BBX Capital Corporation Reports Financial Results

For the Fourth Quarter and Full Year, 2014

 

FORT LAUDERDALE, Florida – March 17, 2015 -- BBX Capital Corporation (“BBX Capital,” “BBX,” and/or the “Company”) (NYSE: BBX)  reported financial results for the fourth quarter and year ending December 31, 2014.  

 

Fourth Quarter 2014:

BBX reported a  net loss of ($2.2) million, or ($0.13) per diluted share, for the quarter ended December 31, 2014, versus net income of $49.3  million, or $2.97 per diluted share, for the quarter ended December 31, 2013.

 

Full Year 2014:

BBX reported net income of $4.3 million, or $0.28 per diluted share, for the year ended December 31, 2014, versus net income of $47.7 million, or $2.94 per diluted share, for the year ended December 31, 2013. 

 

As of December 31, 2014, BBX Capital had consolidated total assets of $392.9 million, and shareholders’ equity of $309.8 million.  BBX Capital’s book value per share was $19.16 at December 31, 2014, versus $18.93 at December 31, 2013.

 

BBX Capital’s Chairman and Chief Executive Officer, Mr. Alan B. Levan, commented, “We are pleased with the overall progress of our company during 2014.  Our results reflect the pursuit of our broader goal of transitioning into a business platform with diverse cash flow streams and a focus on long term growth through our operating businesses and real estate opportunities, as well as repositioning our business by monetizing our legacy portfolios.

 

“As a reminder, we invite our readers to review the BBX Capital Corporate Overview, which was filed by the Company with the SEC on April 16, 2014, and is available to view on the BBX Capital website: www.BBXCapital.com.  In that document we discuss our corporate strategy, but more importantly we discuss: 

 

“First, our culture is entrepreneurial.  Our objective is to make portfolio investments based on the fundamentals:  quality real estate, the right operating companies and partnering with good people. 

 

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“Second, our goal is to increase value over time as opposed to focusing on quarterly or yearly earnings and we anticipate and are willing to accept that our earnings are likely to be uneven.  While capital markets generally encourage short term goals, our objective is long term growth as measured by increases in book value per share over time,” Levan concluded.

 

Overview and Highlights:

 

BBX Capital Selected Financial Data (Consolidated)

Fourth Quarter, 2014 Compared to Fourth Quarter, 2013

 

 

BBX Capital Selected Financial Data (Consolidated)

Year Ended December 31, 2014

Compared to the Year Ended December 31, 2013

 

In January 2015,  BBX Capital announced that its Board of Directors had approved the appointment of Raymond S. Lopez as Chief Financial Officer of the Company, effective on the first business day following the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2014.  Mr. Lopez will succeed John K. Grelle, who will retire after serving as the Company's Chief Financial Officer since 2012.  Mr. Grelle's pending retirement was anticipated by the employment agreement he entered into with the Company in November 2012.    Mr. Lopez, age 40, has served as Chief Accounting Officer of Bluegreen Corporation since 2005 and as Senior Vice President of Bluegreen since 2007.  Mr. Lopez joined Bluegreen as its Controller in 2004 and was promoted to Chief Accounting Officer and Vice President of Bluegreen in 2005 and to Senior Vice President of Bluegreen in 2007.  Prior to joining

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Bluegreen, Mr. Lopez served as Manager of External Reporting for Office Depot, Inc. and as a Senior Auditor with Arthur Andersen LLP. Mr. Lopez is a Certified Public Accountant and holds a B.S. in Accounting. 

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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:

 

Assets transferred to BBX Capital in connection with the consummation in July 2012 of the sale of BankAtlantic to BB&T Corporation (referred to as the “BB&T Transaction”) were primarily loans receivable, real estate held-for-sale and real estate held-for-investment.  BBX Capital also holds assets previously transferred from BankAtlantic.  These transferred assets are considered our “Legacy Assets” and are held by BBX Capital in CAM (BBX Capital Asset Management) and BBX Partners, which are wholly owned subsidiaries, and in FAR (Florida Asset Resolution Group).  FAR was formed in connection with the BB&T Transaction when BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and foreclosed real estate.  Upon consummation of the BB&T Transaction, BBX Capital transferred to BB&T Corporation a 95% preferred interest in the net cash flows of FAR which BB&T Corporation will hold until such time as it has recovered $285 million in preference amount plus a priority return of LIBOR + 200 basis points per annum on any unpaid preference amount.  At that time, BB&T Corporation’s interest in FAR will terminate, and the Company will thereafter be entitled to any and all residual proceeds from FAR as its sole owner.  At December 31, 2014, BB&T Corporation’s preference amount had been paid down to $12.3 million.  (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.)

 

The Company invested in the following real estate venture during the fourth quarter of 2014:

 

During the fourth quarter of 2014, BBX Capital Real Estate invested $5.0 million in the Altman Development Company’s planned multi-family development – Altis at Lakeline, located in Austin, Texas.  

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More complete and detailed information regarding Altis at Lakeline, as well as additional joint venture investments, real estate assets, and legacy real estate assets under BBX Capital Real Estate is provided in the Appendix which is attached to this release.

 

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BBX Capital Partners

Investments and Acquisitions of Operating Companies

 

BBX Sweet Holdings: 

 

In October 2014, BBX Sweet Holdings, a wholly-owned subsidiary of BBX Capital, acquired the stock of Anastasia Confections, Inc. (“Anastasia”), headquartered in Orlando, Florida.  During the fourth quarter of 2014, BBX Sweet Holdings also acquired The Toffee Box, headquartered in Carlsbad near San Diego, California.    More complete and detailed information regarding Anastasia and The Toffee Box is provided in the Appendix which is attached to this release.

 

In February, 2015,  BBX Sweet Holdings announced that it had named seasoned consumer products veteran Rick Harris as President of the company.  Mr. Harris joins BBX Sweet Holdings having more than 20 years of experience in the food and confections industry.  Prior to joining BBX Sweet Holdings, Mr. Harris was President of Maxfield Candy Company, in Salt Lake City, Utah where he was focused on strategic growth and increasing its brand presence nationally.  Prior to joining Maxfield Candy, Mr. Harris was President of Sunkist-Taylor LLC, a fresh-cut fruit snacking business with processing plants on both the east and west coasts of the U.S.  He has also served in several leadership positions in operations and supply chain management internationally with Dole Foods, and helped lead internet, business-to-business and natural products start-ups at Global Food Exchange and Food Logic. He started his career on Wall Street at Chemical Bank focusing on corporate finance for food and agribusiness companies. Mr. Harris received a BA from Hampden-Sydney College in Virginia and an MBA from Harvard Business School.

 

In January 2015, Hoffman's Chocolates announced that it had named Chuck Mohr as the new President of Hoffman’s.   Mr. Mohr will be responsible for overseeing and managing all of Hoffman's retail outlets and online sales, as well as spearheading the chocolatier's ongoing expansion.  An accomplished business and community leader, Mr. Mohr brings over 30 years of leadership and retail management experience to Hoffman's Chocolates.  Prior to joining Hoffman's Chocolates, he served as Senior Vice President - Corporate Relationship Officer for BB&T where he was responsible for developing and expanding BB&T’s Broward County corporate client relationships. Prior to that, he served as the Retail Banking President for

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BankAtlantic where he managed 110 retail branches for one of the largest regional community banks in Florida.    Mr. Mohr is succeeding Fred Meltzer, son-in-law of founder Paul Hoffman, who retired on December 31, 2014 after serving as President of the company for 18 years. Sandra Hoffman, daughter of Paul Hoffman and former owner of Hoffman’s, will continue in her role as Executive Vice President of the company.    

 

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. 

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Bluegreen Overview

 

Bluegreen Corporation:    BBX Capital owns a  46% interest in Woodbridge Holdings, LLC (“Woodbridge”).  BFC Financial Corporation (“BFC”), BBX Capital’s parent company, owns the remaining 54% of Woodbridge.  Woodbridge’s principal asset is its 100% ownership of Bluegreen Corporation (“Bluegreen”).

 

For the quarter ended December 31, 2014, net income attributable to Woodbridge was $7.2 million, of which $7.9 million related to the operations of Bluegreen.  BBX Capital recognized 46% of the net income attributable to Woodbridge, or $3.3 million, for the quarter ended December 31, 2014. 

 

For the year ended December 31, 2014, net income attributable to Woodbridge was $55.0 million, of which $57.5 million related to the operations of Bluegreen.  BBX Capital recognized 46% of the net income attributable to Woodbridge, or $25.3 million, for the year ended December 31, 2014.   

 

Bluegreen Selected Financial Data

Fourth Quarter, 2014 Compared to Fourth Quarter, 2013

 

 

Year Ended December 31, 2014

 

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Bluegreen Summary for the Fourth Quarter, 2014

 

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, which are part of Bluegreen’s “capital-light” business model, 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 $123.6 million and $119.2 million during the three months ended December 31, 2014 (“Q4 2014”) and the three months ended December 31, 2013 (“Q4 2013”), respectively. The growth in system-wide sales of VOIs during Q4 2014 as compared to Q4 2013 reflects an increase in the number of tours, partially offset by a slight decrease in the sale-to-tour conversion ratio. The number of tours increased by 4% in Q4 2014 as compared to Q4 2013. However, during Q4 2014 Bluegreen’s sale-to-tour conversion decreased approximately 2% to 19.2%. The increase in the number of tours reflects efforts to expand marketing to sales prospects through new marketing initiatives.

 

Sales under Bluegreen’s “capital-light” business model, which are part of system-wide sales, include sales of third-party owned VOIs pursuant to fee-based service sales and marketing arrangements, sales of VOIs acquired from third-parties through just-in-time inventory acquisition arrangements and sales of VOIs acquired from resort property owner associations under Bluegreen’s Secondary Market program.  These “capital-light” sales increased 14% during Q4 2014 as compared to Q4 2013, primarily reflecting more sales under fee-based service sales and marketing arrangements.  “Capital-light” sales were 54% of Bluegreen’s system-wide sales in Q4 2014.

 

During Q4 2014 and Q4 2013, Bluegreen’s revenue was reduced by $10.7 million and $24.4 million, respectively, for its estimated future uncollectible notes receivable.  Estimated losses for uncollectible VOI notes receivable vary based on the amount of Bluegreen financed sales during the period and changes in Bluegreen’s estimates of future note receivable performance for existing and newly originated loans.

 

Selling and marketing expenses were 48% of system-wide sales during Q4 2014 as compared to 45% during Q4 2013.  The increase in selling and marketing expenses during Q4

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2014 as compared to Q4 2013 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.

 

Other Fee-Based Services pre-tax profits, which are primarily generated from providing resort and club management services as well as title services, increased 53% to $10.6 million from $7.0 million.  As of December 31, 2014 and 2013, Bluegreen managed 49 and 45 timeshare resort properties and hotels, respectively.  Title services profits increased due to increased timeshare sales transactions as well as an initiative to reduce a processing back-log.

 

Provision for income taxes is adjusted each quarter to achieve the then estimated effective tax rate for the year.  In Q4 2014, Bluegreen was required to record a 53.9% income tax provision, compared to an 8.2% income tax provision in Q3 2014.  Bluegreen’s effective tax rate typically approximates 40%.  The higher income tax provision in Q4 2014 was due to certain state tax law changes.  Bluegreen’s effective tax rate for all of 2014 was 41.4%.

 

Reflecting the above, Bluegreen’s income from continuing operations was $10.2 million in Q4 2014 as compared to $7.2 million in Q4 2013.

 

Please see the supplemental tables included in this release for detailed information on Bluegreen’s System-wide sales of VOIs and a reconciliation of Income from Continuing Operations to EBITDA.

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

 

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For more complete and detailed information regarding BBX Capital and its financial results,  business, operations, and risks, please see the Company’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,  and/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 fourth quarter and full year ended December 31, 2014, 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/or BFC’s website, www.BFCFinancial.com.

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About BBX Capital Corporation:

BBX Capital (NYSE: BBX) is involved in the acquisition, ownership, management of joint ventures and investments in real estate and real estate development projects, as well as

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acquisitions, investments and management of middle market operating businesses.  In addition, BBX Capital and its holding company, BFC Financial Corporation (OTCQB: BFCF), have a 46% and 54% respective ownership interest in Bluegreen Corporation.  As a result of their ownership interests, BBX 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 December 31, 2014, BBX Capital had total consolidated assets of $392.9 million, shareholders' equity attributable to BBX Capital of approximately $309.8 million, and total consolidated equity of approximately $311.3 million.  BBX Capital’s book value per share at December 31, 2014 was $19.16.

 

For further information, please visit our family of companies:

BBX Capital: www.BBXCapital.com

Bluegreen Corp.: www.BluegreenVacations.com

Renin Corp.: www.ReninCorp.com

RoboVault: www.RoboVault.com

BBX Sweet Holdings: Hoffman’s Chocolates: www.Hoffmans.com, Williams & Bennett:

www.WilliamsandBennett.com,  Jer’s Chocolates: www.Jers.com, Helen Grace Chocolates: www.HelenGrace.com, and Anastasia Confections: www.AnastasiaConfections.com

BFC Financial Corporation: www.BFCFinancial.com

 

BBX Capital Contact Info:

Media Contact: Kip Hunter Marketing, 954-765-1329

Aimee Adler/ Jodi Goldstein

Email: aimee@kiphuntermarketing.com,  jodi@kiphuntermarketing.com   

 

Investor Relations: Leo Hinkley, Managing Director, 954- 940-5300

Email: LHinkley@BBXCapital.com

 

About BFC Financial Corporation: 

BFC (OTCQB: BFCF; BFCFB) is a holding company whose principal holdings include a 51% 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.  BBX Capital, a New York Stock Exchange listed company, is involved in the acquisition, ownership, 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.    

 

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As of December 31, 2014, BFC had total consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $252.9 million, and total consolidated equity of approximately $446.7 million. BFC’s book value per share at December 31, 2014 was $3.03. 

 

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.

 

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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

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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 necessary zoning and entitlements, and the risk that our joint venture partners may not fulfill their obligations.  The Company’s investment in Woodbridge, which owns Bluegreen Corporation, exposes the Company to risks 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 and BFC 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, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.  BBX Capital cautions that the foregoing factors are not exclusive. 

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CAM and BBX Partners Loans:  

 

The composition of the BBX reportable segment’s legacy loans was (in thousands): 

 

 

 

 

 

 

 

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

 

 

 

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

 

 

 

 

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

 

 

 

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

 

 

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Bluegreen Corporation 

Supplemental Financial Information – Unaudited 

(Dollars in thousands)

 

 

 

 

 

 

 

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BBX Capital Equity Earnings in Woodbridge- Unaudited

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Bluegreen Corporation

Supplemental Financial Information – Unaudited

(Dollars in thousands)

 

 

 

 

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BBX Capital Equity Earnings in Woodbridge- Unaudited

For the Year Ended December 31, 2014

 

The following tables present Bluegreen’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), as more fully described below, for the three and twelve months ended December  31, 2014 and 2013, as well as a reconciliation of EBITDA to Income from continuing operations (in thousands):

 

EBITDA is defined as earnings, or income from continuing operations, 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.

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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.

 

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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 of BBX Capital Real Estate, legacy assets 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 December 31, 2014.  (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.  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 $8.4 million as of December 31, 2014.  (Eagle’s Point is included in the FAR Real Estate table.)

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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 December 31, 2014.  (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 with gourmet kitchens, ENERGY STAR appliances, granite counters, as well as spa-inspired baths with raised vessel sinks, marble counters and spacious linen closets.  The community will also include a private resort style 5,500 square foot clubhouse, which offers exciting features to the residents for recreation and business activities.  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 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 Devco Homes: During the third quarter of 2014, the Company entered into a joint venture agreement with CC Devco Homes- a Codina-Carr Company, to develop homes in a portion of the newly proposed Bonterra Communities (formerly called the Hialeah Communities) in Hialeah, Florida.  As the developer and manager of the joint venture, CC Devco Homes currently plans to build approximately 394 single-family homes.    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

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project profits resulting from the joint venture will be distributed to CC Devco 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 Devco 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 first 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 third 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 two 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

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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.

 

North Flagler:    In October 2013, the Company entered into a joint venture with JRG USA pursuant to which JRG USA assigned to the joint venture a contract to purchase for $10.8 million a 4.5 acre parcel overlooking the Intracoastal Waterway in West Palm Beach Florida and

the Company invested $0.5 million of cash.  During 2015, the joint venture was successful in its efforts to amend the current zoning designation and the parcel’s residential height restrictions were changed allowing up to 15 stories in building height from 4 stories.  The Company believes this change in the parcel’s height restrictions will increase the value of 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 joint venture is soliciting third party developer partners for the potential development of this property.    

 

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 December 31, 2014.  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.  

 

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 the PGA mixed use property now known as 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 entered into a contract to sell an 80,000 square foot building, subject to receiving the necessary entitlements and the potential purchaser’s due diligence.

 

 

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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: 

 

 

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 $12.4 million as of December 31, 2014.  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 four outparcel retail pads.  An agreement to sell a portion of the land to a big-box retailer was entered into and is 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 finalizing negotiations with a potential joint venture partner to develop the 11.8 acre parcel.

 

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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 with the potential for an additional $200,000 payable to the Company if full medical office entitlements for this building are obtained by December 2015.  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 $3.6 million as of December 31, 2014.  The property held by the PGA Design Center Holdings joint venture described above is adjacent to PGA Place.  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 a 60,000 square foot office building and up to 300 apartment units on vacant tracts of land.    

 

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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 newly formed joint venture entity owned 81% by BBX Capital and 19% by BFC, acquired substantially all of the assets and certain liabilities of Renin Corp.  Renin 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 $13.8 million and $57.8 million during the three and twelve month periods ended December  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

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Chocolates in July 2014, and Anastasia Confections and The Toffee Box during the fourth quarter of 2014.  

 

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

 

 

 

 

 

 

 

 

 

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