BFC Financial Corporation Reports Financial Results for the First
Quarter, 2014
FORT LAUDERDALE,
FL--(Marketwired - May 13, 2014) - BFC
Financial Corporation ("BFC" or the "Company") (OTCQB: BFCF) (OTCQB: BFCFB) reported
financial results for the quarter ended March 31, 2014.
BFC reported net income attributable to BFC of $3.1 million, or
$0.04 per diluted share, for the quarter ended March 31, 2014,
compared to a net loss attributable to BFC of $(2.6) million, or
$(0.03) per diluted share, for the quarter ended March 31,
2013.
As of March 31, 2014, BFC had total consolidated assets of $1.4
billion, shareholders' equity of $243.1 million, and its book value
per share was $3.09.
BFC's Chairman and CEO, Mr. Alan B. Levan, commented, "We are
pleased with the efforts and results at BFC and our principal
holdings, which include our 52% ownership interest in BBX Capital
Corporation and our interest in Bluegreen Corporation. Bluegreen is
a wholly owned subsidiary of Woodbridge Holdings, LLC, which is
owned 54% by BFC and 46% by BBX Capital. Bluegreen had a
strong quarter and made great strides in its "capital-light"
business strategy. BBX Capital had a solid quarter and
experienced positive directional growth in both its BBX Capital
Partners and BBX Capital real estate divisions. In all, we are
excited about their advancements and accomplishments during the
period."
Net income (loss) attributable to BFC is defined as net income
(loss) after non-controlling interests. Under generally
accepted accounting principles, the financial statements of the
companies in which BFC holds a controlling interest, including BBX
Capital Corporation ("BBX Capital") (NYSE:
BBX) and Bluegreen Corporation ("Bluegreen"), are
consolidated in the Company's financial statements.
Overview
and Highlights:
BFC Selected Financial Data (Consolidated) First
Quarter, 2014 Compared to First Quarter, 2013
- Total revenues of $150.7 million vs. $122.7 million
- Net income of $3.1 million vs. a net loss of $(2.6)
million
- Diluted earnings per share of $0.04 vs. $(0.03)
- Assets were $1.4 billion at March 31, 2014 and December 31,
2013
The following selected information relates to the operating
activities of BFC's significant subsidiary, Bluegreen
Corporation. See supplemental tables for consolidating income
statements for the three month periods ended March 31, 2014 and
2013.
Bluegreen
Corporation
The following is a discussion of the operations of Bluegreen for
the quarter ended March 31, 2014 as compared to the same quarter in
2013. Bluegreen is a sales, marketing and management company
focused on the vacation ownership industry.
Q1 2014
Overview:
- Bluegreen's system-wide sales of vacation ownership interests
("VOIs"), which include sales of VOIs made in connection with
Bluegreen's capital-light business(1)as well as sales of VOIs made
under its traditional, or Legacy, VOI business
model, increased 21% to $109.9 million compared to $90.7
million during the same period in 2013.
- Total sales of VOIs made in connection with Bluegreen's
capital-light business model totaled $77.9 million compared to
$37.1 million during the same period in 2013. The amount of
Bluegreen's sales which are made through the capital-light business
model as compared to Bluegreen's Legacy business model will vary
based on Bluegreen's operational needs.
- Bluegreen earned income from continuing operations of $17.2
million compared to $14.9 million for the same period in 2013.
- Bluegreen's Adjusted EBITDA rose 13% to $33.8 million. See
table below for a reconciliation of Adjusted EBITDA to income from
continuing operations.
- Bluegreen generated "free cash flow" (cash flow from operating
activities less capital expenditures) of $10.9 million compared to
$9.8 million during the same period in 2013.
- Unrestricted cash and cash equivalents at March 31, 2014 of
$135.0 million.
- Bluegreen paid dividends of $14.5 million to Woodbridge
during the quarter ended March 31, 2014.
(1) Bluegreen's sales of VOIs under its capital-light
business model includes sales of VOIs under fee-based sales and
marketing arrangements, just-in-time inventory acquisition
arrangements, and secondary market arrangements.
Mr. John M. Maloney Jr., President and CEO of Bluegreen,
commented, "We are proud of our first quarter results, including
the growth in system-wide sales of VOIs. We believe that this
growth was fueled by increases in sales tours and sale-to-tour
conversion ratios. We also continued to successfully implement
our capital-light business model, with growth in all of its
components:
- Sales of third-party VOI inventory under commission
arrangements totaled $42.1 million and $29.4 million during Q12014
and Q12013, respectively, and generated sales and marketing
commissions of $27.1 million and $18.9 million, respectively.
- Sales of inventory under Just-In-Time arrangements, which
commenced during 2013, totaled $16.8 million during Q1 2014
compared to $1.9 million in the same period in 2013.
- Sales of inventory under Secondary Market arrangements totaled
$19.0 million during the first quarter of 2014 compared to $5.9
million in the same period in 2013.
- Other fee-based revenue rose 14% to $22.0 million in Q1
2014. As of March 31, 2014, Bluegreen managed 47 timeshare
resort properties compared to 44 as of March 31, 2013.
System-wide sales of VOIs, net were $109.9 million and $90.7
million during the three months ended March 31, 2014 and 2013,
respectively. The growth in system-wide sales of VOIs, net during
the 2014 period reflects a 7% increase in the number of tours and a
4% increase in the sale-to-tour conversion ratio. The increase in
the number of tours reflects efforts to expand marketing to sales
prospects through new marketing initiatives and increased sales to
existing owners, which comprised 59% of sales in Q1 2014.
Additionally, during the first quarter of 2014, Bluegreen's
sale-to-tour conversion ratio was 18.5% compared to 17.8% during
the same period in 2013.
During the three months ended March 31, 2014 and 2013, cost of
VOIs sold was $7.0 million and $6.6 million, respectively, and
represented 12% and 11%, respectively, of sales of VOIs. Compared
to the cost of Bluegreen's Legacy VOI inventory, VOIs acquired
through Just-In-Time arrangements typically have a relatively
higher associated product cost while those acquired in connection
with Secondary Market arrangements typically have a lower product
cost, as Secondary Market inventory is generally obtained from
resort property owners associations selling the VOIs to Bluegreen
at a significant discount. The effect of changes in estimates under
the relative sales value method, including estimates of project
sales, future defaults, upgrades and incremental revenue from the
resale of repossessed VOI inventory, are reflected on a
retrospective basis during the period in which the change occurs.
Therefore, cost of sales will typically be favorably impacted in
periods where a significant amount of Secondary Market VOI
inventory is acquired and the resulting change in estimate is
recognized.
As a percentage of system-wide sales, net, selling and marketing
expenses decreased from 50% to 48%. The decrease in selling and
marketing expenses as a percentage of system-wide sales, net during
the 2014 period compared to the same period in 2013 was a result of
the higher conversion rate described above, as well as a slightly
higher percentage of sales to existing owners (58.8% and 58.3%
during the three month periods ended March 31, 2014 and 2013,
respectively). Bluegreen currently expects to continue to focus on
increasing its marketing efforts to new customers as opposed to
existing owners and, as a result, sales and marketing expenses as a
percentage of sales may increase.
NET INTEREST
SPREAD: Net interest spread is the excess of interest income
over interest expense. Net interest spread decreased by 8% during
the three months ended March 31, 2014 as compared to the same
period of 2013. Net interest spread during the 2014 period
reflected increased interest expense as a result of higher average
outstanding debt balances primarily related to the $75 million of
notes payable issued by Bluegreen on March 26, 2013, partially
offset by lower costs of borrowing under Bluegreen's other
debt.
BLUEGREEN RESORTS
SEGMENT: The following table provides supplemental financial
information for the three months ended March 31, 2014 and 2013 (in
thousands):
|
|
|
|
|
| |
|
For the Three Months Ended March 31, |
|
| |
|
2014 |
|
|
2013 |
|
| |
|
Amount |
|
|
% of System-wide sales of VOIs, net(5) |
|
|
Amount |
|
|
% of System-wide sales of VOIs, net(5) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Legacy VOI sales (1) |
|
$ |
32,005 |
|
|
29 |
% |
|
53,571 |
|
|
59 |
% |
| VOI sales-secondary market |
|
|
18,953 |
|
|
17 |
% |
|
5,883 |
|
|
6 |
% |
| Sales of third-parry VOIs-commission basis |
|
|
42,092 |
|
|
38 |
% |
|
29,394 |
|
|
32 |
% |
| Sales of third-party VOIs-just-in-time basis |
|
|
16,815 |
|
|
15 |
% |
|
1,862 |
|
|
2 |
% |
| System-wide sales of VOIs, net |
|
|
109,865 |
|
|
100 |
% |
|
90,710 |
|
|
100 |
% |
| Less:Sales of third-party VOIs-commission basis |
|
|
(42,092 |
) |
|
-38 |
% |
|
(29,394 |
) |
|
-32 |
% |
| Gross sales of VOIs |
|
|
67,773 |
|
|
62 |
% |
|
61,316 |
|
|
68 |
% |
| Estimated uncollectible VOI notes receivable (2) |
|
|
(7,529 |
) |
|
-11 |
% |
|
(4,032 |
) |
|
-7 |
% |
| Sales of VOIs |
|
|
60,244 |
|
|
55 |
% |
|
57,284 |
|
|
63 |
% |
| Cost of VOIs sold (3) |
|
|
(7,048 |
) |
|
-12 |
% |
|
(6,561 |
) |
|
-11 |
% |
| Gross profit (3) |
|
|
53,196 |
|
|
88 |
% |
|
50,723 |
|
|
89 |
% |
| Fee-based sales commission revenue (4) |
|
|
27,115 |
|
|
64 |
% |
|
18,865 |
|
|
64 |
% |
| Other fee-based services revenue |
|
|
21,925 |
|
|
20 |
% |
|
19,285 |
|
|
21 |
% |
| Cost of other fee-based services |
|
|
(11,234 |
) |
|
-10 |
% |
|
(10,280 |
) |
|
-11 |
% |
| Net carrying cost of VOI inventory |
|
|
(1,989 |
) |
|
-2 |
% |
|
(2,250 |
) |
|
-2 |
% |
| Selling and marketing expenses |
|
|
(52,887 |
) |
|
-48 |
% |
|
(45,233 |
) |
|
-50 |
% |
| General and administrative expenses |
|
|
(19,918 |
) |
|
-18 |
% |
|
(19,382 |
) |
|
-21 |
% |
| Net interest spread |
|
|
9,586 |
|
|
9 |
% |
|
10,407 |
|
|
11 |
% |
| Operating profit |
|
$ |
25,794 |
|
|
23 |
% |
|
22,135 |
|
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Legacy VOI sales represent sales of Bluegreen-owned VOIs
acquired or developed under Bluegreen's traditional VOI business.
Legacy VOI sales do not include Secondary Market, Commission Basis,
or Just-In-Time VOI sales under Bluegreen's capital-light business
strategy. (2) Percentages for estimated uncollectible VOI notes
receivable are calculated as a percentage of gross sales of VOIs
(and not of system-wide sales of VOIs, net). (3) Percentages for
cost of VOIs sold and gross profit are calculated as a percentage
of sales of VOIs (and not of system-wide sales of VOIs, net). (4)
Percentages for Fee-based sales commission revenue are calculated
based on sales of third-party VOIs-commission basis (and not of
system-wide sales of VOIs, net). (5) Unless otherwise
indicated.
| |
| Bluegreen Balance Sheet
Highlights (in thousands): |
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
|
|
2014 |
|
2013 |
|
|
|
|
|
|
|
| Cash and
cash equivalents |
|
$ |
134,957 |
|
158,096 |
| Notes
receivable, net |
|
|
442,906 |
|
455,569 |
| Lines-of
credit and notes |
|
|
89,464 |
|
93,940 |
|
Receivable-backed notes payable |
|
|
429,482 |
|
443,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents Bluegreen's Adjusted EBITDA,
defined below, for the three months ended March 31, 2014 and
2013, as well as a reconciliation of Adjusted EBITDA to Income from
continuing operations (in thousands):
| |
|
|
|
| |
|
For the Three Months Ended |
|
| |
|
March 31, 2014 |
|
|
March 31, 2013 |
|
| Income from continuing operations-Woodbridge |
|
$ |
16,530 |
|
|
13,652 |
|
| Loss from Woodbridge other activities |
|
|
(632 |
) |
|
(1,200 |
) |
| Income from continuing operations, Bluegreen |
|
|
17,162 |
|
|
14,852 |
|
| |
Add/(Less): |
|
|
|
|
|
|
|
| |
Long-term executive compensation |
|
|
1,105 |
|
|
3,056 |
|
| |
Interest income (other than interest earned on VOI
notes receivable) |
|
|
(290 |
) |
|
(100 |
) |
| |
Interest expense |
|
|
11,050 |
|
|
10,104 |
|
| |
Interest expense on Receivable-Backed Debt |
|
|
(6,124 |
) |
|
(7,158 |
) |
| |
Provision for Income Taxes |
|
|
9,145 |
|
|
7,577 |
|
| |
Franchise Taxes |
|
|
44 |
|
|
52 |
|
| |
Depreciation and Amortization |
|
|
1,708 |
|
|
1,618 |
|
| Adjusted EBITDA |
|
|
3,800 |
|
|
30,001 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Adjusted EBITDA is defined as earnings, or income from
continuing operations, before taking into account long-term
executive compensation, interest income (excluding interest earned
on VOI notes receivable), interest expense (excluding interest
expense incurred on financings related to Bluegreen's
receivable-backed notes payable), provision for income taxes and
franchise taxes, depreciation and amortization. For purposes of the
Adjusted EBITDA calculation, no adjustments were made for interest
income earned on Bluegreen's VOI notes receivable or the interest
expense incurred on debt that is secured by such notes receivable
because they are both considered to be part of the operations of
Bluegreen's business.
We consider Bluegreen's Adjusted EBITDA to be an indicator of
its operating performance, and it is used to measure Bluegreen's
ability to service debt, fund capital expenditures and expand its
business. Adjusted EBITDA is also used by companies, lenders,
investors and others because it excludes certain items that can
vary widely across different industries or among companies within
the same industry. For example, interest expense can be dependent
on a company's capital structure, debt levels and credit ratings.
Accordingly, the impact of interest expense on earnings can vary
significantly among companies. The tax positions of companies can
also vary because of their differing abilities to take advantage of
tax benefits and because of the tax policies of the jurisdictions
in which they operate. As a result, effective tax rates and
provision for income taxes can vary considerably among companies.
Adjusted EBITDA also excludes depreciation and amortization because
companies utilize productive assets of different ages and use
different methods of both acquiring and depreciating productive
assets. These differences can result in considerable variability in
the relative costs of productive assets and the depreciation and
amortization expense among companies.
As previously described, BFC's principal holdings include a
52% ownership interest in BBX Capital Corporation. Additional
information regarding BBX Capital can be found in BBX Capital's
earnings press release for the first quarter of 2014 which was
filed on May 13, 2014 and is attached hereto, and in its Annual
Report on Form 10-K for the year ended December 31, 2013 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2014,
which are available to view on the SEC's website, www.sec.gov, or
on BBX Capital's website, www.BBXCapital.com.
More complete and detailed information relating to
BFC and its financial results is available in the Company's Annual
Report on Form 10-K for the year ended December 31, 2013, and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2014,
and is available to view on the SEC's website, www.sec.gov, or on
BFC's website, www.BFCFinancial.com.
About BFC Financial
Corporation : BFC (OTCQB:
BFCF) (OTCQB: BFCFB) is a holding company whose
principal holdings include a 52% ownership interest in BBX Capital
Corporation (NYSE: BBX) and its
indirect ownership interest in Bluegreen Corporation. BFC owns
a 54% equity interest in Woodbridge, the parent company of
Bluegreen. BBX Capital owns the remaining 46% equity interest in
Woodbridge. Bluegreen manages, markets and sells the Bluegreen
Vacation Club, a flexible, points-based, deeded vacation ownership
plan with more than 180,000 owners, over 60 owned or managed
resorts, and access to more than 4,000 resorts worldwide. BBX
Capital, a New York Stock Exchange listed company, 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. As described above, BBX Capital also has a 46%
equity interest in Bluegreen. As of March 31, 2014, BFC had
total consolidated assets of approximately $1.4 billion,
shareholders' equity attributable to BFC of approximately $243.1
million, and total consolidated equity of approximately $430.2
million. For more information, visit
www.BFCFinancial.com.
For further information,
please visit our family of companies: BFC Financial:
www.BFCFinancial.com Bluegreen Corp.: www.BluegreenVacations.com
BBX Capital: www.BBXCapital.comRenin Corp.:
www.ReninCorp.comHoffman's Chocolates: www.Hoffmans.com,
www.BocaBons.com, and www.GoodFortunes.comWilliams & Bennett:
www.WilliamsandBennett.comRoboVault: www.RoboVault.com
This press release contains forward-looking statements based
largely on current expectations of BFC 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 can be
identified by the use of words or phrases such as "plans,"
"believes," "will," "expects," "anticipates," "intends,"
"estimates," "our view," "we see," "would" and words and phrases of
similar import. The forward looking statements in this document are
also forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and involve substantial risks and
uncertainties. We can give no assurance that such expectations will
prove to have been correct. Actual results, performance, or
achievements could differ materially from those contemplated,
expressed, or implied by the forward-looking statements contained
herein. These forward-looking statements are based largely on our
expectations and are subject to a number of risks and uncertainties
that are subject to change based on factors which are, in many
instances, beyond our control. When considering forward-looking
statements, the reader should keep in mind the risks, uncertainties
and other cautionary statements made herein. The reader should
not place undue reliance on any forward-looking statement, which
speaks only as of the date made. This press release also
contains information regarding the past performance of investments
and operations, and the reader should note that prior or current
performance is not a guarantee or indication of future performance.
In addition, some factors which may affect the accuracy of the
forward-looking statements apply generally to the industries in
which our subsidiaries operate, including the resort development
and vacation ownership industries in which Bluegreen operates, and
the investment, development, and asset management and real
estate-related industries in which BBX Capital operates, while
other factors apply more specifically to BFC, including, but not
limited to, the following:
- BFC has limited sources of cash which may present
risks to its ongoing operations;
- risks associated with BFC's current business strategy,
including the risk that BFC will not be in a position to
provide strategic support to its affiliated entities or that
such support will not achieve the anticipated benefits, and
the risk that BFC will not be in a position to make new
investments or that any investments made, including
BFC's investment in Renin Holdings, LLC, will not prove to be
advantageous;
- the risks and uncertainties affecting BFC and its
subsidiaries, and their respective results, operations,
markets, products, services and business strategies, including
with respect to BBX Capital, risks associated with its ability
to successfully implement its currently anticipated plans and
uncertainties regarding BBX Capital's ability to generate
earnings under its new business strategy;
- the risk that creditors of BFC's subsidiaries or other
third parties may seek to recover from the
subsidiaries' respective parent companies, including BFC,
distributions or dividends made by such subsidiaries or other
amounts owed by such subsidiaries to such creditors or third
parties;
- BFC's shareholders' interests will be diluted if
additional shares of BFC's common stock are issued, and
BFC's investments in its subsidiaries may be diluted if such
subsidiaries issue additional shares of stock to the public or
persons other than BFC;
- adverse conditions in the stock market, the public
debt market and other capital markets and the impact of
such conditions on the activities of BFC and its
subsidiaries;
- the impact of the economy on BFC, the price
and liquidity of BFC's common stock and BFC's ability to
obtain additional capital, including the risk that if BFC
needs or otherwise believes it is advisable to issue debt or
equity securities to fund its operations, it may not be
possible to issue any such securities on favorable terms, if
at all;
- the performance of entities in which BFC has made
investments may not be profitable or their results as
anticipated;
- BFC is dependent upon dividends from its subsidiaries
to fund its operations; BFC's subsidiaries may not be in
a position to pay dividends or otherwise make a determination
to pay dividends to its shareholders, dividend payments may be
subject to certain restrictions, including restrictions
contained in debt instruments; any payment of dividends by a
subsidiary of BFC is subject to declaration by such
subsidiary's board of directors or managers (which, in the case
of BBX Capital, is currently comprised of a majority of
independent directors under the listing standards of the NYSE)
as well as the boards of directors of both BBX Capital and BFC
in the case of dividend payments by Woodbridge; and dividend
decisions may not be made in BFC's interests;
- risks relating to Woodbridge's April 2013 acquisition
of Bluegreen, as well as the significant costs incurred
in connection with the transaction, including with respect to
the shareholder class action lawsuits relating to the
transaction;
- the uncertainty regarding, and the impact on BFC's
cash position of, the amount of cash that will be required to
be paid to former shareholders of Woodbridge Holdings
Corporation ("WHC") who exercised appraisal rights in
connection with the 2009 merger between BFC and WHC, including
the legal and other professional fees and other costs and
expenses of such proceedings;
- the preparation of financial statements in accordance
with GAAP involves making estimates, judgments and
assumptions, and any changes in estimates, judgments and
assumptions used could have a material adverse impact on the
financial condition and operating results of BFC or its
subsidiaries;
- risks related to litigation and other
legal proceedings involving BFC and its subsidiaries,
including (i) the legal and other professional fees and other
costs and expenses of such proceedings, as well as the impact
of any finding of liability or damages on the financial
condition and operating results of BFC or its subsidiaries and
(ii) with respect to the pending action brought by the SEC
against BBX Capital and its Chairman, who also serves as BFC's
Chairman, reputational risks and risks relating to the
potential loss of the services of BFC's Chairman;
- the risk and uncertainties described below with
respect to BBX Capital and Bluegreen; and
- BFC's success at managing the risks involved in the
foregoing.
With respect to Bluegreen, the risks and uncertainties
include, but are not limited to:
- the overall state of the economy, interest rates and
the availability of financing may affect Bluegreen's ability
to market VOIs;
- the risks related to Bluegreen's notes receivable and
loans, including that Bluegreen would incur substantial losses
and its liquidity position could be adversely impacted if
Bluegreen experiences a significant number of defaults and, if
actual default trends differ from Bluegreen's expectations,
Bluegreen may be required to further increase its allowance
for loan losses and record impairment charges, which may be
material, in connection with any such increase;
- the risk that, if financing is required, Bluegreen may
not be able to draw down on, or renew or extend,
existing credit facilities or successfully securitize
additional VOI notes receivable and/or obtain
receivable-backed credit facilities on favorable terms, or at
all;
- while Bluegreen has attempted to restructure its
business to reduce its need for and reliance on financing
for liquidity in the short term, there is no assurance that
such restructuring will be successful or that Bluegreen's
business and profitability will not otherwise continue to
depend on its ability to obtain financing, which may not be
available on favorable terms, or at all, and Bluegreen may
need to increase its capital expenditures in the
future;
- Bluegreen's future success depends on its ability to
market its products successfully and efficiently;
Bluegreen's VOI sales may be materially and adversely impacted
if it is unable to maintain or enter into new marketing
alliances and relationships. Bluegreen's marketing expenses
may continue to increase, particularly if
Bluegreen's marketing efforts focus on new customers
rather than sales to existing owners; and increased marketing
efforts and/or expenses may not result in increased
sales;
- the risk that if new customers are not sufficiently
added to Bluegreen's existing owner base, Bluegreen's
ability to continue to sell VOIs to existing owners will
diminish over time;
- loss, damage or interruption to any of the products or
services offered at Bluegreen's resorts may negatively
impact Bluegreen's operations;
- Bluegreen competes with various high profile and
well-established operators, many of which have greater liquidity
and financial resources than Bluegreen, and Bluegreen may not
be able to compete effectively;
- Bluegreen may not meet its customers' expectations as
to the quality, value and efficiency of its products
and services, and customer dissatisfaction with Bluegreen's
products and services may result in negative publicity and/or
decreased sales, or otherwise adversely impact Bluegreen's
operating results and financial condition;
- an increase in the points assigned to Bluegreen's VOI
inventory, including as a result of the acquisition of higher
cost VOIs, may cause the cost of Bluegreen's products and
services to no longer align with its customers' financial
ability, result in customer dissatisfaction relating to an
inability to use points for desired stays or otherwise
adversely impact Bluegreen and its business and
operations;
- Bluegreen may not be successful in increasing or
expanding its fee-based services relationships because of changes
in economic conditions or otherwise, and such fee-based
service activities may not be profitable, which would have an
adverse impact on its results of operations and financial
condition;
- Bluegreen's results of operations and financial
condition may be materially and adversely impacted if
Bluegreen Resorts does not continue to participate in exchange
networks or its customers are not satisfied with the networks
in which it participates;
- the resale market for VOIs could adversely affect
Bluegreen's business;
- Bluegreen is subject to the risks of the real estate
market and the risks associated with real estate
development, including the decline in real estate values and
the deterioration of other conditions relating to the real
estate market and real estate development;
- Bluegreen has a complex inventory management process,
and Bluegreen faces the risk of customer
dissatisfaction, financial loss, reputational damage, and
non-compliance with applicable legal and regulatory
requirements if it fails to manage its
inventory effectively;
- adverse outcomes in legal or other
regulatory proceedings, including assessments and claims for
development-related defects and the costs and expenses
associated with litigation, could adversely affect Bluegreen's
financial condition and operating results;
- Bluegreen may be adversely affected by federal, state
and local laws and regulations and changes in applicable laws
and regulations, including the imposition of additional taxes
on operations;
- results of audits of Bluegreen's tax returns or those
of its subsidiaries may have a material and adverse impact
on Bluegreen's financial condition;
- Bluegreen has outstanding indebtedness which may negatively
impact its available cash and its flexibility in the event
of a deterioration of economic conditions and increase
Bluegreen's vulnerability to adverse economic changes and
conditions, and Bluegreen's level of indebtedness may increase in
the future;
- environmental liabilities, including claims with respect to
mold or hazardous or toxic substances, could have a material
adverse impact on Bluegreen's business;
- the ratings of third-party rating agencies could adversely
impact Bluegreen's ability to obtain, renew, or extend credit
facilities, debt, or otherwise raise capital;
- Bluegreen may not be able to accurately forecast its
short-term and long-term cash needs;
- there are inherent uncertainties involved in estimates,
judgments and assumptions used in the preparation of financial
statements in accordance with GAAP and any changes in estimates,
judgments and assumptions used could have a material adverse impact
on Bluegreen's operating results and financial condition;
- fraud or undetected material errors in financial reporting
may negatively impact Bluegreen's reputation and may result in
financial loss;
- the loss of the services of Bluegreen's key management and
personnel could adversely affect Bluegreen's business;
and
- Bluegreen's success at managing the risks involved in the
foregoing.
With respect to BBX Capital, the risks and uncertainties
include, but are not limited to:
- the impact of economic, competitive and other factors
affecting BBX Capital and its subsidiaries, including their
respective markets, products and services, decreases in real estate
values, and increased unemployment or sustained high unemployment
rates on its business generally, the ability of BBX Capital's
borrowers to service their obligations and the value of collateral
securing outstanding loans;
- credit risks and loan losses, and the related sufficiency
of BBX Capital's allowance for loan losses, including the impact of
the economy and real estate market values on BBX Capital's assets
and the credit quality of its loans;
- the risk that loan losses will continue and the risks of
additional charge-offs, impairments and required increases in BBX
Capital's allowance for loan losses;
- the impact of and expenses associated with litigation,
including but not limited to, the pending action brought by the SEC
against BBX Capital and its Chairman;
- adverse conditions in the stock market, the public debt
market and other financial and credit markets, and the impact of
such conditions on BBX Capital's activities;
- the risks associated with the impact of periodic valuations
of BBX Capital's assets for impairment;
- the risks related to BBX Capital's ability to successfully
implement its current business plans, which may not be realized as
anticipated, if at all, or which may not be profitable, including
BBX Capital's investment in Woodbridge, the success of which will
be dependent on the results of Bluegreen;
- the risks that the assets retained by BBX Capital in CAM
and FAR may not be monetized at the values currently ascribed to
them, and that BBX Capital's investments in real estate
developments, real estate joint ventures and operating businesses,
including BBX Capital's investment in Woodbridge, its acquisitions
of Hoffman's and Williams and Bennett, and its acquisition with BFC
of Renin Corp., as well as any acquisitions or investments that BBX
Capital may make in the future may not achieve the returns
anticipated or may not be profitable;
- the risk that BBX Capital's investments in real estate
developments and real estate joint ventures will increase its
exposure to downturns in the real estate and housing industries and
expose it to risks, including that joint venture partners may be
financially unable or unwilling to fulfill their obligations under
joint venture agreements requiring BBX Capital to provide financial
support;
- failure of third party suppliers and manufacturers to
provide quality products on commercially reasonable terms could
adversely affect the businesses of Renin and Hoffman's, and BBX
Capital's investment in Renin exposes it to foreign currency
exchange risk of the U.S. dollar compared to the Canadian dollar
and Britain Pound; and
- BBX Capital's success at managing the risks involved in the
foregoing.
Reference is also made to the risks and uncertainties
detailed in reports filed by the Company with the SEC, including
the "Risk Factors" section of the Company's Annual Report on Form
10-K for the year ended December 31, 2013, which may be viewed on
the SEC's website at www.sec.gov or on BFC's website at
www.BFCFinancial.com. The Company cautions that the foregoing
factors are not exclusive.
The following supplemental table represents BFC's Consolidating
Income Statement for the three months ended March 31, 2014 (in
thousands):
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
Unallocated |
|
|
|
| |
|
|
|
|
Amounts |
|
|
|
| |
Bluegreen |
|
BBX |
|
and |
|
|
|
| |
Resorts |
|
Capital |
|
Eliminations |
|
Total |
|
| Revenues: |
|
|
|
|
|
|
|
|
|
| |
Sales of VOIs |
$ |
60,244 |
|
- |
|
- |
|
60,244 |
|
| |
Sales, other |
|
- |
|
16,867 |
|
- |
|
16,867 |
|
| |
Interest income |
|
20,636 |
|
1,776 |
|
(211 |
) |
22,201 |
|
| |
Fee-based sales commission |
|
27,115 |
|
- |
|
- |
|
27,115 |
|
| |
Other fee-based services revenue |
|
21,925 |
|
- |
|
- |
|
21,925 |
|
| |
Net (losses) gains on the sales of assets |
|
- |
|
(49 |
) |
- |
|
(49 |
) |
| |
Other revenue |
|
- |
|
2,534 |
|
(115 |
) |
2,419 |
|
| |
Total revenues |
|
129,920 |
|
21,128 |
|
(326 |
) |
150,722 |
|
| |
|
|
|
|
|
|
|
|
|
| Costs and Expenses: |
|
|
|
|
|
|
|
|
|
| |
Cost of sale of VOIs |
|
7,048 |
|
- |
|
- |
|
7,048 |
|
| |
Cost of sales, other |
|
- |
|
12,101 |
|
- |
|
12,101 |
|
| |
Cost of sale of other operations |
|
13,223 |
|
- |
|
- |
|
13,223 |
|
| |
Interest expense |
|
11,050 |
|
827 |
|
800 |
|
12,677 |
|
| |
Reversals of loan losses |
|
- |
|
(1,248 |
) |
- |
|
(1,248 |
) |
| |
Impairments of assets |
|
- |
|
1,319 |
|
- |
|
1,319 |
|
| |
Selling, general and administrative expenses |
|
72,805 |
|
13,060 |
|
5,121 |
|
90,986 |
|
| |
Total costs and expenses |
|
104,126 |
|
26,059 |
|
5,921 |
|
136,106 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Equity in earnings from unconsolidated
affiliates |
|
- |
|
6,222 |
|
(6,222 |
) |
- |
|
| |
Other income |
|
513 |
|
- |
|
241 |
|
754 |
|
| |
Income (loss) from continuing operations before income
taxes |
|
26,307 |
|
1,291 |
|
(12,228 |
) |
15,370 |
|
| |
Less: Provision for income taxes |
|
9,145 |
|
- |
|
(363 |
|
8,782 |
|
| |
Income (loss) from continuing operations |
|
17,162 |
|
1,291 |
|
(11,865 |
) |
6,588 |
|
| |
Loss from discontinued operations, net of
taxes |
|
(46 |
) |
- |
|
- |
|
(46 |
) |
| |
Net income (loss) |
|
17,116 |
|
1,291 |
|
(11,865 |
) |
6,542 |
|
| |
Less: Net income attributable to noncontrolling
interests |
|
(2,958 |
) |
67 |
|
(515 |
) |
(3,406 |
) |
| |
Net income (loss) attributable to BFC |
$ |
14,158 |
|
1,358 |
|
(11,350 |
) |
3,136 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
The following supplemental table represents BFC's Consolidating
Income Statement for the three months ended March 31, 2013 (in
thousands):
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
Unallocated |
|
|
|
| |
|
|
|
|
Amounts |
|
|
|
| |
Bluegreen |
|
BBX |
|
and |
|
|
|
| |
Resorts |
|
Capital |
|
Eliminations |
|
Total |
|
| Revenues: |
|
|
|
|
|
|
|
|
|
| |
Sales of VOIs |
$ |
57,284 |
|
- |
|
- |
|
57,284 |
|
| |
Fee based sales commission |
|
18,865 |
|
- |
|
- |
|
18,865 |
|
| |
Other fee-based services revenue |
|
19,285 |
|
- |
|
- |
|
19,285 |
|
| |
Interest income |
|
20,511 |
|
3,045 |
|
- |
|
23,556 |
|
| |
Net gains on the sales of assets |
|
- |
|
2,062 |
|
- |
|
2,062 |
|
| |
Other revenue |
|
- |
|
1,728 |
|
(108 |
) |
1,620 |
|
| |
Total revenues |
|
115,945 |
|
6,835 |
|
(108 |
) |
122,672 |
|
| |
|
|
|
|
|
|
|
|
|
| Costs and Expenses: |
|
|
|
|
|
|
|
|
|
| |
Cost of sale of VOIs |
|
6,561 |
|
- |
|
- |
|
6,561 |
|
| |
Cost of sale of other resorts operations |
|
12,530 |
|
- |
|
- |
|
12,530 |
|
| |
Interest expense |
|
10,104 |
|
1,182 |
|
1,216 |
|
12,502 |
|
| |
(Reversals of) provision for loan losses |
|
- |
|
759 |
|
- |
|
759 |
|
| |
Asset impairments |
|
- |
|
2,165 |
|
- |
|
2,165 |
|
| |
Selling, general and administrative expenses |
|
64,615 |
|
9,261 |
|
4,082 |
|
77,958 |
|
| |
Total costs and expenses |
|
93,810 |
|
13,367 |
|
5,298 |
|
112,475 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Other income |
|
294 |
|
- |
|
74 |
|
368 |
|
| |
Income (loss) from continuing operations before income
taxes |
|
22,429 |
|
(6,532 |
) |
(5,332 |
) |
10,565 |
|
| |
Less: Provision for income taxes |
|
7,577 |
|
- |
|
- |
|
7,577 |
|
| |
Income (loss) from continuing operations |
|
14,852 |
|
(6,532 |
) |
(5,332 |
) |
2,988 |
|
| |
Loss from discontinued operations, net of taxes |
|
(50 |
) |
- |
|
- |
|
(50 |
) |
| |
Net income (loss) |
|
14,802 |
|
(6,532 |
) |
(5,332 |
) |
2,938 |
|
| |
Less: Net income attributable to noncontrolling interests |
|
8,581 |
|
- |
|
(3,085 |
) |
5,496 |
|
| |
Net income (loss) attributable to BFC |
$ |
6,221 |
|
(6,532 |
) |
(2,247 |
) |
(2,558 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
BFC Financial Corporation holdings include a 52% ownership
interest in BBX Capital Corporation.
BBX Capital Corporation Reports
Financial Results for the First Quarter, 2014
FORT LAUDERDALE, Florida - May 13, 2014
-- BBX Capital Corporation ("BBX Capital" and/or the "Company")
(NYSE: BBX), formerly BankAtlantic Bancorp, Inc., reported
financial results for the quarter ended March 31, 2014.
BBX Capital reported net income of $1.3 million, or $0.08 per
diluted share, for the quarter ended March 31, 2014, versus a net
loss of ($6.5) million, or ($0.41) per diluted share, for the
quarter ended March 31, 2013.
BBX Capital's book value at March 31, 2014 was $19.03 and total
BBX Capital shareholders' equity at March 31, 2014 was
approximately $304.6 million.
Overview
and Highlights:
BBX Capital Selected Financial Data
(Consolidated)First Quarter, 2014 Compared to First Quarter,
2013
- Total revenues of $21.1 million vs. $6.8 million
- Net income of $1.3 million vs. Net loss of
($6.5) million
- Diluted earnings (loss) per share of $0.08 vs. ($0.41)
- Book value per share was $19.03 vs. $14.83
- Total assets were $416.9 million vs. $432.5 million
- BB&T's preferred interest in FAR was $54.5 million vs.
$164.1 million
- Real estate owned was $141.9 million vs.
$77.7 million
- Loans receivable were $59.6 million vs.
$254.8 million
- Loans held-for-sale were $50.7 million vs. $22.3
million
BBX Capital's Chairman and CEO, Mr. Alan B. Levan, commented,
"We are pleased with the results and momentum during the
quarter. Since the sale of BankAtlantic in July 2012, we have
been repositioning our business, monetizing our legacy portfolios,
and pursuing our goal of transitioning our legacy business into a
growth business by focusing on real estate opportunities and
operating businesses. We invite our readers to review the BBX
Capital Corporate Overview filed by the Company with the Securities
and Exchange Commission on April 16, 2014, which is available to
view on the BBX Capital website: www.BBXCapital.com. In
that document we discussed our corporate strategy, but more
importantly we discussed who we are and how we are approaching our
business:
"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."
The following 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
real estate joint ventures and acquired operating businesses.
BBX Capital - Legacy Assets - Loans and Real
Estate:
Assets transferred to BBX Capital in connection with the
consummation in July 2012 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, as well as assets owned by BBX Capital
in its BBX Capital Partners subsidiary. These assets
transferred are considered our "Legacy Assets". These Legacy
Assets are held by BBX Capital in CAM (Capital Asset Management)
and BBX Partners, which are wholly owned subsidiaries, and in 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. Upon consummation of the BB&T
Transaction, BBX Capital transferred to BB&T Corporation a 95%
preferred interest in the net cash flows of FAR until such time as
BB&T Corporation 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 as
its sole owner. At March 31, 2014, BB&T Corporation's
preference amount had been reduced to $54.5 million.
CAM and BBX Partners Loans: The composition of CAM and BBX
Partners legacy loans were (dollars in thousands):
| |
|
|
|
|
| |
|
As of March 31, 2014 |
|
As of December 31, 2013 |
| Loans held-for-investment: |
|
Number |
|
UnpaidPrincipalBalance |
|
CarryingAmount |
|
Number |
|
UnpaidPrincipalBalance |
|
CarryingAmount |
|
Loans receivable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
- |
|
$ |
- |
|
$ |
- |
|
- |
|
$ |
- |
|
$ |
- |
| |
Non-accruing |
|
2 |
|
|
3,120 |
|
|
1,392 |
|
3 |
|
|
5,107 |
|
|
3,331 |
| Commercial
real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
1 |
|
|
2,140 |
|
|
2,140 |
|
1 |
|
|
2,152 |
|
|
2,152 |
| |
Non-accruing |
|
4 |
|
|
27,005 |
|
|
11,454 |
|
4 |
|
|
27,077 |
|
|
11,526 |
| Total
loans held-for-investment |
|
7 |
|
|
32,265 |
|
|
14,986 |
|
8 |
|
|
34,336 |
|
|
17,009 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans
held-for-sale |
|
- |
|
$ |
- |
|
$ |
- |
|
- |
|
$ |
- |
|
$ |
- |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAM and BBX Partners Real Estate: The composition of CAM
and BBX Partners real estate was (dollars in thousands):
| |
|
|
|
|
|
|
|
As of March 31, 2014 |
|
As of December 31, 2013 |
| |
|
Number |
|
CarryingAmount |
|
Number |
|
CarryingAmount |
| Real
estate held-for-investment: |
|
|
|
|
|
|
|
|
|
|
| Land |
|
12 |
|
$ |
71,955 |
|
13 |
|
$ |
75,333 |
|
Rental properties |
|
1 |
|
|
10,865 |
|
2 |
|
|
15,705 |
| Other |
|
1 |
|
|
789 |
|
1 |
|
|
789 |
| Total real estate
held-for-investment |
|
14 |
|
$ |
83,609 |
|
16 |
|
$ |
91,827 |
| |
|
|
|
|
|
|
|
|
|
|
| Real
estate held-for-sale: |
|
|
|
|
|
|
|
|
|
|
| Land |
|
11 |
|
$ |
13,400 |
|
10 |
|
$ |
10,307 |
| Total real estate
held-for-sale |
|
11 |
|
$ |
13,400 |
|
10 |
|
$ |
10,307 |
| |
|
|
|
|
|
|
|
|
|
|
FAR Loans: The composition of FAR's legacy loans were
(dollars in thousands):
| |
|
|
|
|
| |
|
As of March 31, 2014 |
|
As of December 31, 2013 |
| Loans held-for-investment: |
|
Number |
|
UnpaidPrincipalBalance |
|
CarryingAmount |
|
Number |
|
UnpaidPrincipalBalance |
|
CarryingAmount |
|
Loans receivable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
- |
|
$ |
- |
|
$ |
- |
|
- |
|
$ |
- |
|
$ |
- |
| |
Non-accruing |
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
- |
| Commercial
real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
8 |
|
|
15,737 |
|
|
15,737 |
|
7 |
|
|
15,245 |
|
|
15,245 |
| |
Non-accruing |
|
7 |
|
|
39,538 |
|
|
22,052 |
|
10 |
|
|
52,108 |
|
|
34,014 |
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
59 |
|
|
5,483 |
|
|
5,483 |
|
62 |
|
|
5,646 |
|
|
5,646 |
| |
Non-accruing |
|
43 |
|
|
5,739 |
|
|
2,903 |
|
43 |
|
|
5,846 |
|
|
2,972 |
|
Residential: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
- |
| |
Non-accruing |
|
- |
|
|
- |
|
|
- |
|
2 |
|
|
189 |
|
|
53 |
| Total
loans held-for-investment |
|
117 |
|
|
66,497 |
|
|
46,175 |
|
124 |
|
|
79,034 |
|
|
57,930 |
|
Loans held-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
- |
|
$ |
- |
|
$ |
- |
|
- |
|
$ |
- |
|
$ |
- |
| |
Non-accruing |
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
|
- |
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
14 |
|
|
1,908 |
|
|
1,908 |
|
15 |
|
|
2,044 |
|
|
1,494 |
| |
Non-accruing |
|
30 |
|
|
4,054 |
|
|
2,829 |
|
31 |
|
|
4,135 |
|
|
2,682 |
|
Residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
33 |
|
|
4,833 |
|
|
3,846 |
|
34 |
|
|
4,912 |
|
|
3,945 |
| |
Non-accruing |
|
247 |
|
|
55,499 |
|
|
32,493 |
|
255 |
|
|
58,603 |
|
|
34,278 |
| Small
business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accruing |
|
44 |
|
|
8,533 |
|
|
7,067 |
|
52 |
|
|
10,320 |
|
|
8,170 |
| |
Non-accruing |
|
14 |
|
|
3,964 |
|
|
2,573 |
|
17 |
|
|
4,204 |
|
|
3,277 |
| Total
loans held-for-sale |
|
382 |
|
|
78,791 |
|
|
50,716 |
|
404 |
|
|
84,218 |
|
|
53,846 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAR Real Estate: The composition of FAR's real estate was
(dollars in thousands):
| |
|
|
|
|
|
|
|
As of March 31, 2014 |
|
As of December 31, 2013 |
| |
|
Number |
|
CarryingAmount |
|
Number |
|
CarryingAmount |
| Real
estate held-for-investment: |
|
|
|
|
|
|
|
|
|
|
| Land |
|
3 |
|
$ |
4,322 |
|
3 |
|
$ |
4,323 |
|
Rental properties |
|
2 |
|
|
20,499 |
|
1 |
|
|
11,186 |
| Total real estate
held-for-investment |
|
5 |
|
$ |
24,821 |
|
4 |
|
$ |
15,509 |
| |
|
|
|
|
|
|
|
|
|
|
| Real
estate held-for-sale: |
|
|
|
|
|
|
|
|
|
|
| Land |
|
7 |
|
$ |
7,700 |
|
8 |
|
$ |
7,961 |
|
Rental properties |
|
4 |
|
|
6,123 |
|
3 |
|
|
6,168 |
|
Residential single-family |
|
26 |
|
|
5,022 |
|
29 |
|
|
6,447 |
| Other |
|
24 |
|
|
1,199 |
|
23 |
|
|
3,088 |
| Total real estate
held-for-sale |
|
61 |
|
$ |
20,044 |
|
63 |
|
$ |
23,664 |
| |
|
|
|
|
|
|
|
|
|
|
BBX Capital Real Estate Activities
Our real estate activities, including the BankAtlantic legacy
loan and foreclosed real estate portfolios, fall under the umbrella
of BBX Capital Real Estate, a Division of BBX Capital. As
previously announced, 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.
We are actively engaged in real estate development and operation
activities involving real estate obtained through foreclosure and
real estate purchased from third parties, including land
entitlement activities, property renovations, asset management, and
pursuing joint venture opportunities involving the contribution of
these properties and/or cash investments in joint ventures with
third party development partners.
The Company had investments in the following joint ventures
as of March 31, 2014:
Kendall Commons: In March 2013, the Company sold land 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 three-story apartment buildings, one mixed-use
building and one clubhouse totaling 321 apartment units, and the
Company 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. The Company is entitled to receive
13% of joint venture distributions until a 15% internal rate of
return has been attained and then the Company will be entitled to
receive 9.75% of any joint venture distributions thereafter.
North Flagler: In October 2013, the Company entered into a
joint venture with JRG USA pursuant to which JRG USA assigned to
the joint venture a contract to purchase for $10.8 million a 4.5
acre parcel overlooking the Intracoastal Waterway in West Palm
Beach Florida and the Company 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 residential height restrictions with a
view to increasing the value of the parcel. The Company 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 currently estimated to be concluded in
2015.
The Company 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
North Flagler joint venture. The 2.7 acre parcel was acquired
by the Company through foreclosure and had a carrying value of $3.2
million as of March 31, 2014. We believe that the value of
this parcel will increase if the density is increased by the
municipality's approval of the zoning changes referenced in the
preceding paragraph.
PGA Design Center Holdings, LLC: In December 2013, the
Company purchased for $6.1 million a commercial property in Palm
Beach Gardens, Florida, with three existing buildings consisting of
145,000 square feet of mainly furniture retail space. The
property, which is located in a larger mixed use property now known
as PGA Place, was substantially vacant at the date of
acquisition. Subsequent to the acquisition of the property,
the Company entered into a joint venture with Stiles Development
which acquired a 60% interest in the joint venture for $2.9 million
in cash. The Company contributed the property (excluding
certain residential development entitlements having 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. The Company transferred the retained residential
development entitlements to adjacent parcels owned by it in PGA
Place (see below for a discussion of the other parcels owned by the
Company in PGA Place). 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.
The following development projects are currently in the
planning stages and involve real estate held-for-investment
included in the above CAM and BBX Partners real estate
table.
Gardens at Millenia: Gardens at Millenia consists of 37
acres of land located in a commercial center of Orlando, Florida
with a carrying value of $11.2 million as of March 31,
2014. 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 four
outparcel retail pads. The Company is 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. The Company is in discussions with a potential
joint venture partner to develop the 11 acre parcel.
Hialeah Communities: Hialeah Communities consists of 114
acres of land located in Hialeah, Florida with a carrying value of
$30.7 million as of March 31, 2014. This site is currently in
the final stages of master planning to divide the property into
three parcels and the plan remains subject to receipt of
governmental approvals. The anticipated plans for the three
parcels include the following:
- An approximate 50 acre parcel is currently planned to
include approximately 340 single-family homes, a clubhouse,
park, and lake. The Company is in discussions with a
potential joint venture partner to develop this parcel.
- An approximate 50 acre parcel is currently planned to
include approximately 400 single-family homes. The
Company currently has a contract to sell this parcel to a
third party developer, subject to receipt of entitlements, and
due diligence by the third party.
- Plans for the remaining 14 acre parcel include 14
multifamily buildings totaling approximately 314 rental
apartment units, a clubhouse, pool and park. The Company
is in discussions with a potential joint venture partner
to develop this parcel.
PGA Place: The Company owns an office building and land
located in PGA Place, in the city of Palm Beach Gardens, Florida,
with carrying values aggregating $14.5 million as of March 31,
2014. The property held by the PGA Design Center Holdings
joint venture described above is also located in PGA Place. We
believe this property presents a variety of development
opportunities, including the opportunity being pursued by the PGA
Design Center Holdings joint venture discussed above and the
following development opportunities, some of which are currently in
the planning stages and remain subject to receipt of government
approvals.
- 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. The
Company is currently seeking governmental approvals for a 140
room limited-service suite hotel, a 5,000 square
foot freestanding restaurant and a 50,000 square foot office
building on vacant tracts of land adjacent to this office
building. We anticipate partnering with a third party
developer to develop all or a portion of these components of
the project.
- Multi-family - Current plans for the 7-acre multifamily
parcel include approximately 300 apartment units, a clubhouse
and spa, and lakeside pavilion. The Company is in
discussions with a potential joint venture partner to develop
this parcel.
Village at Victoria Park: Village at Victoria Park consists
of approximately 2 acres of vacant land located near downtown Fort
Lauderdale, Florida with a carrying value of $0.9 million as of
March 31, 2014. In December 2013, the Company 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. In April 2014, the joint venture executed an
acquisition, development and construction loan with a financial
institution and the Company and New Urban Communities each
contributed an additional $692,000 to the joint venture as a
capital contribution. The joint venture purchased the vacant
land from the Company for $3.6 million consisting of $1.8 million
in cash (less $0.2 million in selling expenses) and a $1.6 million
promissory note. The $1.6 million promissory note is secured
by a junior lien on the vacant land and future
improvements. The project is currently scheduled to commence
construction and sales in the second quarter of 2014. Closings
are projected to begin by the third quarter of 2015. BBX
Capital Partners - Investment and Acquisitions:
BBX Capital, through its BBX Capital Partners Division, is
actively engaged in investments in operating companies. Our
goal at BBX Capital 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 sourced by BBX Capital Partners will diversify our
overall company risk profile and contribute more consistent cash
flows and earnings over time.
The following is a summary of the Company's operating
businesses:
Bluegreen Corporation: On April 2, 2013, BBX Capital
acquired a 46% interest in Woodbridge Holdings, LLC
("Woodbridge"). BFC Financial Corporation ("BFC"), BBX
Capital's Parent company, owns the remaining 54% of
Woodbridge. Woodbridge's principal asset is its 100% ownership
of Bluegreen Corporation ("Bluegreen").
During the three months ended March 31, 2014, net income
attributable to Woodbridge was $13.5 million, of which $14.2
million related to the operations of Bluegreen. BBX Capital
recognized 46% of the net income attributable to Woodbridge, or
$6.2 million, for the three months ended March 31, 2014.
In 2013 and the first quarter of 2014, Bluegreen paid cash
dividends of $47.0 million and $14.5 million, respectively, to
Woodbridge. Woodbridge paid cash dividends of $44.3 million
and $13.9 million, respectively, to its members during 2013 and
April 1, 2014, which were distributed pro rata to BBX Capital and
BFC based on their percentage ownership interests in
Woodbridge, BBX Capital (46%) and BFC (54%).
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, 180,000 owners of VOIs and
4,000 employees.
Bluegreen generates revenues from the sales of VOIs in its
resorts ("Legacy Business Model") and from fee-based sales and
services on behalf of third parties under Bluegreen's
"capital-light" business strategy. Bluegreen's capital-light
business strategy consists of the following:
Fee-Based Sales and Marketing Arrangements: Under
the arrangements, Bluegreen sells third party VOIs as Bluegreen
Vacation Club interests through its distribution network of sales
offices typically on a non-committed basis.
Just-In-Time Arrangements: Agreements with third
party developers allow Bluegreen to buy VOI inventory from time to
time in close proximity to the time of when Bluegreen intends to
sell such VOIs.
Secondary Market Arrangements: Formal program to
acquire VOI inventory from resorts' property owner associations
("POAs") and other third parties on a non-committed basis, in close
proximity to the time when Bluegreen intends to sell such VOIs.
Such VOIs are typically obtained by the POAs through foreclosure in
connection with maintenance fee defaults, and are generally
acquired by Bluegreen at a significant discount.
Other Fee-Based Services: Bluegreen also earns
fees for providing management services to the Bluegreen Vacation
Club and to certain POAs.
Bluegreen Highlights for the First Quarter,
2014
- Legacy VOI sales were $32.0 million
- Secondary market VOI sales were $19.0 million
- Just-in-time VOI sales were $16.8 million
- Gross sales of VOIs were $67.8 million
- Sale of third party VOIs - commission basis were $42.1
million
- System-wide sales of VOIs were $109.9 million
- Capital-Light business strategy VOI sales were $77.9
million
- Income from continuing operations was $17.2 million
- Adjusted EBITDA was $33.8 million
- Income from continuing operations before income taxes was
$26.3 million
- Operating profit was $25.8 million
- Bluegreen dividends to Woodbridge were $14.5 million
Please see the supplemental tables included in this release
for detailed information on System-wide sales of VOIs and a
reconciliation of Income from Continuing Operations to Adjusted
EBITDA.
For more detailed information regarding Bluegreen and its
business, operations and risks, see BFC's financial results press
release for the quarter ended March 31, 2014, BFC's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2014, and BFC's
Annual Report on Form 10-K for the year ended December 31, 2013,
which is available on the SEC's
website, www.sec.gov and/or BFC's
website, www.BFCFinancial.com
Renin Corp.: In October 2013, Renin Holdings, LLC
("Renin"), a newly formed joint venture entity owned 81% by BBX
Capital and 19% by BFC, 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 United Kingdom, Renin is in
a position to service 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. Renin had revenues of approximately $14.1 million
during the quarter ended March 31, 2014.
BBX Sweet Holdings: In December 2013, BBX Sweet Holdings
acquired the Hoffman's Chocolates business and in January 2014, it
acquired Williams & Bennett. BBX Sweet Holdings is
pursuing other acquisitions in the candy and confections industry,
and is currently in discussion with several companies throughout
the United States and Canada.
Williams & Bennett: Headquartered in Boynton Beach,
Florida, Williams & Bennett is a Florida based manufacturer of
quality chocolate products. 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, they have 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.
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
stores, online distribution channels, direct shipping throughout
the U.S., and at third party 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.
Financial data is provided in the supplemental
financial tables included in this release for BBX Capital
Corporation, Woodbridge Holdings, LLC and Bluegreen
Corporation.
More complete and detailed information relating to BBX Capital
and its financial results is available in the Company's Annual
Report on Form 10-K for the year ended December 31, 2013 and
its Quarterly Report on Form 10-Q for the quarter ended March 31,
2014, and is available to view on the SEC's website,www.sec.gov, or
on BBX Capital's website, www.BBXCapital.com.
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. Bluegreen
manages, markets and sells the Bluegreen Vacation Club, a flexible,
points-based, deeded vacation ownership plan with more than 180,000
owners, over 60 owned or managed resorts, and access to more than
4,000 resorts worldwide.
As of March 31, 2014, BBX Capital had total consolidated assets
of $416.9 million, shareholders' equity attributable to BBX Capital
of approximately $304.6 million, and total consolidated equity of
approximately $305.7 million, and its book value per share was
$19.03.
For further information,
please visit our family of companies: BBX
Capital: www.BBXCapital.comBluegreen
Corp.: www.BluegreenVacations.comRenin
Corp.: www.ReninCorp.comHoffman's
Chocolates: www.Hoffmans.com, www.BocaBons.com,
and www.GoodFortunes.comWilliams &
Bennett: www.WilliamsandBennett.comRoboVault: www.RoboVault.com BFC
Financial Corp.: www.BFCFinancial.com
About BFC Financial
Corporation : BFC (OTCQB: BFCF) is a holding company whose
principal holdings include a 52% ownership interest in BBX Capital
Corporation (NYSE:
BBX) and a 54% indirect ownership interest in Bluegreen
Corporation. As of March 31, 2014, BFC had total consolidated
assets of approximately $1.4 billion, shareholders' equity
attributable to BFC of approximately $243.1 million, and total
consolidated equity of approximately $430.2 million. For more
information, visitwww.BFCFinancial.com.
This press release 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 may include
words or phrases such as "plans," "believes," "will," "expects,"
"anticipates," "intends," "estimates," "our view," "we see,"
"would" and words and phrases of similar import. The forward
looking statements in this press release are also forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and involve substantial risks and uncertainties. We can give no
assurance that such expectations will prove to be correct. Future
results could differ materially as a result of a variety of risks
and uncertainties, many of which are outside of the control of
management. These risks and uncertainties include, but are not
limited to the impact of economic, competitive and other factors
affecting the Company and its assets, including the impact of
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; the risk that the
assets retained by the Company in CAM and FAR 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.
In addition, this press release 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 the Company's 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 and
its acquisitions of Hoffman's, Williams & Bennett and 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 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, Williams & Bennett and
Renin Corp. exposes us to the risks of Renin's, Hoffman's and
Williams & Bennett's 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 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. Past performance and perceived trends may not be
indicative of future results. In addition to the risks and
factors identified above, reference is also made to other risks and
factors detailed in reports filed by the Company with the
Securities and Exchange Commission, including the Company's Annual
Report on Form 10-K for the year ended December 31, 2013. The
Company cautions that the foregoing factors are not
exclusive.
| |
|
| BBX CAPITAL CORPORATION AND SUBSIDIARIES |
|
| CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION -
UNAUDITED |
|
| |
|
|
|
|
| |
March 31, |
|
December 31, |
|
| (In
thousands, except share data) |
2014 |
|
2013 |
|
| ASSETS |
|
|
|
|
|
| Cash and
interest bearing deposits in banks ($2,645 and $8,686 in
Variable Interest |
|
|
|
|
|
| Entities
("VIE")) |
$ |
32,919 |
|
43,138 |
|
| Loans held
for sale ($50,716 and $53,846 in VIE) |
|
50,716 |
|
53,846 |
|
|
Loans receivable, net of allowance for loan losses of $1,588
and $2,713 ($44,587 and $56,170, net of allowance of $1,588 and
$1,759 in VIE) |
|
59,573 |
|
72,226 |
|
| Real estate
held for investment ($25,248 and $15,836 in VIE) |
|
108,430 |
|
107,336 |
|
| Real estate
held for sale ($20,043 and $23,664 in VIE) |
|
33,444 |
|
33,971 |
|
| Investment
in unconsolidated real estate joint ventures |
|
3,346 |
|
1,354 |
|
| Investment
in Woodbridge Holdings, LLC |
|
84,795 |
|
78,573 |
|
| Properties
and equipment, net ($7,814 and $7,899 in VIE) |
|
14,651 |
|
14,824 |
|
|
Inventories |
|
10,214 |
|
9,155 |
|
| Goodwill and
other intangible assets |
|
4,355 |
|
2,686 |
|
| Other assets
($2,096 and $2,413 in VIE) |
|
14,452 |
|
14,038 |
|
| |
|
Total
assets |
$ |
416,895 |
|
431,147 |
|
| LIABILITIES
AND EQUITY |
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
| BB&T
preferred interest in FAR, LLC ($54,504 and $68,517 in
VIE) |
$ |
54,504 |
|
68,517 |
|
| Notes
payable to related parties |
|
22,012 |
|
21,662 |
|
| Notes
payable |
|
9,448 |
|
9,034 |
|
| Other
liabilities ($12,010 and $12,355 in VIE) |
|
25,247 |
|
28,368 |
|
| |
|
Total
liabilities |
|
111,211 |
|
127,581 |
|
| Commitments
and contingencies |
|
|
|
|
|
| Equity: |
|
|
|
|
|
| |
Preferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding |
|
- |
|
- |
|
| |
Class A common stock, $.01 par value, authorized 25,000,000
shares; issued and outstanding 15,810,588 and 15,778,088
shares |
|
158 |
|
158 |
|
| |
Class B common stock, $.01 par value, authorized 1,800,000
shares; issued and outstanding 195,045 and 195,045 shares |
|
2 |
|
2 |
|
| |
Additional
paid-in capital |
|
346,155 |
|
345,300 |
|
| |
Accumulated
deficit |
|
(41,733 |
) |
(43,091 |
) |
| |
Accumulated
other comprehensive income |
|
37 |
|
13 |
|
| Total BBX
Capital Corporation shareholders' equity |
|
304,619 |
|
302,382 |
|
|
Noncontrolling interest |
|
1,065 |
|
1,184 |
|
| Total
equity |
|
305,684 |
|
303,566 |
|
| |
|
Total liabilities and equity |
$ |
416,895 |
|
431,147 |
|
| |
|
| |
|
| BBX CAPITAL CORPORATION AND SUBSIDIARIES |
|
| CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
For the Three Months |
|
| |
|
Ended March 31, |
|
| (In
thousands, except share and per share data) |
|
2014 |
|
|
2013 |
|
|
Revenues: |
|
|
|
|
|
|
|
| Sales |
|
$ |
16,867 |
|
|
- |
|
| Interest
income |
|
|
1,776 |
|
|
3,045 |
|
| Net (losses)
gains on the sales of assets |
|
|
(49 |
) |
|
2,062 |
|
| Income from
real estate operations |
|
|
1,493 |
|
|
1,236 |
|
| Other |
|
|
1,041 |
|
|
492 |
|
| |
|
Total
revenues |
|
|
21,128 |
|
|
6,835 |
|
| Costs and
expenses: |
|
|
|
|
|
|
|
| Cost of
goods sold |
|
|
12,101 |
|
|
- |
|
| BB&T's
priority return in FAR distributions |
|
|
331 |
|
|
1,013 |
|
| Interest
expense |
|
|
496 |
|
|
169 |
|
| Real estate
operating expenses |
|
|
1,553 |
|
|
1,076 |
|
| Selling,
general and administrative expenses |
|
|
11,507 |
|
|
8,185 |
|
| |
|
Total costs
and expenses |
|
|
25,988 |
|
|
10,443 |
|
| Equity
earnings in Woodbridge Holdings, LLC |
|
|
6,222 |
|
|
- |
|
| Recoveries
from (provision for) loan losses |
|
|
1,248 |
|
|
(759 |
) |
| Asset
impairments, net |
|
|
(1,319 |
) |
|
(2,165 |
) |
| Income
(loss) from continuing operations before income taxes |
|
|
1,291 |
|
|
(6,532 |
) |
| Provision
for income taxes |
|
|
- |
|
|
- |
|
| Net income
(loss) |
|
|
1,291 |
|
|
(6,532 |
) |
| Less: net
loss attributable to non-controlling interest |
|
|
67 |
|
|
- |
|
| Net income
(loss) attributable to BBX Capital Corporation |
|
$ |
1,358 |
|
|
(6,532 |
) |
| Basic
earnings (loss) per share |
|
$ |
0.08 |
|
|
(0.41 |
) |
| Diluted
earnings (loss) per share |
|
$ |
0.08 |
|
|
(0.41 |
) |
|
Basic weighted average number of common shares
outstanding |
|
|
15,985,772 |
|
|
15,785,870 |
|
|
Diluted weighted average number of common and common
equivalent shares outstanding |
|
|
16,698,628 |
|
|
15,785,870 |
|
| |
|
| |
|
| Bluegreen Corporation |
|
| Consolidated Statement of Operations - Unaudited |
|
| For the Three Months Ended March 31, 2014 |
|
| (in thousands) |
|
| |
|
|
Revenues: |
|
|
|
|
| Sales of
VOIs |
|
$ |
60,244 |
|
| Fee based
sale commission and other revenues |
|
|
27,115 |
|
| Other resort
fee-based revenue |
|
|
21,925 |
|
| Interest
Income |
|
|
20,636 |
|
| |
Total
revenues |
|
|
129,920 |
|
| |
|
|
|
|
| Costs and
expenses: |
|
|
|
|
| Cost of
sales of VOIs |
|
|
7,048 |
|
| Cost of
sales of resort fee-based operations |
|
|
13,223 |
|
| Selling,
general and administrative expenses |
|
|
72,805 |
|
| Interest
expense |
|
|
11,050 |
|
| |
Total costs
and expenses |
|
|
104,126 |
|
| |
|
|
|
|
| |
Other
income |
|
|
513 |
|
| Income from
continuing operations before taxes |
|
|
26,307 |
|
| Provision
for income taxes |
|
|
(9,145 |
) |
| Income from
continuing operations |
|
|
17,162 |
|
| Loss from
discontinued operations, net of taxes |
|
|
(46 |
) |
| Net
income |
|
|
17,116 |
|
| Net income
attributable to noncontrolling interest |
|
|
(2,958 |
) |
| Net income
attributable to Bluegreen |
|
$ |
14,158 |
|
| |
|
| |
|
| BBX Capital Equity Earnings in Woodbridge |
|
| For the Three Months Ended March 31, 2014 |
|
| (in thousands) |
|
| |
|
| Net income
attributable to Bluegreen |
|
$ |
14,158 |
|
| Woodbridge parent
only net loss |
|
|
(632 |
) |
| Net income
attributable to Woodbridge |
|
|
13,526 |
|
| BBX
Capital interest in Woodbridge |
|
|
46 |
% |
| BBX Capital
Equity earnings in Woodbridge |
|
$ |
6,222 |
|
| |
|
| |
|
| BLUEGREEN CORPORATION |
|
| Supplemental Financial Information For the Three Months
Ended March 31, 2014 - Unaudited |
|
| (dollars in thousands) |
|
| |
|
|
|
|
Amount |
|
|
% of System-wide sales of VOIs, net (5) |
|
| |
|
|
|
|
|
|
|
| Legacy VOI
sales (1) |
|
$ |
32,005 |
|
|
29 |
% |
| VOI sales-secondary
market |
|
|
18,953 |
|
|
17 |
% |
| Sales of
third-party VOIs-commission basis |
|
|
42,092 |
|
|
38 |
% |
| Sales
of third-party VOIs-just-in-time basis |
|
|
16,815 |
|
|
16 |
% |
| System-wide sales
of VOIs, net |
|
|
109,865 |
|
|
100 |
% |
| Less: Sales
of third-party VOIs-commission basis |
|
|
(42,092 |
) |
|
-38 |
% |
| Gross sales
of VOIs |
|
|
67,773 |
|
|
62 |
% |
|
Estimated uncollectible VOI notes receivable (2) |
|
|
(7,529 |
) |
|
-11 |
% |
| Sales of VOIs |
|
|
60,244 |
|
|
55 |
% |
| Cost of
VOIs sold (3) |
|
|
(7,048 |
) |
|
-12 |
% |
| Gross
profit (3) |
|
|
53,196 |
|
|
88 |
% |
| Fee-based
sales commission revenue (4) |
|
|
27,115 |
|
|
64 |
% |
| Other
fee-based services revenue |
|
|
21,925 |
|
|
20 |
% |
| Cost of
other fee-based services |
|
|
(11,234 |
) |
|
-10 |
% |
| Net carrying cost
of VOI inventory |
|
|
(1,989 |
) |
|
-2 |
% |
| Selling
and marketing expenses |
|
|
(52,887 |
) |
|
-48 |
% |
| General
and administrative expenses |
|
|
(19,918 |
) |
|
-18 |
% |
| Net
interest spread |
|
|
9,586 |
|
|
9 |
% |
| Operating profit |
|
$ |
25,794 |
|
|
23 |
% |
| Other income, net |
|
|
513 |
|
|
|
|
| Income
from continuing operations |
|
|
|
|
|
|
|
| before
income taxes |
|
|
26,307 |
|
|
|
|
(1) Legacy VOI sales represent sales of Bluegreen-owned VOIs
acquired or developed under Bluegreen's traditional VOI business.
Legacy VOI sales do not include Secondary Market, Commission Basis,
or Just-In-Time VOI sales under Bluegreen's Capital-Light business
strategy.(2) Percentages for estimated uncollectible VOI notes
receivable are calculated as a percentage of gross sales of VOIs
(and not of system-wide sales of VOIs, net).(3) Percentages for
costs of VOIs sold and gross profit are calculated as a percentage
of sales of VOIs (and not of system-wide sales of VOIs, net).(4)
Percentage for Fee-based sales commission revenue is calculated
based on sales of third-party VOIs-commission basis (and not of
system-wide sales of VOIs, net).(5) Unless otherwise indicated.
| |
|
| |
|
| BLUEGREEN CORPORATION |
|
| Supplemental Financial Data and Reconciliation of
Woodbridge's Income from Continuing Operations to Bluegreen's
Adjusted Earnings Before Interest, Taxes, Depreciation and
Amortization ("Adjusted EBITDA") |
|
| For the Three Months Ended March 31, 2014 -
Unaudited |
|
| (in thousands) |
|
| |
|
|
|
|
|
Consolidated Woodbridge income from continuing operations |
|
$ |
16,530 |
|
| Less: |
|
|
|
|
| |
Parent only
(Woodbridge) loss from continuing operations |
|
|
632 |
|
|
Bluegreen income from continuing operations |
|
|
17,162 |
|
|
Plus/(Less): |
|
|
|
|
| |
Long-term executive compensation |
|
|
1,105 |
|
| |
Interest income (other than interest earned on VOI notes
receivable) |
|
|
(290 |
) |
| |
Interest expense |
|
|
11,050 |
|
| |
Interest expense on receivable-backed debt |
|
|
(6,124 |
) |
| |
Provision
for income taxes |
|
|
9,145 |
|
| |
Franchise taxes |
|
|
44 |
|
| |
Depreciation and amortization |
|
|
1,708 |
|
| Adjusted
EBITDA |
|
$ |
33,800 |
|
| |
|
|
|
|
Bluegreen's Adjusted EBITDA is defined as Bluegreen's earnings,
or income from continuing operations, before taking into account
its long-term executive compensation, interest income (excluding
interest earned on Bluegreen's VOI notes receivable), interest
expense (excluding interest expense incurred on financings related
to Bluegreen's receivable-backed notes payable), provision for
income taxes and franchise taxes, depreciation and amortization.
For purposes of the Adjusted EBITDA calculation, no adjustments
were made for interest income earned on Bluegreen's VOI notes
receivable or the interest expense incurred on debt that is secured
by such notes receivable because Bluegreen considers both to be
part of its business operations.
We consider Adjusted EBITDA to be an indicator of Bluegreen's
operating performance, and it is used to measure Bluegreen's
ability to service debt, fund capital expenditures and expand its
business. It is also used by companies, lenders, investors and
others because it excludes certain items that can vary widely
across different industries or among companies within the same
industry. For example, interest expense can be dependent on a
company's capital structure, debt levels and credit ratings.
Accordingly, the impact of interest expense on earnings can vary
significantly among companies. The tax positions of companies can
also vary because of their differing abilities to take advantage of
tax benefits and because of the tax policies of the jurisdictions
in which they operate. As a result, effective tax rates and
provision for income taxes can vary considerably among companies.
Adjusted EBITDA also excludes depreciation and amortization because
companies utilize productive assets of different ages and use
different methods of both acquiring and depreciating productive
assets. These differences can result in considerable variability in
the relative costs of productive assets and the depreciation and
amortization expense among companies.
|
|
|
|
|
Woodbridge Holdings, LLC |
|
Consolidating Statement of Financial Condition - Unaudited |
|
(in thousands) |
| |
| |
|
As of March 31, 2014 |
|
As of December 31, 2013 |
| |
|
Bluegreen |
|
Woodbridge Parent only |
|
|
Consolidated Woodbridge |
|
Bluegreen |
|
Woodbridge Parent only |
|
|
Consolidated Woodbridge |
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and
cash equivalents |
|
$ |
134,957 |
|
14,726 |
|
|
149,683 |
|
158,096 |
|
723 |
|
|
158,819 |
|
Restricted cash ($36,207 and $36,263 in VIEs at March 31, 2014
and December 31, 2013, respectively) |
|
|
68,811 |
|
- |
|
|
68,811 |
|
65,285 |
|
- |
|
|
65,285 |
|
Notes receivable, net ($329,739 and $342,078 in VIEs at March
31, 2014 and December 31, 2013, respectively) |
|
|
431,156 |
|
11,750 |
|
|
442,906 |
|
455,569 |
|
11,750 |
|
|
467,319 |
|
Inventory |
|
|
207,801 |
|
- |
|
|
207,801 |
|
204,256 |
|
- |
|
|
204,256 |
| Property and
equipment, net |
|
|
66,627 |
|
- |
|
|
66,627 |
|
63,252 |
|
- |
|
|
63,252 |
| Intangible
assets |
|
|
64,084 |
|
- |
|
|
64,084 |
|
64,142 |
|
- |
|
|
64,142 |
| Other
assets |
|
|
91,735 |
|
2,590 |
|
|
94,325 |
|
60,486 |
|
2,756 |
|
|
63,242 |
| |
Total
assets |
|
$ |
1,065,171 |
|
29,066 |
|
|
1,094,237 |
|
1,071,086 |
|
15,229 |
|
|
1,086,315 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts
payable, accrued liabilities and other |
|
|
116,569 |
|
620 |
|
|
117,189 |
|
116,304 |
|
652 |
|
|
116,956 |
| Deferred tax
liability, net |
|
|
85,844 |
|
- |
|
|
85,844 |
|
76,726 |
|
- |
|
|
76,726 |
|
Receivable-backed notes payable - recourse ($4,912 and $5,899
in VIE at March 31, 2014 and December 31, 2013,
respectively) |
|
|
74,616 |
|
- |
|
|
74,616 |
|
74,802 |
|
- |
|
|
74,802 |
|
Receivable-backed notes payable - nonrecourse |
|
|
354,866 |
|
- |
|
|
354,866 |
|
368,759 |
|
- |
|
|
368,759 |
| Notes and
mortgage notes payable |
|
|
89,464 |
|
- |
|
|
89,464 |
|
93,939 |
|
- |
|
|
93,939 |
| Junior
subordinated debentures |
|
|
63,020 |
|
85,052 |
|
|
148,072 |
|
62,379 |
|
85,052 |
|
|
147,431 |
| |
Total
liabilities |
|
|
784,379 |
|
85,672 |
|
|
870,051 |
|
792,909 |
|
85,704 |
|
|
878,613 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total
Bluegreen Corporation shareholders' equity |
|
|
240,113 |
|
(56,606 |
) |
|
183,507 |
|
240,456 |
|
(70,475 |
) |
|
169,981 |
|
Noncontrolling interest |
|
|
40,679 |
|
- |
|
|
40,679 |
|
37,721 |
|
- |
|
|
37,721 |
| |
Total
equity |
|
|
280,792 |
|
(56,606 |
) |
|
224,186 |
|
278,177 |
|
(70,475 |
) |
|
207,702 |
| |
Total
liabilities and equity |
|
$ |
1,065,171 |
|
29,066 |
|
|
1,094,237 |
|
1,071,086 |
|
15,229 |
|
|
1,086,315 |
BBX Capital Contact
Info: Investor Relations: Leo Hinkley Managing
Director, Investor Relations Officer 954-
940-5300 Email: InvestorRelations@BBXCapital.comMedia
contact: Caren Berg Boardroom Communications (954) 370-8999
Email: cberg@boardroompr.comBFC Contact Info: Investor
Relations: Leo HinkleyManaging Director, Investor Relations
Officer954- 940-4994 Email: InvestorRelations@BFCFinancial.com
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