UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported)

May 13,  2014 

 

BBX Capital Corporation

(Exact name of registrant as specified in its charter)

Florida 

001-13133

65-0507804

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

401 East Las Olas Blvd Suite 800

Ft. Lauderdale,  Florida

33301

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code    954-940-4900

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 


 

Item 2.02. Results of Operations and Financial Condition

On May 13, 2014, BBX Capital Corporation (the “Company”) issued a press release that included its financial results for the three months ended March 31, 2014, a copy of which is furnished herewith as Exhibit 99.1.  The information in this item (including Exhibit 99.1) is being furnished pursuant to Items 2.02 and 9.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act. This report shall not be deemed an admission as to the materiality of any information in the press release furnished herewith.

Item 9.01 Financial Statements and Exhibits

 

 

99.1

Press Release dated May 13, 2014 

 


 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DateMay13, 2014

BBX Capital Corporation

 

                                                    By:/s/John K. Grelle

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

                                                       John K. Grelle

                                                      Chief Financial Officer

 


 

EXHIBIT INDEX

 

 

 

 

Exhibit 

Description

 

Exhibit 99.1

Press Release dated May 13, 2014

 




Exhibit 99.1

Picture 3

 

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.  

1

 


 

Exhibit 99.1

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.

2

 


 

Exhibit 99.1

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

 

 

 

 

Unpaid

 

 

 

 

 

Unpaid

 

 

 

 

 

 

Principal

 

Carrying

 

 

 

Principal

 

Carrying

Loans held-for-investment:

 

Number

 

Balance

 

Amount

 

Number

 

Balance

 

Amount

Loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Accruing

 

  -

 

$              -

 

$              -

 

     -

 

$              -

 

$                        -

Non-accruing

 

 

3,120 

 

1,392 

 

 

5,107 

 

3,331 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Accruing

 

 

2,140 

 

2,140 

 

 

2,152 

 

2,152 

Non-accruing

 

 

27,005 

 

11,454 

 

 

27,077 

 

11,526 

Total loans held-for-investment         

 

 

32,265 

 

14,986 

 

 

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

 

 

 

 

Carrying

 

 

 

Carrying

 

 

Number

 

Amount

 

Number

 

Amount

Real estate held-for-investment:

 

 

 

 

 

 

 

 

Land

 

12 

 

$
71,955 

 

13 

 

$
75,333 

Rental properties

 

 

10,865 

 

 

15,705 

Other

 

 

789 

 

 

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 

 

3

 


 

Exhibit 99.1

FAR Loans: The composition of FAR’s legacy loans were (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2014

 

As of December 31, 2013

 

 

 

 

Unpaid

 

 

 

 

 

Unpaid

 

 

 

 

 

 

Principal

 

Carrying

 

 

 

Principal

 

Carrying

Loans held-for-investment:

 

Number

 

Balance

 

Amount

 

Number

 

Balance

 

Amount

Loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Accruing

 

                -

 

$              -

 

$              -

 

                -

 

$              -

 

$                        -

Non-accruing

 

                -

 

                -

 

                -

 

                -

 

                -

 

                          -

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Accruing

 

 

15,737 

 

15,737 

 

 

15,245 

 

15,245 

Non-accruing

 

 

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

 

                -

 

                -

 

                -

 

 

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

 

 

 

 

Carrying

 

 

 

Carrying

 

 

Number

 

Amount

 

Number

 

Amount

Real estate held-for-investment:

 

 

 

 

 

 

 

 

Land

 

 

$
4,322 

 

 

$
4,323 

Rental properties

 

 

20,499 

 

 

11,186 

Total real estate held-for-investment

 

 

$
24,821 

 

 

$
15,509 

 

 

 

 

 

 

 

 

 

Real estate held-for-sale:

 

 

 

 

 

 

 

 

Land

 

 

$
7,700 

 

 

$
7,961 

Rental properties

 

 

6,123 

 

 

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 

 

4

 


 

Exhibit 99.1

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.

5

 


 

Exhibit 99.1

 

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.

6

 


 

Exhibit 99.1

·

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 PlaceThe 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 ParkVillage 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 companiesOur 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

7

 


 

Exhibit 99.1

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 WoodbridgeWoodbridge 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.

8

 


 

Exhibit 99.1

 

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 VOI’s 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

9

 


 

Exhibit 99.1

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 ChocolatesHeadquartered 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.

_____________________________

 

10

 


 

Exhibit 99.1

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.com

Bluegreen Corp.: www.BluegreenVacations.com

Renin Corp.: www.ReninCorp.com

Hoffman’s Chocolates: www.Hoffmans.com,  www.BocaBons.com, and

www.GoodFortunes.com

Williams & Bennett: www.WilliamsandBennett.com

RoboVault: www.RoboVault.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

 

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, visit www.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

11

 


 

Exhibit 99.1

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. 

 

 

 

 

 

12

 


 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

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

 

 

 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 

 

 

 

 

 

 

 

13

 


 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

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 

 

14

 


 

Exhibit 99.1

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 

 

15

 


 

Exhibit 99.1

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.

16

 


 

Exhibit 99.1

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.

 

 

 

 

 

 

 

17

 


 

Exhibit 99.1

Woodbridge Holdings, LLC

Consolidating Statement of Financial Condition - Unaudited

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2014

 

As of December 31, 2013

 

 

 

Woodbridge

Consolidated

 

 

Woodbridge

Consolidated

 

 

Bluegreen

Parent only

Woodbridge

 

Bluegreen

Parent only

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 

 

 

18

 


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