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

 

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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.

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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:

 

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.)

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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. 

 

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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. 

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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

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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

 

 

 

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. 

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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.

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

 

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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

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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.

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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

 

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 81% ownership interest in BBX Capital Corporation (NYSE: BBX) and its indirect ownership interest

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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.

 

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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

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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. 

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION-UNAUDITED 

 

 

 

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED 

 

 

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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): 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

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Bluegreen Corporation

Supplemental Financial Information – Unaudited

(Dollars in thousands)

 

 

 

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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):

 

 

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.

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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 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.)

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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 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

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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

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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: 

 

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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

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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.    

 

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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 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.

 

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

 

 

 

 

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