BBX Capital Corporation (the "Company") (NYSE: BBX), formerly BankAtlantic
Bancorp, Inc., announced today it has filed a Form 8-K containing a Corporate
Overview of BBX Capital with the Securities and Exchange Commission.
This Corporate Overview provides a general overview to investors on the Company
and its current business strategies.
The BBX Capital Corporate Overview is available to view on the SEC's website,
www.sec.gov, on BBX Capital's website, www.BBXCapital.com, and is also set forth
below.
BBX CAPITAL CORPORATION
CORPORATE OVERVIEW
BBX Capital, a New York Stock Exchange listed company (NYSE: BBX), is involved
in the acquisition, ownership and management of, and joint ventures and
investments in real estate and real estate development projects as well as
investments and management of middle market operating businesses. In addition,
BBX Capital owns a 46% indirect interest in Bluegreen Corporation, a vacation
ownership company with more than 60 owned or managed resorts, 225,000 owners of
vacation ownership interests and 4,700 employees. BFC Financial Corporation, BBX
Capital's majority shareholder, owns the remaining 54% interest in Bluegreen
Corporation.
But that only tells you what we do rather than who we are.
First, our culture is entrepreneurial. Our objective is to make portfolio
investments based on the fundamentals: quality real estate, the right operating
companies and partnering with good people.
Second, our goal is to increase value over time as opposed to focusing on
quarterly or yearly earnings. Since we expect our investments to be longer term,
we anticipate and are willing to accept that our earnings are likely to be
uneven. While capital markets generally encourage short term goals, our
objective is long term growth as measured by increases in book value per share
over time.
We believe our growth will come from our real estate investments and
developments, and our operating companies. Our investment decisions will be
based on opportunities for long term value creation as opposed to short term
earnings.
While BBX Capital is a new name, our family of companies date back more than
forty years and our management team has a long history of entrepreneurship.
OUR BEGINNINGS
1972 - 1984
BFC Financial Corporation
(BBX Capital's Parent, which owns 52% of BBX Capital)
In 1972, we began a series of public and private limited partnerships which
raised in excess of $200 million and purchased real estate throughout the
Southeast. In all, more than 25 partnerships were created to purchase and own
apartments, shopping centers, office buildings and warehouses. In 1978, a number
of these entities consolidated to become BFC Financial Corporation (OTCQB:
BFCF).
In 1984, BFC Financial purchased its initial stake in BankAtlantic and in 1987
received regulatory approval to hold a controlling interest in BankAtlantic. At
the time of the formation of BankAtlantic Bancorp in 1994 as the holding company
for BankAtlantic, BFC Financial was BankAtlantic Bancorp's largest and
controlling shareholder. BankAtlantic Bancorp changed its name to BBX Capital in
2012 following the sale of BankAtlantic. Today, BFC Financial owns 52% of BBX
Capital and is deemed to be its parent company.
1984 - 2007
BankAtlantic
Prior to its sale, BankAtlantic operated as a wholly owned subsidiary of
BankAtlantic Bancorp. BankAtlantic was considered by many as one of the best and
largest banking franchises headquartered in Florida. Among many strategies
launched was our "Florida's Most Convenient Bank" branding, redefining "Bankers
Hours" by bringing Seven-Day-Banking to Florida and pioneering Totally Free
Checking. As evidence of its acceptance by its customers and the market, in
August 2010 BankAtlantic was ranked highest in customer satisfaction in Florida
by J.D. Power and Associates. BankAtlantic, which was formed as a savings and
loan in 1952, grew from a small local Fort Lauderdale institution into, at its
peak, one of the largest Florida based banks with more than $6.5 billion in
assets, 100 branches, 2,800 employees and more than a half million customers.
BankAtlantic Bancorp, in addition to its ownership of BankAtlantic, also
acquired ownership of Ryan Beck & Co., a brokerage and investment banking firm
with 1,000 investment professionals, Levitt & Sons, previously known as the
builder of Levittown and America's oldest homebuilder, and Core Communities, the
developer of the planned communities of St. Lucie West and Tradition, Florida
consisting of more than10,000 plus acre.
2007 - 2012
The Great Recession
Like all financial institutions in the U.S., BankAtlantic was adversely impacted
by the recession and the banking and real estate crisis. Throughout the economic
collapse, our goal was to remain focused on "credit, capital and our core
operating income" even while we were taking write downs and losses based on
declining values in our lending portfolios. By cutting expenses, raising
capital, improving core operating earnings and managing the size of our balance
sheet, BankAtlantic's capital at all times remained above regulatory capital
requirements. In the end, we believe it was this sharply focused strategy that
allowed us to not only survive, but to provide significant value for our
shareholders upon the sale of BankAtlantic.
2012
Sale of BankAtlantic to BB&T Corporation
In 2012, it became evident that the value of BankAtlantic's written down and
nonperforming assets were ultimately potentially greater than the BankAtlantic
franchise as a whole and that it was becoming increasingly difficult to continue
to hold these assets. Regulators during this period were pressuring banks to
quickly liquidate nonperforming asset portfolios, even at substantial losses.
Further, while we recognized the opportunities in the nonperforming asset
portfolio, potential bank acquirers viewed these assets as toxic assets attached
to an otherwise wonderful banking franchise. With this in mind, we structured a
unique and novel transaction by creating a "good bank" (the traditional banking
franchise of low cost deposits and performing loans) and a "bad bank" (the
nonperforming assets). We determined that a bank acquirer would be interested in
purchasing one of the best banking franchises in the State of Florida if they
did not have to acquire nonperforming assets in the transaction. We believed
that this structure could maximize the sale price of the bank and let us retain
the nonperforming assets, which we believed would have substantial upside value
in a recovering economic environment. In connection with our sale of
BankAtlantic to BB&T, BankAtlantic Bancorp received one of the highest premiums
that any bank had received during the five-year recession by retaining the "bad
bank" and BB&T received a premier banking franchise by purchasing the "good
bank".
August 1, 2012 - December 31, 2013
BBX Capital
The sale to BB&T closed on July 31, 2012, and BankAtlantic Bancorp changed its
name to BBX Capital. "BBX" had been BankAtlantic Bancorp's New York Stock
Exchange ticker symbol. The day after the sale of BankAtlantic to BB&T, BBX
Capital, a decade's old company, was now in many ways a new "start-up" company
with approximately $600 million in assets (including $327 million of
nonperforming assets and $132 million of cash), a net worth of approximately
$255 million and $285 million of seven year debt owed to BB&T. With the sale, we
went from approximately 1,000 employees to 33 employees.
The majority of the BankAtlantic legacy assets retained by BBX Capital consisted
of non-earning assets that do not generate income on a regular or predictable
basis. Given the nature of these assets, revenues and earnings are largely only
generated as the assets are monetized through loan repayments or transactions
involving the sale, joint venture or development of real estate. Such
transactions could also result in losses from time to time.
From the outset on August 1, 2012, BBX Capital's operating objectives have been to:
-- Generate a cash source to cover our ongoing overhead costs
-- Manage, service and monetize the legacy loan and foreclosed real estate
portfolios
-- Actively encourage our borrowers to continue to repay their obligations
-- Repay our debt obligation to BB&T
-- Analyze the foreclosed real estate portfolio and categorize these assets
into one of three categories:
A. Available for sale
B. Hold for capital appreciation
C. Hold for development and /or joint venture development opportunities
-- Seek out and identify investment opportunities in real estate and in
middle market operating companies
December 31, 2013
BBX Capital Moving Forward
Since the sale of BankAtlantic in July 2012, we have been repositioning our
business and monetizing our legacy portfolios. We have pursued our goal of
transitioning our legacy business into a growth business by repatriating funds
and investing in new business opportunities.
While we have been actively monetizing BBX Capital's assets, we have
simultaneously been actively exploring and identifying investment opportunities
in real estate as well as in middle market operating companies that we believe
can benefit from our expertise and resources. In that regard, we have set up an
operating subsidiary for real estate related investments, "BBX Capital Real
Estate," and an operating subsidiary for investments in operating companies,
"BBX Capital Partners."
Ultimately, all of our real estate activities, including the BankAtlantic legacy
loan and foreclosed real estate portfolios, will fall under the umbrella of BBX
Capital Real Estate. As previously indicated, we are liquidating some legacy
real estate while holding and managing others for capital appreciation and
development. We are also pursuing new real estate development opportunities,
unrelated to the legacy portfolios.
Our goal is to diversify our platform so that a meaningful percentage of our
assets and income will be derived from operating businesses. It is our objective
that the investments and acquisitions by BBX Capital Partners will diversify our
overall company risk profile and contribute more consistent cash flows and
earnings over time.
Since the sale of BankAtlantic, we:
-- Generated approximately $270 million in cash by the sale of or loan
repayments from the retained legacy portfolio;
-- Reduced the outstanding BB&T obligation from its original $285 million
to $68.5 million, more than five years ahead of schedule;
-- Purchased an indirect 46% interest in Bluegreen Corporation, in
connection with taking this previously NYSE listed company private (BFC
continues to retain a 54% indirect interest in Bluegreen). Bluegreen's
revenue during 2013 was approximately $519 million;
-- Ended 2013 with $43 million in cash;
-- Acquired three middle market operating companies;
-- Worked on joint venture real estate developments in single family
housing, apartments, commercial retail and office; and
-- Filed applications to rezone and obtain entitlements on a number of land
parcels for future development or sale.
To date, our investments have been made with BBX Capital's funds; however, in
the future we may raise funds from third party investors.
We are very pleased and excited about our progress to date. While it will take
some time for our investments to mature and produce tangible results, we believe
that the steps we have taken and the investments we have made will produce the
long term values we are hoping to achieve. While earnings may be sporadic with
losses occurring from time to time, our goal is to produce meaningful increases
in our earnings and book value per share over time.
Forward-Looking Statement
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 (but are not limited
to) 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 our
expectations will prove to be correct or that we will be successful in achieving
long-term growth and profitability. 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 subsidiaries and assets, including the impact of 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; risk that the legacy BankAtlantic
assets retained by the Company in connection with the sale of BankAtlantic may
not be monetized at the values currently ascribed to them 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
and not all of our past activities have been described, some of which were not
successful and resulted in losses. 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, and that the Company's anticipated investments in real
estate developments, real estate joint ventures and operating businesses may not
achieve the returns anticipated or may not be profitable, including the
Company's investment in Woodbridge (through which the Company owns its interest
in Bluegreen) and its acquisition of the Hoffman's and Williams & Bennett
chocolate businesses and the acquisition of Renin Corp. The Company's
investments in real estate developments, either directly or through joint
ventures, will increase exposure to downturns in the real estate and housing
markets and expose us to risks associated with real estate development
activities, including that we may not be successful in expanding the
entitlements associated with some of our properties, and the risk that our joint
venture partners may not fulfill their obligations 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 BFC's Annual
Report on Form 10-K filed on March 17, 2014 with the SEC and available on the
SEC's website www.sec.gov. The Company's acquisition of Hoffman's and Williams &
Bennett and Renin Corp. exposes us to the risks of these businesses, which in
the case of Renin includes foreign currency exchange risk of the U.S. dollar
compared to the Canadian dollar and Great Britain Pound, as well as the risk
that the integration of any or all of these operating businesses may not be
completed effectively or on a timely basis, and that the Company may not realize
any anticipated benefits or profits from the transactions. In addition to the
risks and factors identified above, reference is also made to other risks and
factors detailed in this Annual Report on Form 10-K, including Item 1A. Risk
Factors. The Company cautions that the foregoing factors are not exclusive. The
information in this document is as of December 31, 2013 and we undertake no
responsibility to update this information as of any later date.
This Exhibit provides financial and other information regarding our assets,
including our BankAtlantic legacy portfolio of loans and foreclosed real estate,
our investment in Bluegreen, and our joint ventures and acquired operating
businesses. Please see our Annual Report on Form 10-K filed with the SEC on
March 17, 2014 for more detailed information, financial information and risks
relating to BBX Capital and its activities.
I. Legacy Assets - Loans and Real Estate
Assets transferred to BBX Capital in connection with the consummation of the
sale of BankAtlantic to BB&T Corporation (referred to as the "BB&T Transaction")
were primarily loans receivable, real estate held-for-sale and real estate
held-for-investment ("Legacy Assets"). These Legacy Assets are held by BBX
Capital in entities referred to as CAM (Capital Asset Management), BBX Partners,
and FAR (Florida Asset Resolution Group).
FAR was formed in connection with the BB&T Transaction when BankAtlantic
contributed to FAR certain performing and non-performing loans, tax certificates
and foreclosed real estate. BB&T Corporation will hold a 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 Corporation's interest in
FAR will terminate, and the Company will thereafter be entitled to any and all
residual proceeds from FAR. At December 31, 2013, BB&T Corporation's preference
amount had been reduced to $68.5 million.
A. CAM and BBX Partners Loans
The composition of CAM and BBX Partners legacy loans was (in thousands):
As of December 31, 2013 As of December 31, 2012
-------------------------- --------------------------
Unpaid Unpaid
Loans held-for- Principal Carrying Principal Carrying
investment: Number Balance Amount Number Balance Amount
------- --------- -------- ------- --------- --------
Loans receivable:
Commercial non-real
estate:
Accruing - $ - $ - 1 $ 27 $ 27
Non-accruing (1) 3 5,107 3,331 3 3,922 3,362
Commercial real
estate:
Residential
Accruing - - - - - -
Non-accruing 2 14,163 4,770 6 56,695 30,325
Other
Accruing 1 2,152 2,152 1 2,193 2,191
Non-accruing 2 12,914 6,756 5 23,475 15,459
------- --------- -------- ------- --------- --------
Total loans held-for-
investment 8 $ 34,336 $ 17,009 16 $ 86,312 $ 51,364
======= ========= ======== ======= ========= ========
Loans held-for-sale:
Commercial real
estate
Accruing - $ - $ - - $ - $ -
Non-accruing - - - 4 25,876 4,696
------- --------- -------- ------- --------- --------
Total loans held-for-
sale - $ - $ - 4 $ 25,876 $ 4,696
======= ========= ======== ======= ========= ========
1. A loan was modified during 2013 to include two previously charged-off
loans to the same borrower in the unpaid principal balance.
B. CAM and BBX Partners Real Estate
CAM and BBX Partners obtained its real estate primarily through foreclosures,
settlements or deeds in lieu of foreclosure.
The composition of CAM and BBX Partners real estate was (in thousands):
As of December 31, As of December 31,
2013 2012
------------------- -------------------
Carrying Carrying
Number Amount Number Amount
--------- --------- --------- ---------
Real estate held-for-investment:
Land 13 $ 74,759 9 $ 36,141
Rental properties 2 15,705 - -
Other 1 789 1 845
--------- --------- --------- ---------
Total real estate held-for-
investment 16 $ 91,253 10 $ 36,986
========= ========= ========= =========
Real estate held-for-sale:
Land 10 $ 10,307 11 $ 16,268
Rental properties - - 3 6,298
Residential single-family - - 1 252
Other - - 2 1,249
--------- --------- --------- ---------
Total real estate held-for-sale 10 $ 10,307 17 $ 24,067
========= ========= ========= =========
C. FAR Loans
The composition of FAR's legacy loans was (in thousands):
As of December 31, 2013 As of December 31, 2012
--------------------------- ---------------------------
Unpaid Unpaid
Loans held-for- Principal Carrying Principal Carrying
investment: Number Balance Amount Number Balance Amount
-------- --------- -------- -------- --------- --------
Loans receivable:
Commercial non-real
estate:
Accruing - $ - $ - 2 $ 8,617 $ 8,617
Non-accruing - - - - - -
Commercial real
estate:
Residential
Accruing 1 997 997 2 1,587 1,587
Non-accruing 2 6,365 6,365 10 62,644 30,612
Other
Accruing 6 14,248 14,248 16 70,318 70,318
Non-accruing 8 45,743 27,649 14 99,614 63,555
Consumer
Accruing 62 5,646 5,646 94 9,048 9,048
Non-accruing 43 5,846 2,972 89 12,310 7,859
Residential:
Accruing - - - 59 12,578 10,175
Non-accruing 2 189 53 302 72,839 44,622
-------- --------- -------- -------- --------- --------
Total loans held-
for-investment 124 $ 79,034 $ 57,930 588 $ 349,555 $246,393
======== ========= ======== ======== ========= ========
Loans held-for-sale:
Commercial real
estate
Accruing - $ - $ - - $ - $ -
Non-accruing - - - 2 1,937 1,269
Consumer
Accruing 15 2,044 1,494 - - -
Non-accruing 31 4,135 2,682 - - -
Residential
Accruing 34 4,912 3,945 - - -
Non-accruing 255 58,603 34,278 - - -
Small business
Accruing 52 10,320 8,170 79 16,512 15,370
Non-accruing 17 4,204 3,277 18 4,389 3,413
-------- --------- -------- -------- --------- --------
Total loans held-
for-sale 404 $ 84,218 $ 53,846 99 $ 22,838 $ 20,052
======== ========= ======== ======== ========= ========
D. FAR Real Estate
The composition of FAR's foreclosed real estate was (in thousands):
As of December 31, As of December 31,
2013 2012
------------------- -------------------
Carrying Carrying
Number Amount Number Amount
--------- --------- --------- ---------
Real estate held-for-investment:
Land 3 $ 4,323 1 $ 427
Rental properties 1 11,186 - -
--------- --------- --------- ---------
Total real estate held-for-
investment 4 $ 15,509 1 $ 427
========= ========= ========= =========
Real estate held-for-sale:
Land 8 $ 7,961 3 $ 1,593
Rental properties 3 6,168 7 12,778
Residential single-family 50 6,828 89 7,199
Other 2 2,707 - -
--------- --------- --------- ---------
Total real estate held-for-sale 63 $ 23,664 99 $ 21,570
========= ========= ========= =========
II BBX Capital Real Estate Activities
Ultimately, all of our real estate activities, including the BankAtlantic legacy
loan and foreclosed real estate portfolios, will fall under the umbrella of BBX
Capital Real Estate. As previously indicated, we are liquidating some legacy
real estate while holding and managing others for capital appreciation and
development. We are also pursuing new real estate development opportunities,
unrelated to the legacy portfolios.
BBX Capital, through its wholly-owned subsidiary, BBX Capital Real Estate, is
actively engaged in real estate development activities involving real estate
obtained through foreclosure and real estate purchased from third parties,
including land entitlement activities, property renovations, negotiating sales
of a portion of the real estate, and pursuing joint venture opportunities
involving the contribution of these properties to joint ventures or potential
cash investments in joint ventures.
The following joint venture project has commenced development:
Kendall Commons
In March 2013, BBX Capital sold land acquired through a deed in lieu of
foreclosure to Altman Development ("Altman"), a third party real estate
developer, for net proceeds of $8.0 million. Altman contributed the land to a
joint venture to develop the property as a multifamily rental development of 12
3-story apartment buildings, one mixed-use building and 1 clubhouse totaling 321
apartment units, and BBX Capital then invested $1.3 million of cash in the joint
venture project as one of a number of investors. The development is currently
under construction and scheduled to begin leasing during the third quarter of
2014. BBX Capital is entitled to receive 13% of the joint venture distributions
until a 15% internal rate of return has been attained and then BBX Capital will
be entitled to receive 9.75% of any joint venture distributions thereafter.
The following are development projects currently in the planning stages for real
estate held-for-investment included in the CAM and BBX Partners Real Estate
table in Section I.B of this exhibit.
(1) Gardens at Millenia
Gardens at Millenia consists of 37 acres of land located in the commercial
center of Orlando Florida with a carrying value of $11.2 million as of December
31, 2013. This site is currently in the planning process and the final size and
density of the project is subject to governmental approvals and other
conditions.
The proposed plans for 26 acres of this site include a 300,000 square foot
retail shopping center with multiple big-box and in-line tenants as well as 4
outparcel retail pads. BBX Capital is currently in discussions with a potential
joint venture partner to develop a portion of the 26 acre parcel. Current plans
for the remaining 11 acres of this site include 9 buildings of rental apartments
totaling approximately 280 units, a clubhouse, lakeside pavilion, lakeside
running trail, and a dog park. BBX Capital is in discussions with a potential
joint venture partner to develop the 11 acre parcel.
(2) Hialeah Communities
Hialeah Communities consists of 114 acres of land located in Hialeah, Florida
with a carrying value of $30.7 million as of December 31, 2013. This site is
currently in the final stages of master planning to divide the property into
three parcels and remains subject to receipt of governmental approvals. The
anticipated plans for the three parcels include the following:
A 50 acre parcel is currently planned to include approximately 340 single-family
homes, a clubhouse, park, and lake. We anticipate partnering with a third party
developer to develop this parcel.
We currently plan to seek entitlements on another 50 acre parcel to include
approximately 400 single-family homes. We currently plan to sell this parcel to
a third party developer.
Current plans for the remaining 14 acre parcel include 14 multifamily buildings
totaling approximately 310 rental apartment units, a clubhouse, pool, and park.
We currently plan to partner with a third party developer to develop this
parcel.
(3) North Flagler
BBX Capital entered into a joint venture with JRG USA pursuant to which JRG USA
has assigned a contract to purchase for $10.8 million a 4.5 acre parcel
overlooking the Intracoastal Waterway in West Palm Beach Florida and BBX Capital
invested $0.5 million of cash. The joint venture is seeking to expand land
entitlements and is currently working to amend the current zoning designation
and increase the parcel's unit density and height restrictions with a view to
increasing the value of the parcel. BBX is entitled to receive 80% of any joint
venture distributions until it recovers its capital investment and then will be
entitled to receive 70% of any joint venture distributions thereafter. The
entitlement process is estimated to be concluded in 2015.
BBX Capital also owns a 2.7 acre parcel located adjacent to the 4.5 acre parcel
which is the subject of the contract held by the JRG USA joint venture. The 2.7
acre parcel was acquired by BBX Capital through foreclosure and had a carrying
value of $3.6 million as of December 31, 2013. We believe that the value of this
parcel will increase if the land entitlement changes on the 4.5 acre parcel
proposed by the joint venture are approved by the municipality.
(4) PGA
PGA is a mixed use property located in the city of Palm Beach Gardens, Florida
consisting of rental properties and land with carrying values of $15.7 million
and $3.6 million, respectively, as of December 31, 2013. We believe this
property presents a variety of development opportunities, including the
following development opportunities, some of which are currently in the planning
stages and subject to receipt of government approvals.
Retail/Office -- A commercial property with three existing buildings consisting
of 145,000 square feet of mainly furniture retail space which was purchased by
BBX Capital in December 2013 for $6.1 million. The property was substantially
vacant at the date of acquisition. Subsequent to the acquisition of the
property, BBX entered into a joint venture with Stiles Development who acquired
a 60% interest in the joint venture for $2.9 million in cash. BBX Capital
contributed the property, excluding certain residential development entitlements
with an estimated value of $1.2 million, to the joint venture in exchange for
$2.9 million in cash and the remaining 40% interest in the joint venture. BBX
Capital transferred the retained residential development entitlements to
adjacent parcels owned by it in this PGA mixed use property. The joint venture
intends to seek governmental approvals to change the use of a portion of the
property from retail to office and subsequently sell or lease the property.
Office -- This mixed use property includes a 33,000 square foot commercial
leased office building that is currently 56% occupied with an attached 428 space
parking garage. BBX Capital is currently seeking governmental approvals for a
140 room limited-service suite hotel, 5,000 square foot freestanding restaurant
and a 50,000 square foot office building on a vacant tract of land adjacent to
this office building. We anticipate partnering with a third party developer for
all or a portion of these components of the project.
Multi-family -- Current plans for this 7-acre multifamily parcel include
approximately 300 apartment units, a clubhouse and spa, and lakeside pavilion.
We anticipate partnering with a third party developer to develop this parcel.
(5) Village at Victoria Park
Village at Victoria Park consists of 2 acres of vacant land located near
downtown Fort Lauderdale, Florida with a carrying value of $0.9 million as of
December 31, 2013. BBX Capital has entered into a joint venture agreement with
New Urban Communities to develop the project as 30 single-family homes. The
project is a 50% joint venture, with New Urban Communities serving as the
developer and manager. New Urban Communities and BBX Capital intend to each
contribute $750,000 to the joint venture as an initial capital contribution. The
joint venture is currently in negotiations with financial institutions to obtain
financing to purchase the 2 acres of land from BBX Capital for $3.6 million. The
sales proceeds to be received by BBX Capital from the joint venture are
anticipated to consist of $2.0 million in cash and a $1.6 million promissory
note secured by a junior lien on the parcel. The project is currently scheduled
to commence construction and sales in the 2nd quarter of 2014. Closings are
projected to begin by the third quarter of 2015.
III BBX Capital Partners -- Investment and Acquisitions
Our goal is to diversify our platform so that a meaningful percentage of our
assets and income will be derived from operating businesses. It is our objective
that the investments and acquisitions by BBX Capital Partners will diversify our
overall company risk profile and contribute more consistent cash flows and
earnings over time.
Investment in Bluegreen
On April 2, 2013, BBX Capital acquired a 46% interest in Woodbridge Holdings,
LLC ("Woodbridge"). BFC Financial Corporation owns the remaining 54% of
Woodbridge. Woodbridge's principal asset is its 100% ownership of Bluegreen
Corporation ("Bluegreen"). Bluegreen is a sales, marketing and management
company focused on the vacation ownership industry. Bluegreen markets, sells and
manages vacation ownership interests ("VOIs") in resorts, which are generally
located in popular, high-volume, "drive-to" vacation destinations, and were
either developed or acquired by Bluegreen or developed and owned by others, in
which case Bluegreen earns fees for providing these services.
Bluegreen operates today with more than 60 owned or managed resorts, 225,000
owners of VOIs and 4,700 employees. In 2013, Bluegreen paid cash dividends of
$47.0 million to Woodbridge and Woodbridge in turn, after expenses, paid $44.3
million of cash dividends in 2013 to BBX Capital (46%) and BFC Financial (54%).
The condensed Statement of Financial Condition of Woodbridge, including
Bluegreen, as of December 31, 2013 is as follows (in thousands):
December 31,
2013
------------
Assets
Cash and restricted cash $ 224,104
Notes receivable, net 467,319
Inventory of real estate 204,256
Intangible assets 64,142
Other assets 126,494
------------
Total assets $ 1,086,315
============
Liabilities and Equity
Accounts payable, accrued liabilities and other $ 193,682
Notes payable 537,500
Junior subordinated debentures 147,431
------------
Total liabilities 878,613
------------
Total Woodbridge members' equity 169,981
Noncontrolling interest 37,721
------------
Total equity 207,702
------------
Total liabilities and equity $ 1,086,315
============
The condensed Statement of operations of Woodbridge, including Bluegreen, from
the date of BBX Capital's investment (April 2, 2013) through December 31, 2013
is as follows (in thousands):
From
Inception (April 2,
2013) through
December 31, 2013
----------------------
Total revenues $ 399,708
Total costs and expenses 341,938
Other income 209
----------------------
Income from continuing operations before taxes 57,979
Provision for income taxes (18,409)
----------------------
Income from continuing operations 39,570
Discontinued operations:
(Loss) income from discontinued operations, net of
tax (332)
----------------------
Net income 39,238
Net income attributable to noncontrolling interest (9,974)
----------------------
Net income attributable to Woodbridge $ 29,264
======================
Acquisitions of operating businesses
Renin Corp. Acquisition
In October 2013, Renin Holdings, LLC ("Renin"), a newly formed joint venture
entity owned 81% by BBX Capital and 19% be BFC Financial Corporation, acquired
substantially all of the assets and certain liabilities of Renin Corp. Renin is
a manufacturer of interior and closet doors, wall décor, associated systems and
hardware and fabricated glass products through a portfolio of brand name and
private label offerings including Erias, DSH, Acme, KingStar, TRUporte, Ramtrack
and JJ Home Products. With facilities in Canada, the U.S. and the U.K., Renin
services its broad distribution channels including big box building and home
improvement supply retailers, home centers, distributors, other building supply
manufacturers, volume builders and specialty retailers throughout North America
and other markets, including the U.K. Renin Corp. invented the mirror closet
door 50 years ago and has been supplying innovative and quality products around
the world ever since. Renin's business had revenues of approximately $65.6
million during the year ended December 31, 2013.
Chocolate and Confections Business Acquisitions
In December 2013, BBX Sweet Holdings, a wholly-owned subsidiary of BBX Capital,
acquired the Hoffman's Chocolates business and in January 2014 it acquired
Williams & Bennett. A description of these businesses follows:
A. Hoffman's Chocolates
Headquartered in Lake Worth, Florida, Hoffman's Chocolates is a manufacturer of
gourmet chocolates, with several retail locations throughout South Florida. Each
of Hoffman's confections is hand made. Its product line includes over 70
varieties of confections, which are available via its retail and online
distribution channels, direct shipping throughout the U.S., and at retail
locations nationwide. In addition to Kosher O-U chocolates, Boca Bons and Good
Fortune cookies, notable Hoffman's confections include the "Snoodle," Pecan
Carmel "Jitterbugs," the Hoffman's Holiday Wonderland, and products such as gift
baskets and chocolate covered pretzels. Established in 1975, Hoffman's had
revenues of approximately $4.3 million for the year ended December 31, 2013.
B. Williams & Bennett
Headquartered in Boynton Beach, Florida, Williams & Bennett sells chocolate
products and confections through distribution channels serving boutique
retailers, big box chains, department stores, national resort properties,
corporate customers, and private label brands. Since 1992, Williams & Bennett
has developed a reputation of branded chocolate drenched products including
Belgian chocolate drenched Oreo Cookies, Bavarian pretzels, Nutter Butter
Cookies, Marshmallows, Graham Crackers and other confectionary products.
Williams & Bennett offers these chocolate creations in distinctive collectable
packaging for all occasions. Williams & Bennett had revenues of approximately
$4.8 million for the year ended December 31, 2013.
About BBX Capital Corporation:
BBX Capital, a New York Stock Exchange listed company (NYSE: BBX), is involved
in the acquisition, ownership and management of, and joint ventures and
investments in real estate and real estate development projects as well as
investments and management of middle market operating businesses. In addition,
BBX Capital and its holding company, BFC Financial Corporation, have a 46% and
54% respective interest in Bluegreen Corporation; a vacation ownership company
with more than 60 owned or managed resorts, 225,000 owners and 5,000 employees.
As of December 31, 2013, BBX Capital had consolidated total assets of $431.1
million, shareholders' equity of $302.4 million, and its book value per share
was $19.00. For more information, visit www.BBXCapital.com
About BFC Financial Corporation:
BFC (OTCQB: BFCF) is a holding company whose principal holdings include
controlling interests in BBX Capital Corporation (NYSE: BBX) and Bluegreen
Corporation.
As of December 31, 2013, BFC had total consolidated assets of approximately $1.4
billion, shareholders' equity attributable to BFC of approximately $239.4
million, and total consolidated equity of approximately $422.4 million. For more
information, visit www.BFCFinancial.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
For further information, please visit our family of companies:
BBX Capital
www.BBXCapital.com
Bluegreen Corp.
www.BluegreenVacations.com
Renin Corp.
www.ReninCorp.com
Hoffman's Chocolates
www.Hoffmans.com
www.BocaBons.com
www.GoodFortunes.com
Williams & Bennett:
www.WilliamsandBennett.com
BFC Financial Corp.:
www.BFCFinancial.com
BBX Capital Contact Info:
Investor Relations
Leo Hinkley
Managing Director
Investor Relations Officer
954-940-5300
Email: InvestorRelations@BBXCapital.com
Media contact:
Caren Berg
Boardroom Communications
(954) 370-8999
Email: cberg@boardroompr.com
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