Business News

Woodbridge Holdings Corporation Reports Financial Results for the Second Quarter, 2008

SOURCE:

Woodbridge Holdings Corporation

2008-08-12 18:12:00

Woodbridge Holdings Corporation Reports Financial Results for the Second Quarter, 2008

Announces Plans for Reverse Stock Split

FORT LAUDERDALE, FL–(EMWNews – August 12, 2008) – Woodbridge Holdings Corporation (NYSE: WDG) (“Woodbridge” or “the Company”) today announced financial results for

the period ended June 30, 2008. Net loss for the second quarter of 2008

was ($8.9) million, or ($0.09) per diluted share, compared with a net loss

of ($58.1) million, or ($2.87) per diluted share, in the second quarter of

2007. Year-to-date, Woodbridge reported a net loss of ($19.4) million, or

($0.20) per diluted share, compared to a net loss of ($57.1) million, or

($2.82) per diluted share, for the comparable six month period ended June

30, 2007. Included in the net loss for 2007 is the results of Levitt and

Sons, which have been deconsolidated from the financial statements of

Woodbridge Holdings Corporation for the three and six month periods ended

June 30, 2008.

Woodbridge Holdings’ Chairman and Chief Executive Officer, Alan B. Levan,

commented, “We continue to make progress on the transition to a new

strategic direction which we anticipate will allow Woodbridge to utilize

its cash, assets and expertise to capitalize on opportunities inside and

outside the real estate industry.

“In line with this new strategic direction, Woodbridge’s Board of Directors

recently approved a 1-for-5 reverse split of Woodbridge’s Common Stock. We

believe that a reverse stock split is in the best interest of our current

shareholders because we expect it will allow our stock to be more

attractive to a broader range of institutional and other investors, and

will assist us in maintaining compliance with the NYSE’s price criteria for

continued listing. The reverse stock split will not have any impact on a

shareholder’s proportionate equity interest or voting rights in the

Company.

“The following is an update on our current operations:

Core Communities

“Core Communities (‘Core’), our subsidiary engaged in the development of

master-planned communities, is continuing its development of its

master-planned community, ‘Tradition, Florida,’ in Port St. Lucie, Florida

and its master-planned community, ‘Tradition Hilton Head’ near Hardeeville,

South Carolina. For the second quarter of 2008, Core reported a net loss

before discontinued operations of ($3.5) million versus net loss of ($0.5)

million during the comparable 2007 period. Lease revenues of our shopping

centers at Tradition, Florida are not included in these numbers as these

properties, as discussed below, are carried in discontinued operations.

“Core Communities’ third party backlog at June 30, 2008 consisted of

contracts for the sale of 326 acres with a sales value of $96.2 million,

compared with contracts for the sale of 98 acres with a sales value of

$29.0 million at June 30, 2007. Total selling, general and administrative

(SG&A) expenses at Core Communities increased to $4.8 million during the

second quarter of 2008 from $3.5 million for the comparable 2007 period.

This increase reflects administrative expenses related to compensation and

benefits, increased expenses associated with our support of the community

and commercial associations in our master-planned communities, increased

fees for professional services and higher property tax expense.

Tradition, Florida

“Tradition, Florida encompasses more than 8,200 total acres, including

approximately 3,900 remaining net saleable acres, a planned 4.5-mile long

employment corridor along I-95, educational and health care facilities,

commercial properties, residential developments and other mixed-use

parcels.

“A recent study by Money Magazine ranked St. Lucie County number six on the

list of counties nationwide with the greatest job growth between 2000 and

2007. St. Lucie County experienced a 50 percent growth rate during that

period. Further, according to the U.S. Census Bureau, the city of Port St.

Lucie was ranked number seven among the fastest-growing cities in the

nation between July 2006 and July 2007. Port St. Lucie increased its

population by 70 percent between 2000 and 2007, according to a recent

article in the Port St. Lucie Times.

“In addition to the continued marketing of land parcels to users and third

party developers, Core is actively marketing and soliciting bids from

several potential buyers to purchase its income producing commercial assets

in Florida, including the Landing at Tradition and Tradition Square. Since

these shopping centers are held as ‘available for sale’, accounting rules

require that the lease revenues, expenses, and the assets and liabilities

related to these properties be treated as discontinued operations in our

financial statements. Income from discontinued operations, which reflects

the results of Landing at Tradition and Tradition Square, was $1.0 million

in the second quarter of 2008 versus $108,000 in the second quarter of

2007, reflecting the operations of these commercial leasing projects.

“During the quarter, Core Communities secured a purchase option from Tanger

Outlet Centers for a 30-acre parcel just north of The Landing, Tradition’s

600,000-square-foot retail power center, for the development of a

350,000-square-foot retail outlet mall. Tradition Square, the 23-acre,

135,000-square-foot retail/office development that serves as the Tradition

Town Center, was awarded a 2008 Merit Award in the commercial category by

the Florida Chapter of the American Society of Landscape Architects. The

award, presented to Core Communities and Canin Associates, the project’s

landscape architect, recognizes the Square’s unique pedestrian environment

and role in the community.

Tradition Hilton Head

“Tradition Hilton Head encompasses approximately 5,400 total acres,

including approximately 2,800 remaining net saleable acres, and is

currently entitled for up to 9,500 residential units and 1.5 million square

feet of commercial space.

“We continue to seek to use cost effective marketing strategies to create

awareness for Tradition Hilton Head. In that regard, Tradition National

Golf Course was selected as the site of the first-ever College Golf

Combine, an effort by UNDER ARMOUR®, the International Junior Golf Tour

and the Hank Haney International Junior Golf Academy on Hilton Head Island

to bring exposure to junior golfers seeking college opportunities. Two

combines were held in late July/early August uniting junior golfers and

college golf coaches from around the country. Additionally, Tradition

Hilton Head was selected as the location of HGTV’s first ‘green’ home and

was featured prominently in the national HGTV Green Home Giveaway 2008(SM)

special that aired on March 23, 2008. During the television special,

viewers entered a contest to win a ‘green’ home package valued at $850,000.

The winner was announced during the second quarter of 2008. During the

Green Home promotion, more than 10,000 people visited Tradition Hilton Head

for tours, raising $94,000 for United Way of the Lowcountry.

Bluegreen Corporation

“Bluegreen Corporation recently announced that it has signed a non-binding

letter of intent for the acquisition of Bluegreen by Diamond Resorts

International (‘Diamond Resorts’) at a price of $15.00 per share, valuing

the transaction at approximately $500 million exclusive of Bluegreen’s

outstanding debt. The acquisition is subject to the completion of due

diligence and the execution of definitive agreements. Diamond Resorts,

based in Las Vegas, Nevada, is one of the largest vacation ownership

companies in the world with 110 branded and affiliated resorts in 14

countries with destinations throughout the continental United States and

Hawaii, Canada, Mexico, the Caribbean and Europe, more than 360,000 owners

and members and more than 5,500 associates worldwide. We own approximately

9.5 million shares of Bluegreen’s outstanding common stock, and have

indicated our support of the transaction at the terms stated in the letter

of intent.

“For the second quarter of 2008, Bluegreen Corporation reported net income

of $3.4 million, or $0.11 per diluted share, versus $4.1 million, or $0.13

per diluted share, in the comparable period of 2007. As of June 30, 2008,

the book value of Bluegreen’s common stock was $12.46 per share.

“Woodbridge’s equity in the earnings of Bluegreen Corporation was $1.2

million for the second quarter of 2008, versus $1.4 million in the

corresponding 2007 period.

Levitt and Sons

“On June 27, 2008, Woodbridge entered into a settlement agreement (the

“Settlement Agreement”) with the Debtors and the Joint Committee of

Unsecured Creditors appointed in the Chapter 11 Cases associated with the

Levitt and Sons bankruptcy. Pursuant to the Settlement Agreement, among

other things, (i) Woodbridge has agreed to pay to the Debtors’ bankruptcy

estates the sum of $12.5 million plus accrued interest from May 22, 2008

through the date of payment, (ii) Woodbridge has agreed to waive and

release substantially all of the claims it has against the Debtors,

including its administrative expense claims through July 2008, and

(iii) the Debtors (joined by the Joint Committee of Unsecured Creditors)

have agreed to waive and release any claims they may have against

Woodbridge and its affiliates. The Settlement Agreement is subject to a

number of conditions, including the approval of the Bankruptcy Court. There

is no assurance that the Settlement Agreement will be approved or the

transactions contemplated by it completed.

“In connection with the filing of the Chapter 11 Cases, Woodbridge

deconsolidated Levitt and Sons as of November 9, 2007. As a result of the

deconsolidation, Woodbridge had a negative basis in its investment in

Levitt and Sons because Levitt and Sons generated significant losses and

intercompany liabilities in excess of its asset balances. This negative

investment, “Loss in excess of investment in subsidiary,” is reflected as a

single amount on the Company’s consolidated statements of financial

condition as a $55.2 million liability as of June 30, 2008 and December 31,

2007. This balance was comprised of a negative investment in Levitt and

Sons of $123.0 million, and outstanding advances due to Woodbridge from

Levitt and Sons of $67.8 million. Included in the negative investment was

approximately $15.8 million associated with deferred revenue related to

intra-segment sales between Levitt and Sons and Core Communities. Upon

such approval, if any, Woodbridge will make payments in accordance with the

terms and conditions of the Settlement Agreement, recognize the cost of

settlement and reverse the related liability into income for a net positive

result of approximately $43 million.

Other Operations

“SG&A expense for the second quarter of 2008 increased to $7.7 million from

$6.9 million during the same 2007 period. The increase was mainly

attributable to severance related charges due to the reductions in force

associated with the bankruptcy filing of Levitt and Sons, increased

professional fees associated with our interest and position taken in

connection with our investment in equity securities and increased insurance

expenses due to the absorption of certain of Levitt and Sons’ insurance

costs. These increases were partially offset by decreased compensation,

benefits and incentives expenses and decreased office related expenses.

“Subsequent to the end of the quarter, Woodbridge filed its 2007 tax return

and anticipates receiving a refund of approximately $27 million.

Woodbridge Holdings Corporation

“During the second quarter, Woodbridge announced that John K. Grelle was

appointed Chief Financial Officer and principal accounting officer of the

Company. Mr. Grelle replaced Patrick M. Worsham, who had served as Acting

Chief Financial Officer of the Company since January 2008. Mr. Grelle will

also serve as Chief Financial Officer of BFC Financial Corporation, the

Company’s controlling shareholder.”

Woodbridge Holdings Corporation Selected Financial Data (Consolidated)


--  Total cash and cash equivalents:          $125.3 million

--  Total assets:                             $673.7 million

--  Debt (excluding discontinued operations): $257.9 million

--  Shareholders' equity:                     $240.9 million

--  Shares outstanding:                         96.4 million

--  Book value per share:                      $2.50

    

Second Quarter, 2008 Compared to Second Quarter, 2007


--  Total revenues of $3.2 million versus $127.1 million

--  Net (loss) of ($8.9) million versus ($58.1) million

--  Diluted (loss) per share of ($0.09) vs. ($2.87)

--  Weighted average shares outstanding of 96.4 million versus 20.2

    million

    

Year-to-Date, 2008 Compared to Year-To-Date, 2007


--  Total revenues of $4.1 million versus. $270.3 million

--  Net loss of ($19.4) million versus ($57.1) million

--  Diluted (loss) per share of ($0.20) versus ($2.82)

--  Weighted average shares outstanding of 96.4 million versus 20.2

    million

    

Woodbridge’s second quarter 2008 financial results press release and

financial tables will be available on its website:

www.WoodbridgeHoldings.com. To view the press release and financial

tables, access the “Investor Relations” section and click on the “News

Releases” navigation link.

New York Stock Exchange Notification Letter

On August 11, 2008, Woodbridge was notified by the NYSE that it had fallen

below the continued listing standard relating to minimum share price.

Woodbridge intends to provide notification to the NYSE of its intent to

seek to cure the deficiency and the steps it will take to attempt to do so,

including the reverse stock split described in this press release. Under

the New York Stock Exchange’s rules and regulations, Woodbridge’s Class A

Common Stock will continue to be listed on the NYSE during the six month

cure period, subject to compliance with the other continued listing

requirements. Although Woodbridge hopes that it will be able to comply with

the NYSE’s requirements for continued listing, there is no assurance that

it will be able to do so.

About Woodbridge Holdings Corporation

Woodbridge Holdings Corporation, directly and through its wholly owned

subsidiaries seeks to invest opportunistically within and outside the real

estate industry. Historically, the Company’s operations were primarily

within the real estate industry, however, the Company’s current business

strategy includes the pursuit of opportunistic investments and acquisitions

within or outside of the real estate industry, as well as the continued

development of master-planned communities. Under this business strategy,

the Company may not generate a constant earnings stream and the composition

of the Company’s revenues may vary widely due to factors inherent in a

particular investment, including the maturity of the business, market

conditions and cyclicality. Net investment gains and other income that may

occur are to be driven by the Company’s strategic initiatives as well as

overall market conditions.

Core Communities, a wholly owned subsidiary, develops master-planned

total-living community environments throughout the Southeastern United

States, including its original and best known, St. Lucie West. The

company’s

8,200-acre Tradition™ Florida community is home to more than 1,700

families, vibrant commercial areas and a 4.5-mile-long employment corridor.

The community is also home to the Florida Center for Innovation at

Tradition (FCI) Research Park, in which The Torrey Pines Institute for

Molecular Studies, Mann Research Center, Martin Memorial Health Systems and

Oregon Health & Science University’s Vaccine and Gene Therapy Institute

have all announced plans to locate. Core is also expanding its

Tradition™ brand with Tradition™ Hilton Head, an approximate

5,400-acre community planned to include 9,500 residences and 1.5 million

square feet of commercial space, which features a variety of neighborhoods

and housing styles, shopping and dining in Village Square, a Fitness Center

& Spa and the Tommy Fazio-designed Tradition National Golf Course.

Cypress Creek Capital Holdings, LLC, a wholly owned subsidiary, is a real

estate investment banking company. Cypress Creek Capital’s acquisition

program focuses on existing commercial income producing properties in

Florida’s growth markets. The company targets office, retail and industrial

real estate.

Snapper Creek Equity Management, LLC is a wholly-owned subsidiary of

Woodbridge Holdings Corporation focused on activities related to investing

in and acquiring mid-market diverse operating businesses.

For further information, please visit our websites:

www.WoodbridgeHoldings.com

www.CoreCommunities.com

www.CypressCreekCapital.com

www.SnapperCreek.com

*To receive future Woodbridge Holdings Corporation news releases or

announcements directly via Email, please click on the Email Broadcast Sign

Up button on our website: www.WoodbridgeHoldings.com.

Some of the statements contained or incorporated by reference herein

include 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”),

that involve substantial risks and uncertainties. Some of the

forward-looking statements can be identified by the use of words such as

“anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,”

“should,” “seek” or other similar expressions. Forward-looking statements

are based largely on management’s expectations and involve inherent risks

and uncertainties described in this report. When considering those

forward-looking statements, you should keep in mind the risks,

uncertainties and other cautionary statements. These risks are subject to

change based on factors which are, in many instances, beyond the Company’s

control. Some factors which may affect the accuracy of the forward-looking

statements apply generally to the industries in which we operate, while

other factors apply directly to us. Any number of important factors could

cause actual results to differ materially from those in the forward-looking

statements including: the impact of economic, competitive and other

factors affecting the Company and its operations; the market for real

estate in the areas where the Company has developments, including the

impact of market conditions on the Company’s margins and the fair value of

our real estate inventory and the potential for write-downs or impairment

charges; the effects of increases in interest rates and availability of

credit to buyers of our inventory; accelerated principal payments on our

debt obligations due to re-margining or curtailment payment requirements;

the ability to obtain financing and to renew existing credit facilities on

acceptable terms, if at all; the Company’s ability to access additional

capital on acceptable terms, if at all; the risk that we may require to

adjust the carrying value of our investment in Bluegreen and incur an

impairment charge in future periods; the risk that the Bluegreen

acquisition transaction may not be consummated under the proposed terms, if

at all; equity risks associated with a decline in the trading prices of our

equity securities; the risks and uncertainties inherent in bankruptcy

proceedings and the inability to predict the effect of Levitt and Sons’

reorganization and/or liquidation process on Woodbridge Holdings

Corporation and its results of operation and financial condition, including

the risk that the previously announcement settlement will not be approved

or consummated and the risk that creditors of Levitt and Sons may be

successful in asserting claims against Woodbridge Holdings Corporation; the

Company’s ability to implement its business plan to pursue opportunistic

acquisitions and investments successfully, if at all, or produce results

which justify their costs and the risk that no gain from such investments

will be realized; the risk that the volatility in the trading price of

equity securities held will result in adjustments of shareholder equity;

the risks associated with the Company’s compliance with the continued

listing requirements of the New York Stock Exchange; and the Company’s

success at managing the risks involved in the foregoing. Many of these

factors are beyond the Company’s control and the Company cautions that the

foregoing factors are not exclusive. Further, while the Company intends to

effect the reverse stock split as soon as practicable, subject to market

and other customary conditions, there is no assurance that the reverse

stock split will be consummated or Woodbridge Holdings Corporation’s Class

A common stock will be eligible for continued listing on the NYSE

Additional information concerning the potential risk factors that could

affect Woodbridge Holdings Corporation’s future performance are described

in the Company’s periodic reports filed with the SEC, which may be viewed

free of charge on the SEC’s website, www.sec.gov, or on the Company’s

website, www.WoodbridgeHoldings.com.


                      Woodbridge Holdings Corporation

        Consolidated Statements of Financial Condition - Unaudited

                    (In thousands, except share data)





                                                    June 30,   December 31,

                                                      2008         2007

                                                  -----------  -----------

                      Assets

Cash and cash equivalents                         $   125,307      195,181

Restricted cash                                           729        2,207

Current income tax receivable                          27,375       27,407

Inventory of real estate                              242,185      227,290

Assets held for sale                                   95,827       96,214

Investments:

   Bluegreen Corporation                              117,365      116,014

   Other equity securities                             15,699            -

   Other                                                2,564        2,565

Property and equipment, net                            33,005       33,566

Other assets                                           13,655       12,407

                                                  -----------  -----------

   Total assets                                   $   673,711      712,851

                                                  ===========  ===========



      Liabilities and Shareholders' Equity

Accounts payable, accrued liabilities and other   $    37,454       41,618

Liabilities related to assets held for sale            82,311       80,093

Notes and mortgage notes payable                      172,820      189,768

Junior subordinated debentures                         85,052       85,052

Loss in excess of investment in subsidiary             55,214       55,214

                                                  -----------  -----------

   Total liabilities                                  432,851      451,745

                                                  -----------  -----------



Shareholders' equity:

Preferred stock, $0.01 par value

   Authorized: 5,000,000 shares

   Issued and outstanding: no shares                        -            -



Class A Common Stock, $0.01 par value

   Authorized: 150,000,000 shares

   Issued and outstanding: 95,197,445 and

    95,040,731 shares, respectively                       952          950



Class B Common Stock, $0.01 par value

   Authorized: 10,000,000 shares

   Issued and outstanding: 1,219,031 shares                12           12



Additional paid-in capital                            337,358      336,795

Accumulated deficit                                   (97,910)     (78,537)

Accumulated other comprehensive income                    448        1,886

                                                  -----------  -----------

   Total shareholders' equity                         240,860      261,106

                                                  -----------  -----------

   Total liabilities and shareholders' equity     $   673,711      712,851

                                                  ===========  ===========









                      Woodbridge Holdings Corporation

            Consolidated Statements of Operations - Unaudited

                  (In thousands, except per share data)







                                       Three Months         Six Months

                                      Ended June 30,      Ended June 30,

                                    ------------------  ------------------

                                      2008      2007      2008      2007

                                    --------  --------  --------  --------



Revenues:

   Sales of real estate             $  2,395   125,364     2,549   266,662

   Other revenues                        810     1,702     1,556     3,614

                                    --------  --------  --------  --------

   Total revenues                      3,205   127,066     4,105   270,276

                                    --------  --------  --------  --------



Costs and expenses:

   Cost of sales of real estate        1,758   171,594     1,786   284,502

   Selling, general and

    administrative expenses           12,439    33,017    24,514    65,331

   Interest expense                    2,146         -     4,865         -

   Other expenses                          -       413         -       895

                                    --------  --------  --------  --------

   Total costs and expenses           16,343   205,024    31,165   350,728

                                    --------  --------  --------  --------



Earnings from Bluegreen Corporation    1,211     1,357     1,737     3,101

Interest and other income              1,946     3,294     3,545     5,634

                                    --------  --------  --------  --------

   Loss from continuing operations

    before income taxes               (9,981)  (73,307)  (21,778)  (71,717)

Benefit for income taxes                   -    15,112         -    14,501

                                    --------  --------  --------  --------

   Loss from continuing operations    (9,981)  (58,195)  (21,778)  (57,216)

Discontinued operations:

   Income from discontinued

    operations, net of tax             1,039       108     2,405       105

                                    --------  --------  --------  --------

   Net loss                         $ (8,942)  (58,087)  (19,373)  (57,111)

                                    ========  ========  ========  ========



Basic loss per common share:

   Continuing operations            $  (0.10)    (2.88)    (0.23)    (2.83)

   Discontinued operations              0.01      0.01      0.03      0.01

                                    --------  --------  --------  --------

   Total basic loss per common

    share                           $  (0.09)    (2.87)    (0.20)    (2.82)

                                    ========  ========  ========  ========



Diluted loss per common share:

   Continuing operations            $  (0.10)    (2.88)    (0.23)    (2.83)

   Discontinued operations              0.01      0.01      0.03      0.01

                                    --------  --------  --------  --------

   Total diluted loss per common

    share                           $  (0.09)    (2.87)    (0.20)    (2.82)

                                    ========  ========  ========  ========



Weighted average common shares

 outstanding:

   Basic                              96,264    20,218    96,261    20,217

   Diluted                            96,264    20,218    96,261    20,217



Dividends declared per common

 share:

   Class A common stock             $      -         -         -      0.02

   Class B common stock             $      -         -         -      0.02









                      WOODBRIDGE HOLDINGS CORPORATION

              Summary of Selected Financial Data (unaudited)





                         As of or for the

                         Six Months Ended

                       --------------------

(dollars in thousands,

 except share and per

 share data)           6/30/2008  6/30/2007

                       ---------  ---------



Consolidated Operations:

  Revenues from sales

   of real estate      $   2,549    266,662

  Cost of sales of real

   estate              $   1,786    284,502

                       ---------  ---------

  Margin (a)           $     763    (17,840)

  Earnings from

   Bluegreen

   Corporation         $   1,737      3,101

  Selling, general and

   administrative

   expenses            $  24,514     65,331

  Loss from continuing

   operations          $ (21,778)   (57,216)

  Income from

   discontinued

   operations          $   2,405        105

  Net loss             $ (19,373)   (57,111)



  Basic loss per share

   (b)

  Continuing

   Operations          $   (0.23)     (2.83)

  Discontinued

   operations          $    0.03       0.01

                       ---------  ---------

  Total basic loss per

   share               $   (0.20)     (2.82)



  Diluted loss per

   share (b)

  Continuing

   Operations          $   (0.23)     (2.83)

  Discontinued

   operations          $    0.03       0.01

                       ---------  ---------

  Total diluted loss

   per share           $   (0.20)     (2.82)



  Weighted average

   shares outstanding -

   basic                  96,261     20,217

  Weighted average

   shares outstanding

   -diluted               96,261     20,217

  Dividends declared

   per common share    $       -       0.02



Key Performance Ratios:

  S, G & A expense as a

   percentage of total

   revenues                597.2%      24.2%

  Return on average

   shareholders'

   equity, trailing 12

   mos. (d)                (74.5%)    (20.4%)

  Ratio of debt to

   shareholders' equity    107.1%     227.6%

  Ratio of debt to

   total capitalization     51.7%      69.5%

  Ratio of net debt to

   total capitalization     26.6%      62.9%



Consolidated Financial

 Condition Data:

  Cash and cash

   equivalents         $ 125,307     61,618

  Inventory of real

   estate                242,185    776,211

  Investment in

   Bluegreen

   Corporation           117,365    109,658

  Total assets           673,711  1,096,585

  Total debt             257,872    654,093

  Total liabilities      432,851    809,244

  Shareholders' equity   240,860    287,341



Homebuilding Division

 (e):

  Revenues from sales

   of real estate      $       -    257,822

  Cost of sales of real

   estate                      -    278,609

                       ---------  ---------

  Margin (a)           $       -    (20,787)

  Margin percentage (c)        -       (8.1%)

  Gross orders (units)         -        763

  Cancellations (units)        -        313

  Net orders (units)           -        450

  Net orders (value)           -    106,226

  Construction starts          -        489

  Homes delivered              -        741

  Average closing price

   of homes delivered

   (h)                 $       -        333

  Backlog of homes

   (units)                     -        957

  Backlog of homes ($) $       -    297,832



Land Division (f):

  Revenues from sales

   of real estate (i)  $   1,865      2,694

  Cost of sales of real

   estate (i)              1,173        555

                       ---------  ---------

  Margin (a) (i)       $     692      2,139

  Margin percentage (c)

   (i)                      37.1%      79.4%

  Acres sold                   3          1

  Inventory of real

   estate (acres) (g)      6,676      6,870

  Inventory of real

   estate ($)          $ 200,976    204,611

  Backlog of land

   (acres) - Third

   parties                   326         98

  Backlog of land ($) -

   Third parties       $  96,164     29,013









                              As of or for the Three Months Ended

                      ---------------------------------------------------

(dollars in thousands,

 except share and per

 share data)          6/30/2008  3/31/2008 12/31/2007 9/30/2007  6/30/2007

                      ---------  ---------  -------  ---------  ---------



Consolidated Operations:

  Revenues from sales

   of real estate         2,395        154   20,629    122,824    125,364

  Cost of sales of real

   estate                 1,758         28   13,399    275,340    171,594

                      ---------  ---------  -------  ---------  ---------

  Margin (a)                637        126    7,230   (152,516)   (46,230)

  Earnings from

   Bluegreen

   Corporation            1,211        526    2,756      4,418      1,357

  Selling, general and

   administrative

   expenses              12,439     12,075   19,200     31,556     33,017

  Loss from continuing

   operations            (9,981)   (11,797)  (9,189)  (169,980)   (58,195)

  Income from

   discontinued

   operations             1,039      1,366      848        812        108

  Net loss               (8,942)   (10,431)  (8,341)  (169,168)   (58,087)



  Basic loss per share

   (b)

  Continuing operations   (0.10)     (0.12)   (0.10)     (8.41)     (2.88)

  Discontinued

   operations              0.01       0.01     0.01       0.04       0.01

                      ---------  ---------  -------  ---------  ---------

  Total basic loss per

   share                  (0.09)     (0.11)   (0.09)     (8.37)     (2.87)



  Diluted loss per

   share (b)

  Continuing operations   (0.10)     (0.12)   (0.10)     (8.41)     (2.88)

  Discontinued

   operations              0.01       0.01     0.01       0.04       0.01

                      ---------  ---------  -------  ---------  ---------

  Total diluted loss

   per share              (0.09)     (0.11)   (0.09)     (8.37)     (2.87)



  Weighted average

   shares outstanding -

   basic                 96,264     96,257   96,256     20,220     20,218

  Weighted average

   shares outstanding

   -diluted              96,264     96,257   96,256     20,220     20,218

  Dividends declared

   per common share           -          -        -          -          -



Key Performance Ratios:

  S, G & A expense as a

   percentage of total

   revenues               388.1%    1341.7%    90.0%      25.4%      26.0%

  Return on average

   shareholders'

   equity, trailing 12

   mos. (d)               (74.5%)    (82.8%)  (77.6%)   (100.3%)    (20.4%)

  Ratio of debt to

   shareholders' equity   107.1%     105.1%   105.3%     510.0%     227.6%

  Ratio of debt to

   total capitalization    51.7%      51.3%    51.3%      83.6%      69.5%

  Ratio of net debt to

   total capitalization    26.6%      25.6%    14.9%      78.7%      62.9%



Consolidated Financial

 Condition Data:

  Cash and cash

   equivalents          125,307    131,183  195,181     35,733     61,618

  Inventory of real

   estate               242,185    234,223  227,290    580,104    776,211

  Investment in

   Bluegreen

   Corporation          117,365    116,340  116,014    115,408    109,658

  Total assets          673,711    688,694  712,851    900,392  1,096,585

  Total debt            257,872    262,119  274,820    609,149    654,093

  Total liabilities     432,851    439,374  451,745    780,959    809,244

  Shareholders' equity  240,860    249,320  261,106    119,433    287,341



Homebuilding Division

 (e):

  Revenues from sales

   of real estate             -          -    7,662    122,224    123,653

  Cost of sales of real

   estate                     -          -    6,747    267,210    171,006

                      ---------  ---------  -------  ---------  ---------

  Margin (a)                  -          -      915   (144,986)   (47,353)

  Margin percentage (c)       -          -     11.9%    (118.6%)    (38.3%)

  Gross orders (units)        -          -       62        206        478

  Cancellations (units)       -          -       68        157        187

  Net orders (units)          -          -       (6)        49        291

  Net orders (value)          -          -   (3,695)    12,872     62,326

  Construction starts         -          -        4        236        235

  Homes delivered             -          -       28        375        379

  Average closing price

   of homes delivered

   (h)                        -          -      274        302        326

  Backlog of homes

   (units)                    -          -        -        631        957

  Backlog of homes ($)        -          -        -    197,404    297,832



Land Division (f):

  Revenues from sales

   of real estate (i)     1,711        154   13,116        757      1,917

  Cost of sales of real

   estate (i)             1,145         28    6,636        256        483

                      ---------  ---------  -------  ---------  ---------

  Margin (a) (i)            566        126    6,480        501      1,434

  Margin percentage (c)

   (i)                     33.1%      81.8%    49.4%      66.2%      74.8%

  Acres sold                  3          -       38          1          1

  Inventory of real

   estate (acres) (g)     6,676      6,679    6,679      6,717      6,870

  Inventory of real

   estate ($)           200,976    195,068  189,903    212,704    204,611

  Backlog of land

   (acres) - Third

   parties                  326        260      259        291         98

  Backlog of land ($) -

   Third parties         96,164     78,488   77,888     92,451     29,013



(a) Margin is calculated as sales of real estate minus cost of sales of

    real estate. Homebuilding Division impairment charges and write-offs of

    deposits and pre-acquisition costs included in cost of sales for the

    quarters ended June 30, 2007 and September 30, 2007; totaled $63.0

    million and $154.3 million, respectively. There were no impairment

    charges for the quarters ended June 30, 2008, March 31, 2008 and

    December 31, 2007.

(b) Diluted loss per share takes into account the dilutive effect of our

    stock options and restricted stock using the treasury stock method and

    the dilution in earnings we recognize  as a result of outstanding

    Bluegreen securities that entitle the holders thereof to acquire shares

    of Bluegreen's common stock. The weighted average number of common

    shares outstanding in basic and diluted loss per share for all prior

    periods presented have been retroactively adjusted for a number of

    shares representing a bonus element arising from the rights offering

    that closed at a higher price ($2.05) on October 1, 2007 than the

    offering price of $2.00 per share.

(c) Margin percentage is calculated by dividing margin by sales of real

    estate.

(d) Calculated by dividing net loss by average shareholders' equity.

    Average shareholders' equity is calculated by averaging the equity

    balance at the end of the current period with the equity balance at the

    end of the same period in the prior year.

(e) Backlog includes all homes subject to sales contracts.

(f) There were no land sales to the Homebuilding Division during 2007. Any

    inter-segment transactions are eliminated in consolidation.

(g) Estimated net saleable acres (subject to final zoning, permitting, and

    other governmental regulations / approvals).  Includes approximately 56

    acres related to assets held for sale as of June 30, 2008.

(h) Average closing price of homes delivered excludes lot sales and land

    sales in the Homebuilding Division.

(i) Consists of land sales, look back fees and revenue recognition of

    previously deferred revenue associated with percentage of completion

    accounting.







                      WOODBRIDGE HOLDINGS CORPORATION

                        Land Development Properties

                              As of: 6/30/08



                                             Non-        Net

                                  Total    Saleable   Saleable     Closed

Project              Location     Acres    Acres (a)  Acres (a)    Acres

                   ------------ ---------- ---------- ---------- ----------

Currently in

 Development





                     St. Lucie

Tradition, FL        County, FL      8,246      2,583      5,663      1,794



                        Jasper

Tradition, SC        County, SC      5,390      2,417      2,973        165

                                ---------- ---------- ---------- ----------



                         Total

                   Currently in

                    Development     13,636      5,000      8,636      1,959

                                ========== ========== ========== ==========





                                  $ Book     Acres

                     Saleable   value per  Contract   Saleable

                      Acres     Saleable   to Third     Acres

                    Remaining     Acre      Parties   Available

Project                (c)       ($000)       (b)        (d)

                   ------------ ---------- ---------- ----------

Currently in

 Development





Tradition, FL             3,869         26        293      3,576



Tradition, SC             2,808         35         33      2,775

                   ------------ ---------- ---------- ----------



    Total Currently

     in Development       6,676 $       30        326      6,350

                   ============ ========== ========== ==========



(a) Actual saleable acres may vary from original plan due to changes in

    zoning, project design, or other factors.

(b) There can be no assurance that current property contracts will be

    consummated.

(c) Includes approximately 56 acres related to assets held for sale as of

    June 30, 2008.

(d) Saleable acres available for sale are approved for the following mix of

    use:



                                      Acres     Residential Commercial

          Project                   Available     Units*      Sq. Ft.

                                    ----------- ----------- -----------

          Tradition, FL                   3,576      13,000   7,500,000

          Tradition, SC                   2,775       8,500   1,500,000

                                    ----------- ----------- -----------

             Total                        6,350      21,500   9,000,000



          * Based on current plans for these communities.  Management does

            not expect to utilize the full residential density allowed by

            the existing entitlements.

Woodbridge Holdings Corporation Contact Information:
Investor Relations:
Leo Hinkley
SVP, Investor Relations Officer
Phone: (954) 940-4995
Fax: (954) 940-5320
Email:

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