LEV Lion Electric Company

FORT LAUDERDALE, Fla., Aug. 9 /PRNewswire-FirstCall/ -- BFC Financial Corporation ("BFC" or "the Company") (NASDAQ:BFCF), a diversified holding company that invests in operating businesses in a variety of industries, today announced financial results for the second quarter ended June 30, 2005. "This was an important quarter for BFC and a period of significant accomplishment," commented Alan B. Levan, Chairman and Chief Executive Officer. "We experienced marked increases in outstanding shares and public float, while increasing liquidity for future investment. With the successful consummation of an underwritten public offering, BFC completed the sale of 5,450,000 shares of its Class A Common Stock and an additional 507,555 shares pursuant to the exercise by the underwriters of an over-allotment option. The total combined aggregate net proceeds of the offering were approximately $46.4 million after underwriting discounts and commissions and expenses. In conjunction with our growth strategies, we applied $10 million of the equity offering proceeds to complete and fund the second and final tranche of our previously announced transaction to acquired a total $20 million aggregate investment in Benihana Inc. (NASDAQ:BNHNANASDAQ:andNASDAQ:BNHN). Overall, we are pleased with BFC's accomplishments and positive momentum as well as the constructive energy and growth initiatives of its underlying investments." Benihana Inc. As mentioned above, BFC recently completed and funded $10 million towards the second and final tranche of its previously announced transaction to acquire a $20 million investment in Benihana Inc. On August 4, 2005, the Company purchased 400,000 shares of Series B Convertible Preferred Stock ("Convertible Preferred Stock") pursuant to an agreement entered with Benihana Inc. in June 2004 to purchase an aggregate of 800,000 shares of Convertible Preferred Stock for $25.00 per share. This purchase brings the Company's ownership of Benihana to 800,000 shares of Convertible Preferred Stock and completes the Company's commitment to Benihana. Based upon Benihana's current outstanding capital stock, the Convertible Preferred Stock if converted would represent approximately 23% of Benihana voting and 10% of Benihana economic interest. Net Income and Earnings Per Share Net income available to common shareholders for the second quarter of 2005 was $2.5 million compared with $3.2 million for the second quarter of 2004, a decrease of 21.6%. Diluted earnings per share decreased 27.3% to $0.08 in the second quarter of 2005, compared to $0.11 in the prior year. Net income available to common shareholders for the six months ended June 30, 2005 was $6.8 million compared with $7.6 million for the comparable 2004 period, a decrease of 11.3%. The 2004 period included two items resulting in a $1.4 million net after-tax gain. These items were a litigation settlement gain and costs associated with the prepayment of certain high cost debt. The 2005 period included an after tax impairment charge, net of minority interest, of $322,000 associated with a decision by BankAtlantic Bancorp to vacate and raze the Bank's former headquarters in conjunction with the opening of a new corporate headquarters building. Excluding the effect of both items in 2004 and 2005, net income available to common shareholders for the six months ended June 30, 2005 would have been $7.1 million, compared to $6.2 million in the six month period ended June 30, 2004, an increase of 13.4%. Diluted earnings per share decreased 15.4% to $0.22 in the six months ended June 30, 2005, compared to $0.26 in the prior year. Excluding the items discussed above, diluted earnings per share would have increased 12.0% to $0.23 for the six months ended June 30, 2005, up from $0.21 for the comparable 2004 period. Segment Income BFC reports its results in three distinct segments. -- The "Financial Services" segment includes BankAtlantic Bancorp and its subsidiaries, BankAtlantic and Ryan Beck & Co. -- The "Homebuilding & Real Estate Development" segment includes Levitt Corporation and its subsidiaries, Levitt and Sons, Core Communities, Bowden Homes and Levitt Commercial and Levitt's investment in Bluegreen. -- The "BFC Activities" segment includes BFC's real estate owned, loans receivable that relate to previously owned properties, other securities and investments, BFC's overhead and interest expense and the financial results of venture partnerships which BFC controls. Since BFC is a holding company whose principal activities consist of managing investments and actively seeking and evaluating potential new investments, BFC itself has no significant direct revenue or cash-generating operations. Accordingly, because BFC is a holding company the "BFC Activities" segment will normally reflect a loss as dividends, interest and fees from our investments typically do not cover BFC stand-alone operating costs. The following table shows net income and earnings per share for each segment including the items discussed above for the three and six months ended June 30, 2005 and 2004 (in thousands, except per share data): Three Months Ended Percent Six Months Ended Percent June 30, Increase June 30, Increase 2005 2004 (Decrease) 2005 2004 (Decrease) BFC Activities $(3,451) $(3,111) -10.9% $(8,381) $(5,696) -47.1% Financial Services 24,537 18,260 34.4% 44,415 38,784 14.5% Homebuilding & Real Estate Development 6,052 13,687 -55.8% 35,870 26,742 34.1% Eliminations (699) - (699) - Income before minority interest 26,439 28,836 -8.3% 71,205 59,830 19.0% Minority interest* 23,708 25,575 -7.3% 64,074 52,197 22.8% Net income 2,731 3,261 -16.3% 7,131 7,633 -6.6% 5% Preferred Stock dividends 187 17 375 17 Net income available to common shareholders $2,544 $3,244 -21.6% $6,756 $7,616 -11.3% Basic earnings per share of common stock $0.10 $0.13 -23.1% $0.26 $0.32 -18.8% Diluted earnings per share of common stock $0.08 $0.11 -27.3% $0.22 $0.26 -15.4% Basic weighted average number of common shares outstanding 26,381 24,195 9.0% 26,067 24,009 8.6% Diluted weighted average number of common and common equivalent shares outstanding 28,902 27,795 4.0% 28,624 27,750 3.1% *"Minority Interest" is an accounting term for that portion of a consolidated entity that is owned by others. Both BankAtlantic Bancorp and Levitt Corporation are consolidated in BFC's financial statements because of BFC's voting control ownership position in each of those companies, even though BFC's equity ownership is less than a majority in each entity. At June 30, 2005, BFC owned 21.8% of the economic interest and held 54.9% of the voting control of BankAtlantic Bancorp and 16.6% of the economic interest and 52.9% of the voting control of Levitt Corporation. Shareholders' Equity or Book Value Shareholders' equity, or book value, grew from $125 million as of December 31, 2004 to $174 million as of June 30, 2005, an increase of 39%. Shareholders' equity was $116 million as of June 30, 2004, representing a year-over-year increase of 50%. These increases were primarily due to the issuance of 5,450,000 shares of common stock in an underwritten public offering for aggregate net proceeds of $42 million, increases in net income, the effects of subsidiaries' capital transactions, issuance of common stock upon the exercise of stock options and the tax effect of the exercise of stock options. Market Value of Public Holdings Our holdings include 13.2 million shares of common stock, or 21.8%, of BankAtlantic Bancorp (NYSE:BBX) and 3.3 million shares of common stock, or 16.6%, of Levitt Corporation (NYSE:LEV). The market value of our holdings in these two companies, which will fluctuate from time to time, decreased to $349 million at June 30, 2005 from $363 million at December 31, 2004, a decrease of 3.9%. -- BankAtlantic Bancorp's stock price decreased 4.8% in the first half of 2005 from $19.90 per share at December 31, 2004 to $18.95 per share at June 30, 2005. -- Levitt Corporation's stock price decreased 2.1% in the first half of 2005 from $30.57 per share at December 31, 2004 to $29.92 per share at June 30, 2005. BFC Market Capitalization The market capitalization of BFC, based on basic shares outstanding, (which we define as shares outstanding at the end of the period times the market price on the last day of the period) rose slightly to $287 million at June 30, 2005 from $286 million at December 31, 2004, an increase of 0.5%. The market capitalization of BFC, based on diluted shares outstanding, (which we define as shares outstanding at the end of the period plus common stock equivalents calculated using the treasury stock method outstanding at the end of the period times the market price on the last day of the period) decreased 4.6% to $309 million at June 30, 2005 from $324 at December 31, 2004. As of June 30, 2005, there were 33.7 million common shares outstanding, which increased by 5.45 million shares due to the Company's common stock offering in the quarter. The weighted average number of shares outstanding during the three and six month periods ended June 30, 2005 were significantly less than the amount outstanding as of June 30, 2005 due to the issuance of the new shares near the end of the period. Other Our quarterly report on Form 10-Q for the quarter ended June 30, 2005 contains more information than this press release and is currently scheduled to be filed with the Securities and Exchange Commission on August 9, 2005. We will also post the Form 10-Q for the quarter ended June 30, 2005 on BFC's website, which can be accessed via http://www.bfcfinancial.com/. As discussed above, on June 16, 2005, BFC sold 5,450,000 shares of its Class A Common Stock at a price of $8.50 per share for settlement on June 21, 2005. On July 14, 2005, BFC completed the sale of an additional 507,555 shares of Class A Common Stock pursuant to the exercise by the underwriters of an over-allotment option granted in connection with the Company's 5,450,000 share public offering completed on June 21, 2005. The net proceeds of the offering were approximately $46.4 million after underwriting discounts and commissions and expenses. The Company intends to use the proceeds of the offering to make additional direct investments, fund operations, repay indebtedness and for general corporate purposes. About BFC Financial Corporation: BFC Financial Corporation (NASDAQ:BFCF) is a diversified holding company that invests in and acquires private and public companies in different industries. BFC is typically a long-term, "buy and hold" investor whose direct and indirect, diverse ownership interests spans a variety of business sectors, including consumer and commercial banking; brokerage and investment banking services; homebuilding; development of master-planned communities; the hospitality and leisure sector through the development, marketing and sales of vacation resorts on a time-share, vacation club model; and the restaurant and family dining business. BFC's current major holdings include BankAtlantic Bancorp (NYSE:BBX) and its subsidiaries, BankAtlantic and Ryan Beck & Co.; Levitt Corporation (NYSE:LEV), which includes its subsidiaries Levitt and Sons(TM) and Core Communities; Levitt Corporation's 31% ownership in Bluegreen Corporation (NYSE:BXG), as well as a minority interest in the renowned national restaurant chain, Benihana, Inc. (NASDAQ:BNHNA). For further information, please visit our website at: http://www.bfcfinancial.com/. BFC Contact Info: Investor and Corporate Communications: Sharon Lyn, Vice President Email: Phone: (954) 940-4994, Fax: (954) 940-5320 Investor Relations: Leo Hinkley, Senior Vice President Email: Mailing Address: BFC Financial Corporation Attn: Investor Relations 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309 Matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Past performance is no indication of current or future results. These forward-looking statements are based largely on the expectations of BFC and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company's control including the risks and uncertainties with respect to its current investments and any future investments, that appropriate investment opportunities on reasonable terms and at reasonable prices will not be available and those disclosed in the Company's filings with the Securities and Exchange Commission. Moreover, this press release contains only summary and partial financial data for the periods in question and is subject to the completion of our audit. More complete information is contained in our 2004 Annual Report on Form 10-K and our quarterly report on Form 10Q filed with the Securities and Exchange Commission and available on BFC's website at http://www.bfcfinancial.com/. http://www.newscom.com/cgi-bin/prnh/20041015/FLFLOGODATASOURCE: BFC Financial Corporation CONTACT: Sharon Lyn, Vice President, Investor and Corporate Communications, +1-954-940-4994, Fax: +1-954-940-5320, , or Investor Relations - Leo Hinkley, Senior Vice President, , both of BFC Financial Corporation Web site: http://www.bfcfinancial.com/

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