Levan, John E. Abdo, Jarett S. Levan, Steven M. Coldren, Bruno L. Di Giulian, Charlie C. Winningham II, David A. Lieberman, Willis N. Holcombe, Anthony P. Segreto, BBX Capital Corporation, BFC Financial Corporation and BBX Merger Sub, LLC; and John P. Lauterbach, on Behalf of Himself and All Others Similarly Situated, v. BBX Capital Corporation, John E. Abdo, Norman H. Becker, Steven M. Coldren, Bruno L. Di Giulian, John K. Grelle, Willis N. Holcombe, Alan B. Levan, Jarett S. Levan, David A. Lieberman, Anthony P. Segreto, Charlie C. Winningham II, Seth M. Wise, BFC Financial Corporation and BBX Merger Sub, LLC; 17​^th Judicial Circuit, Broward County, Florida.

On May 30, 2013, Haim Ronan filed a purported class action against BFC, BBX Merger Sub, BBX Capital and the members of BBX Capital’s board of directors seeking to represent BBX Capital’s shareholders in a lawsuit challenging the currently proposed merger between BBX Capital and BFC. In this action, which is styled Haim Ronan, On Behalf of Himself and All Others Similarly Situated, v. Alan B. Levan, John E. Abdo, Jarett S. Levan, Steven M. Coldren, Bruno L. Di Giulian, Charlie C. Winningham II, David A. Lieberman, Willis N. Holcombe, Anthony P. Segreto, BBX Capital Corporation, BFC Financial Corporation and BBX Merger Sub, LLC and was filed in the Circuit Court of the 17​th Judicial Circuit in and for Broward County, Florida, Mr. Ronan asserted as a cause of action that the individual defendants breached their fiduciary duties of care, loyalty, and good faith, in part, by failing to obtain a high enough price for the shares of BBX Capital to be acquired by BFC in the merger.  Mr. Ronan also asserted a cause of action against BFC and BBX Merger Sub for aiding and abetting the alleged breaches of fiduciary duties.  Mr. Ronan is seeking an injunction blocking the proposed merger.  On May 31, 2013, in an action styled John P. Lauterbach, on Behalf of Himself and All Others Similarly Situated, v. BBX Capital Corporation, John E. Abdo, Norman H. Becker, Steven M. Coldren, Bruno L. Di Giulian, John K. Grelle, Willis N. Holcombe, Alan B. Levan, Jarett S. Levan, David A. Lieberman, Anthony P. Segreto, Charlie C. Winningham II, Seth M. Wise, BFC Financial Corporation and BBX Merger Sub, LLC and filed in the Circuit Court of the 17​th Judicial Circuit in and for Broward County, Florida,John P. Lauterbach filed a purported class action against all of the defendants named in Mr. Ronan’s complaint, challenging the currently proposed merger between BFC and BBX Capital for substantially the same reasons as set forth in Mr. Ronan’s complaint, but asserting an additional, direct cause of action for breach of fiduciary duties against BFC, Alan B. Levan and John E. Abdo.  Mr. Lauterbach also added as defendants Norman H. Becker, who was appointed to BBX Capital’s board of directors on May 7, 2013, as well as John K. Grelle and Seth M. Wise, who serve as executive officers and directors of BFC and BBX Capital. The plaintiffs in the actions have moved for consolidation. BBX Capital believes the claims being asserted are without merit and intends to vigorously defend the proposed consolidated actions.

53

BBX Capital Corporation and Subsidiaries

Item 1A.  Risk Factors.

There have been no material changes from the risk factors disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. 

Item 6.Exhibits

Exhibit 31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101Interactive data Files

54

BBX Capital Corporation and Subsidiaries

Signatures

Pursuant to the requirements 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.

BBX Capital Corporation
August 14, 2013	By	/s/ Alan B. Levan
Date		Alan B. Levan
		Chief Executive Officer/
		Chairman of the Board
August 14, 2013	By:	/s/ John K. Grelle
Date		John K. Grelle
		Executive Vice President,
		Chief Financial Officer

55

EX-31.1

BBX Capital Corporation

Exhibit 31.1

I, Alan B. Levan, certify that:

1. I have reviewed thisquarterly report on Form 10-Q of BBX Capital Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2013

By:/s/Alan B. Levan

Alan B. Levan,

Chief Executive Officer

21

EX-31.2

BBX Capital Corporation

Exhibit 31.2

I, John K. Grelle, certify that:

1. I have reviewed this quarterlyreport on Form 10-Q of BBX Capital Corporation

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2013

By:/s/John K. Grelle

John K. Grelle,

Chief Financial Officer

21

EX-32.1

BBX Capital Corporation

Exhibit 32.1                                    

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of BBX Capital Corporation (the “Company”) for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan B. Levan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:/s/Alan B. Levan

Name:Alan B. Levan

Title:  Chief Executive Officer

Date:  August 14, 2013

EX-32.2

BBX Capital Corporation

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Reporton Form 10-Qof BBX Capital Corporation (the “Company”) for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John K. Grelle, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:/s/John K. Grelle

Name: John K. Grelle

Title:   Chief Financial Officer

Date:   August 14, 2013

21

XML

Commitments And Contingencies

6 Months Ended

Jun. 30, 2013

Commitments And Contingencies [Abstract]

Commitments And Contingencies

10.  Commitments and Contingencies 

The Company and its subsidiaries are parties to lawsuits as plaintiff or defendant involving its business operations.   Although the Company believes it has meritorious defenses in all current legal actions, the outcome of litigation matters and timing of ultimate resolution are inherently uncertain and difficult to predict.

Reserves are accrued for matters in which it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. These accrual amounts as of June 30, 2013 were not material to the Company’s financial statements. The actual costs of resolving these legal claims may be substantially higher or lower than the amounts accrued for these claims. 

A range of reasonably possible losses is estimated for matters in which it is reasonably possible that a loss has been incurred or that a loss is probable but not reasonably estimated. Management currently estimates the aggregate range of reasonably possible losses of up to $4.4 million in excess of the accrued liability relating to these legal matters. This estimated range of reasonably possible losses represents the estimated possible losses over the life of such legal matters, which may span a currently indeterminable number of years, and is based on information currently available as of June 30, 2013. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate. Those matters for which a reasonable estimate is not possible are not included within this estimated range and, therefore, this estimated range does not represent the Company’s maximum loss exposure.

In certain matters we are unable to estimate the loss or reasonable range of loss until additional developments in the case provide information sufficient to support an assessment of the loss or range of loss. Frequently in these matters, the claims are broad and the plaintiffs have not quantified or factually supported the claim.

We believe that liabilities arising from litigation matters discussed below in excess of amounts accrued, if any, will not have a material impact to the Company’s financial statements. However, due to the significant uncertainties involved in these legal matters, we may incur losses and an adverse outcome in these matters could be material to the Company’s financial statements.

On May 10, 2013, we received a notice from BB&T regarding a series of pending and threatened claims asserted against BB&T’s subsidiary, Branch Banking and Trust Company, as successor to BankAtlantic, by certain individuals who purport to have had accounts in their names with BankAtlantic prior to consummation of the sale of BankAtlantic to BB&T.  The claims allege wrongful conduct by BankAtlantic in connection with certain alleged unauthorized transactions associated with their accounts.  BB&T’s notice asserts its belief that it may be entitled to indemnification under the BankAtlantic stock purchase agreement with respect to such claims.

The following is a description of certain on-going litigation matters:

BBX Shareholders Lawsuit Challenging the Merger with BFC

On May 30, 2013, Haim Ronan filed a purported class action against BFC, BBX Merger Sub, BBX Capital and the members of BBX Capital’s board of directors seeking to represent BBX Capital’s shareholders in a lawsuit challenging the currently proposed merger between BBX Capital and BFC. In this action, which is styled Haim Ronan, On Behalf of Himself and All Others Similarly Situated, v. Alan B. Levan, John E. Abdo, Jarett S. Levan, Steven M. Coldren, Bruno L. Di Giulian, Charlie C. Winningham II, David A. Lieberman, Willis N. Holcombe, Anthony P. Segreto, BBX Capital Corporation, BFC Financial Corporation and BBX Merger Sub, LLC and was filed in the Circuit Court of the 17​th Judicial Circuit in and for Broward County, Florida, Mr. Ronan asserted as a cause of action that the individual defendants breached their fiduciary duties of care, loyalty, and good faith, in part, by failing to obtain a high enough price for the shares of BBX Capital to be acquired by BFC in the merger.  Mr. Ronan also asserted a cause of action against BFC and BBX Merger Sub for aiding and abetting the alleged breaches of fiduciary duties.  Mr. Ronan is seeking an injunction blocking the proposed merger.  On May 31, 2013, in an action styled John P. Lauterbach, on Behalf of Himself and All Others Similarly Situated, v. BBX Capital Corporation, John E. Abdo, Norman H. Becker, Steven M. Coldren, Bruno L. Di Giulian, John K. Grelle, Willis N. Holcombe, Alan B. Levan, Jarett S. Levan, David A. Lieberman, Anthony P. Segreto, Charlie C. Winningham II, Seth M. Wise, BFC Financial Corporation and BBX Merger Sub, LLC and filed in the Circuit Court of the 17​th Judicial Circuit in and for Broward County, Florida,John P. Lauterbach filed a purported class action against all of the defendants named in Mr. Ronan’s complaint, challenging the currently proposed merger between BFC and BBX Capital for substantially the same reasons as set forth in Mr. Ronan’s complaint, but asserting an additional, direct cause of action for breach of fiduciary duties against BFC, Alan B. Levan and John E. Abdo.  Mr. Lauterbach also added as defendants Norman H. Becker, who was appointed to BBX Capital’s board of directors on May 7, 2013, as well as John K. Grelle and Seth M. Wise, who serve as executive officers and directors of BFC and BBX Capital. The plaintiffs in the actions have moved for consolidation.  BBX Capital believes the claims being asserted are without merit and intends to vigorously defend the proposed consolidated actions.

Securities and Exchange Commission Complaint

On January 18, 2012, the SEC brought an action in the United States District Court for the Southern District of Florida against BBX Capital and Alan B. Levan, BBX Capital’s Chairman and Chief Executive Officer, alleging that they violated securities laws by not timely disclosing known adverse trends in BBX Capital’s commercial real estate loans, selectively disclosing problem loans and engaging in improper accounting treatment of certain specific loans which may have resulted in a material understatement of its net loss in BBX Capital’s Annual Report on Form 10-K for the year ended December 31, 2007. Further, the complaint alleges that Mr. Alan B. Levan intentionally misled investors in related earnings calls. The SEC is seeking a finding by the court of violations of securities laws, a permanent injunction barring future violations, civil money penalties and, in the case of Mr. Alan B. Levan, an order barring him from serving as an officer or director of a public company. Briefing on pre-trial motions is on-going and the case is currently set for trial during the fourth quarter of 2013. BBX Capital believes the claims to be without merit and intends to vigorously defend the action.

BBX Shareholders Lawsuit Seeking to Block the sale of BankAtlantic to BB&T under the Agreement

On April 5, 2012, J.Phillip Max filed a class action complaint in the Circuit Court for the Seventeenth Judicial Circuit in Broward County, Florida against Alan Levan, Jarett Levan, John Abdo, Steven Coldren, D. Keith Cobb, Charles C. Winningham II, Bruno Di Giulian, Willis Holcombe, David Lieberman, BankAtlantic Bancorp, Inc., BFC Financial Corporation, and BB&T Corporation.  The complaint alleges that the individual defendants breached their fiduciary duties of care, good faith and loyalty by causing or permitting BBXCapital to sell BankAtlantic.  The complaint further alleges that BBX Capital, BFC and BB&T aided and abetted these breaches of fiduciary duty. The complaint seeks declaratory and equitable relief, including an injunction against the proposed transaction between BBX Capital and BB&T, as well as seeking damages.  As a consequence of the consummation of the sale of BankAtlantic to BB&T much of the complaint was rendered moot and BBXCapital believes the remainder of the claims to be without merit and intends to vigorously defend the lawsuit.

New Jersey Tax Sales Certificates Antitrust Litigation

On December 21, 2012, plaintiffs filed an Amended Complaint in an existing purported class action filed in Federal District Court in New Jersey adding BBX Capital and Fidelity Tax, LLC, a wholly owned subsidiary of CAM, among others as defendants.  BBX Capital and Fidelity Tax were served with the complaint January 8, 2013.  The class action complaint is brought on behalf of a class defined as “all persons who owned real property in the State of New Jersey and who had a Tax Certificate issued with respect to their property that was purchased by a Defendant during the Class Period at a public auction in the State of New Jersey at an interest rate above 0%.”  Plaintiffs allege that beginning in January 1998 and at least through February 2009, the Defendants were part of a statewide conspiracy to manipulate interest rates associated with tax certificates sold at public auction from at least January 1, 1998, through February 28, 2009. During this period, Fidelity Tax was a subsidiary of BankAtlantic.  Fidelity Tax was contributed to CAM in connection with the sale of BankAtlantic in the BB&T Transaction. BBX Capital and Fidelity Tax filed a Motion to Dismiss in March 2013.  BBX Capital believes the claims to be without merit and intends to vigorously defend the actions.

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Consolidated Statements Of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues:
Interest income	$ 2,373	$ 7,287	$ 5,418	$ 15,622
Income from unconsolidated companies		119		239
Net gains on the sales of assets	2,188	70	4,250	464
Other	393	12	885	96
Total Revenues	4,954	7,488	10,553	16,421
Expenses:
BB&T's priority return in FAR distributions	906		1,919
Interest expense	334	4,126	503	8,293
Provision for (reversals of) loan losses	172	(627)	931	(1,392)
Employee compensation and benefits	3,092	4,269	6,435	9,528
Occupancy and equipment	489	1,691	731	3,859
Professional fees	1,206	3,239	3,369	9,436
Asset impairments	2,977	824	5,142	2,828
Other	2,069	2,326	4,346	5,400
Total expenses	11,245	15,848	23,376	37,952
Equity earnings in Woodbridge Holdings, LLC	3,442		3,442
Loss from continuing operations before income taxes	(2,849)	(8,360)	(9,381)	(21,531)
Provision for income taxes				1
Loss from continuing operations	(2,849)	(8,360)	(9,381)	(21,532)
Loss from discontinued operations		(3,947)		(4,983)
Loss from discontinued operations, Total		(3,947)		(4,983)
Net loss	$ (2,849)	$ (12,307)	$ (9,381)	$ (26,515)
Basic loss per share
Continuing operations	$ (0.18)	$ (0.53)	$ (0.59)	$ (1.37)
Discontinued operations		$ (0.25)		$ (0.32)
Basic loss per share	$ (0.18)	$ (0.78)	$ (0.59)	$ (1.69)
Diluted loss per share
Continuing operations	$ (0.18)	$ (0.53)	$ (0.59)	$ (1.37)
Discontinued operations		$ (0.25)		$ (0.32)
Diluted loss per share	$ (0.18)	$ (0.78)	$ (0.59)	$ (1.69)
Basic weighted average number of common shares outstanding	15,805,009	15,700,108	15,795,492	15,679,683
Diluted weighted average number of common and common equivalent shares outstanding	15,805,009	15,700,108	15,795,492	15,679,683

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Discontinued Operations

6 Months Ended

Jun. 30, 2013

Discontinued Operations [Abstract]

Discontinued Operations

3.  Discontinued Operations

BankAtlantic’s fivereporting units each reflected a component of the BankAtlantic entity and was the lowest level for which cash flows could be clearly distinguished, operationally and for financial reporting purposes.  These five components were Community Banking, Commercial Lending, Tax Certificates, Investments, and Capital Services.   Based on the terms of the sale of BankAtlantic to BB&T, the Company determined that the Community Banking, Investments, Capital Services and Tax Certificates reporting units should be treated as discontinued operations.  The Company sold all operations and the majority of the assets and liabilities of these discontinued reporting units to BB&T upon consummation of the BB&T Transaction on July 31, 2012.  Management does not intend to continue in any material respect any activities of or have any continuing involvement with these reporting units.  Although certain assets of the Commercial Lending reporting unit were sold to BB&T, the Company has continued Commercial Lending reporting unit activities resulting in the Company including the Commercial Lending reporting unit in continuing operations in the Company’s Statements of Operations.

Pursuant to the sale to BB&T, in addition to certain assets associated with the Company’s continuing Commercial Lending reporting unit, FAR also retained certain assets and liabilities that were associated with the Company’s disposed reporting units (Community Banking, Tax Certificates, Investments, and Capital Services reporting units). The Company determined that the ongoing cash flows relating to the retained assets of the disposed reporting units expected in future periods were not significant relative to the historical cash flows from the activities of each reporting unit; therefore, the income and expenses associated with the disposed reporting units are reported in discontinued operations for the three and six months ended June 30, 2012.  The results of operations and cash flows associated with the retained assets associated with the disposed reporting units were included in continuing operations for the threeand six months ended June 30, 2013.  

The income  from Community Banking, Investments, Capital Services and Tax Certificates reporting units included in discontinued operations for the three and six months ended June 30, 2012 was as follows (in thousands):

		For the Three	For the Six
		Months Ended	Months Ended
		June 30, 2012	June 30, 2012
Net interest income	$	14,676	32,149
Provision for loan losses		7,301	16,518
Net interest income after
provision for loan losses		7,375	15,631
Total non-interest income		14,733	32,257
Total non-interest expense (1)		26,055	52,871
Loss from discontinued operations
before provision for income taxes		(3,947)	(4,983)
Provision for income taxes		-	-
Loss from discontinued operations	$	(3,947)	(4,983)

(1) General corporate overhead was allocated to continuing operations.

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Related Parties (Tables)

6 Months Ended

Jun. 30, 2013

Related Parties [Abstract]

Schedule Of Service Arrangements With Related Parties

		For the Three Months		For the Six Months
		Ended June 30,		Ended June 30,
		2013	2012	2013	2012
Other revenues	$	110	97	218	180
Expenses:
Employee compensation
and benefits		(48)	(8)	(81)	(17)
Other - back-office support		(52)	(336)	(91)	(804)
Net effect of affiliate transactions
before income taxes	$	10	(247)	46	(641)

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New Accounting Pronouncements

6 Months Ended

Jun. 30, 2013

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

11.  New Accounting Pronouncements   

Update Number 2013-07 – Presentation of Financial Statements (Topic 205):  Liquidation Basis of Accounting. This update requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. The update requires financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation.  The amendments in this update are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013.  The Company believes that this update will not have a material impact on its financial statements.

Update Number 2013-11 – Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  This update requires an entity to present an unrecognized tax benefit in its financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward.  The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.  The Company believes that this update will not have a material impact on its financial statements.

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Loans Receivable (Credit Quality Of Consumer Loans Utilizing FICO Scores) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012		Jun. 30, 2012
Composition Of Loans By Category [Line Items]
Loans receivable, Total	$ 232,231		$ 297,757		$ 362,685
Consumer [Member]
Composition Of Loans By Category [Line Items]
Loans receivable, Total	14,573	[1]	16,907	[2]
Unavailable [Member] | Consumer [Member]
Composition Of Loans By Category [Line Items]
Loans receivable, Total	397	[1]	233	[2]
Less than 500 [Member] | Consumer [Member]
Composition Of Loans By Category [Line Items]
Loans receivable, Total	965	[1]	449	[2]
500-619 [Member] | Consumer [Member]
Composition Of Loans By Category [Line Items]
Loans receivable, Total	8,375	[1]	10,241	[2]
620-679 [Member] | Consumer [Member]
Composition Of Loans By Category [Line Items]
Loans receivable, Total	2,946	[1]	2,531	[2]
Greater than 680 [Member] | Consumer [Member]
Composition Of Loans By Category [Line Items]
Loans receivable, Total	$ 1,890	[1]	$ 3,453	[2]

[1] FICO scores for the majority of the portfolio were obtained during the second quarter of 2013.

[2] FICO scores for the majority of the portfolio were obtained during the fourth quarter of 2012.

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Fair Value Measurement (Schedule Of Financial Disclosures At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and interest bearing deposits banks	$ 21,785	$ 62,873
Tax certificates	892	3,389
Notes payable Woodbridge	11,750
BB&T preferred interest in FAR	154,478	196,877	155,000
Carrying Amount [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and interest bearing deposits banks	21,785	62,873
Tax certificates	1,386	3,389
Loans receivable including loans held for sale, net	246,121	317,310
Notes payable	10,400	10,301
Notes payable Woodbridge	11,750
BB&T preferred interest in FAR	154,478	196,877
Fair Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and interest bearing deposits banks	21,785	62,873
Tax certificates	1,438	3,318
Loans receivable including loans held for sale, net	269,533	316,075
Notes payable	11,250	10,301
Notes payable Woodbridge	11,385
BB&T preferred interest in FAR	156,846	201,099
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and interest bearing deposits banks	21,785	62,873
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Tax certificates	1,438	3,318
Loans receivable including loans held for sale, net	269,533	316,075
Notes payable	11,250	10,301
Notes payable Woodbridge	11,385
BB&T preferred interest in FAR	$ 156,846	$ 201,099

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Acquisitions (Investment In Woodbridge Under Equity Method) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	0 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Apr. 02, 2013 Woodbridge Holdings, LLC [Member]	Jun. 30, 2013 Woodbridge Holdings, LLC [Member]	Jun. 30, 2013 Woodbridge Holdings, LLC [Member]
Business Acquisition [Line Items]
Cash to Woodbridge		$ 60,404	$ 60,404
Notes payable Woodbridge	11,750	11,750	11,750
Increase in additional paid-in capital		13,337	13,337
Investments in Woodbridge - April 2,2013			85,491
Equity earnings in Woodbridge	3,442	3,442		3,442	3,442
Dividends from Woodbridge		5,351		(8,793)
Investments in Woodbridge Holdings, LLC	$ 80,140	$ 80,140	$ 71,750	$ 80,140	$ 80,140

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Acquisitions (Narrative) (Details) (USD $)	6 Months Ended			1 Months Ended	0 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Apr. 02, 2013 BFC Financial Corporation [Member]	Apr. 30, 2013 Florida Asset Resolution Group, LLC [Member] property	Apr. 02, 2013 Woodbridge Holdings, LLC [Member]	Jun. 30, 2013 Woodbridge Holdings, LLC [Member]	Apr. 02, 2013 Cash [Member] Woodbridge Holdings, LLC [Member]	Apr. 02, 2013 Promissory Notes [Member] Woodbridge Holdings, LLC [Member]
Business Acquisition [Line Items]
Contributed investment amount	$ 80,140,000				$ 71,750,000	$ 80,140,000	$ 60,400,000	$ 11,750,000
Transaction costs					400,000
Equity interest			54.00%		46.00%	46.00%
The "Note" term								5 years
The "Note" interest rate per annum								5.00%
Number of foreclosed storage facilities				2
Property, Plant and Equipment, Net	13,735,000	1,096,000		12,800,000		59,557,000
Historical cost in Woodbridge					85,491,000
Increase in additional paid-in capital	$ 13,337,000				$ 13,337,000

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Loans Receivable (Schedule Of Accruing And Non-accruing Commercial Loans) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012
Financing Receivable, Recorded Investment [Line Items]
Nonaccruingl	$ 158,559	$ 195,794
Total	232,231	297,757	362,685
Commercial Non-Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Accruing	6,824	8,644
Nonaccruingl	3,341	3,362
Total	10,165	12,006
Commercial Real Estate Residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Accruing	1,139	1,586
Nonaccruingl	43,754	60,937
Total	44,893	62,523
Commercial Real Estate Owner Other [Member]
Financing Receivable, Recorded Investment [Line Items]
Accruing	51,941	72,510
Nonaccruingl	61,585	79,014
Total	$ 113,526	$ 151,524

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Liquidity Considerations (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Jun. 30, 2013 BBX Capital Corporation [Member]	Jun. 30, 2013 BBX Capital Asset Management, LLC [Member]	Jul. 31, 2012 BBX Capital Asset Management, LLC [Member]	Jun. 30, 2013 Florida Asset Resolution Group, LLC [Member]	Jul. 31, 2012 Florida Asset Resolution Group, LLC [Member]	Jul. 31, 2012 BB&T [Member]
Liquidity Considerations [Line Items]
Cash				$ 15,000,000		$ 82,000,000	$ 6,800,000	$ 50,000,000
Current liabilities					7,300,000
Preferred Membership Percentage								5.00%	95.00%
BB&T preferred interest in FAR	154,478,000	196,877,000	155,000,000
Contributed investment amount	$ 80,140,000

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Loans Receivable (Composition Of Loan Portfolio) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012		Jun. 30, 2012
Composition Of Loans By Category [Line Items]
Gross loans, by category	$ 232,231		$ 297,757		$ 362,685
Premiums, discounts and net deferred fees	137		116
Allowance for loan losses	(5,244)		(5,311)
Loans receivable -- net	227,124		292,562
Loans held for sale	18,997		24,748
Commercial Non-Real Estate [Member]
Composition Of Loans By Category [Line Items]
Gross loans, by category	10,165		12,006
Commercial Real Estate Residential [Member]
Composition Of Loans By Category [Line Items]
Gross loans, by category	44,893		62,523
Commercial Real Estate Owner Other [Member]
Composition Of Loans By Category [Line Items]
Gross loans, by category	113,526		151,524
Consumer [Member]
Composition Of Loans By Category [Line Items]
Gross loans, by category	14,573	[1]	16,907	[2]
Residential-Interest Only [Member]
Composition Of Loans By Category [Line Items]
Gross loans, by category	16,269		17,798
Residential-Amortizing [Member]
Composition Of Loans By Category [Line Items]
Gross loans, by category	$ 32,805		$ 36,999

[1] FICO scores for the majority of the portfolio were obtained during the second quarter of 2013.

[2] FICO scores for the majority of the portfolio were obtained during the fourth quarter of 2012.

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Related Parties (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Apr. 02, 2013 BFC Financial Corporation [Member]	Jun. 30, 2013 Woodbridge Holdings, LLC [Member]	Apr. 02, 2013 Woodbridge Holdings, LLC [Member]	Dec. 31, 2010 Restricted Class A Common Stock Awards [Member] BFC Financial Corporation [Member]
Related Party Transaction [Line Items]
Compensation, paid per month for advisory fees			$ 12,500
Percentage of fee, based on net recoveries			1.00%
Advisory fees pad for recoveries on loans		100,000		200,000
Shares granted to employees								15,000
Vesting period for Class A shares								4 years
Options and restricted stock expenses	48,000	8,000	81,000	17,000
Notes payable Woodbridge	11,750,000		11,750,000				11,750,000
Equity interest					54.00%		46.00%
Interest expense, Woodbridge note payable						$ 147,000
Conversion of shares BFC common stock for BBX Capital common stock			5.39

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Discontinued Operations (Schedule Of Discontinued Operations By Income Statement Account) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013	Jun. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reversal of (provision for) loan losses	$ 172	$ (627)		$ 931	$ (1,392)
Loss from discontinued operations before provision for income taxes		(3,947)			(4,983)
Loss from discontinued operations, Total		(3,947)			(4,983)
BB&T [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net interest income		14,676			32,149
Reversal of (provision for) loan losses		7,301			16,518
Net interest income after provision for loan losses		7,375			15,631
Total non-interest income		14,733			32,257
Total non-interest expense		26,055	[1]		52,871	[1]
Loss from discontinued operations before provision for income taxes		(3,947)			(4,983)
Loss from discontinued operations, Total		$ (3,947)			$ (4,983)

[1] General corporate overhead was allocated to continuing operations.

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Loans Receivable (Activity In The Allowance For Loan Losses By Portfolio) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Financing Receivable, Allowance for Credit Losses [Line Items]
Beginning balance	$ 5,249	$ 7,167	$ 5,311	$ 129,887
Charge-off:	(3,479)	(4,922)	(5,423)	(89,437)
Recoveries:	3,302	2,662	4,425	4,649
Provision:	172	(627)	931	(1,392)
Transfer to held for sale:				(48,645)
Discontinued operations provision:		2,873		12,091
Ending balance / Total	5,244	7,153	5,244	7,153
Allowance for Loan Losses, Ending balance individually evaluated for impairment	1,283	2,292	1,283	2,292
Allowance for Loan Losses, Ending balance collectively evaluated for impairment	3,961	4,861	3,961	4,861
Loans receivable, Ending balance individually evaluated for impairment	181,527	250,724	181,527	250,724
Loans receivable, Ending balance collectively evaluated for impairment	50,704	111,961	50,704	111,961
Total	232,231	362,685	232,231	362,685	297,757
Proceeds from loan sales	1,100			1,000
Transfer to loans held for sale			1,100	16,140
Commercial Non-Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Beginning balance	1,196	1,359	1,735	16,407
Charge-off:				(14,615)
Recoveries:	84	386	255	440
Provision:	104	(945)	(606)	465
Transfer to held for sale:				(1,897)
Ending balance / Total	1,384	800	1,384	800
Allowance for Loan Losses, Ending balance individually evaluated for impairment	822	237	822	237
Allowance for Loan Losses, Ending balance collectively evaluated for impairment	562	563	562	563
Loans receivable, Ending balance individually evaluated for impairment	3,341	7,361	3,341	7,361
Loans receivable, Ending balance collectively evaluated for impairment	6,824	20,806	6,824	20,806
Total	10,165	28,167	10,165	28,167
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Beginning balance	1,437	4,212	1,869	67,054
Charge-off:	(2,509)	(1,778)	(3,688)	(53,281)
Recoveries:	1,870	1,631	2,147	1,631
Provision:	174	318	644	(1,857)
Transfer to held for sale:				(9,164)
Ending balance / Total	972	4,383	972	4,383
Allowance for Loan Losses, Ending balance individually evaluated for impairment	461	1,265	461	1,265
Allowance for Loan Losses, Ending balance collectively evaluated for impairment	511	3,118	511	3,118
Loans receivable, Ending balance individually evaluated for impairment	135,249	194,168	135,249	194,168
Loans receivable, Ending balance collectively evaluated for impairment	23,170	39,502	23,170	39,502
Total	158,419	233,670	158,419	233,670
Proceeds from loan sales	1,100			1,000
Transfer to loans held for sale			1,100	16,140
Small Business [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Beginning balance		1,020		7,168
Charge-off:		(748)		(2,372)
Recoveries:	42	128	116	270
Provision:	(42)		(116)
Transfer to held for sale:				(4,454)
Discontinued operations provision:		926		714
Ending balance / Total		1,326		1,326
Allowance for Loan Losses, Ending balance individually evaluated for impairment		790		790
Allowance for Loan Losses, Ending balance collectively evaluated for impairment		536		536
Loans receivable, Ending balance individually evaluated for impairment		957		957
Loans receivable, Ending balance collectively evaluated for impairment		30,761		30,761
Total		31,718		31,718
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Beginning balance	1,993	366	1,261	22,554
Charge-off:	(911)	(849)	(1,287)	(7,413)
Recoveries:	559	236	1,017	1,031
Provision:	1,084		1,734
Transfer to held for sale:				(20,639)
Discontinued operations provision:		654		4,874
Ending balance / Total	2,725	407	2,725	407
Allowance for Loan Losses, Ending balance collectively evaluated for impairment	2,725	407	2,725	407
Loans receivable, Ending balance individually evaluated for impairment	4,563	7,907	4,563	7,907
Loans receivable, Ending balance collectively evaluated for impairment	10,010	12,081	10,010	12,081
Total	14,573	19,988	14,573	19,988
Residential [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Beginning balance	623	210	446	16,704
Charge-off:	(59)	(1,547)	(448)	(11,756)
Recoveries:	747	281	890	1,277
Provision:	(1,148)		(725)
Transfer to held for sale:				(12,491)
Discontinued operations provision:		1,293		6,503
Ending balance / Total	163	237	163	237
Allowance for Loan Losses, Ending balance collectively evaluated for impairment	163	237	163	237
Loans receivable, Ending balance individually evaluated for impairment	38,374	40,331	38,374	40,331
Loans receivable, Ending balance collectively evaluated for impairment	10,700	8,811	10,700	8,811
Total	$ 49,074	$ 49,142	$ 49,074	$ 49,142

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Presentation Of Interim Financial Statements (Details) (USD $)	6 Months Ended	0 Months Ended	6 Months Ended			6 Months Ended		6 Months Ended				6 Months Ended			6 Months Ended
	Jun. 30, 2013 item	Aug. 05, 2013 Subsequent Event [Member]	Jun. 30, 2013 Subsequent Event [Member] Catalfumo [Member]	Jun. 30, 2013 Florida Asset Resolution Group, LLC [Member]	Jul. 31, 2012 Florida Asset Resolution Group, LLC [Member]	Jun. 30, 2013 BBX Capital Asset Management, LLC [Member]	Jul. 31, 2012 BBX Capital Asset Management, LLC [Member]	Jun. 30, 2013 BBX Capital Asset Management, LLC [Member] Subsequent Event [Member] Catalfumo [Member]	Jun. 30, 2013 BFC Financial Corporation [Member]	Apr. 02, 2013 BFC Financial Corporation [Member]	Apr. 02, 2013 Woodbridge Holdings, LLC [Member]	Jun. 30, 2013 Bluegreen Corporation [Member] item property	Jun. 30, 2013 BB&T [Member]	Jul. 31, 2012 BB&T [Member]	Jun. 30, 2013 Class A Common Stock [Member]	Jun. 30, 2013 Class A Common Stock [Member] BFC Financial Corporation [Member]	Jun. 30, 2013 Class B Common Stock [Member]	Jun. 30, 2013 Class B Common Stock [Member] BFC Financial Corporation [Member]
Presentation Of Interim Financial Statements [Line Items]
Number of owners												170,000
Number of owned or managed resorts												61
Number of classes of stock held	2
Aggregate percentage of combined voting power									73.00%						53.00%		47.00%
Percent of common stock owned																53.00%		100.00%
Conversion of shares BFC common stock for BBX Capital common stock	5.39
Percent of common stock held, Maximum, for exercising appraisal rights						10.00%
Contributed investment amount	$ 80,140,000
Equity interest										54.00%	46.00%	54.00%
Cash				6,800,000	50,000,000		82,000,000
Performing and non-performing loans, tax certificates and real estate owned, carrying value					346,000,000
Basis spread on preferred interest return	200.00%
Preferred membership interest					5.00%									95.00%
Trust preferred securities	285,000,000			154,500,000
Incremental payments of preference amount													35,000,000
Period in which VIE assets are expected to be monetized													7 years
Non-performing commercial loans, commercial real estate owned and previously written-off assets, carrying value							125,000,000
Payment received on commercial real estate loan				19,700,000
Preference amount	285,000,000
Time deposits with other banks	500,000
Settlement amount								25,000,000
Additional cash payment			$ 5,000,000
Cash payment interest rate		12.00%	4.75%

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Consolidated Statements Of Stockholders' (Deficit) Equity (USD $) In Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	(Accumulated Deficit) [Member]	Accumulated Other Comprehensive Loss [Member]	Total
BALANCE at Dec. 31, 2011	$ 156	$ 329,995	$ (326,692)	$ (20,385)	$ (16,926)
Net loss			(26,515)		(26,515)
Other comprehensive loss				(584)	(584)
Share based compensation expense	1	268			269
BALANCE at Jun. 30, 2012	157	330,263	(353,207)	(20,969)	(43,756)
BALANCE at Dec. 31, 2012	157	331,097	(90,930)		240,324
Net loss			(9,381)		(9,381)
Investment in Woodbridge Holdings, LLC		13,337			13,337
Share based compensation expense		1,115			1,115
BALANCE at Jun. 30, 2013	$ 157	$ 345,549	$ (100,311)		$ 245,395

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Presentation Of Interim Financial Statements

6 Months Ended

Jun. 30, 2013

Presentation Of Interim Financial Statements [Abstract]

Presentation Of Interim Financial Statements

1.  Presentation of Interim Financial Statements

Basis of Financial Statement Presentation –BBX Capital Corporation is referred to herein as the “Parent Company” or “BBX Capital” and, together with its subsidiaries, is referred to as “the Company”, “we”, “us,” or “our”.  BBX Capital was organized under the laws of the State of Florida in 1994. We are a Florida-based company, involved in the ownership, financing, acquisition, development and management of real estate and real estate related assets and operating businesses. In April 2013, BBX Capital acquired a 46% equity interest in Woodbridge Holdings, LLC (“Woodbridge”).  Woodbridge’s principal asset is its ownership of Bluegreen Corporation and its subsidiaries (“Bluegreen”).  Bluegreen is a vacation ownership company with 170,000 owners and over 61 owned or managed resorts.  BFC Financial Corporation (“BFC”), the controlling shareholder of the Company, owns the remaining 54% of Woodbridge.

On May 7, 2013, BBX Capital entered into a definitive merger agreement (the “Merger Agreement”) with BFC and BBX Merger Sub, LLC, a newly formed wholly owned subsidiary of BFC (“Merger Sub”). The Merger Agreement provides for BBX Capital to merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company of the Merger and a wholly owned subsidiary of BFC. Under the terms of the Merger Agreement, which has been approved by a special committee comprised of the Company’s independent directors (the “Special Committee”) as well as the full boards of directors of both BFC and the Company, the Company’s shareholders (other than BFC and shareholders of the Company who exercise and perfect their appraisal rights in accordance with Florida law) will be entitled to receive 5.39 shares of BFC’s Class A Common Stock in exchange for each share of the Company’s Class A Common Stock that they hold at the effective time of the Merger (as such exchange ratio may be adjusted in accordance with the terms of the Merger Agreement, the “Exchange Ratio”). Each option to acquire shares of the Company’s Class A Common Stock that is outstanding at the effective time of the Merger, whether or not then exercisable, will be converted into an option to acquire shares of BFC’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the Merger, except that the number of shares which may be acquired upon exercise of the option will be multiplied by the Exchange Ratio and the exercise price of the option will be divided by the Exchange Ratio. In addition, each share of the Company’s Class A Common Stock subject to a restricted stock award outstanding at the effective time of the Merger will be converted into a restricted share of BFC’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the Merger, except that the number of shares subject to the award will be multiplied by the Exchange Ratio.  Consummation of the Merger is subject to certain closing conditions, including, without limitation, the approval of BFC’s and the Company’s respective shareholders, BFC’s Class A Common Stock being approved for listing on a national securities exchange (or interdealer quotation system of a registered national securities association) at the effective time of the Merger, holders of not more than 10% of the Company’s Common Stock exercising appraisal rights, and the absence of any “Material Adverse Effect” (as defined in the Merger Agreement) with respect to either the Company or BFC.

The Company has two classes of common stock, Class A Common Stock and Class B Common Stock. Holders of the Class A common stock are entitled to one vote per share, which in the aggregate represents 53% of the combined voting power of the Class A common stock and the Class B common stock. Class B common stock represents the remaining 47% of the combined vote. BFC currently owns 100% of the Company’s Class B common stock and 53% of the Company’s outstanding Class A common stock, which represents 53% of the Company’s aggregate outstanding common stock and 73% of the voting power of the Company’s common stock. 

BBX Capital’s principal asset until July 31, 2012 was its investment in BankAtlantic and its subsidiaries (“BankAtlantic”). BankAtlantic was a federal savings bank headquartered in Fort Lauderdale, Florida and provided traditional retail banking services and a wide range of commercial banking products and related financial services through a broad network of community branches located in Florida.  On July 31, 2012, BBX Capital completed the sale to BB&T Corporation (“BB&T”) of all of the issued and outstanding shares of capital stock of BankAtlantic (the stock sale and related transactions described below are collectively referred to as the “BB&T Transaction”).

Pursuant to the terms of the BB&T Transaction, BankAtlantic formed BBX Capital Asset Management, LLC (“CAM”) and Florida Asset Resolution Group, LLC (“FAR”). BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and real estate owned that had an aggregate carrying value on BankAtlantic’s Consolidated Statement of Financial Condition of approximately $346 million as of July 31, 2012 (the date the BB&T Transaction was consummated).  FAR assumed all liabilities related to these assets.  BankAtlantic also contributed $50 million of cash to FAR on July 31, 2012.  Prior to the closing of the BB&T Transaction, BankAtlantic distributed all of the membership interests in FAR to the Company.  At the closing of the BB&T Transaction, the Company transferred to BB&T 95% of the outstanding preferred membership interests in FAR in connection with BB&T’s assumption of the Company’s then outstanding trust preferred securities (“TruPS”) obligations. The Company continues to hold the remaining 5% of FAR’s preferred membership interests. BB&T will hold its 95% preferred interest in the net cash flows of FAR until such time as it has recovered $285 million in preference amount plus a priority return of LIBOR + 200 basis points per annum on any unpaid preference amount. At that time, BB&T’s interest in FAR will terminate, and the Company will thereafter be entitled to any and all residual proceeds from FAR through its ownership of FAR’s Class R units. The Company entered into an incremental $35 million guarantee in BB&T’s favor to further assure BB&T’s recovery of the $285 million preferred interest within seven years.  At June 30, 2013, BB&T’s preferred interest in FAR was approximately $154.5 million.  In August 2013, FAR received full payment on a $19.7 million commercial real estate loan which, upon declaration of a dividend by the FAR Board of Managers, will further reduce BB&T’s preferred membership interest in FAR.

Prior to the closing of the BB&T Transaction, BankAtlantic contributed to CAM certain non-performing commercial loans, commercial real estate owned and previously written-off assets that had an aggregate carrying value on BankAtlantic’s Consolidated Statement of Financial Condition of $125 million as of July 31, 2012.  CAM assumed all liabilities related to these assets.  BankAtlantic also contributed $82 million of cash to CAM on July 31, 2012.  Prior to the closing of the BB&T Transaction, BankAtlantic distributed all of the membership interests in CAM to the Company.  CAM remains a wholly-owned subsidiary of the Company. 

BankAtlantic’s historical Community Banking, Investment, Capital Services and Tax Certificate reporting units are reflected as “Discontinued Operations” in the Company’s unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2012.  The Company has continued to service and manage and may originate commercial loans following the sale of BankAtlantic to BB&T. As a result, the historical operations for BankAtlantic’s commercial lending reporting unit are included in the Company’s unaudited Consolidated Statement of Operations as continuing operations for the three and six months ended June 30, 2012.  The Consolidated Statement of Stockholders’ Equity (Deficit), Consolidated Statements of Comprehensive Loss and Consolidated Statement of Cash Flows remain unchanged from the historical presentation for the six months ended June 30, 2012.

The Company’s consolidated financial statements have been prepared on a going concern basis, which reflects the realization of assets and the repayments of liabilities in the normal course of business.

Included in cash and due from banks in the Company’s Consolidated Statement of Financial Condition as of December 31, 2012 was $0.5 million of time deposits with other banks. These time deposits had original maturities of greater than 90 days and accordingly are not considered cash equivalents.

All significant inter-company balances and transactions have been eliminated in consolidation.  Throughout this document, the term “fair value” in each case is an estimate of fair value as discussed herein.

In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) as are necessary for a fair statement of the Company's consolidated financial condition at June 30, 2013, the consolidated results of operations and consolidated statement of comprehensive loss for the three and six months ended June 30, 2013 and 2012, and the consolidated stockholders' equity (deficit) and cash flows for the six months ended June 30, 2013 and 2012.  The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of results of operations that may be expected for subsequent interim periods during 2013 or for the year ended December 31, 2013.  The consolidated financial statements and related notes are presented as permitted by Form 10-Q and should be read in conjunction with the consolidated financial statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

Certain amounts for prior years have been reclassified to conform to the revised financial statement presentation for 2013.

Subsequent Events - In June 2013, CAM entered into a settlement agreement with respect to litigation between CAM and Daniel S. Catalfumo and certain members of his family and affiliated entities (collectively, “Catalfumo”) relating to the Company’s lending relationship with Catalfumo. Pursuant to the terms of the settlement agreement, Catalfumo has agreed to pay CAM $25 million in cash and to transfer to CAM certain properties with an aggregate carrying value of $10.3 million as of June 30, 2013. Interest on the $25 million payment accrues at a rate of 12% per annum from August 5, 2013 through the date of payment. Catalfumo has also agreed to pay CAM an additional $5 million in cash by May 20, 2014. Catalfumo, at its discretion, may elect to make the $5 million payment on or before November 20, 2013. If the $5 million cash payment is not made by November 20, 2013, such payment will accrue interest at a rate of 4.75% per annum from May 20, 2013 through the date of payment.  There is no assurance that Catalfumo will make the agreed upon payments and transfers in accordance with the terms of the settlement agreement, or at all.  If Catalfumo does not comply with the terms of the settlement agreement CAM would proceed with its litigation against Catalfumo.

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Variable Interest Entity - FAR

6 Months Ended

Jun. 30, 2013

Variable Interest Entity - FAR [Abstract]

Variable Interest Entity - FAR

4.  Variable Interest Entity - FAR

In consideration for BB&T assuming the Company’s $285.4 million in principal amount of TruPS, BB&T received from the Company at the closing of the BB&T Transaction a 95% preferred membership interest in the net cash flows of FAR until such time as it has recovered $285 million in preference amount plus a priority return of LIBOR + 200 basis points per annum.  At that time, BB&T’s interest in FAR will terminate, and the Company, which initially holds a 5% preferred membership interest in the net cash flows of FAR, will thereafter be entitled to any and all residual proceeds. The Company provided BB&T with an incremental $35 million guarantee to further assure BB&T’s recovery of the $285 million preference amount within seven years.  At June 30, 2013, BB&T’s preferred interest in FAR has been reduced to approximately $154.5 million.  In August 2013, FAR received full payment on a $19.7 million commercial real estate loan which, upon declaration of a dividend by the FAR Board of Managers, will further reduce BB&T’s preferred membership interest in FAR.

The Company’s variable interests in FAR include its 5%  preferred membership interest in the cash flows of FAR, rights to all residual cash flows after satisfaction of the preferred membership interests, and the incremental $35 million guarantee in favor of BB&T.  The Company also services approximately $20 million of FAR commercial loans,$12.7 million of FAR’s properties and equipment and $7.2 million of FAR’s real estate owned.  The Company has a right of first refusal to acquire certain FAR commercial loans. It can also purchase certain commercial loans on a basis established in FAR’s operating agreement. 

The Company analyzed FAR’s amended and restated limited liability agreement and determined that it was the primary beneficiary and therefore should consolidate FAR in its financial statements. This conclusion was based primarily on the determination that the Company has the right to receive any appreciation of the assets of FAR through its rights to the residual cash flows of FAR and has the obligation to absorb losses as well as its obligation under the incremental $35 million guarantee to BB&T assuring the repayment of BB&T’s preferred interest in FAR. Also contributing to the Company’s determination that it was the primary beneficiary of FAR was its ability to direct the activities relating to the commercial loans that it services, its ability to purchase certain commercial loans, and its right of first refusal in connection with the disposition of certain commercial loans. 

BB&T’s preferred equity interest in FAR only entitles it to a  $285 million preference amount plus the related priority return.  Based on the amended and restated limited liability company agreement, FAR is required to make quarterly distributions, or more frequently as approved by FAR’s Board of Managers, of excess cash flows from its operations and the orderly disposition of its assets to redeem the preferred membership interests in FAR.  As such, the Class A units, which represent the preferred interest in FAR, are considered mandatorily redeemable and are reflected as debt obligations in the Company’s Consolidated Statement of Financial Condition and the priority return is considered interest expense in the Company’s Consolidated Statements of Operations.

The activities of FAR are governed by the amended and restated limited liability company agreement which grants the Board of Managers management authority over FAR.  The Board has four members, two members elected by the Company and two members elected by BB&T.  Any action on matters before the Board requires three of the members’ approval.  BB&T members will resign from the Board upon the redemption of its preferred interest in FAR. 

The carrying amount of the assets and liabilities of FAR and the classification of these assets and liabilities in the Company’s Consolidated Statements of Financial Condition was as follows (in thousands):

		June 30,	December 31,
		2013	2012
Cash and interest bearing deposits in banks	$	6,817	6,615
Tax certificates held for sale		494	-
Tax certificates, net		892	3,389
Loans held for sale		15,965	20,052
Loans receivable, net		179,726	242,506
Real estate owned		25,821	21,997
Office properties and equipment		12,726	-
Other assets		925	1,649
Total assets	$	243,366	296,208
BB&T preferred interest in FAR, LLC	$	154,478	196,877
Other liabilities		13,418	13,603
Total liabilities	$	167,896	210,480

Until BB&T’s preference amount is repaid, the proceeds from the monetization of FAR’s assets are restricted to  payments of expenses, including the priority return and estimated working capital requirements of FAR, and the repayment of FAR’s preferred membership interests. FAR currently anticipates making distributions at least quarterly.  The Company will receive 5% of such distributions from the monetization of FAR’s assets, net of expenses. FAR finances its activities through revenues from principal and interest payments received on, and the monetization of, its assets.  

The Company’s maximum loss exposure in FAR if all of FAR’s assets were deemed worthless would have been  $111 million as of June 30, 2013, consisting of $76 million of net assets plus the $35 million incremental guarantee.

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Acquisitions

6 Months Ended

Jun. 30, 2013

Acquisitions [Abstract]

Acquisitions

2. Acquisitions

On April 2, 2013, the Company  invested$71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The investment was made in connection with Woodbridge’s acquisition on April 2, 2013 of the publicly held shares of Bluegreen. BFC holds the remaining 54% of Woodbridge’s outstanding equity interests. The Company’s investment in Woodbridge consisted of $60.4 million in cash (including $0.4 million in transaction costs) and a promissory note in Woodbridge’s favor in the principal amount of $11.75 million (the “Note”). The Note has a term of five years, accrues interest at a rate of 5% per annum and requires the Company to make payments of interest only on a quarterly basis during the term of the Note, with all outstanding amounts being due and payable at the end of the five-year term. In connection with the Company’s investment in Woodbridge, the Company and BFC entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company’s and BFC’s respective rights as members of Woodbridge and provides, among other things, for unanimity on certain specified “major decisions” and for distributions to be made on a pro rata basis in accordance with the Company’s and BFC’s percentage equity interests in Woodbridge.

The Company’s investment in Woodbridge is accounted for on the equity method.  Under the equity method, an investment is shown on the Statement of Financial Condition of an investor as a single amount and an investor’s share of earnings or losses from its investment is shown in the Statement of Operations as a single amount.  The investment is initially measured at cost and adjusted for the investor’s share of the earnings or losses of the investee as well as dividends received from the investee.  The investor recognizes its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements rather than in the period in which an investee declares a dividend.

The Company’s investment in Woodbridge was accounted for as a transaction between entities under common control as BFC is the controlling shareholder of the Company and Woodbridge.  As a consequence, the investment in Woodbridge was recorded by the Company at BFC’s historical costs and the difference between 46% of BFC’s historical cost in Woodbridge ($85.1 million) and the amount the Company invested in Woodbridge ($71.75 million) was recognized as an increase in additional paid-in capital ($13.34 million) in the Company’s financial statements.

The following are the components of the Company’s initial investment in Woodbridge and the adjustments to the investment in Woodbridge under the equity method from the date of the investment (April 2, 2013) through June 30, 2013 (in thousands).

Cash to Woodbridge	$	60,404
Note payable to Woodbridge		11,750
Increase in additional paid-in capital		13,337
Investment in Woodbridge - April 2, 2013		85,491
Equity earnings in Woodbridge		3,442
Dividends received from Woodbridge		(8,793)
Investment in Woodbridge - June 30, 2013	$	80,140

The following is Woodbridge’s summarized Consolidated Statement of Financial Condition as of June 30, 2013:

Woodbridge Holdings, LLC
Consolidated Statements of Financial Condition  -Unaudited
(In thousands)
		June 30,
		2013
Assets
Cash and cash equivalents	$	114,042
Restricted cash		65,529
Notes receivable, net		469,981
Inventory of real estate		193,030
Property and equipment, net		59,557
Intangible assets		64,256
Other assets		69,082
Total assets	$	1,035,477
Liabilities and Equity
Accounts payable, accrued liabilities and other		115,879
Deferred tax liability, net		70,204
Receivable-backed notes payable		413,061
Notes and mortgage notes payable		88,504
Junior subordinated debentures		146,118
Total liabilities		833,766
Equity
Total Woodbridge members' equity		173,387
Note receivable - BBX Capital		(11,750)
Noncontrolling interest		40,074
Total equity		201,711
Total liabilities and shareholders' equity	$	1,035,477

The following is Woodbridge’s summarized Consolidated Statement of Operations from April 2, 2013 through June 30, 2013:

Woodbridge Holdings, LLC
Consolidated Statements of Operations - Unaudited
	(In thousands)
	Revenues:
	Total revenues	$	131,876
	Costs and expenses:
	Total costs and expenses		115,381
	Other income		358
	Income from continuing operations before taxes		16,853
	Provision for income taxes		(5,540)
	Income from continuing operations		11,313
	Discontinued operations:
	(Loss) from discontinued operations, net of taxes		(78)
	Net income		11,235
	Net income attributable to noncontrolling interest		(3,752)
	Net income attributable to Woodbridge		7,483
	BBX Capital equity interest in Woodbridge		46%
	Equity earnings in Woodbridge	$	3,442

During April 2013, FAR acquiredtwo climate controlled storage facilities located in Fort Lauderdale, Florida in connection with the foreclosure of loans secured by these properties.  FAR decided to retain and, with BBX Capital’s assistance, manage these facilities and upon foreclosure recorded the facilities in properties and equipment in the Company’s Statement of Financial Condition measured at an estimated aggregate fair value of $12.8 million.

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Loans Receivable (Recorded Investment (Unpaid Principal Balance Less Charge-Offs And Deferred Fees) Of Non-Accrual Loans Receivable And Loans Held For Sale) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total recorded investment of non-accrual loans, by type	$ 158,559	$ 195,794
Commercial Non-Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total recorded investment of non-accrual loans, by type	3,341	3,362
Commercial Real Estate Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total recorded investment of non-accrual loans, by type	43,754	60,937
Commercial Real Estate Owner Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total recorded investment of non-accrual loans, by type	61,585	79,014
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total recorded investment of non-accrual loans, by type	6,168	7,859
Residential-Interest Only [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total recorded investment of non-accrual loans, by type	15,254	16,115
Residential-Amortizing [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total recorded investment of non-accrual loans, by type	$ 28,457	$ 28,507

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Acquisitions (Statement Of Financial Position) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 21,785	$ 62,377	$ 1,193,462	$ 764,636
Property and equipment, net	13,735	1,096
Other assets	4,928	3,874
Total assets	442,031	470,703
LIABILITIES AND EQUITY
Total liabilities	196,636	230,379
Stockholders' Equity:
Total stockholders' equity	245,395	240,324	(43,756)	(16,926)
Total liabilities and stockholders' equity	442,031	470,703
Woodbridge Holdings, LLC [Member]
ASSETS
Cash and cash equivalents	114,042
Restricted cash	65,529
Notes receivable, net	469,981
Inventory of real estate	193,030
Property and equipment, net	59,557
Intangible assets	64,256
Other assets	69,082
Total assets	1,035,477
LIABILITIES AND EQUITY
Accounts payable, accrued liabilities and other	115,879
Deferred tax liability, net	70,204
Receivable-backed notes payable	413,061
Notes and mortgage notes payable	88,504
Junior subordinated debentures	146,118
Total liabilities	833,766
Stockholders' Equity:
Total Woodbridge members' equity	173,387
Note receivable - BBX Capital	(11,750)
Noncontrolling interest	40,074
Total stockholders' equity	201,711
Total liabilities and stockholders' equity	$ 1,035,477

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Variable Interest Entity - FAR (Narrative) (Details) (USD $)	6 Months Ended				6 Months Ended			6 Months Ended		6 Months Ended
	Jun. 30, 2013 item	Dec. 31, 2012	Jun. 30, 2012	Jul. 31, 2012 BBX Capital Asset Management, LLC [Member]	Jun. 30, 2013 BB&T [Member] item	Jun. 30, 2013 Florida Asset Resolution Group, LLC [Member]	Jul. 31, 2012 Florida Asset Resolution Group, LLC [Member]	Jun. 30, 2013 Variable Interest Entity [Member]	Dec. 31, 2012 Variable Interest Entity [Member]	Jun. 30, 2013 Variable Interest Entity [Member] Florida Asset Resolution Group, LLC [Member]
Variable Interest Entity [Line Items]
Principal amount of TruPS								$ 285,400,000
Preferred membership interest								95.00%
Preference amount	285,000,000
BB&T preferred interest in FAR	154,478,000	196,877,000	155,000,000					154,478,000	196,877,000
Basis points per annum								200
Initial preferred membership interest										5.00%
Period in which VIE assets are expected to be monetized					7 years
Incremental Guarantee								35,000,000
Principal balance of commercial loans serviced for FAR	20,000,000
Principal balance of properties and equipment for FAR	12,700,000
Principal balance of real estate owned serviced for FAR	7,200,000
Number of managers on The Board	4
Number of members elected by the Company	2				2
Required approvals of an issue to pass	3
Cash				82,000,000		6,800,000	50,000,000	6,817,000	6,615,000
Trust Preferred Securities	285,000,000					154,500,000
Percent of net cash flows received from monetization of assets						5.00%
Company's maximum loss exposure in VIE						111,000,000
Assets	$ 442,031,000	$ 470,703,000				$ 76,000,000		$ 243,366,000	$ 296,208,000

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Fair Value Measurement (Schedule Of Quantitative Fair Value Measurements) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 59,008		$ 36,685
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	19,279
Impaired Real Estate Owned [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	25,076		27,288
Impaired Loans Held For Sale [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	14,653		9,397
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	59,008		36,685
Significant Unobservable Inputs (Level 3) [Member] | Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	19,279
Valuation technique	Fair Value of Collateral
Significant Unobservable Inputs (Level 3) [Member] | Impaired Real Estate Owned [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	25,076		27,288
Valuation technique	Fair Value of Property
Significant Unobservable Inputs (Level 3) [Member] | Impaired Loans Held For Sale [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	14,653		9,397
Valuation technique	Fair Value of Collateral
Significant Unobservable Inputs (Level 3) [Member] | Minimum [Member] | Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	100	[1],[2]
Significant Unobservable Inputs (Level 3) [Member] | Minimum [Member] | Impaired Real Estate Owned [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	100	[1],[2]	400	[1],[2]
Significant Unobservable Inputs (Level 3) [Member] | Minimum [Member] | Impaired Loans Held For Sale [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	100	[1],[2]	900	[1],[2]
Significant Unobservable Inputs (Level 3) [Member] | Maximum [Member] | Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	9,000	[1],[2]
Significant Unobservable Inputs (Level 3) [Member] | Maximum [Member] | Impaired Real Estate Owned [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	11,800	[1],[2]	6,500	[1],[2]
Significant Unobservable Inputs (Level 3) [Member] | Maximum [Member] | Impaired Loans Held For Sale [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	2,200	[1],[2]	3,600	[1],[2]
Significant Unobservable Inputs (Level 3) [Member] | Weighted Average [Member] | Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	400
Significant Unobservable Inputs (Level 3) [Member] | Weighted Average [Member] | Impaired Real Estate Owned [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	1,800		3,000	[1],[2]
Significant Unobservable Inputs (Level 3) [Member] | Weighted Average [Member] | Impaired Loans Held For Sale [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value	$ 400		$ 1,900	[1],[2]

[1] Range and average appraised values were reduced by costs to sell.

[2] Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

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Related Parties (Schedule Of Service Arrangements With Related Parties) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Related Parties [Abstract]
Other revenues	$ 110,000	$ 97,000	$ 218,000	$ 180,000
Employee compensation and benefits	(48,000)	(8,000)	(81,000)	(17,000)
Other- back- office support	(52,000)	(336,000)	(91,000)	(804,000)
Net effect of affiliate transactions before income taxes	$ 10,000	$ (247,000)	$ 46,000	$ (641,000)

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Loans Receivable (Average Recorded Investment And Interest Income Recognized On Impaired Loans) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Financing Receivable, Impaired [Line Items]
With an allowance recorded, Average Recorded Investment	$ 27,416	$ 45,642	$ 31,652	$ 47,898
With an allowance recorded, Interest Income Recognized	178	324	434	653
With no related allowance recorded, Average Recorded Investment	174,843	290,138	179,862	308,584
With no related allowance recorded, Interest Income Recognized	524	1,038	1,389	2,114
Average Recorded Investment, Total	202,259	335,780	211,514	356,482
Interest Income Recognized, Total	702	1,362	1,823	2,767
Commercial Non-Real Estate [Member]
Financing Receivable, Impaired [Line Items]
With an allowance recorded, Average Recorded Investment	3,023	1,187	3,028	1,183
With an allowance recorded, Interest Income Recognized	24		84
With no related allowance recorded, Average Recorded Investment	330	6,954	330	6,413
With no related allowance recorded, Interest Income Recognized		62		80
Average Recorded Investment, Total	3,353	8,141	3,358	7,596
Interest Income Recognized, Total	24	62	84	80
Commercial Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment, Total	139,465	234,288	148,112	257,129
Interest Income Recognized, Total	447	1,067	1,336	2,223
Commercial Real Estate Residential [Member]
Financing Receivable, Impaired [Line Items]
With an allowance recorded, Average Recorded Investment	2,746	8,136	3,036	10,309
With an allowance recorded, Interest Income Recognized		73		150
With no related allowance recorded, Average Recorded Investment	42,873	59,357	42,467	68,429
With no related allowance recorded, Interest Income Recognized	75	139	313	365
Commercial Real Estate Owner Other [Member]
Financing Receivable, Impaired [Line Items]
With an allowance recorded, Average Recorded Investment	19,777	35,361	24,577	35,447
With an allowance recorded, Interest Income Recognized	154	251	350	503
With no related allowance recorded, Average Recorded Investment	74,069	131,434	78,032	142,944
With no related allowance recorded, Interest Income Recognized	218	604	673	1,205
Small Business [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment, Total		12,369		12,412
Interest Income Recognized, Total		119		237
Small Business Real Estate [Member]
Financing Receivable, Impaired [Line Items]
With no related allowance recorded, Average Recorded Investment		10,659		10,693
With no related allowance recorded, Interest Income Recognized		109		215
Small Business Non-Real Estate [Member]
Financing Receivable, Impaired [Line Items]
With an allowance recorded, Average Recorded Investment		958		959
With no related allowance recorded, Average Recorded Investment		752		760
With no related allowance recorded, Interest Income Recognized		10		22
Consumer [Member]
Financing Receivable, Impaired [Line Items]
With an allowance recorded, Average Recorded Investment	1,870		1,011
With no related allowance recorded, Average Recorded Investment	12,493	19,140	14,032	19,340
With no related allowance recorded, Interest Income Recognized	66	82	142	163
Average Recorded Investment, Total	14,363	19,140	15,043	19,340
Interest Income Recognized, Total	66	82	142	163
Residential [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment, Total	45,078	61,842	45,001	60,005
Interest Income Recognized, Total	165	32	261	64
Residential-Interest Only [Member]
Financing Receivable, Impaired [Line Items]
With no related allowance recorded, Average Recorded Investment	15,226	22,812	15,123	21,128
With no related allowance recorded, Interest Income Recognized	28		28
Residential-Amortizing [Member]
Financing Receivable, Impaired [Line Items]
With no related allowance recorded, Average Recorded Investment	29,852	39,030	29,878	38,877
With no related allowance recorded, Interest Income Recognized	$ 137	$ 32	$ 233	$ 64

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Consolidated Statements Of Financial Condition (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Tax certificate held for sale	$ 494
Tax certificates	892	3,389
Tax certificates, allowance	435	3,559
Loans held for sale	18,997	24,748
Loans receivable	227,124	292,562
Loans receivable, allowance for loan losses	5,244	5,311
Real estate owned	73,936	82,161
Property and equipment, net	13,735	1,096
Other assets	4,928	3,874
BB&T preferred interest in FAR	154,478	196,877
Other liabilities	20,008	23,201
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	15,609,964	15,577,464
Common stock, shares outstanding	15,609,964	15,577,464
Class B Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,800,000	1,800,000
Common stock, shares issued	195,045	195,045
Common stock, shares outstanding	195,045	195,045
Variable Interest Entity [Member]
Cash	6,817	6,615
Tax certificate held for sale	494
Tax certificates	892	3,389
Tax certificates, allowance	435	3,559
Loans held for sale	15,965	20,052
Loans receivable	179,726	242,506
Loans receivable, allowance for loan losses	4,373	4,003
Real estate owned	25,821	21,997
Property and equipment, net	12,726	0
Other assets	925	1,649
BB&T preferred interest in FAR	154,478	196,877
Other liabilities	$ 13,418	$ 13,603

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Loans Receivable

6 Months Ended

Jun. 30, 2013

Loans Receivable [Abstract]

Loans Receivable

7.  Loans Receivable

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

		June 30,	December 31,
		2013	2012
Commercial non-real estate	$	10,165	12,006
Commercial real estate:
Residential		44,893	62,523
Other		113,526	151,524
Consumer		14,573	16,907
Residential:
Residential-interest only		16,269	17,798
Residential-amortizing		32,805	36,999
Total gross loans		232,231	297,757
Adjustments:
Premiums, discounts and net deferred fees		137	116
Allowance for loan  losses		(5,244)	(5,311)
Loans receivable -- net	$	227,124	292,562

The recorded investment (unpaid principal balance less charge-offs and deferred fees) of non-accrual loans receivable was (in thousands):

		June 30,	December 31,
Loan Class		2013	2012
Commercial non-real estate	$	3,341	3,362
Commercial real estate:
Residential		43,754	60,937
Other		61,585	79,014
Consumer		6,168	7,859
Residential:
Interest only		15,254	16,115
Amortizing		28,457	28,507
Total nonaccrual loans	$	158,559	195,794

An age analysis of the past due recorded investment in loans receivable as of June 30, 2013 and December 31, 2012 was as follows (in thousands):

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
June 30, 2013		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	2,269	2,269	7,896	10,165
Commercial real estate:
Residential		62	114	32,454	32,630	12,263	44,893
Other		9,215	-	38,209	47,424	66,102	113,526
Consumer		844	180	5,494	6,518	8,055	14,573
Residential:
Residential-interest only		-	43	14,127	14,170	2,099	16,269
Residential-amortizing		705	691	23,515	24,911	7,894	32,805
Total	$	10,826	1,028	116,068	127,922	104,309	232,231

(1) The Company had no loans that were past due greater than 90 days and still accruing interest as of June  30, 2013.

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
December 31, 2012		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	2,411	-	3,362	5,773	6,233	12,006
Commercial real estate:
Residential		842	1,716	50,634	53,192	9,331	62,523
Other		-	5,843	30,102	35,945	115,579	151,524
Consumer		677	524	7,165	8,366	8,541	16,907
Residential:
Residential-interest only		397	-	16,115	16,512	1,286	17,798
Residential-amortizing		984	1,520	28,052	30,556	6,443	36,999
Total	$	5,311	9,603	135,430	150,344	147,413	297,757

(1)  The Company had no loans that were past due greater than 90 days and still accruing interest as of December 31, 2012.

The activity in the allowance for loan losses by portfolio segment for the three months ended June 30, 2013 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,196	1,437	-	1,993	623	5,249
Charge-off :		-	(2,509)	-	(911)	(59)	(3,479)
Recoveries :		84	1,870	42	559	747	3,302
Provision:		104	174	(42)	1,084	(1,148)	172
Ending balance	$	1,384	972	-	2,725	163	5,244
Ending balance individually
evaluated for impairment	$	822	461	-	-	-	1,283
Ending balance collectively
evaluated for impairment		562	511	-	2,725	163	3,961
Total	$	1,384	972	-	2,725	163	5,244
Loans receivable:
Ending balance individually
evaluated for impairment	$	3,341	135,249	-	4,563	38,374	181,527
Ending balance collectively
evaluated for impairment	$	6,824	23,170	-	10,010	10,700	50,704
Total	$	10,165	158,419	-	14,573	49,074	232,231
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	1,100	-	-	-	1,100
Transfer to loans held for sale	$	-	-	-	-	-	-
Transfer from loans held for sale	$	-	-	-	-	-	-

The activity in the allowance for loan losses by portfolio segment for the three months ended June 30, 2012 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,359	4,212	1,020	366	210	7,167
Charge-offs:		-	(1,778)	(748)	(849)	(1,547)	(4,922)
Recoveries :		386	1,631	128	236	281	2,662
Provision :		(945)	318	-	-	-	(627)
Discontinued operations
provision:		-	-	926	654	1,293	2,873
Transfer to loans held for sale		-	-	-	-	-	-
Ending balance	$	800	4,383	1,326	407	237	7,153
Ending balance individually
evaluated for impairment	$	237	1,265	790	-	-	2,292
Ending balance collectively
evaluated for impairment		563	3,118	536	407	237	4,861
Total	$	800	4,383	1,326	407	237	7,153
Loans receivable:
Ending balance individually
evaluated for impairment	$	7,361	194,168	957	7,907	40,331	250,724
Ending balance collectively
evaluated for impairment	$	20,806	39,502	30,761	12,081	8,811	111,961
Total	$	28,167	233,670	31,718	19,988	49,142	362,685
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	-	-	-	-	-
Transfer to loans held for sale	$	-	-	-	-	-	-

The activity in allowance for loan losses by portfolio segment for the six months ended June 30, 2013 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,735	1,869	-	1,261	446	5,311
Charge-off :		-	(3,688)	-	(1,287)	(448)	(5,423)
Recoveries :		255	2,147	116	1,017	890	4,425
Provision :		(606)	644	(116)	1,734	(725)	931
Ending balance	$	1,384	972	-	2,725	163	5,244
Proceeds from loan sales	$	-	-	-	-	-	-
Transfer to held for sale	$	-	1,100	-	-	-	1,100
Transfer from loans held for sale	$	-	-	-	-	-	-

The activity in the allowance for loan losses by portfolio segment for the six months ended June 30, 2012 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	16,407	67,054	7,168	22,554	16,704	129,887
Charge-off :		(14,615)	(53,281)	(2,372)	(7,413)	(11,756)	(89,437)
Recoveries :		440	1,631	270	1,031	1,277	4,649
Provision :		465	(1,857)	-	-	-	(1,392)
Transfer to held for sale:		(1,897)	(9,164)	(4,454)	(20,639)	(12,491)	(48,645)
Discontinued operations
provision:		-	-	714	4,874	6,503	12,091
Ending balance	$	800	4,383	1,326	407	237	7,153
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	1,000	-		-	1,000
Transfer to held for sale	$	-	16,140	-	-	-	16,140

During the first quarter of 2012 the Company charged down the recorded investment of loans by $66.5 million to the fair value of the collateral less cost to sell based on OCC guidance to thrifts regarding specific valuation allowances on collateral dependent loans.  This charge down consisted entirely of the charging off of existing specific valuation allowances.  As  a specific valuation allowance was previously established for these loans, the charge-offs did not impact the provision for loan losses or the net loss during the three months ended March 31, 2012, but did reduce the Company’s allowance for loan losses and recorded investment in the loans. 

Impaired Loans -  Loans are considered impaired when, based on current information and events, the Company believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan agreement. For a loan that has been restructured, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms specified by the restructured agreement.  Impairment is evaluated based on past due status for consumer and residential loans.  Impairment is evaluated as part of the Company’s on-going credit monitoring process for commercial loans which results in the evaluation for impairment of substandard loans.  Factors considered in determining if a loan is impaired are past payment history, strength of the borrower or guarantors, and cash flow associated with the collateral or business.  If a loan is impaired, a specific valuation allowance is allocated, if necessary, based on the present value of estimated future cash flows using the loan’s existing interest rate or based on the fair value of the loan. Collateral dependent impaired loans are charged down to the fair value of collateral less cost to sell. Interest payments on impaired loans for all loan classes are recognized on a cash basis, unless collectability of the principal and interest amount is probable, in which case interest is recognized on an accrual basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. 

Impaired loans as of June 30, 2013 and December 31, 2012 were as follows (in thousands):

		As of June 30, 2013			As of December 31, 2012
			Unpaid			Unpaid
		Recorded	Principal	Related	Recorded	Principal	Related
		Investment	Balance	Allowance	Investment	Balance	Allowance
With a related allowance recorded:
Commercial non-real estate	$	3,011	4,475	822	3,032	3,287	784
Commercial real estate:
Residential		2,746	8,223	49	637	2,172	1
Other		19,744	19,744	412	27,558	39,194	836
Consumer		1,605	4,091	1,605	-	-	-
Residential:
Residential-interest only		-	-	-	-	-	-
Residential-amortizing		-	-	-	-	-	-
Total with allowance recorded	$	27,106	36,533	2,888	31,227	44,653	1,621
With no related allowance recorded:
Commercial non-real estate	$	330	635	-	330	634	-
Commercial real estate:
Residential		41,122	87,782	-	64,684	141,842	-
Other		71,751	100,416	-	84,669	118,665	-
Consumer		12,280	14,732	-	16,050	20,501	-
Residential:
Residential-interest only		15,254	26,669	-	16,421	28,808	-
Residential-amortizing		29,876	45,884	-	31,896	48,820	-
Total with no allowance recorded	$	170,613	276,118	-	214,050	359,270	-
Total:
Commercial non-real estate	$	3,341	5,110	822	3,362	3,921	784
Commercial real estate		135,363	216,165	461	177,548	301,873	837
Consumer		13,885	18,823	1,605	16,050	20,501	-
Residential		45,130	72,553	-	48,317	77,628	-
Total	$	197,719	312,651	2,888	245,277	403,923	1,621

Average recorded investment and interest income recognized on impaired loans for the three and six months endedJune  30, 2013 were (in thousands):

		For the Three Months Ended		For the Six Months Ended
		June 30, 2013		June 30, 2013
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
With an allowance recorded:
Commercial non-real estate	$	3,023	24	3,028	84
Commercial real estate:
Residential		2,746	-	3,036	-
Other		19,777	154	24,577	350
Consumer		1,870	-	1,011	-
Residential:
Residential-interest only		-	-	-	-
Residential-amortizing		-	-	-	-
Total with allowance recorded	$	27,416	178	31,652	434
With no related allowance recorded:
Commercial non-real estate	$	330	-	330	-
Commercial real estate:
Residential		42,873	75	42,467	313
Other		74,069	218	78,032	673
Consumer		12,493	66	14,032	142
Residential:
Residential-interest only		15,226	28	15,123	28
Residential-amortizing		29,852	137	29,878	233
Total with no allowance recorded	$	174,843	524	179,862	1,389
Commercial non-real estate	$	3,353	24	3,358	84
Commercial real estate		139,465	447	148,112	1,336
Small business		-	-	-	-
Consumer		14,363	66	15,043	142
Residential		45,078	165	45,001	261
Total	$	202,259	702	211,514	1,823

Average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2012 were (in thousands)

		For the Three Months Ended		For the Six Months Ended
		June 30, 2012		June 30, 2012
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
With an allowance recorded:
Commercial non-real estate	$	1,187	-	1,183	-
Commercial real estate:
Residential		8,136	73	10,309	150
Other		35,361	251	35,447	503
Small business:
Real estate		-	-	-	-
Non-real estate		958	-	959	-
Consumer		-	-	-	-
Residential:
Residential-interest only		-	-	-	-
Residential-amortizing		-	-	-	-
Total with allowance recorded	$	45,642	324	47,898	653
With no related allowance recorded:
Commercial non-real estate	$	6,954	62	6,413	80
Commercial real estate:
Residential		59,357	139	68,429	365
Other		131,434	604	142,944	1,205
Small business:
Real estate		10,659	109	10,693	215
Non-real estate		752	10	760	22
Consumer		19,140	82	19,340	163
Residential:
Residential-interest only		22,812	-	21,128	-
Residential-amortizing		39,030	32	38,877	64
Total with no allowance recorded	$	290,138	1,038	308,584	2,114
Commercial non-real estate	$	8,141	62	7,596	80
Commercial real estate		234,288	1,067	257,129	2,223
Small business		12,369	119	12,412	237
Consumer		19,140	82	19,340	163
Residential		61,842	32	60,005	64
Total	$	335,780	1,362	356,482	2,767

Impaired loans without specific valuation allowances represent loans that were written-down to the fair value of the collateral less cost to sell, loans in which the collateral value less cost to sell was greater than the carrying value of the loan, loans in which the present value of the cash flows discounted at the loans’ effective interest rate were equal to or greater than the carrying value of the loans, or large groups of smaller-balance homogeneous loans that were collectively measured for impairment.

The Company monitors impaired collateral dependent loans and performs an impairment analysis on these loans quarterly. Generally, a full appraisal is obtained when a non-homogeneous real estate loan is initially evaluated for impairment and an updated full appraisal is obtained within one year from the prior appraisal date, or earlier if management deems it appropriate based on significant changes in market conditions.  In instances where a property is in the process of foreclosure, an updated appraisal may be postponed beyond one year, as an appraisal is required on the date of foreclosure; however, such loans remain subject to quarterly impairment analyses and adjustments.  Included in total impaired loans as of June 30, 2013 was  $119.9 million of collateral dependent loans, of which $116.4 million were measured for impairment using current appraisals and $3.5 million were measured by adjusting appraisals,  as appropriate, to reflect changes in market conditions subsequent to the last appraisal date.  The loans that did not have current appraisalswere adjusted down by an aggregate amount of $0.8 millionbased on changes in market conditions.

Credit Quality Information

Delinquency trends, net charge-off levels, levels of impaired loans, current loan to value ratios, credit scores and general economic conditions are monitored in an effort to assess loan credit quality. The Company assesses commercial loan credit quality throughaccrual and non-accrual loan classifications. Commercial loans are generally placed on non-accrual status when the full payment of the loan’s principal and interest is in doubt, which may be due to factors including material deterioration of conditions surrounding the principal source of repayment, insufficient borrower capacity to service the debt, significantly delayed property sales or development schedules, declines in the loan-to-value ratio of the loan’s collateral or delinquencies greater than ninety days.  Accruing commercial loans are generally loans in which management believes that it is probable that the Company will collect loan payments in accordance with the contractual or modified contractual terms on the loan.

The following table presents the amount of accruing and non-accruing commercial loans by loan class as of June 30, 2013 (in thousands):

T

		Commercial		Other
		Non	Commercial	Commercial
		Real Estate	Residential	Real Estate
Accruing	$	6,824	1,139	51,941
Nonaccruing		3,341	43,754	61,585
Total	$	10,165	44,893	113,526

The following table presents the amount of accruing and non-accruing commercial loans by loan class as of December 31, 2012 (in thousands):

		Commercial		Other
		Non	Commercial	Commercial
		Real Estate	Residential	Real Estate
Accruing	$	8,644	1,586	72,510
Nonaccruing		3,362	60,937	79,014
Total	$	12,006	62,523	151,524

The Company monitors the credit quality of residential loans based on loan-to-value ratios of the underlying collateral.  Elevated loan-to-value ratios indicate the likelihood of increased credit losses upon default which results in higher loan portfolio credit risk.

The loan-to-value ratios of the Company’s residential loans were as follows (in thousands):

		As of June 30, 2013 (1)		As of December 31, 2012 (2)
		Residential	Residential	Residential	Residential
Loan-to-value ratios		Interest Only	Amortizing	Interest Only	Amortizing
<=60%	$	413	8,408	413	6,762
60.1% - 70%		392	3,273	945	1,922
70.1% - 80%		1,790	5,508	1,082	4,044
80.1% - 90%		2,629	4,621	1,584	5,300
>90.1%		11,045	10,995	13,774	18,971
Total	$	16,269	32,805	17,798	36,999

(1)   Loan-to-value ratios for the majority of the portfolio were obtained during the second quarter of 2013 based on broker price opinions.

(2)  Loan-to-value ratios for the majority of the portfolio were obtained during the fourth quarter of 2012 based on broker price opinions.

The Company monitors the credit quality of its portfolio of consumer loans utilizing FICO scores.The current FICO scores of the Company’s consumer loans were as follows (in thousands):

		Consumer Loans
		June 30,	December 31,
FICO Scores		2013 (1)	2012 (2)
Unavailable	$	397	233
<500		965	449
500-619		8,375	10,241
620-679		2,946	2,531
>680		1,890	3,453
	$	14,573	16,907

(1)  FICO scores for the majority of the portfolio were obtained during the second quarter of 2013.

(2)  FICO scores for the majority of the portfolio were obtained during the fourth quarter of 2012.

Troubled Debt Restructured Loans

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions, principal forgiveness, restructuring amortization schedules, extending loan maturities, deferring loan payments until the loan maturity date and other actions intended to minimize potential losses. The majority of concessions for consumer loans haveinvolved changing monthly payments from interest and principal payments to interest only payments or deferring several monthly loan payments until the loan maturity date.  Commercial real estate and non-real estate loan concessions were primarily interest rate reductions to below market interest ratesand extensions of maturity datesbased on the risk profile of the loan.  Residential and small business loan concessions primarily have involved reductions of monthly payments through extensions of the amortization period and/or deferral of monthly payments.

Consumer and residential troubled debt restructured loans had no financial statement effect because the affected loans were generally on non-accrual status and measured for impairment before the restructuring. The financial statement effects of commercial and small business troubled debt restructured loans was the establishment of specific valuation allowances, if any, in place of the general allowance for those loans that had not already been placed on nonaccrual status. There was an impact to the allowance for loan losses as a result of the concessions made, as the concessions generally result from the expectation of slower future cash flows.

There were no troubled debt restructurings during the three and six months ended June 30, 2013.  During the three months ended June 30, 2012, the Company modified one consumer loan in a troubled debt restructuring with a recorded investment of $47,000.  During the six months ended June 30, 2012, two small business real estate loans, one consumer loan and one residential amortizing loan were modified in troubled debt restructuring with recorded investments of $342,000,  $47,000 and $62,000, respectively.

There were no loans modified in troubled debt restructurings beginning January 1, 2012 that experienced a payment default during the three and six months ended June 30, 2013.  There were two residential amortizing loans with a recorded investment of $177,000 that were modified in troubled debt restructurings beginning January 1, 2011 and experienced a payment default during the three and six months ended June 30, 2012.

Loans held for sale

Loans held for sale as of June 30, 2013 consisted of $14.7 million of small business loans and $4.3 million of commercial real estate loans.  Loans held for sale as of December 31, 2012 consisted of $18.8 million of small business loans and $6.0 million of commercial real estate loans. 

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Consolidated Statements Of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Consolidated Statements Of Comprehensive Loss [Abstract]
Net loss	$ (2,849)	$ (12,307)	$ (9,381)	$ (26,515)
Other comprehensive loss, net of tax:
Unrealized loss on securities available for sale, net of tax		(60)		(584)
Reclassification adjustments
Other comprehensive loss, net of tax		(60)		(584)
Comprehensive loss	$ (2,849)	$ (12,367)	$ (9,381)	$ (27,099)

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Consolidated Statements Of Financial Condition (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
ASSETS
Cash and interest bearing deposits in banks ($6,817 and $6,615 in Variable Interest Entity ("VIE"))	$ 21,785	$ 62,873
Tax certificates held for sale ($494 in VIE)	494
Tax certificates ($892 and $3,389, net of allowance of $435 and $3,559 in VIE)	892	3,389
Loans held for sale ($15,965 and $20,052 in VIE)	18,997	24,748
Loans receivable, net of allowance for loan losses of $5,244 and $5,311 ($179,726 and $242,506, net of allowance of $4,373 and $4,003 in VIE)	227,124	292,562
Investments in Woodbridge Holdings, LLC	80,140
Real estate owned ($25,821 and $21,997 in VIE)	73,936	82,161
Properties and equipment, net ($12,726 and $0 in VIE)	13,735	1,096
Other assets ($925 and $1,649 in VIE)	4,928	3,874
Total assets	442,031	470,703
Liabilities:
BB&T preferred interest in FAR, LLC ($154,478 and $196,877 in VIE)	154,478	196,877
Notes payable to Woodbridge Holdings, LLC	11,750
Notes payable	10,400	10,301
Other liabilities ($13,418 and $13,603 in VIE)	20,008	23,201
Total liabilities	196,636	230,379
Commitments and contingencies (Note 10)
Stockholders' Equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	345,549	331,097
Accumulated deficit	(100,311)	(90,930)
Total stockholders' equity	245,395	240,324
Total liabilities and stockholders' equity	442,031	470,703
Class A Common Stock [Member]
Stockholders' Equity:
Common Stock	155	155
Class B Common Stock [Member]
Stockholders' Equity:
Common Stock	$ 2	$ 2

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Segment Reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Interest income	$ 2,373	$ 7,287	$ 5,418	$ 15,622
Net gains on the sales of assets	2,188	70	4,250	464
Other revenues	393	12	885	96
BB&T's priority return in FAR distributions	(906)		(1,919)
Interest expense	(334)	(4,126)	(503)	(8,293)
Reversal (provisions) for loan losses	(172)	627	(931)	1,392
Asset impairments	(2,977)	(824)	(5,142)	(2,828)
Other expenses	(6,856)		14,881
Equity earnings in Woodbridge	3,442		3,442
Segments income (loss) before income taxes	(2,849)	(8,360)	(9,381)	(21,531)
Net income (loss)	(2,849)		(9,381)
Total assets	442,031		442,031		470,703
Equity method investments included in total assets	80,140		80,140
Expenditures for segment assets			21
Depreciation and amortization	161		216
BBX Capital Corporation [Member]
Segment Reporting Information [Line Items]
Interest income	82		526
Net gains on the sales of assets	2,138		3,898
Other revenues	214		757
Interest expense	(334)		(503)
Reversal (provisions) for loan losses	1,031		1,449
Asset impairments	10		(917)
Other expenses	(5,147)		10,920
Equity earnings in Woodbridge	3,442		3,442
Segments income (loss) before income taxes	1,436		(2,268)
Net income (loss)	1,436		(2,268)
Total assets	434,729		434,729
Equity method investments included in total assets	80,140		80,140
Expenditures for segment assets			21
Depreciation and amortization	53		108
Florida Asset Resolution Group, LLC [Member]
Segment Reporting Information [Line Items]
Interest income	2,291		4,892
Net gains on the sales of assets	50		352
Other revenues	227		229
BB&T's priority return in FAR distributions	(954)		(2,020)
Reversal (provisions) for loan losses	(1,203)		(2,380)
Asset impairments	(2,987)		(4,225)
Other expenses	(1,709)		3,961
Segments income (loss) before income taxes	(4,285)		(7,113)
Net income (loss)	(4,285)		(7,113)
Total assets	243,554		243,554
Depreciation and amortization	108		108
Adjusting And Elimination Entries [Member]
Segment Reporting Information [Line Items]
Other revenues	(48)		(101)
BB&T's priority return in FAR distributions	48		101
Total assets	$ (236,252)		$ (236,252)

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Acquisitions (Statement Of Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Woodbridge Holdings, LLC [Member]	Jun. 30, 2013 Woodbridge Holdings, LLC [Member]	Apr. 02, 2013 Woodbridge Holdings, LLC [Member]
Business Acquisition [Line Items]
Total revenues	$ 4,954	$ 7,488	$ 10,553	$ 16,421		$ 131,876
Total costs and expenses	11,245	15,848	23,376	37,952		115,381
Other income						358
Loss from continuing operations before income taxes	(2,849)	(8,360)	(9,381)	(21,531)		16,853
Provision for income taxes				1		(5,540)
Loss from continuing operations	(2,849)	(8,360)	(9,381)	(21,532)		11,313
(Loss) income from discontinued operations, net of taxes						(78)
Net income		(3,947)		(4,983)		11,235
Loss from discontinued operations, Total		(3,947)		(4,983)		(3,752)
Net loss	(2,849)	(12,307)	(9,381)	(26,515)		7,483
BBX Capital equity interest in Woodbridge					46.00%	46.00%	46.00%
Equity earnings in Woodbridge	$ 3,442		$ 3,442		$ 3,442	$ 3,442

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Loans Receivable (Tables)

6 Months Ended

Jun. 30, 2013

Loans Receivable [Abstract]

Composition Of Loan Portfolio

		June 30,	December 31,
		2013	2012
Commercial non-real estate	$	10,165	12,006
Commercial real estate:
Residential		44,893	62,523
Other		113,526	151,524
Consumer		14,573	16,907
Residential:
Residential-interest only		16,269	17,798
Residential-amortizing		32,805	36,999
Total gross loans		232,231	297,757
Adjustments:
Premiums, discounts and net deferred fees		137	116
Allowance for loan  losses		(5,244)	(5,311)
Loans receivable -- net	$	227,124	292,562

Recorded Investment (Unpaid Principal Balance Less Charge-Offs And Deferred Fees) Of Non-Accrual Loans Receivable And Loans Held For Sale

		June 30,	December 31,
Loan Class		2013	2012
Commercial non-real estate	$	3,341	3,362
Commercial real estate:
Residential		43,754	60,937
Other		61,585	79,014
Consumer		6,168	7,859
Residential:
Interest only		15,254	16,115
Amortizing		28,457	28,507
Total nonaccrual loans	$	158,559	195,794

Age Analysis Of The Past Due Recorded Investment In Loans Receivable And Loans Held For Sale

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
June 30, 2013		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	2,269	2,269	7,896	10,165
Commercial real estate:
Residential		62	114	32,454	32,630	12,263	44,893
Other		9,215	-	38,209	47,424	66,102	113,526
Consumer		844	180	5,494	6,518	8,055	14,573
Residential:
Residential-interest only		-	43	14,127	14,170	2,099	16,269
Residential-amortizing		705	691	23,515	24,911	7,894	32,805
Total	$	10,826	1,028	116,068	127,922	104,309	232,231

(1) The Company had no loans that were past due greater than 90 days and still accruing interest as of June  30, 2013.

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
December 31, 2012		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	2,411	-	3,362	5,773	6,233	12,006
Commercial real estate:
Residential		842	1,716	50,634	53,192	9,331	62,523
Other		-	5,843	30,102	35,945	115,579	151,524
Consumer		677	524	7,165	8,366	8,541	16,907
Residential:
Residential-interest only		397	-	16,115	16,512	1,286	17,798
Residential-amortizing		984	1,520	28,052	30,556	6,443	36,999
Total	$	5,311	9,603	135,430	150,344	147,413	297,757

(1)  The Company had no loans that were past due greater than 90 days and still accruing interest as of December 31, 2012.

Activity In The Allowance For Loan Losses By Portfolio

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,196	1,437	-	1,993	623	5,249
Charge-off :		-	(2,509)	-	(911)	(59)	(3,479)
Recoveries :		84	1,870	42	559	747	3,302
Provision:		104	174	(42)	1,084	(1,148)	172
Ending balance	$	1,384	972	-	2,725	163	5,244
Ending balance individually
evaluated for impairment	$	822	461	-	-	-	1,283
Ending balance collectively
evaluated for impairment		562	511	-	2,725	163	3,961
Total	$	1,384	972	-	2,725	163	5,244
Loans receivable:
Ending balance individually
evaluated for impairment	$	3,341	135,249	-	4,563	38,374	181,527
Ending balance collectively
evaluated for impairment	$	6,824	23,170	-	10,010	10,700	50,704
Total	$	10,165	158,419	-	14,573	49,074	232,231
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	1,100	-	-	-	1,100
Transfer to loans held for sale	$	-	-	-	-	-	-
Transfer from loans held for sale	$	-	-	-	-	-	-

The activity in the allowance for loan losses by portfolio segment for the three months ended June 30, 2012 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,359	4,212	1,020	366	210	7,167
Charge-offs:		-	(1,778)	(748)	(849)	(1,547)	(4,922)
Recoveries :		386	1,631	128	236	281	2,662
Provision :		(945)	318	-	-	-	(627)
Discontinued operations
provision:		-	-	926	654	1,293	2,873
Transfer to loans held for sale		-	-	-	-	-	-
Ending balance	$	800	4,383	1,326	407	237	7,153
Ending balance individually
evaluated for impairment	$	237	1,265	790	-	-	2,292
Ending balance collectively
evaluated for impairment		563	3,118	536	407	237	4,861
Total	$	800	4,383	1,326	407	237	7,153
Loans receivable:
Ending balance individually
evaluated for impairment	$	7,361	194,168	957	7,907	40,331	250,724
Ending balance collectively
evaluated for impairment	$	20,806	39,502	30,761	12,081	8,811	111,961
Total	$	28,167	233,670	31,718	19,988	49,142	362,685
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	-	-	-	-	-
Transfer to loans held for sale	$	-	-	-	-	-	-

The activity in allowance for loan losses by portfolio segment for the six months ended June 30, 2013 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	1,735	1,869	-	1,261	446	5,311
Charge-off :		-	(3,688)	-	(1,287)	(448)	(5,423)
Recoveries :		255	2,147	116	1,017	890	4,425
Provision :		(606)	644	(116)	1,734	(725)	931
Ending balance	$	1,384	972	-	2,725	163	5,244
Proceeds from loan sales	$	-	-	-	-	-	-
Transfer to held for sale	$	-	1,100	-	-	-	1,100
Transfer from loans held for sale	$	-	-	-	-	-	-

The activity in the allowance for loan losses by portfolio segment for the six months ended June 30, 2012 was as follows (in thousands):

			Commercial
		Commercial	Real	Small
		Non-Real Estate	Estate	Business	Consumer	Residential	Total
Allowance for Loan Losses:
Beginning balance	$	16,407	67,054	7,168	22,554	16,704	129,887
Charge-off :		(14,615)	(53,281)	(2,372)	(7,413)	(11,756)	(89,437)
Recoveries :		440	1,631	270	1,031	1,277	4,649
Provision :		465	(1,857)	-	-	-	(1,392)
Transfer to held for sale:		(1,897)	(9,164)	(4,454)	(20,639)	(12,491)	(48,645)
Discontinued operations
provision:		-	-	714	4,874	6,503	12,091
Ending balance	$	800	4,383	1,326	407	237	7,153
Purchases of loans	$	-	-	-	-	-	-
Proceeds from loan sales	$	-	1,000	-		-	1,000
Transfer to held for sale	$	-	16,140	-	-	-	16,140

Impaired Loans

		As of June 30, 2013			As of December 31, 2012
			Unpaid			Unpaid
		Recorded	Principal	Related	Recorded	Principal	Related
		Investment	Balance	Allowance	Investment	Balance	Allowance
With a related allowance recorded:
Commercial non-real estate	$	3,011	4,475	822	3,032	3,287	784
Commercial real estate:
Residential		2,746	8,223	49	637	2,172	1
Other		19,744	19,744	412	27,558	39,194	836
Consumer		1,605	4,091	1,605	-	-	-
Residential:
Residential-interest only		-	-	-	-	-	-
Residential-amortizing		-	-	-	-	-	-
Total with allowance recorded	$	27,106	36,533	2,888	31,227	44,653	1,621
With no related allowance recorded:
Commercial non-real estate	$	330	635	-	330	634	-
Commercial real estate:
Residential		41,122	87,782	-	64,684	141,842	-
Other		71,751	100,416	-	84,669	118,665	-
Consumer		12,280	14,732	-	16,050	20,501	-
Residential:
Residential-interest only		15,254	26,669	-	16,421	28,808	-
Residential-amortizing		29,876	45,884	-	31,896	48,820	-
Total with no allowance recorded	$	170,613	276,118	-	214,050	359,270	-
Total:
Commercial non-real estate	$	3,341	5,110	822	3,362	3,921	784
Commercial real estate		135,363	216,165	461	177,548	301,873	837
Consumer		13,885	18,823	1,605	16,050	20,501	-
Residential		45,130	72,553	-	48,317	77,628	-
Total	$	197,719	312,651	2,888	245,277	403,923	1,621

Average Recorded Investment And Interest Income Recognized On Impaired Loans

		For the Three Months Ended		For the Six Months Ended
		June 30, 2013		June 30, 2013
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
With an allowance recorded:
Commercial non-real estate	$	3,023	24	3,028	84
Commercial real estate:
Residential		2,746	-	3,036	-
Other		19,777	154	24,577	350
Consumer		1,870	-	1,011	-
Residential:
Residential-interest only		-	-	-	-
Residential-amortizing		-	-	-	-
Total with allowance recorded	$	27,416	178	31,652	434
With no related allowance recorded:
Commercial non-real estate	$	330	-	330	-
Commercial real estate:
Residential		42,873	75	42,467	313
Other		74,069	218	78,032	673
Consumer		12,493	66	14,032	142
Residential:
Residential-interest only		15,226	28	15,123	28
Residential-amortizing		29,852	137	29,878	233
Total with no allowance recorded	$	174,843	524	179,862	1,389
Commercial non-real estate	$	3,353	24	3,358	84
Commercial real estate		139,465	447	148,112	1,336
Small business		-	-	-	-
Consumer		14,363	66	15,043	142
Residential		45,078	165	45,001	261
Total	$	202,259	702	211,514	1,823

Average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2012 were (in thousands)

		For the Three Months Ended		For the Six Months Ended
		June 30, 2012		June 30, 2012
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
With an allowance recorded:
Commercial non-real estate	$	1,187	-	1,183	-
Commercial real estate:
Residential		8,136	73	10,309	150
Other		35,361	251	35,447	503
Small business:
Real estate		-	-	-	-
Non-real estate		958	-	959	-
Consumer		-	-	-	-
Residential:
Residential-interest only		-	-	-	-
Residential-amortizing		-	-	-	-
Total with allowance recorded	$	45,642	324	47,898	653
With no related allowance recorded:
Commercial non-real estate	$	6,954	62	6,413	80
Commercial real estate:
Residential		59,357	139	68,429	365
Other		131,434	604	142,944	1,205
Small business:
Real estate		10,659	109	10,693	215
Non-real estate		752	10	760	22
Consumer		19,140	82	19,340	163
Residential:
Residential-interest only		22,812	-	21,128	-
Residential-amortizing		39,030	32	38,877	64
Total with no allowance recorded	$	290,138	1,038	308,584	2,114
Commercial non-real estate	$	8,141	62	7,596	80
Commercial real estate		234,288	1,067	257,129	2,223
Small business		12,369	119	12,412	237
Consumer		19,140	82	19,340	163
Residential		61,842	32	60,005	64
Total	$	335,780	1,362	356,482	2,767

Loan-To-Value Ratios Of Residential Loans

		As of June 30, 2013 (1)		As of December 31, 2012 (2)
		Residential	Residential	Residential	Residential
Loan-to-value ratios		Interest Only	Amortizing	Interest Only	Amortizing
<=60%	$	413	8,408	413	6,762
60.1% - 70%		392	3,273	945	1,922
70.1% - 80%		1,790	5,508	1,082	4,044
80.1% - 90%		2,629	4,621	1,584	5,300
>90.1%		11,045	10,995	13,774	18,971
Total	$	16,269	32,805	17,798	36,999

(1)   Loan-to-value ratios for the majority of the portfolio were obtained during the second quarter of 2013 based on broker price opinions.

(2)  Loan-to-value ratios for the majority of the portfolio were obtained during the fourth quarter of 2012 based on broker price opinions.

Loan-To-Value Ratios Of Consumer Loans

		Consumer Loans
		June 30,	December 31,
FICO Scores		2013 (1)	2012 (2)
Unavailable	$	397	233
<500		965	449
500-619		8,375	10,241
620-679		2,946	2,531
>680		1,890	3,453
	$	14,573	16,907

(1)  FICO scores for the majority of the portfolio were obtained during the second quarter of 2013.

(2)  FICO scores for the majority of the portfolio were obtained during the fourth quarter of 2012.

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Loans Receivable (Impaired Loans) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Financing Receivable, Impaired [Line Items]
With a related allowance recorded, Recorded Investment	$ 27,106	$ 31,227
With a related allowance recorded, Unpaid Principal Balance	36,533	44,653
With no related allowance recorded, Recorded Investment	170,613	214,050
With no related allowance, Unpaid Principal Balance	276,118	359,270
Recorded Investment, Total	197,719	245,277
Unpaid Principal Balance, Total	312,651	403,923
Related Allowance	2,888	1,621
Commercial Non-Real Estate [Member]
Financing Receivable, Impaired [Line Items]
With a related allowance recorded, Recorded Investment	3,011	3,032
With a related allowance recorded, Unpaid Principal Balance	4,475	3,287
With no related allowance recorded, Recorded Investment	330	330
With no related allowance, Unpaid Principal Balance	635	634
Recorded Investment, Total	3,341	3,362
Unpaid Principal Balance, Total	5,110	3,921
Related Allowance	822	784
Commercial Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment, Total	135,363	177,548
Unpaid Principal Balance, Total	216,165	301,873
Related Allowance	461	837
Commercial Real Estate Residential [Member]
Financing Receivable, Impaired [Line Items]
With a related allowance recorded, Recorded Investment	2,746	637
With a related allowance recorded, Unpaid Principal Balance	8,223	2,172
With no related allowance recorded, Recorded Investment	41,122	64,684
With no related allowance, Unpaid Principal Balance	87,782	141,842
Related Allowance	49	1
Commercial Real Estate Owner Other [Member]
Financing Receivable, Impaired [Line Items]
With a related allowance recorded, Recorded Investment	19,744	27,558
With a related allowance recorded, Unpaid Principal Balance	19,744	39,194
With no related allowance recorded, Recorded Investment	71,751	84,669
With no related allowance, Unpaid Principal Balance	100,416	118,665
Related Allowance	412	836
Consumer [Member]
Financing Receivable, Impaired [Line Items]
With a related allowance recorded, Recorded Investment	1,605
With a related allowance recorded, Unpaid Principal Balance	4,091
With no related allowance recorded, Recorded Investment	12,280	16,050
With no related allowance, Unpaid Principal Balance	14,732	20,501
Recorded Investment, Total	13,885	16,050
Unpaid Principal Balance, Total	18,823	20,501
Related Allowance	1,605
Residential [Member]
Financing Receivable, Impaired [Line Items]
Recorded Investment, Total	45,130	48,317
Unpaid Principal Balance, Total	72,553	77,628
Residential-Interest Only [Member]
Financing Receivable, Impaired [Line Items]
With no related allowance recorded, Recorded Investment	15,254	16,421
With no related allowance, Unpaid Principal Balance	26,669	28,808
Residential-Amortizing [Member]
Financing Receivable, Impaired [Line Items]
With no related allowance recorded, Recorded Investment	29,876	31,896
With no related allowance, Unpaid Principal Balance	$ 45,884	$ 48,820

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Loans Receivable (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended			3 Months Ended	6 Months Ended
	Jun. 30, 2013 loan	Mar. 31, 2012	Jun. 30, 2013 loan	Jun. 30, 2012 Small Business Real Estate [Member] loan	Jun. 30, 2012 Consumer [Member] loan	Jun. 30, 2012 Residential-Amortizing [Member] loan	Jun. 30, 2012 Residential-Amortizing [Member] loan
Financing Receivable, Recorded Investment [Line Items]
Loans charged off subsequent to change in valuation of collateral dependent loans		$ 66,500,000
Collateral Dependent Loans	119,900,000		119,900,000
Collateral Dependent Loans Measured For Impairment Using Current Appraisals	116,400,000		116,400,000
Collateral Dependent Loans Measured For Impairment Using Previous Appraisals	3,500,000		3,500,000
Collateral Dependent Loans Measured For Impairment Using Previous Appraisals Adjustment	800,000		800,000
Number	1			2	1		1
Recorded Investment	47,000			342,000	47,000		62,000
Number, subsequently defaulted	0		0			2	2
Recorded Investment, subsequently defaulted						$ 177,000	$ 177,000

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Fair Value Measurement (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Certificates of deposits included in interest-bearing deposits in other banks	$ 0.5
Maximum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Certificate of deposit maturity, period	1 year

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Fair Value Measurement (Schedule Of Fair Value Assets Measured On Nonrecurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	$ 59,008		$ 36,685
Total Impairments	9,046	[1]	3,993	[2]
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	59,008		36,685
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	19,279
Total Impairments	4,080	[1]
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	19,279
Impaired Real Estate Owned [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	25,076		27,288
Total Impairments	3,776	[1]	3,534	[2]
Impaired Real Estate Owned [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Impaired Real Estate Owned [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Impaired Real Estate Owned [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	25,076		27,288
Impaired Loans Held For Sale [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	14,653		9,397
Total Impairments	1,190	[1]	459	[2]
Impaired Loans Held For Sale [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Impaired Loans Held For Sale [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Impaired Loans Held For Sale [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	$ 14,653		$ 9,397

[1] Total impairments represent the amount of losses recognized during the six months ended June 30, 2013 on assets that were held and measured at fair value on a non-recurring basis as of June 30, 2013.

[2] Total impairments represent the amount of losses recognized during the six months ended June 30, 2012 on assets that were held and measured at fair value on a non-recurring basis as of June 30, 2012.

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Fair Value Measurement

6 Months Ended

Jun. 30, 2013

Fair Value Measurement [Abstract]

Fair Value Measurement

6.  Fair Value Measurement

There were no assets or liabilities measured at fair value on a recurring basis in the Company’s financial statements as of June 30, 2013 or December 31, 2012.

The following table presents major categories of assets measured at fair value on a non-recurring basis as of June 30, 2013 (in thousands):

			Fair Value Measurements Using
			Quoted prices in
			Active Markets	Significant	Significant	Total
			for Identical	Other Observable	Unobservable	Impairments (1)
		June 30,	Assets	Inputs	Inputs	For the Six
Description		2013	(Level 1)	(Level 2)	(Level 3)	Months Ended
Loans measured for
impairment using the fair value
of the underlying collateral	$	19,279	-	-	19,279	4,080
Impaired real estate owned		25,076	-	-	25,076	3,776
Impaired loans held for sale		14,653	-	-	14,653	1,190
Total	$	59,008	-	-	59,008	9,046

(1) Total impairments represent the amount of losses recognized during the six months ended June 30, 2013 on assets that were held and measured at fair value on a non-recurring basis as of June 30, 2013.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of June 30, 2013		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	19,279	Fair Value of Collateral	Appraisal	$0.1 - 9.0 million (0.4 million)
Impaired real estate owned		25,076	Fair Value of Property	Appraisal	$0.1 - 11.8 million (1.8 million)
Impaired loans held for sale		14,653	Fair Value of Collateral	Appraisal	$0.1 - 2.2 million (0.4 million)
Total	$	59,008

(1)  Range and average appraised valueswere reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

The following table presents major categories of assets measured at fair value on a non-recurring basis as of June 30, 2012 (in thousands):

			Fair Value Measurements Using
			Quoted prices in
			Active Markets	Significant	Significant	Total
			for Identical	Other Observable	Unobservable	Impairments (1)
		June 30,	Assets	Inputs	Inputs	For the Six
Description		2012	(Level 1)	(Level 2)	(Level 3)	Months Ended
Impaired real estate owned	$	27,288	-	-	27,288	3,534
Impaired loans held for sale		9,397	-	-	9,397	459
Total	$	36,685	-	-	36,685	3,993

(1)  Total impairments represent the amount of losses recognized during the six months ended June 30, 2012 on assets that were held and measured at fair value on a non-recurring basis as of June 30, 2012.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of June 30, 2012		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Impaired real estate owned	$	27,288	Fair Value of Property	Appraisal	$0.4 - 6.5 million (3.0 million)
Impaired loans held for sale		9,397	Fair Value of Collateral	Appraisal	$0.9 - 3.6 million (1.9 million)
Total	$	36,685

(1)  Range and average appraised valueswere reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

Loans Measured For Impairment

Impaired loans are generally valued based on the fair value of the underlying collateral less cost to sell. The fair value of our loans may significantly increase or decrease based on changes in property values as our loans are primarily secured by real estate.  The Company primarily uses third party appraisals to assist in measuring non-homogenous impaired loans. These appraisals generally use the market or income approach valuation technique and use market observable data to formulate an opinion of the fair value of the loan’s collateral. However, the appraiser uses professional judgment in determining the fair value of the collateral or properties, and we may also adjust these values for changes in market conditions subsequent to the appraisal date. When current appraisals are not available for certain loans, we use our judgment on market conditions to adjust the most current appraisal. The sales prices may reflect prices of sales contracts not closed, and the amount of time required to sell out the real estate project may be derived from current appraisals of similar projects. The Company generally recognizes impairment losses on homogenous loans based on third party broker price opinions or automated valuation services to obtain the fair value of the collateral less cost to sell when impaired homogenous loans become 120 days delinquent. These third party valuations from real estate professionals also use Level 3 inputs in determining fair values. The observable market inputs used to fair value loans include comparable property sales, rent rolls, market capitalization rates on income producing properties, risk adjusted discounts rates and foreclosure timeframes and exposure periods.  As a consequence, the calculation of the fair value of the collateral is considered Level 3 inputs.

Impaired Real Estate Owned

Real estate is generally valued using third party appraisals or broker price opinions. These appraisals generally use the market approach valuation technique and use market observable data to formulate an opinion of the fair value of the properties.  The market observable data typically consists of comparable property sales, rent rolls, market capitalization rates on income producing properties and risk adjusted discount rates. However, the appraisers or brokers use professional judgments in determining the fair value of the properties and we may also adjust these values for changes in market conditions subsequent to the valuation date. As a consequence of using appraisals, broker price opinions and adjustments to appraisals, the fair values of the properties are considered Level 3 inputs.

Loans Held for Sale

Loans held for sale are valued using an income approach with Level 3 inputs as market quotes or sale transactions of similar loans are generally not available.  The fair value is estimated by discounting forecasted cash flows, using a discount rate that reflects the risks inherent in the loans held for sale portfolio.  For non-performing loans held for sale, the forecasted cash flows are based on the estimated fair value of the collateral less cost to sell adjusted for foreclosure expenses and other operating expenses of the underlying collateral until foreclosure or sale.

Financial Disclosures about Fair Value of Financial Instruments

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount		Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		June 30,	June 30,	Assets	Inputs	Inputs
Description		2013	2013	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing
deposits in banks	$	21,785	21,785	21,785	-	-
Tax certificates including tax certificates held for sale, net		1,386	1,438	-	-	1,438
Loans receivable including loans held for sale, net		246,121	269,533	-	-	269,533
Financial liabilities:
Notes payable		10,400	11,250	-	-	11,250
Note Payable Woodbridge		11,750	11,385			11,385
BB&T preferred interest in FAR		154,478	156,846	-	-	156,846

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount		Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		December 31,	December 31,	Assets	Inputs	Inputs
Description		2012	2012	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing
deposits in other banks	$	62,873	62,873	62,873	-	-
Tax certificates		3,389	3,318	-	-	3,318
Loans receivable including loans held for sale, net		317,310	316,075	-	-	316,075
Financial liabilities:
Notes payable		10,301	10,301	-	-	10,301
BB&T preferred interest in FAR		196,877	201,099	-	-	201,099

Management has made estimates of fair value that it believes to be reasonable. However, because there is no active market for many of these financial instruments, management has derived the fair value of the majority of these financial instruments using the income approach technique with Level 3 unobservable inputs. Management estimates used in its net present value financial models rely on assumptions and judgments regarding issues where the outcome is unknown and actual results or values may differ significantly from these estimates. The Company’s fair value estimates do not consider the tax effect that would be associated with the disposition of the assets or liabilities at their fair value estimates.  As such, the Company may not receive the estimated value upon sale or disposition of the asset or pay the estimated value upon disposition of the liability in advance of its scheduled maturity.

Interest-bearing deposits in other banks include $0.5 million of certificates of deposits guaranteed by the FDIC with maturities of less than one year as of December 31, 2012.  Due to the FDIC guarantee and the short-term maturity of these certificates of deposit, the fair value of these deposits approximates the carrying value.

Fair values are estimated for loan portfolios with similar financial characteristics. Loans are segregated by category, and each loan category is further segmented into performing and non-performing categories.

The fair value of performing loans is calculated by using an income approach with Level 3 inputs.  The fair value of performing loans is estimated by discounting forecasted cash flows through the estimated maturity using estimated market discount rates that reflect the interest rate risk inherent in the loan portfolio.  The fair value of non-performing collateral dependent loans is estimated using an income approach with Level 3 inputs. The fair value of non-performing loans utilizes the fair value of the collateral adjusted for operating and selling expenses and discounted over the estimated holding period.

The fair value of tax certificates is calculated using the income approach with Level 3 inputs.  The fair value is based on discounted expected cash flows using discount rates that take into account the risk of the cash flows of tax certificates relative to alternative investments.

BB&T preferred interest in FAR is considered an adjustable rate debt security.  The fair value of the security is calculated using the income approach with Level 3 inputs and was obtained by discounting forecasted cash flows by risk adjusted market interest rate spreads to the LIBOR swap curve.  The market spreads were obtained from reference data in the secondary institutional market place. 

The fair value of notes payable and note payable-Woodbridge were measured using the income approach with Level 3 inputs and was obtained by discounting the forecasted cash flows based on risk adjusted market interest rates.  

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Discontinued Operations (Narrative) (Details)	6 Months Ended
	Jun. 30, 2013 item
Discontinued Operations [Abstract]
Number of reporting units	5

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Loans Receivable (Age Analysis Of The Past Due Recorded Investment In Loans Receivable And Loans Held For Sale) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Financing Receivable, Recorded Investment, Past Due [Line Items]
31-59 Days Past Due	$ 10,826		$ 5,311
60-89 Days Past Due	1,028		9,603
90 Days or More	116,068	[1]	135,430	[2]
Total Past Due	127,922		150,344
Current	104,309		147,413
Total Loans Receivable	232,231		297,757
Commercial Non-Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
31-59 Days Past Due			2,411
90 Days or More	2,269	[1]	3,362	[2]
Total Past Due	2,269		5,773
Current	7,896		6,233
Total Loans Receivable	10,165		12,006
Commercial Real Estate Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
31-59 Days Past Due	62		842
60-89 Days Past Due	114		1,716
90 Days or More	32,454	[1]	50,634	[2]
Total Past Due	32,630		53,192
Current	12,263		9,331
Total Loans Receivable	44,893		62,523
Commercial Real Estate Owner Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
31-59 Days Past Due	9,215
60-89 Days Past Due			5,843
90 Days or More	38,209	[1]	30,102	[2]
Total Past Due	47,424		35,945
Current	66,102		115,579
Total Loans Receivable	113,526		151,524
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
31-59 Days Past Due	844		677
60-89 Days Past Due	180		524
90 Days or More	5,494	[1]	7,165	[2]
Total Past Due	6,518		8,366
Current	8,055		8,541
Total Loans Receivable	14,573		16,907
Residential-Interest Only [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
31-59 Days Past Due			397
60-89 Days Past Due	43
90 Days or More	14,127	[1]	16,115	[2]
Total Past Due	14,170		16,512
Current	2,099		1,286
Total Loans Receivable	16,269		17,798
Residential-Amortizing [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
31-59 Days Past Due	705		984
60-89 Days Past Due	691		1,520
90 Days or More	23,515	[1]	28,052	[2]
Total Past Due	24,911		30,556
Current	7,894		6,443
Total Loans Receivable	$ 32,805		$ 36,999

[1] The Company had no loans that were past due greater than 90 days and still accruing interest as of June 30, 2013.

[2] The Company had no loans that were past due greater than 90 days and still accruing interest as of December 31, 2012.

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Segment Reporting

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Reporting

9.   Segment Reporting

The information provided for segment reporting is based on internal reports utilized by management. Results of continuing operations are reported through two reportable segments: BBX and FAR. The BBX reportable segment includes the results of operations of CAM and the activities of BBX Partners for the three and six months ended June 30, 2013. BBX Partners isa  wholly owned subsidiaryof BBX Capital and its primary assets are non-performing commercial loans and real estate owned.  BBX’s activities subsequent to the consummation of the BB&T Transaction as of July 31, 2012 consisted of activities associated with BBX Partner’s and CAM’s portfolio of loans receivable, real estate properties, and a portfolio of previously charged off loans  as well as pursing equity and debt investment opportunities in real estate and middle market operating businesses.  During the three months ended June 30, 2013, the BBX reportable segment also included equity earnings from its investment in Woodbridge.

BBX’s activities during the three and six months ended June 30, 2012 consisted of those related to BankAtlantic’s Commercial Lending reporting unit and BBX Partner’s assets. The activities related to the commercial loan portfolios included renewing, modifying, collecting, extending, refinancing and making protective advances on these loans, as well as managing and liquidating real estate properties acquired through foreclosure. 

The FAR reportable segment consists of the activities associated with overseeing the management and monetization of its assets with a view towards the repayment of BB&T’s preferred interest and maximizing the cash flows of any remaining assets.

Prior to commencement of FAR’s operations on August 1, 2012, the Company had one segment reported as continuing operations. As such, segment reporting for the three and six months ended June 30, 2012 is not presented in the following table.

The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Intersegment transactions are eliminated in consolidation.

The Company evaluates segment performance based on segment net income from continuing operations after tax.  The table below is segment information for segment net income from continuing operations for the three and six months ended June  30, 2013 (in thousands): 

				Adjusting and
				Elimination	Segment
For the Three Months Ended:		BBX	FAR	Entries	Total
June 30, 2013:
Interest income	$	82	2,291	-	2,373
Net gains on sales of assets		2,138	50	-	2,188
Other revenues		214	227	(48)	393
BB&T's priority return in FAR distributions		-	(954)	48	(906)
Interest expense		(334)	-	-	(334)
Reversals (provision) for loan losses		1,031	(1,203)	-	(172)
Asset impairments		10	(2,987)	-	(2,977)
Other expenses		(5,147)	(1,709)	-	(6,856)
Equity earnings in Woodbridge		3,442	-	-	3,442
Segment income (loss) before income taxes		1,436	(4,285)	-	(2,849)
Provision for income tax		-	-	-	-
Net income (loss)	$	1,436	(4,285)	-	(2,849)
Total assets	$	434,729	243,554	(236,252)	442,031
Equity method investments
included in total assets	$	80,140	-	-	80,140
Expenditures for segment assets	$	-	-	-	-
Depreciation and amortization	$	53	108	-	161

				Adjusting and
				Elimination	Segment
For the Six Months Ended:		BBX	FAR	Entries	Total
June 30, 2013:
Interest income	$	526	4,892	-	5,418
Net gains on sales of assets		3,898	352	-	4,250
Other revenues		757	229	(101)	885
BB&T's priority return in FAR distributions		-	(2,020)	101	(1,919)
Interest expense		(503)	-	-	(503)
Reversals (provision) for loan losses		1,449	(2,380)	-	(931)
Asset impairments		(917)	(4,225)	-	(5,142)
Other expenses		(10,920)	(3,961)	-	(14,881)
Equity earnings in Woodbridge		3,442	-	-	3,442
Segment loss before income taxes		(2,268)	(7,113)	-	(9,381)
Provision for income tax		-	-	-	-
Net loss	$	(2,268)	(7,113)	-	(9,381)
Expenditures for segment assets	$	21	-	-	21
Depreciation and amortization	$	108	108	-	216

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Liquidity Considerations

6 Months Ended

Jun. 30, 2013

Liquidity Considerations [Abstract]

Liquidity Considerations

5.  Liquidity Considerations

The Company’s cash at banks was $15.0 million at June 30, 2013. This does not include $6.8 million of cash held in FAR.  The Company had $7.3 million of current liabilities as of June  30,  2013.  The Company’s principal source of liquidity is its cash holdings, funds obtained from payments on and sales of its loans, loan payoffs, sales of real estate owned, income from income producing real estate, and distributions received from FAR and Woodbridge. While FAR is consolidated in the Company’s financial statements, the cash held in FAR and generated from its assets will be used primarily to pay FAR’s operating expenses and to pay BB&T’s 95% preferred membership interest and the related priority return and will generally not be available for distribution to the Company. The balance of BB&T’s preferred membership interest in FAR was approximately $155 million at June 30, 2013.  Based on current and expected liquidity needs and sources, the Company expects to be able to meet its liquidity needs over the next twelve months. 

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Consolidated Statements Of Cash Flows [Abstract]
Net cash (used in) provided by operating activities	$ (8,873)	$ 14,856
Investing activities:
Proceeds from redemption of tax certificates	1,514	22,526
Purchase of tax certificates	(31)	(765)
Proceeds from maturities of securities available for sale		12,287
Proceeds from maturities of interest bearing deposits	496	5,655
Redemptions of FHLB stock		9,980
Net repayments of loans	41,479	230,632
Proceeds from the sales of loans transferred to held for sale	1,100	1,000
Proceeds from sales of real estate owned	22,496	20,553
Purchases of office property and equipment	(21)	(81)
Proceeds from the sale of office properties and equipment		1,168
Investment in real estate joint venture	(1,300)
Investments in Woodbridge Holdings, LLC	(60,404)
Return of Woodbridge Holdings, LLC investment	5,351
Net cash provided by investing activities	10,680	302,955
Financing activities:
Net increase in deposits		170,446
Repayment of BB&T preferred interest in FAR, LLC	(42,399)
Net cash (used in) provided by financing activities	(42,399)	170,446
(Decrease) increase in cash and cash equivalents	(40,592)	488,257
Cash and cash equivalents at the beginning of period	62,377	764,636
Change in cash and cash equivalents held for sale		(59,431)
Cash and cash equivalents at end of period	21,785	1,193,462
Cash paid (received) for:
Interest on borrowings and deposits	2,309	6,583
Supplementary disclosure of non-cash investing and financing activities:
Loans and tax certificates transferred to REO	14,086	21,887
Loans transferred to property and equipment	12,834
Tax certificates transferred to tax certifiates held for sale	494
Note payable issued in connection with the investment in Woodbridge Holdings, LLC	11,750
Increase in additional paid-in-capital associated with the investment in Woodbridge Holdings, LLC	13,337
Loans receivable transferred to loans held-for-sale	$ 1,100	$ 16,140

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Commitments And Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Commitments And Contingencies [Line Items]
Interest rate associated with class action complaint	0.00%
Maximum [Member]
Commitments And Contingencies [Line Items]
Range of possible losses in excess of accrued liability relating to legal matters	$ 4.4

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Loans Recievable (Loan To Value Ratios Of Residential Loans) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
60.1% - 70% [Member] | Minimum [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Percentage of loan to value ratio	60.10%
60.1% - 70% [Member] | Maximum [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Percentage of loan to value ratio	70.00%
70.1% - 80% [Member] | Minimum [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Percentage of loan to value ratio	70.10%
70.1% - 80% [Member] | Maximum [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Percentage of loan to value ratio	80.00%
80.1% - 90% [Member] | Minimum [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Percentage of loan to value ratio	80.10%
80.1% - 90% [Member] | Maximum [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Percentage of loan to value ratio	90.00%
More Than 90.1% [Member] | Minimum [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Percentage of loan to value ratio	90.10%
Residential-Interest Only [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	$ 16,269	[1]	$ 17,798	[2]
Residential-Interest Only [Member] | Less Than Or Equal To 60% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	413	[1]	413	[2]
Residential-Interest Only [Member] | 60.1% - 70% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	392	[1]	945	[2]
Residential-Interest Only [Member] | 70.1% - 80% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	1,790	[1]	1,082	[2]
Residential-Interest Only [Member] | 80.1% - 90% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	2,629	[1]	1,584	[2]
Residential-Interest Only [Member] | More Than 90.1% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	11,045	[1]	13,774	[2]
Residential-Amortizing [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	32,805	[1]	36,999	[2]
Residential-Amortizing [Member] | Less Than Or Equal To 60% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	8,408	[1]	6,762	[2]
Residential-Amortizing [Member] | 60.1% - 70% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	3,273	[1]	1,922	[2]
Residential-Amortizing [Member] | 70.1% - 80% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	5,508	[1]	4,044	[2]
Residential-Amortizing [Member] | 80.1% - 90% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	4,621	[1]	5,300	[2]
Residential-Amortizing [Member] | More Than 90.1% [Member]
Loan To Value Ratio Of Residential Loan [Line Items]
Gross loans, by loan to value ratio as of the loan origination date	$ 10,995	[1]	$ 18,971	[2]

[1] Loan-to-value ratios for the majority of the portfolio were obtained during the second quarter of 2013 based on broker price opinions.

[2] Loan-to-value ratios for the majority of the portfolio were obtained during the fourth quarter of 2012 based on broker price opinions.

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Variable Interest Entity - FAR (Carrying amount of the assets and liabilities of FAR) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012
Variable Interest Entity [Line Items]
Tax certificate held for sale	$ 494
Tax certificates	892	3,389
Loans held for sale	18,997	24,748
Loans receivable	227,124	292,562
Real estate owned	73,936	82,161
Property and equipment, net	13,735	1,096
Other assets	4,928	3,874
Total assets	442,031	470,703
BB&T preferred interest in FAR	154,478	196,877	155,000
Other liabilities	20,008	23,201
Total liabilities	196,636	230,379
Variable Interest Entity [Member]
Variable Interest Entity [Line Items]
Cash and due from banks	6,817	6,615
Tax certificate held for sale	494
Tax certificates	892	3,389
Loans held for sale	15,965	20,052
Loans receivable	179,726	242,506
Real estate owned	25,821	21,997
Property and equipment, net	12,726	0
Other assets	925	1,649
Total assets	243,366	296,208
BB&T preferred interest in FAR	154,478	196,877
Other liabilities	13,418	13,603
Total liabilities	$ 167,896	$ 210,480

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2013

Acquisitions [Abstract]

Investment In Woodbridge Under The Equity Method

Cash to Woodbridge	$	60,404
Note payable to Woodbridge		11,750
Increase in additional paid-in capital		13,337
Investment in Woodbridge - April 2, 2013		85,491
Equity earnings in Woodbridge		3,442
Dividends received from Woodbridge		(8,793)
Investment in Woodbridge - June 30, 2013	$	80,140

Summary Of Statement Of Financial Condition And Statement Of Operations

Woodbridge Holdings, LLC
Consolidated Statements of Financial Condition  -Unaudited
(In thousands)
		June 30,
		2013
Assets
Cash and cash equivalents	$	114,042
Restricted cash		65,529
Notes receivable, net		469,981
Inventory of real estate		193,030
Property and equipment, net		59,557
Intangible assets		64,256
Other assets		69,082
Total assets	$	1,035,477
Liabilities and Equity
Accounts payable, accrued liabilities and other		115,879
Deferred tax liability, net		70,204
Receivable-backed notes payable		413,061
Notes and mortgage notes payable		88,504
Junior subordinated debentures		146,118
Total liabilities		833,766
Equity
Total Woodbridge members' equity		173,387
Note receivable - BBX Capital		(11,750)
Noncontrolling interest		40,074
Total equity		201,711
Total liabilities and shareholders' equity	$	1,035,477

The following is Woodbridge’s summarized Consolidated Statement of Operations from April 2, 2013 through June 30, 2013:

Woodbridge Holdings, LLC
Consolidated Statements of Operations - Unaudited
	(In thousands)
	Revenues:
	Total revenues	$	131,876
	Costs and expenses:
	Total costs and expenses		115,381
	Other income		358
	Income from continuing operations before taxes		16,853
	Provision for income taxes		(5,540)
	Income from continuing operations		11,313
	Discontinued operations:
	(Loss) from discontinued operations, net of taxes		(78)
	Net income		11,235
	Net income attributable to noncontrolling interest		(3,752)
	Net income attributable to Woodbridge		7,483
	BBX Capital equity interest in Woodbridge		46%
	Equity earnings in Woodbridge	$	3,442

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Related Parties

6 Months Ended

Jun. 30, 2013

Related Parties [Abstract]

Related Parties

8.   Related Parties

The Company, BFC and Bluegreen Corp. are entities under common control. The controlling shareholder of the Company and Bluegreen is BFC.  Shares of BFC’s capital stock representing a majority of the voting power are owned or controlled by the Company’s Chairman and Vice Chairman, both of whom are also executive officers of the Company, executive officers and directors of BFC and directors of Bluegreen. The Company, BFC and Bluegreen share certain office premises and employee services, pursuant to the agreements described below.

In March 2008, BankAtlantic entered into an agreement with BFC to provide information technology support in exchange for monthly payments by BFC to BankAtlantic. In May 2008, BankAtlantic also entered into a lease agreement with BFC under which BFC paid BankAtlantic monthly rent for office space in BankAtlantic’s corporate headquarters.  The Company maintained service agreements with BFC pursuant to which BFC provided human resources, risk management and investor relations services to the Company for which  BFC was reimbursed based on its cost.  During the second quarter of 2010, BankAtlantic and the Parent Company entered into a real estate advisory service agreement with BFC for assistance relating to the work-out of loans and the sale of real estate owned.  BFC was compensated $12,500 per month by each of BankAtlantic and the Parent Company and, if BFC’s efforts resulted in net recoveries of any non-performing loan or the sale of real estate owned, it received a fee equal to 1% of the net value recovered. During the three and six months ended June 30, 2012, the Company incurred $0.1 million and $0.2 million, respectively, of real estate advisory service fees under this agreement. Each of these agreements was terminated effective upon the closing of the BB&T Transaction.

Effective December 1, 2012, the Company entered into an agreement with BFC under which the Company provides office facilities and is reimbursed by BFC based on cost.  BFC also provides risk management services to the Company and BFC is reimbursed by the Company at cost. The Company’s employees are provided health insurance under policies maintained by Bluegreen for which Bluegreen is reimbursed at cost. 

The table below shows the effect of service arrangements with related parties on the Company’s consolidated statements of operations for the three and six months ended June  30, 2013 and 2012 (in thousands):

		For the Three Months		For the Six Months
		Ended June 30,		Ended June 30,
		2013	2012	2013	2012
Other revenues	$	110	97	218	180
Expenses:
Employee compensation
and benefits		(48)	(8)	(81)	(17)
Other - back-office support		(52)	(336)	(91)	(804)
Net effect of affiliate transactions
before income taxes	$	10	(247)	46	(641)

On April 2, 2013, the Company issued to Woodbridge an $11.75 million note payable in connection with the Company’s acquisition of its 46% equity interest in Woodbridge.  During the three months ended June 30, 2013, the Company recognized $147,000 of interest expense in connection with the Woodbridge note payable. 

The Company, in prior periods, issued options to acquire shares of the Company’s Class A Common Stock and granted awards of restricted Class A Common Stock to employees of BFC. Additionally, with respect to employees of the Company who were transferred to affiliated companies, the Company has elected, in accordance with the terms of the Company’s stock option plans, not to cancel the stock options held by those former employees.  During the year ended December 31, 2010, the Company granted 15,000restricted stock awards to BFC employees who performed services for the Company. These stock awards vest pro-rata over a four year period.  The Company recorded $8,000 and $17,000 of expenses relating to all options and restricted stock awards held by employees of affiliated companies for the three and six months ended June 30, 2012, respectively.

As disclosed in Note 1 above, on May 7, 2013, BBX Capital entered into the Merger Agreement with BFC and Merger Sub, a wholly owned subsidiary of BFC, pursuant to which BBX Capital will be merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of BFC, and BBX Capital shareholders’ (other than BFC and shareholders of BBX Capital who exercise and perfect their appraisal rights in accordance with Florida law) will be entitled to receive 5.39 shares of BFC’s Class A Common Stock in exchange for each share of BBX Capital’s Class A Common Stock held at the effective time of the Merger.

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Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Measurement [Abstract]

Schedule Of Fair Value Assets Measured On Nonrecurring Basis

			Fair Value Measurements Using
			Quoted prices in
			Active Markets	Significant	Significant	Total
			for Identical	Other Observable	Unobservable	Impairments (1)
		June 30,	Assets	Inputs	Inputs	For the Three
Description		2013	(Level 1)	(Level 2)	(Level 3)	Months Ended
Loans measured for
impairment using the fair value
of the underlying collateral	$	19,279	-	-	19,279	4,080
Impaired real estate owned		25,076	-	-	25,076	3,776
Impaired loans held for sale		14,653	-	-	14,653	1,190
Total	$	59,008	-	-	59,008	9,046

(1) Total impairments represent the amount of losses recognized during the six months ended June 30, 2013 on assets that were held and measured at fair value on a non-recurring basis as of June 30, 2013.

			Fair Value Measurements Using
			Quoted prices in
			Active Markets	Significant	Significant	Total
			for Identical	Other Observable	Unobservable	Impairments (1)
		June 30,	Assets	Inputs	Inputs	For the Six
Description		2012	(Level 1)	(Level 2)	(Level 3)	Months Ended
Impaired loans held for sale	$	27,288	-	-	27,288	3,534
Impaired real estate owned		9,397	-	-	9,397	459
Total	$	36,685	-	-	36,685	3,993

(1)  Total impairments represent the amount of losses recognized during the six months ended June 30, 2012 on assets that were held and measured at fair value on a non-recurring basis as of June 30, 2012.

Schedule Of Quantitative Fair Value Measurements

As of June 30, 2013		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	19,279	Fair Value of Collateral	Appraisal	$0.1 - 3.5 million (0.4 million)
Impaired real estate owned		25,076	Fair Value of Property	Appraisal	$0.1 - 11.2 million (1.8 million)
Impaired loans held for sale		14,653	Fair Value of Collateral	Appraisal	$0.1 - 2.2 million (0.4 million)
Total	$	59,008

(1)  Range and average appraised values were reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

As of June 30, 2012		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Impaired real estate owned	$	27,288	Fair Value of Property	Appraisal	$0.4 - 6.5 million (3.0 million)
Impaired loans held for sale		9,397	Fair Value of Collateral	Appraisal	$0.9 - 3.6 million (1.9 million)
Total	$	36,685

(1)  Range and average appraised values were reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

Schedule Of Financial Disclosures At Fair Value

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount		Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		June 30,	June 30,	Assets	Inputs	Inputs
Description		2013	2013	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing
deposits in banks	$	21,785	21,785	21,785	-	-
Tax certificates including tax certificates held for sale, net		1,386	1,438	-	-	1,438
Loans receivable including loans held for sale, net		246,121	269,533	-	-	269,533
Financial liabilities:
Notes payable		10,400	11,250	-	-	11,250
Note Payable Woodbridge		11,750	11,385			11,385
BB&T preferred interest in FAR		154,478	156,846	-	-	156,846

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount		Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		December 31,	December 31,	Assets	Inputs	Inputs
Description		2012	2012	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing
deposits in other banks	$	62,873	62,873	62,873	-	-
Tax certificates		3,389	3,318	-	-	3,318
Loans receivable including loans held for sale, net		317,310	316,075	-	-	316,075
Financial liabilities:
Notes payable		10,301	10,301	-	-	10,301
BB&T preferred interest in FAR		196,877	201,099	-	-	201,099

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2013

Discontinued Operations [Abstract]

Schedule Of Discontinued Operations By Income Statement Account

		For the Three	For the Six
		Months Ended	Months Ended
		June 30, 2012	June 30, 2012
Net interest income	$	14,676	32,149
Provision for loan losses		7,301	16,518
Net interest income after
provision for loan losses		7,375	15,631
Total non-interest income		14,733	32,257
Total non-interest expense (1)		26,055	52,871
Loss from discontinued operations
before provision for income taxes		(3,947)	(4,983)
Provision for income taxes		-	-
Loss from discontinued operations	$	(3,947)	(4,983)

(1) General corporate overhead was allocated to continuing operations.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 08, 2013 Class A Common Stock [Member]	Aug. 08, 2013 Class B Common Stock [Member]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013
Entity Registrant Name	BBX CAPITAL CORPORATION
Entity Central Index Key	0000921768
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		15,609,964	195,045

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Variable Interest Entity - FAR (Tables)

6 Months Ended

Jun. 30, 2013

Variable Interest Entity - FAR [Abstract]

Carrying amount of the assets and liabilities of FAR

		June 30,	December 31,
		2013	2012
Cash and interest bearing deposits in banks	$	6,817	6,615
Tax certificates held for sale		494	-
Tax certificates, net		892	3,389
Loans held for sale		15,965	20,052
Loans receivable, net		179,726	242,506
Real estate owned		25,821	21,997
Office properties and equipment		12,726	-
Other assets		925	1,649
Total assets	$	243,366	296,208
BB&T preferred interest in FAR, LLC	$	154,478	196,877
Other liabilities		13,418	13,603
Total liabilities	$	167,896	210,480