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BFC Financial Corporation Reports Financial Results for the First Quarter, 2015

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FORT LAUDERDALE, FL -- (Marketwired) -- 05/11/15 -- BFC Financial Corporation ("BFC" or the "Company") (OTCQB: BFCF) (OTCQB: BFCFB) reported financial results for the three month period ended March 31, 2015.

First Quarter 2015:

The Company reported net income attributable to BFC of $1.9 million, or $0.02 per diluted share, for the quarter ended March 31, 2015, compared to net income attributable to BFC of $3.1 million, or $0.04 per diluted share, for the quarter ended March 31, 2014.

As of March 31, 2015, BFC had total consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $256.6 million, and total consolidated equity of approximately $454.3 million. BFC's book value per share at March 31, 2015 was $3.08. 

BFC's Chairman and CEO, Mr. Alan B. Levan, commented, "We are pleased with the overall progress of our core business segments which include our ownership interest in BBX Capital Corporation (NYSE: BBX) ("BBX Capital") and our ownership interest in Bluegreen Corporation ("Bluegreen"). Bluegreen is a wholly owned subsidiary of Woodbridge Holdings, LLC ("Woodbridge"), which is owned 54% by BFC and 46% by BBX Capital. Our results reflect our pursuit of our broader goal of transitioning into a business platform with diverse activities and a focus on long term growth through our operating businesses and real estate opportunities, as well as the continued monetization of the BBX Capital legacy portfolios."

Net income attributable to BFC is defined as net income 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 (NYSE: BBX) and Woodbridge and its subsidiary, Bluegreen, are consolidated in BFC's financial statements. 

Overview and Highlights:

BFC Selected Financial Data (Consolidated)
First Quarter, 2015 Compared to First Quarter, 2014

  • Total revenues of $149.9 million vs. $150.4 million
  • Net income attributable to BFC of $1.9 million vs. $3.1 million
  • Diluted earnings per share of $0.02 vs. $0.04
  • Book value per share of $3.08 vs. $3.09
  • Assets of $1.4 billion at March 31, 2015 and March 31, 2014

On April 30, 2015, BFC completed cash tender offer (the "Tender Offer") pursuant to which it purchased from the shareholders of BBX Capital a total 4,771,221 shares of BBX Capital's Class A Common Stock at a purchase price of $20.00 per share for an aggregate purchase price of approximately $95.4 million. Prior to the Tender Offer, the Company owned approximately 51% of the issued and outstanding shares of BBX Capital's Class A Common Stock. The Company also owns all of the issued and outstanding shares of BBX Capital's Class B Common Stock. Collectively, the shares of BBX Capital's Class A Common Stock and Class B Common Stock owned by BFC represent an approximately 81% equity interest and 90% voting interest in BBX Capital.

The following selected information relates to the operating activities of Bluegreen Corporation and BBX Capital Corporation. See supplemental tables for consolidating income statements for the three month period ended March 31, 2015 and 2014.

Bluegreen Corporation

Bluegreen is a sales, marketing and resort management company, focused on the vacation ownership industry. As previously indicated, Bluegreen is a wholly owned subsidiary of Woodbridge Holdings, which is owned 54% by BFC and 46% by BBX Capital. Woodbridge's principal asset is its 100% ownership of Bluegreen.

For the quarter ended March 31, 2015, net income attributable to Woodbridge was $12.6 million, including $13.3 million related to the operations of Bluegreen. BFC recognized 54% of the net income attributable to Woodbridge, or $6.8 million, for the quarter ended March 31, 2015.

Bluegreen Selected Financial Data

First Quarter, 2015 Compared to First Quarter, 2014

  • System-wide sales of Vacation Ownership Interests ("VOIs") were $109.2 million vs. $109.9 million
  • System-wide sales of VOIs included sales under Bluegreen's "capital-light" business strategy(1) of, $64.4 million vs. $66.8 million
  • Other fee-based services profits rose 6% to $11.3 million from $10.7 million
  • Net income was $16.1 million vs. $17.1 million
  • EBITDA was $30.8 million vs. $32.7 million (2)
(1) Bluegreen's sales of VOIs under its capital-light business strategy includes sales of VOIs under fee-based sales and marketing arrangements ("FBS sales"), Just-in-Time" sales, and "Secondary Market" sales. In connection with "Just-in-Time" sales, Bluegreen enters into agreements with third party developers that allow Bluegreen to buy VOI inventory from time to time in close proximity to the timing of when Bluegreen intends to sell such VOIs. In connection with "Secondary Market" sales, Bluegreen acquires VOI inventory from resorts' property owner associations ("POAs") and other third parties close to the time Bluegreen intends to sell such VOIs. VOIs related to Secondary Market sales are typically obtained by the POAs through foreclosure in connection with maintenance fee defaults, and are generally acquired by Bluegreen at a significant discount.
(2) See the supplemental tables included in this release for a reconciliation of EBITDA to net income.

Bluegreen Summary for the First Quarter, 2015

System-wide sales of VOIs include all sales of VOIs, regardless of whether Bluegreen or a third-party owned the VOI immediately prior to the sale. The sales of third-party owned VOIs are transacted as sales of timeshare interests in the Bluegreen Vacation Club through the same selling and marketing process Bluegreen uses to sell its own VOI inventory. System-wide sales of VOIs were $109.2 million and $109.9 million during the first quarter of 2015 and the first quarter of 2014, respectively. 

Included in system-wide sales are Fee Based Sales, Just-In-Time sales, Secondary Market sales and legacy sales under Bluegreen's traditional VOI business. Fee Based Sales, Just-in-Time sales and Secondary Market sales are included in Bluegreen's "capital-light" business strategy. Bluegreen determines which VOIs are sold based on several factors, including the requirements of Fee Based Sales clients, debt service requirements and default resale requirements under term securitization and similar transactions. In addition, Bluegreen accounts for equity trade allowances granted to consumers by deducting them from the specific sale on which the allowance was granted. These factors can cause fluctuations in the amount of net sales by category from period to period. Sales by category are tracked based on which deeded VOI is conveyed in each transaction. Sales under Bluegreen's capital-light business strategy represented 59% of Bluegreen's system-wide sales in the first quarter of 2015 compared to 61% in the first quarter of 2014.

Selling and marketing expenses were 52% of system-wide sales during the first quarter of 2015 as compared to 48% during the first quarter of 2014. The increase in selling and marketing expenses during the first quarter of 2015 compared to the first quarter of 2014 was a result of Bluegreen's focus on increasing its marketing efforts to new prospects as opposed to existing owners, which resulted in higher costs per tour from new and expanding marketing channels. Sales to existing owners generally involve lower marketing expenses than sales to new prospects; however, a new program which contributed to owner sales has a slightly higher cost per tour as compared to historical owner sales tours. Bluegreen expects to continue to increase its focus on sales to new prospects as well as the new program for owner sales and, as a result, sales and marketing expenses generally and as a percentage of sales may increase.

Other Fee-Based Services profits, which are primarily generated from providing resort and club management services as well as title services, increased 6% to $11.3 million from $10.7 million. As of March 31, 2015 and 2014, Bluegreen managed 48 and 47 timeshare resort properties and hotels, respectively. 

As a result of the above, Bluegreen's net income was $16.1 million in the first quarter of 2015 as compared to $17.1 million in the first quarter of 2014.

As previously announced, in the first quarter of 2015 Bluegreen completed a securitization involving the issuance of $117.8 million of investment-grade rated securities. The issuance was completed through BXG Receivables Note Trust 2015-A and was comprised of $89.4 million of A rated vacation ownership loan backed notes and $28.4 million of BBB-/BBB rated vacation ownership loan backed notes. The notes have interest rates of 2.88% and 3.47% respectively, for an overall weighted average interest rate of 3.02%. The gross advance rate for this transaction was 94.25%. A portion of the proceeds received to date from the securitization were used to repay balances outstanding under certain of Bluegreen's receivable-backed notes payable, with the remaining proceeds expected to be used for general corporate purposes.

Supplemental financial information for the three months ended March 31, 2015 and 2014
(in 000's, except percentages) (Unaudited)  

      For the Three Months Ended March 31,
      2015     2014
      Amount   % of
System-
wide sales
of VOIs,
net
(5)
    Amount   % of
System-
wide sales
of VOIs,
net
(5)
                     
Legacy VOI sales (1)   $ 44,881   41%   $ 43,087   39%
VOI sales-secondary market program     11,054   10%     13,664   13%
Sales of third-party VOIs-commission basis     48,965   45%     42,092   38%
Sales of third-party VOIs-just-in-time basis     4,331   4%     11,022   10%
System-wide sales of VOIs, net     109,231   100%     109,865   100%
Less: Sales of third-party VOIs-commission basis     (48,965)   -45%     (42,092)   -38%
Gross sales of VOIs     60,266   55%     67,773   62%
Estimated uncollectible VOI notes receivable (2)     (7,084)   -12%     (7,529)   -11%
Sales of VOIs     53,182   49%     60,244   55%
Cost of VOIs sold (3)     (4,866)   -9%     (7,048)   -12%
Gross profit (3)     48,316   91%     53,196   88%
Fee-based sales commission revenue (4)     32,600   67%     27,115   64%
Other fee-based services revenue     23,753   22%     21,925   20%
Cost of other fee-based services     (12,451)   -11%     (11,233)   -10%
Net carrying cost of VOI inventory     (2,350)   -2%     (2,318)   -2%
Selling and marketing expenses     (56,660)   -52%     (52,559)   -48%
General and administrative expenses     (18,898)   -17%     (19,918)   -18%
Net interest spread     9,455   9%     9,586   9%
Operating profit     23,765   22%     25,794   23%
Other income     891         439    
                     
Income before income taxes     24,656         26,233    
Less: Provision for income taxes     8,606         9,117    
Net income     16,050         17,116    
Less: Net income attributable to noncontrolling interests     2,786         2,958    
Net income attributable to Bluegreen   $ 13,264       $ 14,158    
                     
(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 FBS sales, Secondary Market, or Just-In-Time 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, which excludes sales of third-party VOIs - commission basis (and not of system-wide sales of VOIs). 
(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). 
(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).  
(5)   Unless otherwise indicated. 
 
Bluegreen Balance Sheet Highlights (in thousands):
             
      March 31,     December 31,
      2015     2014
             
Cash and cash equivalents   $ 186,120   $ 185,169
Notes receivable, net     410,904     424,267
Inventory of real estate     203,260     194,713
Lines-of credit, notes payable, and receivable-backed notes payable     503,600     502,465
Junior subordinated debentures     65,623     64,986
Total equity     287,883     271,835
             

The following tables present Bluegreen's earnings before interest, taxes, depreciation and amortization ("EBITDA"), as more fully described below, for the three months ended March 31, 2015 and 2014, as well as a reconciliation of EBITDA to net income(in thousands):

             
      For the Three Months Ended
      March 31, 2015     March 31, 2014
Net income - Woodbridge   $ 15,401   $ 16,484
Loss from Woodbridge parent only     (649)     (632)
Net income - Bluegreen     16,050     17,116
  Add/(Less):            
  Interest income (other than interest earned on VOI notes receivable)     (65)     (290)
  Interest expense     9,440     11,050
  Interest expense on Receivable-Backed Debt     (5,577)     (6,124)
  Provision for Income and Franchise Taxes     8,677     9,190
  Depreciation and Amortization     2,228     1,801
EBITDA   $ 30,753   $ 32,743

EBITDA is defined as earnings, or income, before taking into account 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 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 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. 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. 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.

BBX Capital Corporation

BBX Capital is involved in the acquisition, ownership and management of, and investment in, real estate, real estate development projects, and middle market operating businesses, in each case directly or indirectly through subsidiaries or joint ventures. As of March 31, 2014 and 2015, BFC owned an approximately 51% equity interest and 74% voting interest in BBX Capital. As previously described, BFC currently holds an approximately 81% equity interest and 90% voting interest in BBX Capital as a result of the closing of the Tender Offer on April 30, 2015.

First Quarter 2015:

BBX Capital reported a net income of $0.9 million, or $0.06 per diluted share, for the quarter ended March 31, 2015, versus net income of $1.3 million, or $0.08 per diluted share, for the quarter ended March 31, 2014.

As of March 31, 2015, BBX Capital had total consolidated assets of $385.5 million, and shareholders' equity of $312.2 million. BBX Capital's book value per share was $19.30 at March 31, 2015, versus $19.16 at March 31, 2014.

Overview and Highlights:

BBX Capital Selected Financial Data (Consolidated)
First Quarter, 2015 Compared to First Quarter, 2014

  • Total revenues of $21.7 million vs. $20.8 million
  • Net income attributable to BBX Capital of $1.0 million vs. Net income attributable to BBX Capital of $1.4 million
  • Diluted earnings per share of $0.06 vs. $0.08
  • Book value per share of $19.30 vs. $19.16
  • Total assets of $385.5 million vs. $416.9 million
  • BB&T Corporation's preferred interest in Florida Asset Resolution Group, LLC ("FAR") was $6.1 million vs. $54.5 million
  • Real estate holdings were $123.1 million vs. $141.9 million
  • Loans receivable were $26.6 million vs. $59.6 million
  • Loans held-for-sale were $32.1 million vs. $50.7 million

On May 6, 2015, BBX Capital paid in full and thereby redeemed BB&T Corporation's preferred interest in FAR. As a result, BBX Capital now owns 100% of FAR.

More complete and detailed information regarding BBX Capital and its financial results, business, operations and risks, is available in the BBX Capital's earnings press release for the quarter ended March 31, 2015, and is attached hereto, BBX Capital's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and its BBX Capital's Annual Report on Form 10-K for the year ended December 31, 2014, which is available to view on the SEC's website, www.sec.gov, or on BBX Capital's website, www.BBXCapital.com.

For more detailed information regarding BFC and its financial results, business, operations and risks, please see BFC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and BFC's Annual Report on Form 10-K for the year ended December 31, 2014, which is available on the SEC's website, www.sec.gov and 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 81% ownership interest in BBX Capital Corporation (NYSE: BBX) and its indirect ownership interest in Bluegreen Corporation. Bluegreen is a wholly owned subsidiary of Woodbridge Holdings, LLC. BFC owns a 54% equity interest in Woodbridge. BBX Capital owns the remaining 46% equity interest in Woodbridge. As of March 31, 2015, BFC had total consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $256.6 million, and total consolidated equity of approximately $454.3 million. BFC's book value per share at March 31, 2015 was $3.08. 

About Bluegreen Corporation:
Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation is a sales, marketing and resort management company, focused on the vacation ownership industry. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 65 owned or managed resorts, and access to more than 4,500 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based service resort management services, financial services, and sales and marketing services on behalf of third parties.

About BBX Capital Corporation:  
BBX Capital (NYSE: BBX) is involved in the acquisition, ownership, management of, and investments in, real estate, real estate development projects and middle market operating businesses. In addition, BBX Capital owns a 46% equity interest in Woodbridge, which owns 100% of Bluegreen. As of March 31, 2015, BBX Capital had total consolidated assets of $385.5 million, and shareholders' equity of $312.2 million. BBX Capital's book value per share was $19.30 at March 31, 2015 versus $19.16 at March 31, 2014.

For further information, please visit our family of companies:
BFC Financial Corporation: www.BFCFinancial.com
Bluegreen Corp.: www.BluegreenVacations.com
BBX Capital: www.BBXCapital.com
BBX Sweet Holdings: www.BBXSweetHoldings.com
Renin Corp.: www.ReninCorp.com
RoboVault: www.RoboVault.com

This press release contains forward-looking statements based largely on current expectations of BFC or its subsidiaries 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 current 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 vacation ownership industry 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. Risks and uncertainties include, without limitation, 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 performance of entities in which BFC and BBX Capital have 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; the risks relating to BFC's goal of transitioning into a business platform with diverse activities, including that such goal may not be achieved when anticipated or at all, the risk that BFC may not achieve growth through its operating businesses or real estate opportunities to the extent anticipated or at all, the risks relating to the monetization of BBX Capital's legacy portfolio, the risk that the expected benefits to BFC from the Tender Offer may not be realized or maintained in the future, 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 adverse jury verdict in the action brought by the SEC against BBX Capital and its Chairman, who also serves as BFC's Chairman, risks relating to civil fines, claims for reimbursement by insurers, and reputational risks and risks relating to the potential loss of the services of BFC's Chairman; the risk that Bluegreen's marketing expenses will continue to increase, particularly if Bluegreen's marketing efforts focus primarily on sales to new customers rather than sales to existing owners and if Bluegreen continues to utilize the new marketing program, that 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; Bluegreen may not be successful in increasing or expanding its capital-light business activities 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, and the risk that 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. In addition, with respect to BBX Capital, the risks and uncertainties include risks relating to the real estate market and real estate development, including risks associated with obtaining zoning and entitlements, the risk that joint venture partners may not fulfill their obligations and the projects may not be developed as anticipated or be profitable, and pending contracts may not be completed on the terms provided in the contract or at all; risks relating to acquisitions of operating businesses, including integration risks, and the other risks and uncertainties described in BBX Capital's earnings press release for the quarter ended March 31, 2015 and BBX Capital's Annual Report on Form 10-K for the year ended December 31, 2014, which are available to view on the SEC's website, www.sec.gov, and on BBX Capital's website, www.BBXCapital.com. Reference is also made to the risks and uncertainties detailed in reports filed by BFC with the SEC, including the "Risk Factors" section of BFC's Annual Report on Form 10-K for the year ended December 31, 2014, which may be viewed on the SEC's website at www.sec.gov and on BFC's website at www.BFCFinancial.com. BFC cautions that the foregoing factors are not exclusive. 

The following supplemental table represents BFC's Consolidated Statements of Financial Condition as of March 31, 2015 and December 31, 2014.

BFC Financial Corporation
Consolidated Statements of Financial Condition
(In thousands, except share data)
           
      March 31,   December 31,
      2015   2014
      (Unaudited)    
ASSETS          
Cash and interest bearing deposits in banks ($2,738 in 2015 and $4,993 in 2014 held by variable interest entities ("VIEs"))  
$

253,158
 
279,437
Restricted cash ($41,172 in 2015 and $31,554 in 2014 held by VIEs)     73,029   54,620
Loans held for sale (held by VIEs)     32,072   35,423
Loans receivable, net of allowance for loan losses of $381 in 2015 and $977 in 2014 (including $18,740, net of $381 allowance in 2015 and $18,972, net of $977 allowance in 2014 held by VIEs)    

26,582
 

26,844
Notes receivable, including net securitized notes held by VIEs of $301,430 in 2015 and $293,950 in 2014, net of allowance of $100,851 in 2015 and $102,566 in 2014    
 410,904
 
424,267
Inventory     219,185   209,893
Real Estate held for investment ($19,346 in 2015 and $19,156 in 2014 held by VIEs)     83,335   75,590
Real estate held for sale ($13,059 in 2015 and $13,745 in 2014 held by VIEs)     39,763   41,733
Investments in unconsolidated real estate joint ventures     15,807   16,065
Properties and equipment, net ($8,439 in 2015 and $8,350 in 2014 held by VIEs)     89,521   90,013
Goodwill and intangible assets, net     77,809   79,730
Other assets ($1,512 in 2015 and $1,017 in 2014 held by VIEs)     97,440   77,681
  Total assets   $ 1,418,605   1,411,296
           
           
LIABILITIES AND EQUITY          
Liabilities:          
BB&T preferred interest in FAR, LLC (held by VIEs)   $ 6,132   12,348
Receivable-backed notes payable - recourse     61,780   92,129
Receivable-backed notes payable - non-recourse (held by VIEs)     360,824   320,275
Notes and mortgage notes payable and other borrowings     98,154   107,984
Junior subordinated debentures     150,675   150,038
Deferred income taxes     101,216   92,609
Shares subject to mandatory redemption     12,807   12,714
Other liabilities ($12,344 in 2015 and $12,602 in 2014 held by VIEs)     172,721   176,493
  Total liabilities   $ 964,309   964,590
           
Equity:          
Class A common stock of $.01 par value, authorized 150,000,000 shares; issued and outstanding 73,282,734 in 2015 and 73,307,012 in 2014  
$

733
 
733
Class B common stock of $.01 par value, authorized 20,000,000 shares; issued and outstanding 10,132,184 in 2015 and 10,168,105 in 2014    
101
 
102
Additional paid-in capital     143,761   142,058
Accumulated earnings     111,546   109,660
Accumulated other comprehensive income     420   353
  Total BFC Financial Corporation ("BFC") equity     256,561   252,906
  Noncontrolling interests     197,735   193,800
  Total equity     454,296   446,706
  Total liabilities and equity   $ 1,418,605   1,411,296

The following supplemental table represents BFC's Consolidating Statement of Operations for the three months ended March 31, 2015.

 
BFC Financial Corporation
Consolidating Statement of Operations - Unaudited
(In thousands)
 
      Bluegreen   BBX   Unallocated Amounts and Eliminations   Total
Revenues                  
    Sales of VOIs   $ 53,182   -   -   53,182
    Sales, other     -   19,535   -   19,535
    Interest income     18,895   818   (147)   19,566
    Fee-based sales commission     32,600   -   -   32,600
    Other fee-based services revenue     23,753   -   -   23,753
    Other revenue     -   1,356   (99)   1,257
Total revenues     128,430   21,709   (246)   149,893
                   
Costs and Expenses                  
    Cost of sales of VOIs     4,866   -   -   4,866
    Cost of sales, other     -   13,835   -   13,835
    Cost of other fee-based services     14,801   -   -   14,801
    Interest expense     9,440   193   1,023   10,656
    Recoveries from loan losses     -   (3,821)   -   (3,821)
    Recoveries on asset     -   (1,063)   -   (1,063)
    Selling, general and administrative expenses     75,558   17,184   5,040   97,782
Total costs and expenses     104,665   26,328   6,063   137,056
                   
  Equity in earnings (loss) from unconsolidated affiliates     -   5,499   (5,803)   (304)
  Other income     891   -   357   1,248
Income (loss) from continuing operations before income taxes     24,656   880   (11,755)   13,781
Provision for income taxes     8,606   3   -   8,609
Net income (loss)     16,050   877   (11,755)   5,172
Less: Net income (loss) attributable to noncontrolling interests     2,786   (157)   657   3,286
Net income (loss) attributable to BFC   $ 13,264   1,034   (12,412)   1,886

The following supplemental table represents BFC's Consolidating Statement of Operations for the three months ended March 31, 2014.

       
      BFC Financial Corporation
      Consolidating Statement of Operations - Unaudited
      (In thousands)
       
      Bluegreen   BBX   Unallocated Amounts and Eliminations   Total
Revenues                  
    Sales of VOIs   $ 60,244   -   -   60,244
    Sales, other     -   16,555   -   16,555
    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
    Other revenue     -   2,485   (115)   2,370
Total revenues     129,920   20,816   (326)   150,410
                   
Costs and Expenses                  
    Cost of sales of VOIs     7,048   -   -   7,048
    Cost of sales, other     -   12,101   -   12,101
    Cost of other fee-based services     13,551   -   -   13,551
    Interest expense     11,050   827   800   12,677
    Recoveries from loan losses     -   (1,248)   -   (1,248)
    Asset impairments     -   1,319   -   1,319
    Selling, general and administrative expenses     72,477   13,620   4,243   90,340
Total costs and expenses     104,126   26,619   5,043   135,788
                   
  Equity in earnings (loss) from unconsolidated affiliates     -   6,216   (6,222)   (6)
  Other income     439   -   241   680
Income (loss) from continuing operations before income taxes     26,233   413   (11,350)   15,296
Provision (benefit) for income taxes     9,117   -   (363)   8,754
Net income (loss)     17,116   413   (10,987)   6,542
Less: Net income (loss) attributable to noncontrolling interests     2,958   (67)   515   3,406
Net income (loss) attributable to BFC   $ 14,158   480   (11,502)   3,136
                   

As previously described, BFC's principal holdings include a 81% ownership interest in BBX Capital Corporation. Additional information regarding BBX Capital can be found in BBX Capital's earnings press release for the quarter ended March 31, 2015, and is attached hereto, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and its Annual Report on Form 10-K for the year ended December 31, 2014, which are available to view on the SEC's website, www.sec.gov, and on BBX Capital's website, www.BBXCapital.com.

BBX Capital Corporation Reports Financial Results
For the First Quarter, 2015

FORT LAUDERDALE, Florida -- May 11, 2015 -- BBX Capital Corporation ("BBX Capital," and/or the "Company") (NYSE: BBX) reported financial results for the three months ended March 31, 2015.

First Quarter 2015:
BBX Capital reported net income of $0.9 million, or $0.06 per diluted share, for the quarter ended March 31, 2015, versus net income of $1.3 million, or $0.08 per diluted share, for the quarter ended March 31, 2014.

As of March 31, 2015, BBX Capital had consolidated total assets of $385.5 million, and shareholders' equity of $312.2 million. BBX Capital's book value per share was $19.30 at March 31, 2015, versus $19.16 at March 31, 2014.

BBX Capital's Chairman and Chief Executive Officer, Mr. Alan B. Levan, commented, "We are pleased with the overall progress of our company during the quarter. Our results reflect the pursuit of our broader goal of transitioning into a business with diverse cash flow streams and a focus on long term growth through our operating businesses and real estate opportunities, while monetizing our legacy portfolios."

Overview and Highlights:

BBX Capital Selected Financial Data (Consolidated)
First Quarter, 2015 Compared to First Quarter, 2014

  • Total revenues of $21.7 million vs. $20.8 million
  • Net Income attributable to BBX Capital of $1.0 million vs. Net income attributable to BBX Capital of $1.4 million
  • Diluted earnings per share of $0.06 vs. $0.08
  • Book value per share of $19.30 vs. $19.16
  • Total assets of $385.5 million vs. $416.9 million
  • BB&T's preferred interest in FAR was $6.1 million vs. $54.5 million
  • Real estate holdings were $123.1 million vs. $141.9 million
  • Loans receivable were $26.6 million vs. $59.6 million
  • Loans held-for-sale were $32.1 million vs. $50.7 million

As previously announced, on April 30, 2015, BFC Financial Corporation ("BFC") (OTCQB: BFCF) completed a tender offer to purchase 4,771,221 shares of BBX Capital's Class A Common Stock at a cash purchase price of $20.00 per share for an aggregate purchase price of approximately $95.4 million. Prior to the tender offer, BFC owned approximately 51% of the issued and outstanding shares of BBX Capital's Class A Common Stock and all of the issued and outstanding shares of BBX Capital's Class B Common Stock. Collectively, those shares represented an approximate 51% equity interest and 74% voting interest in BBX Capital. As a result of the tender offer, BFC now owns approximately 81% of the issued and outstanding shares of BBX Capital's Class A Common Stock, which together with the shares of BBX Capital's Class B Common Stock owned by BFC, represent an approximately 81% equity interest and 90% voting interest in BBX Capital.

The following provides financial and other information regarding our assets, including our real estate joint ventures, our BankAtlantic legacy portfolio of loans and foreclosed real estate, acquired operating businesses, and our investment in Bluegreen.

BBX Capital Real Estate
Real Estate Investments and Acquisitions

BankAtlantic Legacy Assets - Loans and Real Estate:

On May 6, 2015, BBX Capital repaid the remaining balance of $6.1 million of BB&T Corporation's preferred membership interest in Florida Asset Resolution Group, LLC ("FAR"). As a result, BBX Capital is now the sole owner of FAR, which held assets of approximately $94.8 million as of March 31, 2015. FAR was formed in connection with the 2012 sale of BankAtlantic to BB&T when BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and foreclosed real estate with a carrying value of approximately $346 million as of July 31, 2012 and $50 million of cash. 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 which BB&T Corporation held until it had recovered an aggregate $285 million in preference amount plus a priority return of LIBOR + 200 basis points per annum on any unpaid preference amount. As a result of the repayment of its preferred membership interest, BB&T Corporation's interest in FAR has been fully redeemed, and FAR is now wholly-owned by the Company. (Detailed information and financial tables relating to CAM and BBX Partner Loans, CAM and BBX Partners Real Estate, FAR LOANS, and FAR Real Estate are attached to this release.)

Recent Announcements by BBX Capital Real Estate:

On April 21, 2015, we announced that we had entered into contracts with a third party developer to sell two North Flagler properties located in West Palm Beach, Florida consisting of two land parcels: a 4.5 acre tract overlooking the Intracoastal Waterway in West Palm Beach, Florida owned by a joint venture in which we own a significant majority interest and a 2.7 acre parcel owned by the Company. The contracts are subject to due diligence of the buyer who may terminate the contracts at any time prior to May 11, 2015 without any financial obligation to the joint venture or the Company.

On April 28, 2015, we announced that our joint venture with CC Homes, a Codina-Carr Company, had received an additional $34.8 million in funding from Florida Community Bank to begin development of the Bonterra community in Hialeah, Florida, located in Miami-Dade County. Florida Community Bank has provided the joint venture with a construction and acquisition loan that now totals approximately $43 million to develop the property. More complete and detailed information regarding the BBX Capital Real Estate joint venture with CC Homes, a Codina-Carr Company, as well as the Bonterra master-planned community, is provided in the Appendix which is attached to this release.

BBX Capital Partners
Investments and Acquisitions of Operating Companies during the Quarter

BBX Sweet Holdings: 

In April 2015, BBX Sweet Holdings, a wholly-owned subsidiary of BBX Capital, acquired the assets of Kencraft Confections, headquartered in American Fork, just outside of Salt Lake City, Utah. More complete and detailed information regarding Kencraft Confections is provided in the Appendix which is attached to this release.

More complete and detailed information regarding the holdings under BBX Capital Partners and BBX Sweet Holdings is provided in the Appendix which is available to view at the end of this release.

Bluegreen Corporation

Bluegreen is a sales, marketing and resort management company, focused on the vacation ownership industry. As previously indicated, Bluegreen is a wholly owned subsidiary of Woodbridge ("Woodbridge"). BBX Capital owns a 46% interest in Woodbridge Holdings, LLC and 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").

For the quarter ended March 31, 2015, net income attributable to Woodbridge was $12.6 million, of which $13.3 million related to the operations of Bluegreen. BBX Capital recognized 46% of the net income attributable to Woodbridge, or $5.8 million, for the quarter ended March 31, 2015. 

Bluegreen Selected Financial Data
First Quarter, 2015 Compared to First Quarter, 2014

  • System-wide sales of Vacation Ownership Interests ("VOIs") were $109.2 million vs. $109.9 million
  • Included in the above were sales of VOIs under Bluegreen's "capital-light" business strategy(1), which were $64.4 million vs. $66.8 million
  • Other fee-based services profits rose 6% to $11.3 million from $10.7 million
  • Net income was $16.1 million vs. $17.1 million
  • EBITDA was $30.8 million vs. $32.7 million (2)
(1) Bluegreen's sales of VOIs under its capital-light business strategy include sales of VOIs under fee-based sales and marketing arrangements, just-in-time inventory acquisition arrangements, and secondary market arrangements. Bluegreen enters into agreements with third party developers that allow Bluegreen to buy VOI inventory from time to time in close proximity to the timing of when Bluegreen intends to sell such VOIs and refers to this as "Just in Time" arrangements. Bluegreen also acquires VOI inventory from resorts' property owner associations ("POAs") and other third parties close to the time 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. Bluegreen refers to sales of inventory acquired through these arrangements as "Secondary Market Sales".
(2) See the supplemental tables included in this release for a reconciliation of EBITDA to net income.

Bluegreen Summary for the First Quarter, 2015

System-wide sales of VOIs include all sales of VOIs, regardless of whether Bluegreen or a third-party owned the VOI immediately prior to the sale. The sales of third-party owned VOIs are transacted as sales of timeshare interests in the Bluegreen Vacation Club through the same selling and marketing process Bluegreen uses to sell its VOI inventory. System-wide sales of VOIs were $109.2 million and $109.9 million during the 2015 first quarter and the 2014 first quarter, respectively. 

Included in system-wide sales are Fee-Based sales, Just-In-Time sales, Secondary Market sales and legacy sales. Fee-Based sales, Just-in-Time sales and Secondary Market sales are included in Bluegreen's "capital-light" business model. Bluegreen determines which VOIs are sold based on several factors, including the requirements of Fee-Based sales clients, debt service requirements and default resale requirements under term securitization and similar transactions. In addition, Bluegreen accounts for equity trade allowances granted to consumers by deducting them from the specific sale on which the allowance was granted. These factors can cause fluctuations in the amount of net sales by category from period to period. Sales by category are tracked based on which deeded VOI is conveyed in each transaction. Capital light sales represented 59% of Bluegreen's system-wide sales in the 2015 first quarter.

Selling and marketing expenses were 52% of system-wide sales during the 2015 first quarter as compared to 48% during the 2014 fourth quarter. The increase in selling and marketing expenses during the first quarter of 2015 compared to the first quarter of 2014 was a result of Bluegreen's focus on increasing marketing efforts to new prospects as opposed to existing owners, which resulted in higher costs per tour from new and expanding marketing channels. Sales to existing owners generally involve lower marketing expenses than sales to new prospects; however, a new program which contributed to owner sales has a slightly higher cost per tour as compared to historical owner sales tours. Bluegreen expects to continue to increase its focus on sales to new prospects as well as the new program for owner sales and, as a result, sales and marketing expenses generally and as a percentage of sales may increase.

Other Fee-Based Services pre-tax profits, which are primarily generated from providing resort and club management services as well as title services, increased 6% to $11.3 million from $10.7 million. As of March 31, 2015 and 2014, Bluegreen managed 48 and 47 timeshare resort properties and hotels, respectively. 

As a result of the above, Bluegreen's net income was $16.1 million in the 2015 first quarter as compared to $17.1 million in the 2014 first quarter.

In the 2015 first quarter Bluegreen completed a securitization involving the issuance of $117.8 million of investment-grade rated securities. The issuance was completed through BXG Receivables Note Trust 2015-A and was comprised of $89.4 million of A rated vacation ownership loan backed notes and $28.4 million of BBB-/BBB rated vacation ownership loan backed notes. The notes have interest rates of 2.88% and 3.47% respectively, for an overall weighted average interest rate of 3.02%. The gross advance rate for this transaction was 94.25%. A portion of the proceeds received to date from the securitization were used to repay balances outstanding under certain of Bluegreen's receivable-backed notes payable, with the remaining proceeds expected to be used for general corporate purposes.

Please see the supplemental tables included in this release for detailed information on Bluegreen's System-wide sales of VOIs and a reconciliation of Net income to EBITDA.

Financial data for BBX Capital Corporation, Woodbridge Holdings, LLC and Bluegreen Corporation is provided in the supplemental financial tables included in this release.

More complete and detailed information regarding BBX Capital and its financial results, business, operations and risks, is available in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and its Annual Report on Form 10-K for the year ended December 31, 2014, which are available to view on the SEC's website, www.sec.gov, or on BBX Capital's website, www.BBXCapital.com.

For more detailed information regarding Bluegreen and its financial results, business, operations and risks, please see BFC's financial results press release for the quarter ended March 31, 2015, BFC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and BFC's Annual Report on Form 10-K for the year ended December 31, 2014, which are available on the SEC's website, www.sec.gov and/or BFC's website, www.BFCFinancial.com.

About BBX Capital Corporation:
BBX Capital (NYSE: BBX) is involved in the acquisition, ownership and management of joint ventures and investments in real estate and real estate development projects, as well as acquisitions, investments and management of middle market operating businesses. In addition, BBX Capital and its controlling shareholder, BFC Financial Corporation (OTCQB: BFCF), have a 46% and 54% respective ownership interest in Bluegreen Corporation. As a result of their ownership interests, BBX Capital and BFC together own 100% of 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 65 owned or managed resorts, and access to more than 4,500 resorts worldwide. As of March 31, 2015, BBX Capital had total consolidated assets of $385.5 million, shareholders' equity attributable to BBX Capital of approximately $312.2 million, and total consolidated equity of approximately $313.5 million. BBX Capital's book value per share at March 31, 2015 was $19.30.

For further information, please visit our family of companies:
BBX Capital: www.BBXCapital.com
Bluegreen Corp.: www.BluegreenVacations.com
BBX Sweet Holdings: www.BBXSweetHoldings.com
Renin Corp.: www.ReninCorp.com
RoboVault: www.RoboVault.com
BFC Financial Corporation: www.BFCFinancial.com

About BFC Financial Corporation :
BFC (OTCQB: BFCF)(OTCQB: BFCFB) is a holding company whose principal holdings include a 81% 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 65 owned or managed resorts, and access to more than 4,500 resorts worldwide. As of March 31, 2015, BFC had total consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $256.6 million, and total consolidated equity of approximately $454.3 million. BFC's book value per share at March 31, 2015 was $3.08. 

About Bluegreen Corporation:
Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation ("Bluegreen Vacations") is a sales, marketing and resort management company, focused on the vacation ownership industry and pursuing a capital-light business strategy. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 65 owned or managed resorts, and access to more than 4,500 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based service resort management, financial services, and sales and marketing on behalf of third parties. For more information, visit www.BluegreenVacations.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 high unemployment rates on our business generally, the value of our assets, the ability of our borrowers to service their obligations and the value of collateral securing 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 and the risks associated with the adverse verdict in that matter, including the risks relating to the financial fine, a claim for reimbursement of insurance coverage advances, the risk of loss of Mr. Levan's services as CEO and reputational risk; 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 its acquisition of Renin Corp., and its acquisitions by BBX Sweet Holdings in the candy and confections industry. 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 or expose us to risks associated with real estate development activities, including risks associated with obtaining zoning and entitlements, the risk that our joint venture partners may not fulfill their obligations, and the risk that the projects will not be developed as anticipated or be profitable. Additionally, pending contracts to sell real estate entered into by the Company or its joint ventures may not be completed on the terms provided in the contract, or at all. The Company's investment in Woodbridge, which owns Bluegreen Corporation, exposes the Company to risks of Bluegreen's business and its ability to pay dividends to Woodbridge, and risks inherent in the time-share industry, which risks are identified in BFC's Annual Report on Form 10-K filed on March 16, 2015 with the SEC and available on the SEC's website, www.sec.gov. BBX Sweet Holdings acquisitions and the Company's acquisition of Renin Corp. exposes us to the risks of their respective businesses, which includes the amount and terms of indebtedness associated with the acquisitions which may impact our financial condition and results of operations and limit our activities; the failure of the companies to meet financial covenants and that BBX Capital may be required to make further capital contributions or advances to the acquired companies; 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. Further, Renin's operations expose us to foreign currency exchange risk of the U.S. dollar compared to the Canadian dollar and Great Britain Pound. 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, which are available in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and its Annual Report on Form 10-K for the year ended December 31, 2014, which may be viewed on the SEC's website, www.sec.gov, or on BBX Capital's website, www.BBXCapital.com. BBX Capital 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)     2015   2014
ASSETS          
Cash and interest bearing deposits in banks ($2,738 and $4,993 in Variable Interest Entities ("VIEs"))   $ 39,952   58,819
Restricted cash and time deposits at financial institutions ($250 and $0 in VIEs)     2,645   -
Loans held-for-sale ($32,072 and $35,423 in VIEs)     32,072   35,423
Loans receivable, net of allowance for loan losses of $381 and $977 ($18,740 and $18,972, net of allowance of $381 and $977 in VIEs)     26,582   26,844
Trade receivables, net of allowance for bad debts of $101 and $148     12,264   13,416
Real estate held-for-investment ($19,346 and $19,156 in VIEs)     83,335   75,590
Real estate held-for-sale ($13,059 and $13,745 in VIEs)     39,763   41,733
Investment in unconsolidated real estate joint ventures     15,807   16,065
Investment in Woodbridge Holdings, LLC     78,829   73,026
Properties and equipment, net ($8,439 and $8,350 in VIEs)     17,542   17,679
Inventories     15,228   14,505
Goodwill and other intangible assets, net     15,660   15,817
Other assets ($1,512 and $1,017 in VIEs)     5,848   4,019
  Total assets   $ 385,527   392,936
LIABILITIES AND EQUITY          
Liabilities:          
BB&T preferred interest in FAR, LLC ($6,132 and $12,348 in VIEs)   $ 6,132   12,348
Notes payable to related parties     11,750   11,750
Notes payable     17,158   17,923
Principal and interest advances on residential loans ($11,364 and $11,171 in VIEs)     11,364   11,171
Other liabilities ($980 and $1,431 in VIEs)     25,604   28,464
  Total liabilities     72,008   81,656
           
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 15,977,322 and 15,977,322 shares    
160
 
160
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     349,168   347,937
Accumulated deficit     (37,362)   (38,396)
Accumulated other comprehensive income     191   85
Total BBX Capital Corporation shareholders' equity     312,159   309,788
Noncontrolling interest     1,360   1,492
Total equity     313,519   311,280
  Total liabilities and equity   $ 385,527   392,936
           
 
 
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)   2015     2014  
Revenues:              
Trade sales   $ 19,535     16,555  
Interest income     818     1,776  
Net gains (losses) on the sales of assets     2     (49 )
Income from real estate operations     926     1,493  
Other     428     1,041  
  Total revenues     21,709     20,816  
Costs and expenses:              
Cost of goods sold     13,835     12,101  
BB&T's priority return in FAR distributions     54     331  
Interest expense     139     496  
Real estate operating expenses     1,180     1,553  
Selling, general and administrative expenses     15,535     10,882  
  Total costs and expenses     30,743     25,363  
Equity earnings in Woodbridge Holdings, LLC     5,803     6,222  
Equity losses in unconsolidated real estate joint ventures     (304 )   (6 )
Foreign currency exchange loss     (469 )   (307 )
Recoveries from loan losses     3,821     1,248  
Asset recoveries (impairments), net     1,063     (1,319 )
Income before income taxes     880     1,291  
Provision for income taxes     3     -  
Net income     877     1,291  
Less: net loss attributable to non-controlling interest     157     67  
Net income attributable to BBX Capital Corporation   $ 1,034     1,358  
Basic earnings per share   $ 0.06     0.08  
Diluted earnings per share   $ 0.06     0.08  
Basic weighted average number of common shares outstanding     16,172,389     15,985,772  
Diluted weighted average number of common and common equivalent shares outstanding     16,725,344     16,698,628  
               

CAM and BBX Partners Loans: The composition of the BBX reportable segment's legacy loans was (in thousands): 

         
    As of March 31, 2015   As of December 31, 2014
 
 
Loans held-for-investment:
   
 
Number
   
 
 
Unpaid
Principal
Balance
   
Carrying
Amount
   
 
Number
  Unpaid
Principal
Balance
   
Carrying
Amount
Loans receivable:                          
Commercial non-real estate:                          
Accruing   -   $ -   -   -   -   -
Non-accruing   2     3,043   1,308   2   3,061   1,326
Commercial real estate:                          
Accruing   1     2,101   2,101   1   2,112   2,112
Non-accruing   2     12,944   4,433   2   12,944   4,433
Total loans held-for-investment   5   $ 18,088   7,842   5   18,117   7,871

CAM and BBX Partners Real Estate: The composition of the BBX reportable segment's legacy real estate was (in thousands): 

         
    As of March 31, 2015   As of December 31, 2014
   
Number
    Carrying
Amount
 
Number
  Carrying
Amount
Real estate held-for-investment:                  
Land   20   $ 64,043   16   56,461
Rental properties   -     -   -   -
Other   1     789   1   789
Total real estate held-for-investment   21     64,832   17   57,250
                   
Real estate held-for-sale:                  
Land   12   $ 26,381   12   27,661
Rental properties   -     -   -   -
Residential single-family   2     322   2   327
Total real estate held-for-sale   14   $ 26,703   14   27,988

FAR Loans: The composition of FAR's legacy loans was (in thousands): 

         
    As of March 31, 2015   As of December 31, 2014


Loans held-for-investment:
 

Number
    Unpaid
Principal
Balance
 
Carrying
Amount
 

Number
  Unpaid
Principal
Balance
 
Carrying
Amount
Loans receivable:                          
Commercial non-real estate:                          
Accruing   -   $ -   -   -   -   -
Non-accruing   -     -   -   -   -   -
Commercial real estate:                          
Accruing   4     7,529   7,504   4   7,613   7,613
Non-accruing   4     13,522   10,031   5   17,601   10,031
Consumer                          
Accruing   2     89   89   3   316   316
Non-accruing   14     2,352   1,497   31   3,552   1,990
Residential:                          
Accruing   -     -   -   -   -   -
Non-accruing   -     -   -   -   -   -
Total loans held-for-investment   24   $ 23,492   19,121   43   29,082   19,950
Loans held-for-sale:                          
  Commercial real estate                          
Accruing   -   $ -   -   -   -   -
Non-accruing   -     -   -   -   -   -
  Consumer                          
Accruing   48     4,178   1,950   48   4,204   1,854
Non-accruing   6     1,132   518   7   1,172   497
  Residential                          
Accruing   12     2,065   2,017   11   1,921   1,854
Non-accruing   112     23,992   22,317   125   41,411   25,478
  Small business                          
Accruing   32     5,878   4,248   34   6,208   4,486
Non-accruing   5     1,459   1,022   7   1,971   1,254
Total loans held-for-sale   215   $ 38,704   32,072   232   56,887   35,423

FAR Real Estate: The composition of FAR's foreclosed real estate was (in thousands): 

         
    As of March 31, 2015   As of December 31, 2014
   
Number
    Carrying
Amount
 
Number
  Carrying
Amount
Real estate held-for-investment:                  
Land   2   $ 3,895   2   3,895
Rental properties   2     14,374   2   14,445
Other   1     234   -   -
Total real estate held-for-investment   5   $ 18,503   4   18,340
                   
Real estate held-for-sale:                  
Land   6   $ 5,165   6   5,844
Rental properties   1     1,748   1   1,748
Residential single-family   18     5,798   12   4,058
Other   12     349   13   2,095
Total real estate held-for-sale   37   $ 13,060   32   13,745
 
 
Bluegreen Corporation
Supplemental Financial Information - Unaudited
(Dollars in thousands)
 
      For the Three Months Ended March 31,
      2015     2014
      Amount   % of System-wide sales of VOIs, net (5)     Amount   % of System-wide sales of VOIs, net (5)
                     
Legacy VOI sales (1)   $ 44,881   41%   $ 43,087   39%
VOI sales-secondary market program     11,054   10%     13,664   13%
Sales of third-party VOIs-commission basis     48,965   45%     42,092   38%
Sales of third-party VOIs-just-in-time basis     4,331   4%     11,022   10%
System-wide sales of VOIs, net     109,231   100%     109,865   100%
Less: Sales of third-party VOIs-commission basis     (48,965)   -45%     (42,092)   -38%
Gross sales of VOIs     60,266   55%     67,773   62%
Estimated uncollectible VOI notes receivable (2)     (7,084)   -12%     (7,529)   -11%
Sales of VOIs     53,182   49%     60,244   55%
Cost of VOIs sold (3)     (4,866)   -9%     (7,048)   -12%
Gross profit (3)     48,316   91%     53,196   88%
Fee-based sales commission revenue (4)     32,600   67%     27,115   64%
Other fee-based services revenue     23,753   22%     21,925   20%
Cost of other fee-based services     (12,451)   -11%     (11,233)   -10%
Net carrying cost of VOI inventory     (2,350)   -2%     (2,318)   -2%
Selling and marketing expenses     (56,660)   -52%     (52,559)   -48%
General and administrative expenses     (18,898)   -17%     (19,918)   -18%
Net interest spread     9,455   9%     9,586   9%
Operating profit     23,765   22%     25,794   23%
Other income     891         439    
Income before income taxes     24,656         26,233    
Less: Provision for income taxes     8,606         9,117    
Net income     16,050         17,116    
Less: Net income attributable to noncontrolling interests     2,786         2,958    
Net income attributable to Bluegreen   $ 13,264       $ 14,158    
   
(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 sales, Fee-Based Sales, or Just-In-Time basis 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 which excludes sales of third-party VOIs - commission basis (and not of system-wide sales of VOIs).
(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).
(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).
(5) Unless otherwise indicated.
   
      BBX Capital Equity Earnings in Woodbridge - Unaudited
For the Three Months Ended
March 31,
(Dollars in thousands)     2015   2014
Net income attributable to Bluegreen   $ 13,264   14,158
Woodbridge parent only net loss     (649)   (632)
Net income attributable to Woodbridge     12,615   13,526
BBX Capital interest in Woodbridge     46%   46%
BBX Capital earnings in Woodbridge   $ 5,803   6,222

The following tables present Bluegreen's earnings before interest, taxes, depreciation and amortization ("EBITDA"), as more fully described below, for the three months ended March 31, 2015 and 2014, as well as a reconciliation of EBITDA to net income (in thousands):

       
      For the Three Months Ended
      March 31, 2015     March 31, 2014
Net income - Woodbridge   $ 15,401   $ 16,484
Loss from Woodbridge parent only     (649)     (632)
Net income - Bluegreen     16,050     17,116
  Add/(Less):            
  Interest income (other than interest earned on VOI notes receivable)     (65)     (290)
  Interest expense     9,440     11,050
  Interest expense on Receivable-Backed Debt     (5,577)     (6,124)
  Provision for Income and Franchise Taxes     8,677     9,190
  Depreciation and Amortization     2,228     1,801
EBITDA   $ 30,753   $ 32,743

EBITDA is defined as earnings, or net income, before taking into account 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 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 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. 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. 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
Consolidated Statement of Financial Condition - Unaudited
(In thousands)
                           
      As of March 31, 2015   As of December 31, 2014
     
Bluegreen
 
Woodbridge
  Consolidated
Woodbridge
 
Bluegreen
  Woodbridge
Parent only
  Consolidated
Woodbridge
ASSETS                          
Cash and cash equivalents   $ 186,120   123   186,243   185,169   638   185,807
Restricted cash     70,384   -   70,384   54,620   -   54,620
Notes receivable     410,904   -   410,904   424,267   -   424,267
Inventory     203,260   -   203,260   194,713   -   194,713
Properties and equipment, net     71,968   -   71,968   72,319   -   72,319
Intangible assets, net     62,149   -   62,149   63,913   -   63,913
Other assets     70,385   14,387   84,772   50,497   14,411   64,908
Total assets   $ 1,075,170   14,510   1,089,680   1,045,498   15,049   1,060,547
                           
                           
LIABILITIES AND EQUITY                          
Liabilities:                          
AP and other liabilities     92,578   768   93,346   88,546   658   89,204
Deferred income     24,270   -   24,270   25,057   -   25,057
Deferred income taxes     101,216   -   101,216   92,609   -   92,609
Receivable-backed notes payable - recourse     61,780   -   61,780   92,129   -   92,129
Receivable-backed notes payable - non-recourse     360,824   -   360,824   320,275   -   320,275
Notes and mortgage notes payable and other borrowings     80,996   -   80,996   90,061   -   90,061
Junior subordinated debentures     65,623   85,052   150,675   64,986   85,052   150,038
Total liabilities     787,287   85,820   873,107   773,663   85,710   859,373
Equity:                          
Total Woodbridge equity     241,845   (71,310)   170,535   228,583   (70,661)   157,922
Noncontrolling interests     46,038   -   46,038   43,252   -   43,252
Total equity     287,883   (71,310)   216,573   271,835   (70,661)   201,174
Total liabilities and equity   $ 1,075,170   14,510   1,089,680   1,045,498   15,049   1,060,547

Appendix:

BBX Capital Corporation and Subsidiaries

BBX Capital Real Estate: Real Estate Investments and Acquisitions

Our real estate activities, including the BankAtlantic legacy loan and foreclosed real estate portfolios, fall under the umbrella of our BBX Capital Real Estate Division. As previously announced, we are liquidating some legacy real estate and loans 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 currently actively engaged in real estate development and operating 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 following are rental operating properties held by FAR:

Villa San Michele: In January 2014, FAR acquired an 82-unit, 272 bed student housing project located in Tallahassee, Florida, through a contractual settlement with the borrower. Built in 2008, Villa San Michele is located in southwest Tallahassee near Tallahassee Community College. The project includes a mix of 3 bedroom and 4 bedroom 2-story townhomes, as well as a 10.6 acre parcel of vacant land. FAR has engaged a property management company specializing in student housing to manage the day to day operations and leasing of the property. Various common area improvements are planned for 2015, with the objective of repositioning the property and increasing occupancy. Villa San Michele had a carrying value of $6.1 million as of March 31, 2015. (Villa San Michele is included in the FAR Real Estate table.)

Eagle's Point: In September 2013, FAR acquired a 168-unit, 336 bed student housing project located adjacent to Tallahassee Community College in Tallahassee, Florida, through a contractual settlement with the borrower. The residential units at Eagle's Point consist of 2-story, 2 bedroom townhomes and 16 apartment units (32 beds). The 16 apartment units are uninhabitable due to extensive damage that occurred before FAR acquired the property. A property improvement plan is in place for 2015, which includes unit renovations, repairs to offline units, as well as selected upgrades to common areas. The unit renovations commenced during the first quarter of 2015. FAR has engaged a property management company specializing in student housing to manage the day to day operations and leasing of the property. Eagle's Point had a carrying value of $8.3 million as of March 31, 2015. (Eagle's Point is included in the FAR Real Estate table.)

RoboVault: In April 2013, FAR acquired through foreclosure, RoboVault, a 155,000 square foot high-tech, robotic self-storage facility, featuring climate controlled, and high security storage. Located in Fort Lauderdale, Florida, RoboVault offers its clients museum quality storage for business, forensic property, and personal prized possessions, including art, wine collections, cars, gems, antiques, important documents and files, and other collectibles. RoboVault's additional services include crating, handling, moving, and shipping and storage services for its clients throughout the United States and Europe. Built in 2009, the facility is wind resistant up to 200 mph (a category 5 hurricane), stores items 30 feet above sea level, uses a biometric robotic transfer system, and offers 24 hour - 7 day access. RoboVault had a carrying value of $8.4 million as of March 31, 2015. (RoboVault is included in "properties and equipment" in the Company's Consolidated Statement of Financial Condition.)

The following is a summary of BBX Capital Real Estate investments and joint ventures in real estate:

Altis at Lakeline: During the fourth quarter of 2014, BBX Capital Real Estate invested $5.0 million in a planned multi-family development by Altman Development ("Altman") - Altis at Lakeline. Located on an approximate 23 acre parcel in the northwest area of Austin, Texas, Altis at Lakeline is planned for 19, two and three story, residential apartment buildings with 354-unit apartment homes, 38 enclosed garages, and a clubhouse. Altis at Lakeline, a gated community, is planned to feature a mix of studio, one, two and three bedroom apartment homes. The community is also planned to include a private resort style 5,500 square foot clubhouse. Other planned amenities include a pool and spa, an outdoor activities pavilion with a sports bar and full demonstration kitchen, a full circuit fitness center, and kids' play 'n study area. After all investors receive a preferred return of 9% and all contributed capital is returned, the Company is entitled to receive 26.3% of any venture distributions until an 18% internal rate of return has been attained and thereafter the Company will be entitled to receive 18.8% of any venture distributions.

Bonterra - CC Homes: During the third quarter of 2014, the Company entered into a joint venture agreement with CC Homes- a Codina-Carr Company, to develop approximately 394 single-family homes in a portion of the newly proposed Bonterra Communities (formerly called the Hialeah Communities) in Hialeah, Florida. CC Homes serves as the developer and manager of the joint venture. The Company transferred approximately 50 acres of land at an agreed upon value of approximately $15.6 million subject to an $8.3 million mortgage which was assumed by the joint venture. In exchange, BBX Capital received its joint venture interest and $2.2 million of cash. Anticipated project profits resulting from the joint venture will be distributed to CC Homes and BBX Capital on a 55% and 45% basis, respectively. Any necessary additional capital for the joint venture is required to be contributed by CC Homes and the Company on a 43% and 57% basis, respectively. The project is in the final stages of planning and is subject to receipt of required government approvals. Construction is anticipated to commence in the second half of 2015. 

Bayview: In June 2014, the Company entered into a joint venture agreement with an affiliate of Procacci Development Corporation. The joint venture acquired for $8.0 million approximately three acres of real estate located at Bayview Drive and Sunrise Boulevard in Fort Lauderdale, Florida. The new joint venture entity, Sunrise and Bayview Partners, LLC, is a 50% - 50% joint venture between the Company and an affiliate of Procacci Development. The property is currently improved with an approximate 84,000 square foot office building along with a convenience store and gas station, and located minutes from the Fort Lauderdale beaches and directly across from the Galleria at Ft. Lauderdale. The office building has low occupancy with short term leases. The convenience store's lease ends in March 2017 with a five year extension option. We anticipate the property will be redeveloped into a mixed-use project at some point in the future.

Village at Victoria Park: Village at Victoria Park consists of approximately 2 acres of vacant land previously owned by the Company that is located near downtown Fort Lauderdale, Florida. 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% - 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 and subordinated to the acquisition, development and construction loan. The project commenced construction and sales during the third quarter of 2014. Closings are projected to begin during the fourth quarter of 2015.

Kendall Commons:   In March 2013, the Company sold land to Altman, a third party real estate developer, for net proceeds of $8.0 million. Altman is developing a multifamily rental community comprised of 12 three-story apartment buildings, one mixed-use building and one clubhouse totaling 321 apartment units. The Company has invested $1.3 million of cash in the project as one of a number of investors. The first five buildings have been completed with the balance of the buildings expected to be completed in 2015. After all members (including the Company) receive a preferred return of 10% and all contributed capital is returned, the Company is entitled to receive 13% of venture distributions until a 15% internal rate of return has been attained and thereafter the Company will be entitled to receive 9.75% of any venture distributions.

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. (Please 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 joint venture has entered into two separate contracts to sell an 80,000 square foot building and a 20,000 square foot building, subject to receiving the necessary entitlements and the potential purchasers' due diligence.

The following development projects involve real estate held-for investment, and are currently in the planning and/or construction stages.

Bonterra Communities: Bonterra Communities (formerly called Hialeah Communities) is a proposed master-planned community anticipated to be built on an approximate 128 acres of land. Once completed, Bonterra Communities is planned to have approximately 1,171 single-family homes, villas, town homes, and apartments, along with amenities including a clubhouse, fitness center, resort pool, parks, and a 15 acre lake. The Bonterra community site is currently in the final stages of master-planning and our plans continue to be subject to receipt of required governmental approvals. It is anticipated that the community will be divided into three parcels, which include: 

  1. As discussed in the Bonterra - CC Homes joint venture discussion above, an approximate 59 acre parcel to be developed with approximately 394 single-family homes by a joint venture between BBX Capital and CC Homes- a Codina-Carr Company.
  2. An approximate 14 acre parcel owned by BBX Capital, with a carrying value of $5.3 million as of March 31, 2015, to be developed with approximately 314 rental apartment units. BBX Capital Real Estate is currently seeking required entitlements and plans to partner with a third party developer to develop this parcel.
  3. An approximate 55 acre parcel owned by BBX Capital, with a carrying value of $17.1 million as of March 31, 2015, to be developed with approximately 463 additional single-family homes, villas and townhomes. The Company has a contract to sell this parcel, subject to the receipt of entitlements currently being sought by the purchaser and due diligence.

North Flagler (JRG/BBX Development, LLC): 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. During 2015, the zoning district surrounding this property was changed to permit up to 15 stories in building height from 4 stories in building height. The Company believes this change in the height restrictions will significantly increase the value of the joint venture's 4.5 acre parcel based on the expectation that the City of West Palm Beach will allow the same increased building height on the joint venture's 4.5 acre parcel. The Company is entitled to receive 80% of any joint venture distributions until it recovers its capital investment and thereafter will be entitled to receive 70% of any joint venture distributions. 

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 with JRG USA. 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, 2015. We believe that the fair value of this parcel increased as a result of the municipality's approval of the zoning changes referenced in the preceding paragraph which apply to this parcel.

Gardens at Millenia: Gardens at Millenia consists of approximately 86 acres of land, including a 47 acre lake, located near the Mall at Millenia in a commercial center in Orlando, Florida with a carrying value of $16.5 million as of March 31, 2015. The Company completed permitting and is currently developing the property to reclaim approximately 15 acres of the lake as additional developable property for a total of 54 developable acres. The proposed plans for the 54 developable acres include a 460,000 square foot retail shopping center with multiple big-box and in-line tenants as well as two outparcel retail pads. An agreement to sell a portion of the land to a big-box retailer was entered into but remains subject to the buyer's due diligence. The Company is finalizing negotiations with a potential retail joint venture partner to develop approximately 13.4 acres of the site. Current plans for approximately 11.8 acres of this site include nine retail apartment buildings totaling approximately 292 units, a clubhouse, lakeside pavilion, lakeside running trail, and a dog park. The Company is negotiating with a potential joint venture partner to develop the 11.8 acre parcel.

PGA Place: In the fourth quarter of 2014, the Company sold the 33,000 square foot office building it owned in PGA Place for $6.6 million. The Company continues to own land located in the newly named PGA Place, in the city of Palm Beach Gardens, Florida, with carrying values aggregating $8.3 million as of March 31, 2015. The property held by the PGA Design Center Holdings joint venture described above is adjacent to this property. We believe this property presents a variety of development opportunities, some of which are currently in the planning stages and remain subject to receipt of government approvals. The Company is currently seeking governmental approvals for a 126 room limited-service suite hotel, a 5,000 square foot freestanding restaurant and approximately 180,000 square feet of office buildings on vacant tracts of land.

BBX Capital Partners: Investments and Acquisitions of Operating Companies

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 assets 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 consistent cash flows and earnings over time. In addition to the Company's investment in Bluegreen Corporation, the following is a summary of the Company's additional acquisitions of and investments in operating businesses.

Renin Holdings: In October 2013, Renin Holdings, LLC ("Renin"), a 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 manufactures and sells 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 reported revenues of approximately $13.5 million compared with $13.8 million during the three month periods ended March 31, 2015 and March 31, 2014, respectively.

BBX Sweet Holdings: BBX Sweet Holdings, a wholly-owned subsidiary of BBX Capital which operates under the BBX Capital Partners Division, acquired Hoffman's Chocolates in December 2013, Williams & Bennett in January 2014, California based Jer's Chocolates and Helen Grace Chocolates in July 2014, and Anastasia Confections and The Toffee Box during the fourth quarter of 2014. In April of 2015, BBX Sweet Holdings acquired the assets of Kencraft Confections.

The following is a summary of investments in operating businesses by BBX Sweet Holdings:

  • Kencraft Confections: Kencraft Confections is headquartered in an approximate 40,000 square foot manufacturing facility in American Fork, just outside of Salt Lake City, Utah. Kencraft Confections is known for their made in the U.S.A. hard candies, all-natural lollipops, and personalized bulk icings. Since 1969, Kencraft has manufactured and built a branded line of hard candies including their Lollipops, Shaped Pops, personalized Lolli's and Lolli collections, bubblegum buddies, hard candy sticks and candy canes. 
  • Anastasia Confections, Inc.: Anastasia was established in 1984 and is headquartered in an 80,000 square foot production facility in Orlando, Florida. Anastasia has developed gourmet candy, coconut candy, chocolate gift products, and premium candy specifically for Florida tourists. Anastasia's growing line of products includes its creamy Coconut Patties, a full flavored variety of Coconut Patties, Salt Water Taffy, Chocolate Alligators (Choc-O-Gators), Coco Rhumbies, and Citrus Jelly candies. Its products are sold through various distribution channels including mainstream grocery chains, mass merchandisers, gift shops, theme parks, and other retailers in the U.S., Canada and the Caribbean.
  • The Toffee Box: Headquartered in Carlsbad near San Diego, California, The Toffee Box, with its award-winning handcrafted toffee, uses natural ingredients with no added preservatives. Its product line offers five varieties of toffee, including Dark Chocolate Almond, Mocha Hazelnut, Milk Chocolate Pecan, White Chocolate Macadamia Nut and individually wrapped Toffee Squares. Its products are sold through various distribution channels including mainstream grocery chains, mass merchandisers, gift shops, online and at specialty retailers across the U.S. The Toffee Box has been featured on the Martha Stewart Show and the Rachael Ray Show. 
  • Helen Grace Chocolates: Headquartered in Lynwood, California, Helen Grace Chocolates has been creating premium chocolate confections, chocolate bars, chocolate candies, and truffles for 70 years. For many years, Helen Grace Chocolates has helped schools and other organizations reach their fundraising goals through sales of their premium boxed chocolates, chocolate bars and other products, sold exclusively through the national fundraising programs of Innisbrook Wraps. As part of the transaction, Helen Grace will continue to be the exclusive provider of chocolate and chocolate gift items to Innisbrook.
  • Jer's Chocolates: Headquartered in Solana Beach near San Diego, California, Jer's Chocolates, with its Award Winning premier peanut butter chocolate products, has created a niche in the gourmet luxury chocolate market. With its core flavors of chocolate and natural peanut  butter, Jer's specialties include its gourmet peanut butter chocolate confections, which come in its patented "Double Grin" shaped assorted chocolate boxes, Peanut Butter Bars and Squares. Jer's corporate gift chocolate boxes and peanut butter chocolate gift boxes have been featured on the Home Shopping Network, QVC, The Food Network, and the Rachael Ray Show. Jer's Chocolates is available to customers through wholesale distribution channels in the U.S. and internationally, as well as through the Jer's Chocolates licensed retail location in the San Diego International Airport.
  • Williams & Bennett: Headquartered in Boynton Beach, Florida, Williams & Bennett is a Florida based manufacturer of quality chocolate products since 1992. 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. 
  • Hoffman's Chocolates: Headquartered in Lake Worth, Florida, Hoffman's Chocolates is a manufacturer of gourmet chocolates, with retail locations in Palm Beach County and Fort Lauderdale, Florida, and plans to open additional stores later this year. 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. 

BFC Financial Contact Info:
Investor Relations:
Leo Hinkley
Managing Director
954-940-4994
Email: LHinkley@BFCFinancial.com

Media Contact
Kip Hunter Marketing
954-765-1329
Aimee Adler / Jodi Goldstein
Email: aimee@kiphuntermarketing.com, jodi@kiphuntermarketing.com 

BBX Capital Contact Info:
Media Contact: 
Kip Hunter Marketing
954-765-1329
Aimee Adler / Jodi Goldstein
Email: aimee@kiphuntermarketing.comjodi@kiphuntermarketing.com 

Investor Relations: 
Leo Hinkley
Managing Director
954-940-5300 
Email: LHinkley@BBXCapital.com

Source: BFC Financial Corporation