Quarterly report pursuant to Section 13 or 15(d)

Note 7 - Investments in and Advances to Consolidated and Unconsolidated Variable Interest Entities

v3.23.1
Note 7 - Investments in and Advances to Consolidated and Unconsolidated Variable Interest Entities
3 Months Ended
Mar. 31, 2023
Notes to Financial Statements  
Equity Method Investments and Joint Ventures Disclosure [Text Block]

7. Investments in and Advances to Consolidated and Unconsolidated Variable Interest Entities

 

Consolidated Variable Interest Entities

 

Real Estate Joint Ventures Related to the Altman Companies

 

As described in Note 2, BBXRE acquired the remaining 50% interest in the Altman Companies from Mr. Altman on the Acquisition Date. Prior to the Acquisition Date, BBXRE invested with Mr. Altman in the managing member of real estate joint ventures sponsored by the Altman Companies. Pursuant to the operating agreements of the managing member entities, BBXRE and Mr. Altman share decision-making authority for all significant operating and financing decisions related to the managing member entities. The Company previously determined that these entities were VIEs and BBXRE was not the primary beneficiary, as the governance structure for these entities prevented any individual investor from exercising control over them. As a result, the Company accounted for its investments in the managing member of the real estate joint ventures sponsored by the Altman Companies using the equity method of accounting. 

 

As a result of the acquisition of the Altman Companies, the Company reevaluated whether BBXRE was the primary beneficiary of the managing members entities in which it had previously invested prior to the Acquisition Date and continued to hold such investments. In particular, while the governance structures related to these entities were not amended in connection with BBXRE’s acquisition of the Altman Companies and Mr. Altman retained his decision-making rights in these entities, the Company analyzed BBXRE’s ongoing arrangements with Mr. Altman, including his ongoing employment with the Altman Companies, which became a wholly-owned subsidiary on the Acquisition Date, and determined that BBXRE and Mr. Altman constituted a related party group under the accounting guidance for VIEs that collectively was the primary beneficiary of each of these entities. Accordingly, based on the Company’s analysis of the facts and circumstances, including BBXRE’s ownership of the Altman Companies, the Company determined that BBXRE was the primary beneficiary of the managing member entities as of the Acquisition Date as it was the member of the related party group whose activities were most closely associated with the entities. As a result, as of the Acquisition Date, the Company consolidated the managing member of the following real estate joint ventures: 

 

 

 

 

Altis Ludlam Trail

 

Altis Lake Willis Phase 1

 

Altis Lake Willis Phase 2

 

Altis Grand at Suncoast

 

Altis Blue Lake

 

Altis Santa Barbara

 

Altra Kendall

 

Further, due to the consolidation of the managing members of the above real estate joint ventures, the Company also evaluated the managing members' investments in each respective real estate joint venture to determine if such joint ventures are VIEs and, to the extent that such entities are VIEs, if the applicable managing member entity is the primary beneficiary of the underlying real estate joint venture. Based on an analysis of the structure of these ventures, including the respective operating agreements governing these entities and any relevant financial agreements, such as financing arrangements, the Company determined that, other than with respect to the Altra Kendall joint venture, the real estate joint ventures in which the managing member entities held investments are VIEs in which the managing member entities are not the primary beneficiary. The Company’s conclusion that the managing member entities are not the primary beneficiary of the applicable underlying real estate joint venture is primarily based on the determination that the managing members do not have the power to direct the activities of the underlying real estate joint ventures that most significantly affect their economic performance. Although the managing member is the operating manager of the underlying joint ventures, in certain joint ventures, the non-managing members have substantive participating rights in relation to all activities that most significantly impact the joint ventures’ economic performance. In other joint ventures, in addition to having substantive participating rights in relation to certain activities, the non-managing members also have control over certain activities that most significantly impact the entities’ economic performance. As a result, with respect to these real estate joint ventures, the Company consolidates the managing member entities, while the managing member entities account for their investments in the underlying real estate joint ventures under the equity method of accounting. However, with respect to the Altra Kendall joint venture, the Company determined that the venture is a VIE in which the managing member is the primary beneficiary, as the managing member of the Altra Kendall joint venture has the power to direct the activities of the joint venture that most significantly affect its economic performance and such power is not constrained by any kick-out or substantive participating rights held by the non-managing members. As a result, the Company consolidates the Altra Kendall joint venture.

 

In addition to the above real estate joint ventures, BBXRE and Mr. Altman had also previously formed ABBX Guaranty, LLC (“ABBX”), a joint venture established to provide guarantees on the indebtedness and construction cost overruns of development joint ventures sponsored by the Altman Companies. Under the terms of the operating agreement of ABBX, BBXRE and Mr. Altman will retain their respective 50% equity interests in the joint venture until such time that the joint venture is no longer providing guarantees related to development joint ventures originated prior to the Acquisition Date. At such time that ABBX is no longer providing guarantees related to such development joint ventures, it is expected that BBXRE will acquire Mr. Altman’s equity interest in ABBX based on his then outstanding capital in ABBX. Through the Acquisition Date, the Company previously determined that ABBX was a VIE in which BBXRE was not the primary beneficiary based on the fact that BBXRE and Mr. Altman share decision-making authority for all significant operating and financing decisions related to ABBX. As a result, the Company accounted for its investment in ABBX using the equity method of accounting. Similar to the above real estate joint ventures, as a result of the acquisition of the Altman Companies, BBXRE reevaluated its investment in ABBX and determined that BBXRE and Mr. Altman constituted a related party group under the accounting guidance for VIEs that collectively was the primary beneficiary of ABBX. Further, based on the BBXRE’s analysis of the facts and circumstances, BBXRE determined that it was the primary beneficiary of ABBX as of the Acquisition Date as it was the member of the related party group whose activities were most closely associated with ABBX. As a result, as of the Acquisition Date, the Company also consolidated ABBX. See Note 14 for additional information regarding ABBX’s guarantees.

 

As the managing members and ABBX are not businesses, the Company accounted for the consolidation of these VIEs by measuring and recognizing the assets and liabilities associated with the VIEs based upon the principles of the acquisition method of accounting. However, the Company did not recognize any goodwill related to such VIEs and instead recognized a gain based on the difference between (i) the fair values of the VIEs’ identifiable assets and liabilities and (ii) the aggregate of the fair value of any noncontrolling interests in such VIEs and the carrying amount of the Company’s previously held investments in such VIEs.

 

 

 

The following table summarizes the estimated provisional fair values of identifiable assets and liabilities of the consolidated VIEs and any noncontrolling interests in such VIEs as of the Acquisition Date (in thousands): 

 

 

   

January 31,

 
   

2023

 

Cash

  $ 19,083  

Restricted cash

    10,064  

Real estate

    24,410  

Investment in and advances to unconsolidated real estate joint ventures

    38,673  

Other assets

    818  

Total consolidated VIE assets

    93,048  

Accounts payable

    (2,365 )

Contract liabilities

    (228 )

Fair value of identifiable net assets

    90,455  

Fair value of noncontrolling interests

    61,017  

Fair value of net assets attributable to the Company

    29,438  

Carrying amount of previously held investments

    18,583  

Gain on the consolidation of VIEs

  $ 10,855  

 

The estimated fair values reported in the above table were estimated by the Company using available market information and applicable valuation methods. As considerable judgment is involved in estimates of fair value, the provisional fair values presented above are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value amounts.

 

Although these VIEs are not businesses, the Company is required to apply the recognition and measurement principles applicable to business combinations in its accounting for the consolidation of these VIEs. As a result, as management is still in the process of completing its valuation analyses related to the consolidation of these VIEs, the Company’s accounting for the consolidation of these VIEs is not complete as of the date of this report. Therefore, the amounts reported in the above table, including the gain recognized by the Company during the three months ended March 31, 2023, are provisional amounts that may be updated in subsequent periods to reflect the completion of the Company’s valuation analyses and any additional information obtained during the measurement period.

 

The following summarizes the Company’s methodologies for estimating the fair values of certain assets and liabilities and noncontrolling interests associated with the consolidation of the VIEs.

 

Real Estate

 

The estimated fair value of the real estate, which consists of land and construction in progress associated with Altra Kendall, was estimated primarily using the cost approach, as the land was recently acquired prior to the Acquisition Date and the construction in progress reflects recent improvements to the land since the acquisition.

 

Investment in Unconsolidated Real Estate Joint Ventures

 

The Company applied an income approach to estimate the fair value of the investments in unconsolidated real estate joint ventures owned by the VIEs as of the remeasurement date. As part of its estimates for each joint venture, the Company utilized an income capitalization approach to calculate the expected sales value of the multifamily apartment community under the development based on the expected stabilized net operating income of the community and an estimated market capitalization rate and then deducted, among other things, remaining development and construction costs, as well as downtime and lease-up costs, expected to be incurred between the remeasurement date and the expected sale date of the community, as well as any outstanding indebtedness on the community. To determine the value of the investment owned by the managing member, the Company then allocated the resulting value to the members of the applicable real estate joint venture through the application of an option pricing model to each tier of the profit-sharing arrangement contemplated in the operating agreement of such joint venture. The most significant assumptions used in the methodology to estimate the preliminary fair value of the investments in unconsolidated real estate joint ventures were the forecasted net operating income for the communities and the expected capitalization rates upon the sale of the communities, as well as the estimated volatility and option terms applied in the option pricing models. 

 

 

 

Guarantee Liabilities

 

As of the Acquisition Date, the Company assigned nominal values to the financial guarantees issued by ABBX as the Company believes that the estimated fair values of these guarantees is minimal at the current time based on various factors, including the collateral values securing the loans, the status of the applicable development projects, current expectations regarding the probability of payments being made pursuant to such guarantees, and the prior history of payments made on repayments guarantees issued by ABBX or affiliates of the Altman Companies that previously provided such guarantees.

 

Noncontrolling Interests

 

The estimated fair values of the noncontrolling interests in the VIEs, which included the equity interests in the VIEs owned by Mr. Altman, were primarily determined based on the application of the percentage of ownership in the applicable VIE to the estimated fair values of the net assets owned by the applicable VIE, which primarily included the real estate and investments in unconsolidated real estate joint ventures described above.

 

Altman Management, LLC 

 

Altman Management Company ("AMC"), which provides property management services to the owners of multifamily apartment communities pursuant to property management agreements, including affiliates of the Altman Companies and unrelated third parties, was previously a wholly-owned subsidiary of the Altman Companies. In March 2023, the Altman Companies amended and restated the operating agreement of AMC to admit RAM Partners, LLC ("RAM") as a joint venture partner and renamed the entity Altman Management, LLC. The Altman Companies continues to serve as the managing member of AMC, with any major decisions requiring the approval of both parties. However, once the parties have received all necessary consents related to the formation of the joint venture as required by various stakeholders, including certain lenders, equity investors, and regulatory agencies with jurisdiction, RAM will serve as the managing member of AMC, with any major decisions continuing to require the approval of both parties. Under the terms of the operating agreement, the parties will each be entitled to receive distributions of available cash of the joint venture based on a proscribed formula within the operating agreement, with the parties generally each receiving 50% of distributable cash after (i) RAM has received an amount equal to its initial contribution to AMC and (ii) each of the parties have thereafter received a return of any additional capital contributions subsequent to the formation of the joint venture. Further, pursuant to the terms of the agreement, each party has the right to terminate the joint venture arrangement at any time, which would result in RAM transferring its ownership interests in AMC back to the Altman Companies and result in the Altman Companies once again being the sole owner of AMC. However, if the Altman Companies exercises this right prior to the first anniversary of the formation of the joint venture, the Altman Companies will be required to pay a penalty up to $0.2 million. The Company evaluated the operating agreement of AMC and determined that AMC is a VIE due to its lack of sufficient equity to fund its operations. Further, the Company has also determined that the Altman Companies is the primarily beneficiary of AMC, as the Altman Companies is currently the managing member and, if RAM succeeds to the position of managing member of the joint venture, the Altman Companies has substantive kick-out rights related to RAM as the managing member due to its ability to remove RAM as a member from AMC without cause and without any significant barrier to exercising that right. As such, the Company will continue to include AMC in its consolidated financial statements as a consolidated VIE and recognize noncontrolling interest related to RAM’s equity interest in AMC

 

Summary of Financial Information Related to Consolidated Variable Interest Entities

 

The assets and liabilities of the Company's consolidated VIEs as of March 31, 2023 that are included in the Company’s consolidated statement of financial position are as follows (in thousands):

 

   

March 31,

 
   

2023

 

Cash

  $ 18,507  

Restricted cash

    10,128  

Real estate

    28,809  

Investment in and advances to unconsolidated real estate joint ventures

    39,014  

Other assets

    539  

Total assets

  $ 96,997  

Total liabilities

    2,835  

 

The assets in the above table can be used only to settle obligations of the respective VIE and have no recourse to the Company.  The Company's aggregate maximum loss exposure of consolidated VIE's is its equity investment amount as of March 31, 2023, including the guarantees provided by ABBX to Altman sponsored joint ventures for joint venture indebtedness and cost overruns.

 

 

 

Unconsolidated Variable Interest Entities

 

As of March 31, 2023, the Company had equity interests in and advances to unconsolidated real estate joint ventures involved in the development of multifamily rental apartment communities and single-family master planned for sale housing communities. As a result of the consolidation of the managing members of various real estate joint ventures sponsored by the Altman Companies, the Company’s unconsolidated real estate joint ventures as of March 31, 2023 reflect the managing members’ investments in the underlying real estate joint ventures for which the Company concluded that the managing members do not consolidate such underlying joint ventures, while the Company’s unconsolidated real estate joint ventures as of December 31, 2022 reflect only BBX Capital Real Estate’s investment in in such entities.

 

Investments in unconsolidated real estate joint ventures are accounted for as unconsolidated VIEs under the equity method of accounting.

 

The Company’s investments in and advances to unconsolidated real estate joint ventures consisted of the following (in thousands):

 

   

March 31,

           

December 31,

         
   

2023

   

Ownership (1)

   

2022

   

Ownership (1)

 

Altis Grand Central

  $ 687       1.49 %     687       1.49 %

Altis Ludlam Trail (2)

    20,332       48.13       12,216       33.30  

Altis Lake Willis Phase 1

    6,503       1.68       850       1.23  

Altis Lake Willis Phase 2

    2,360       5.10       601       3.50  

Altis Grand at Suncoast

    12,058       12.31       4,579       11.00  

Altis Blue Lake

    3,672       1.68       647       1.22  

Altis Santa Barbara

    6,033       5.10       433       3.50  

Altra Kendall (3)

                5,670       13.70  

The Altman Companies(3)

                11,992       50.00  

ABBX Guaranty (3)

                5,978       50.00  

Marbella

    1,047       70.00       1,064       70.00  

The Main Las Olas

    804       3.41       1,117       3.41  

Sky Cove

    112       26.25       24       26.25  

Sky Cove South

    2,213       26.25       3,241       26.25  

Other

    309               316          

Total

  $ 56,130               49,415          

 

  (1) The Company’s ownership percentage in each real estate joint venture represents the Company’s percentage of the contributed capital in each venture. The operating agreements for many of these ventures provide for a disproportionate allocation of distributions to the extent that certain investors receive specified returns on their investments, and as a result, these percentages do not necessarily reflect the Company’s economic interest in the expected distributions from such ventures.
 

(2)

The carrying value of BBXRE’s investment at March 31, 2023 and December 31, 2022 includes $11.9 million and $11.6 million, respectively, related to BBXRE’s investment in the preferred equity associated with the Altis Ludlam Trail project, which is accounted for as a loan receivable.

  (3) The entities are consolidated in the Company's financial statements as of January 31, 2023.

 

See Note 7 to the Company’s consolidated financial statements for the year ended December 31, 2022 included in the 2022 Annual Report for the Company’s accounting policies relating to its investments in unconsolidated real estate joint ventures, including the Company’s analysis and determination that such entities are VIEs in which the Company is not the primary beneficiary.

 

Basis Differences

 

The aggregate difference between the Company’s investments in unconsolidated real estate joint ventures and its underlying equity in the net assets of such ventures was $22.7 million as of March 31, 2023, which includes (i) $22.8 million to adjust the investments in the unconsolidated joint ventures to their estimated fair values upon the Company's consolidation of the managing members of the joint ventures as of January 31, 2023 and (ii) $0.1 million of interest capitalized by the Company related to such joint ventures, partially offset by a $0.2 million reduction in the carrying amount of the investments related to the elimination of general contractor and development fees that are earned and recognized as revenues by the Company’s wholly owned subsidiaries but are capitalized by the underlying development joint ventures. Based on the facts and circumstances related to the agreements between AGC and ADC and these joint ventures, the Company has determined that the transactions with the ventures are arm's-length transactions and eliminates the revenue from the construction contracts, development fee revenue, and the costs of the revenue from the construction contracts based on the Company’s ownership percentage in the underlying joint ventures. During the two months ended March 31, 2023, the Company eliminated $3.0 million of revenue from construction contracts and real estate development fees and $2.8 million of cost of revenues from construction contracts related to such transactions with these unconsolidated real estate joint ventures.  

 

 

 

 

 

 

Summarized Financial Information of Certain Unconsolidated Real Estate Joint Ventures

 

The tables below set forth financial information, including condensed statements of financial condition and operations, related to the Marbella joint venture (in thousands):

 

   

March 31,

   

December 31,

 
   

2023

   

2022

 

Assets

               

Cash

  $ 1,801       3,508  

Real estate inventory

    1,706       1,706  

Other assets

    496       526  

Total assets

  $ 4,003       5,740  

Liabilities and Equity

               

Other liabilities

  $ 1,910       3,611  

Total liabilities

    1,910       3,611  

Total equity

    2,093       2,129  

Total liabilities and equity

  $ 4,003       5,740  

 

 

 

   

For the Three Months Ended

 
   

March 31,

 
   

2023

   

2022

 

Total revenues

  $ 1,183     $ 15,792  

Cost of real estate inventory sold

          (11,289 )

Other expenses

    (19 )     (727 )

Net earnings

    1,164       3,776  

Equity in net earnings (losses) of unconsolidated real estate joint venture - Marbella

  $ 582     $ 1,849