UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarter Ended June 30, 2012
OR
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number
001-09071
BFC Financial Corporation
(Exact name of registrant as specified in its charter)
| Florida | 59-2022148 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
| 2100 West Cypress Creek Road | ||
| Fort Lauderdale, Florida | 33309 | |
| (Address of Principal executive office) | (Zip Code) |
(954) 940-4900
(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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x 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). YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller 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 ¨ NO x
The number of shares outstanding of each of the registrant’s classes of common stock as of September 7, 2012 is as follows:
Class A Common Stock of $.01 par value, 70,275,222 shares outstanding.
Class B Common Stock of $.01 par value, 6,859,501 shares outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q of BFC Financial Corporation (the “Company”) for the quarter ended June 30, 2012, as filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 14, 2012 (the “Form 10-Q”), is being filed solely to include as Exhibit 101 the XBRL Interactive Data File exhibits required by Item 6 of Form 10-Q. Applicable SEC rules and regulations permit the inclusion of these XBRL Interactive Data Files by amendment to the Form 10-Q filed with the SEC within 30 days after the original filing date of the Form 10-Q. No other information contained in the Form 10-Q is being amended.
This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q and does not reflect any events occurring after the filing of the Form 10-Q.
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Part II – Other Information
| Item 6. | Exhibits |
| Exhibit 31.1 * | Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 31.2 * | Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 31.3 * | Chief Accounting Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 32.1 ** | Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 32.2 ** | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 32.3 ** | Chief Accounting Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
|
101.INS *** |
XBRL Instance Document | |
| 101.SCH *** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL *** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF *** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB *** | XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE *** | XBRL Taxonomy Extension Presentation Linkbase Document | |
| * | Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 14, 2012. |
| ** | Previously furnished with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 14, 2012. |
| *** | Pursuant to Rule 406T of Regulation S-T promulgated by the SEC, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections. |
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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.
| BFC FINANCIAL CORPORATION | ||||
| Date: September 12, 2012 |
By: | /s/ Alan B. Levan | ||
| Alan B. Levan, Chief Executive Officer | ||||
| Date: September 12, 2012 |
By: | /s/ John K. Grelle | ||
| John K. Grelle, Chief Financial Officer | ||||
| Date: September 12, 2012 |
By: | /s/ Maria R. Scheker | ||
| Maria R. Scheker, Chief Accounting Officer | ||||
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