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EX-32.2 - EX-32.2 - Bluegreen Vacations Holding Corpbfcf-20160930xex32_2.htm
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EX-31.2 - EX-31.2 - Bluegreen Vacations Holding Corpbfcf-20160930xex31_2.htm
EX-31.1 - EX-31.1 - Bluegreen Vacations Holding Corpbfcf-20160930xex31_1.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, DC  20549



FORM 10-Q



[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the Quarter Ended September 30, 2016



[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Commission File Number

001-09071



BFC Financial Corporation

(Exact name of registrant as specified in its charter)





 

 

 

 



 

 

 

 



 

 

 

 



Florida

 

59‑2022148

 



(State or other jurisdiction of incorporation or organization)

 

(I.R.S Employer Identification No.)

 







 

 

 

 



401 East Las Olas Boulevard, Suite 800

 

 

 



Fort Lauderdale, Florida

 

33301

 



(Address of principal executive office)

 

(Zip Code)

 







 

 



 

 



(954) 940-4900

 



(Registrant's telephone number, including area code)

 



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



YES [X]NO [   ]



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



YES [X]NO [   ]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





 

 

 

Large accelerated filer [ ]

Accelerated filer [X]

Non-accelerated filer [ ]

Smaller reporting company [ ]    



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



YES [   ]NO [ X ]



The number of shares outstanding of each of the registrant’s classes of common stock as of November 3, 2016 is as follows:

 

Class A Common Stock of $.01 par value, 73,637,880 shares outstanding.
Class B Common Stock of $.01 par value, 15,002,233 shares outstanding.



 


 

 





Arch 31, 2013

 

 



 

 

BFC Financial Corporation

TABLE OF CONTENTS



 

 

Part I.

FINANCIAL INFORMATION

Page



 

 

Item 1.

Financial Statements

 



 

 



Condensed Consolidated Statements of Financial Condition as of September  30, 2016 and December 31, 2015 -Unaudited



 

 



Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2016 and 2015 - Unaudited



 

 



Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended September 30, 2016 and 2015 - Unaudited



 

 



Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 - Unaudited



 

 



Notes to Condensed Consolidated Financial Statements - Unaudited



 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

38 



 

 

Item 4.

Controls and Procedures

62 



 

 

Part II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

63 



 

 

Item 1A.

Risk Factors

64 



 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

65 



 

 

Item 6.

Exhibits

66 



 

 



Signatures

67 





















(i)



 

 

 


 

 

PART I – FINANCIAL INFORMATION



Item 1.  FINANCIAL STATEMENTS





 

 

 

 

BFC Financial Corporation

Condensed Consolidated Statements of Financial Condition

(In thousands, except share data)

(Unaudited)



 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015

ASSETS

 

 

 

 

Cash and cash equivalents

$

280,637 

 

198,905 

Restricted cash ($22,911 and $25,358 in 2016 and 2015, respectively in variable

 

 

 

 

interest entities ("VIEs"))

 

58,030 

 

59,365 

Loans held-for-sale

 

 -

 

21,354 

Loans receivable, net

 

28,616 

 

34,035 

Notes receivable, net ($301,278 and $280,841 in 2016 and 2015, respectively in VIEs)

 

424,533 

 

415,598 

Inventory

 

228,445 

 

220,929 

Real estate held-for-sale, net

 

35,729 

 

46,338 

Real estate held-for-investment

 

21,720 

 

31,290 

Investments in unconsolidated real estate joint ventures

 

43,318 

 

42,962 

Property and equipment, net

 

96,338 

 

90,020 

Goodwill

 

7,601 

 

7,601 

Intangible assets, net

 

69,629 

 

70,188 

Other assets

 

110,533 

 

102,375 

Total assets

$

1,405,129 

 

1,340,960 



 

 

 

 



 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

Liabilities:

 

 

 

 

Accounts payable

$

29,034 

 

25,976 

Deferred income 

 

36,946 

 

28,847 

Escrow deposits

 

29,948 

 

24,525 

Other liabilities

 

99,276 

 

81,623 

Receivable-backed notes payable - recourse

 

67,079 

 

89,888 

Receivable-backed notes payable - non-recourse, net of unamortized debt issuance

 

 

 

 

costs of $5,574 and $4,905 in 2016 and 2015, respectively in VIEs

 

341,291 

 

314,024 

Notes and mortgage notes payable and other borrowings, net of unamortized debt

 

 

 

 

issuance costs of $1,827 and $2,011 in 2016 and 2015, respectively

 

95,422 

 

120,994 

Junior subordinated debentures, net of unamortized debt issuance costs

 

 

 

 

of $1,753 and $1,822 in 2016 and 2015, respectively

 

151,976 

 

150,485 

Deferred income taxes

 

32,038 

 

8,594 

Shares subject to mandatory redemption

 

13,409 

 

13,098 

Total liabilities

 

896,419 

 

858,054 



 

 

 

 

Commitments and contingencies (See Note 10)

 

 

 

 



 

 

 

 

Preferred stock of $.01 par value; authorized 10,000,000 shares:

 

 

 

 

Redeemable 5% Cumulative Preferred Stock of $.01 par value; authorized 15,000 shares;

 

 

 

 

issued and outstanding 15,000 shares with a stated value of $1,000 per share

 

 -

 

 -



 

 

 

 

Equity:

 

 

 

 

Class A common stock of $.01 par value, authorized 150,000,000 shares;

 

 

 

 

issued and outstanding 72,745,656  in 2016 and 73,211,519 in 2015

 

727 

 

732 

Class B common stock of $.01 par value, authorized 20,000,000 shares;

 

 

 

 

issued and outstanding 12,553,652 in 2016 and 11,346,336 in 2015

 

126 

 

113 

Additional paid-in capital

 

144,033 

 

143,231 

Accumulated earnings

 

254,752 

 

232,134 

Accumulated other comprehensive income

 

985 

 

616 

Total  BFC Financial Corporation equity

 

400,623 

 

376,826 

Noncontrolling interests

 

108,087 

 

106,080 

Total equity

 

508,710 

 

482,906 

Total liabilities and equity

$

1,405,129 

 

1,340,960 



 

 

 

 

See Notes to Condensed Consolidated Financial Statements - Unaudited



 

 

1

 


 

 





 

 

 

 

 

 

 

 

BFC Financial Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited

(In thousands, except per share data)



 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Nine Months Ended



 

September 30,

 

September 30,



 

2016

 

2015

 

2016

 

2015

Revenues

 

 

 

 

 

 

 

 

Sales of VOIs

$

71,741 

 

78,072 

 

196,653 

 

190,986 

Fee-based sales commission revenue

 

59,383 

 

51,029 

 

153,718 

 

131,603 

Other fee-based services revenue

 

26,810 

 

24,785 

 

78,421 

 

73,486 

Trade sales

 

22,078 

 

21,537 

 

64,290 

 

60,655 

Interest income

 

22,019 

 

22,695 

 

64,232 

 

64,296 

Other revenue

 

6,205 

 

1,173 

 

9,526 

 

19,276 

Total revenues

 

208,236 

 

199,291 

 

566,840 

 

540,302 



 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

Cost of sales of VOIs

 

5,827 

 

7,039 

 

19,409 

 

19,286 

Cost of other fee-based services

 

17,057 

 

14,797 

 

48,644 

 

46,346 

Cost of trade sales

 

16,674 

 

16,186 

 

50,680 

 

44,216 

Interest expense

 

9,517 

 

9,261 

 

28,322 

 

29,784 

Recoveries from loan losses, net

 

(10,944)

 

(4,427)

 

(18,979)

 

(14,856)

(Recoveries) impairments of assets, net

 

(30)

 

274 

 

1,692 

 

(1,599)

Litigation settlement

 

 -

 

 -

 

 -

 

36,500 

Selling, general and administrative expenses

 

133,584 

 

132,088 

 

387,843 

 

343,733 

Total costs and expenses

 

171,685 

 

175,218 

 

517,611 

 

503,410 



 

 

 

 

 

 

 

 

Equity in net earnings (losses) of unconsolidated

 

 

 

 

 

 

 

 

real estate joint ventures

 

4,480 

 

(158)

 

5,793 

 

(753)

Foreign exchange gain (loss)

 

 

(236)

 

325 

 

(635)

Other income, net

 

1,459 

 

1,205 

 

1,911 

 

3,420 

Income before income taxes

 

42,495 

 

24,884 

 

57,258 

 

38,924 

(Provision) benefit for income taxes (See Note 9)

 

(19,118)

 

(4,213)

 

(23,857)

 

77,531 

Net income

 

23,377 

 

20,671 

 

33,401 

 

116,455 

Less: Net income attributable to noncontrolling interests

 

5,602 

 

4,313 

 

9,900 

 

13,916 

Net income attributable to BFC

$

17,775 

 

16,358 

 

23,501 

 

102,539 



 

 

 

 

 

 

 

 

Basic earnings per share

$

0.21 

 

0.19 

 

0.27 

 

1.18 

Diluted earnings per share

$

0.21 

 

0.19 

 

0.27 

 

1.18 

Basic weighted average number of common

 

 

 

 

 

 

 

 

shares outstanding

 

85,864 

 

87,023 

 

86,215 

 

87,083 

Diluted weighted average number of common and

 

 

 

 

 

 

 

 

common equivalent shares outstanding

 

86,573 

 

87,174 

 

86,632 

 

87,228 



 

 

 

 

 

 

 

 

Cash dividends declared per Class A common share

$

0.005 

 

0.00 

 

0.01 

 

0.00 

Cash dividends declared per Class B common share

$

0.005 

 

0.00 

 

0.01 

 

0.00 



 

 

 

 

 

 

 

 

Net income

$

23,377 

 

20,671 

 

33,401 

 

116,455 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

Unrealized (losses) gains on securities available for sale

 

(9)

 

(22)

 

57 

 

(47)

Foreign currency translation adjustments

 

568 

 

121 

 

378 

 

220 

Other comprehensive income, net

 

559 

 

99 

 

435 

 

173 

Comprehensive income, net of tax

 

23,936 

 

20,770 

 

33,836 

 

116,628 

Less: Comprehensive income attributable

 

 

 

 

 

 

 

 

to noncontrolling interests

 

5,686 

 

4,331 

 

9,966 

 

13,972 

Total comprehensive  income attributable to BFC

$

18,250 

 

16,439 

 

23,870 

 

102,656 



 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements - Unaudited





 

 

2

 


 

 

 







 

 

 

 

 

 

 

 

 

 

 

BFC Financial Corporation

Condensed Consolidated Statements of Changes in Equity - Unaudited

For the Nine Months Ended September 30, 2016 and 2015

(In thousands)



 

 

 

 

 

 

 

 

 

 

 



Shares of

 

 

 

 

 

Accumulated

 

 

 



Common Stock

 

Common

 

 

Other

 

Non-

 



Outstanding

 

Stock

Additional

 

Comprehen-

Total

controlling

 



Class

 

Class

Paid-in

Accumulated

sive

BFC

Interest in

Total



A

B

 

A

B

Capital

Earnings

Income

Equity

Subsidiaries

Equity

Balance, December 31, 2014

73,307  10,168 

$

733  102  142,058  109,660  353  252,906  193,800  446,706 

Net income

 -

 -

 

 -

 -

 -

102,539 

 -

102,539  13,916  116,455 

Other comprehensive income

 -

 -

 

 -

 -

 -

 -

117  117  56  173 

Subsidiaries' capital transactions

 -

 -

 

 -

 -

570 

 -

 -

570  734  1,304 

Distributions to noncontrolling interest

 -

 -

 

 -

 -

 -

 -

 -

 -

(6,188) (6,188)

Net effect of BFC's tender offer for BBX Capital attributable to non-controlling interest

 -

 -

 

 -

 -

92,763 

 -

 -

92,763  (92,763)

 -

Consideration paid in connection with the tender offer for BBX Capital

 -

 -

 

 -

 -

(95,424)

 -

 -

(95,424)

 -

(95,424)

Increase in investment in BBX Capital from share exchange agreements

 -

 -

 

 -

 -

822 

 -

 -

822  (822)

 -

Repurchase and retirement of Common Stock

(1,549)

 -

 

(15)

 -

(4,438)

 -

 -

(4,453)

 -

(4,453)

Conversion of Common Stock from Class B to Class A

40  (40)

 

 -

 -

 -

 -

 -

 -

 -

 -

Issuance of Common Stock from exercise of options

25 

 -

 

 -

 -

10 

 -

 -

10 

 -

10 

Issuance of Common Stock from vesting of restricted stock awards

1,389 

 -

 

14 

 -

(14)

 -

 -

 -

 -

 -

Issuance of common stock from share exchange agreement

 -

1,218 

 

 -

11  (11)

 -

 -

 -

 -

 -

Share-based compensation

 -

 -

 

 -

 -

3,904 

 -

 -

3,904 

 -

3,904 

Balance, September 30,  2015

73,212  11,346 

$

732  113  140,240  212,199  470  353,754  108,733  462,487 



 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

73,212  11,346 

$

732  113  143,231  232,134  616  376,826  106,080  482,906 

Net income

 -

 -

 

 -

 -

 -

23,501 

 -

23,501  9,900  33,401 

Other comprehensive income

 -

 -

 

 -

 -

 -

 -

369  369  66  435 

Subsidiaries' capital transactions

 -

 -

 

 -

 -

1,386 

 -

 -

1,386  289  1,675 

Increase in investment in BBX Capital from share exchange agreements

 -

 -

 

 -

 -

898 

 -

 -

898  (898)

 -

Distributions to noncontrolling interest

 -

 -

 

 -

 -

 -

 -

 -

 -

(7,350) (7,350)

Class A common stock cash dividends declared

 -

 -

 

 -

 -

 -

(746)

 -

(746)

 -

(746)

Class B common stock cash dividends declared

 -

 -

 

 -

 -

 -

(137)

 -

(137)

 -

(137)

Repurchase and retirement of Class A Common Stock

(1,880)

 -

 

(19)

 -

(6,398)

 -

 -

(6,417)

 -

(6,417)

Issuance of Common Stock from vesting of restricted stock awards

1,389 

 -

 

14 

 -

(14)

 -

 -

 -

 -

 -

Issuance of common stock from share exchange agreement

 

1,208 

 

 -

13  (13)

 -

 -

 -

 -

 -

Issuance of Common Stock from exercise of options

25 

 -

 

 -

 -

10 

 -

 -

10 

 -

10 

Share-based compensation

 -

 -

 

 -

 -

4,933 

 -

 -

4,933 

 -

4,933 

Balance, September 30, 2016

72,746  12,554 

$

727  126  144,033  254,752  985  400,623  108,087  508,710 



 

 

 

 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements - Unaudited





 

3

 


 

 

 





 

 

 

 

 



 

 

 

 

 

BFC Financial Corporation

Condensed Consolidated Statements of Cash Flows - Unaudited

(In thousands)



 

 

 

 

 



 

For the Nine Months Ended 



 

September 30,

 



 

2016

 

2015

 

Net cash provided by (used in) operating activities

$

61,108 

 

(2,995)

 



 

 

 

 

 

Investing activities:

 

 

 

 

 

Decrease (increase) in restricted cash

 

1,306 

 

(2,649)

 

Investments in unconsolidated real estate joint ventures

 

(2,353)

 

(2,690)

 

Repayment of loans receivable, net

 

42,025 

 

27,035 

 

Proceeds from sales of real estate held-for-sale

 

20,788 

 

35,770 

 

Additions to real estate held-for-investment

 

(2,042)

 

(15,692)

 

Improvements to real estate held-for-investment

 

(277)

 

 -

 

Additions to real estate held-for-sale

 

 -

 

(10,667)

 

Purchases of property and equipment

 

(8,928)

 

(8,619)

 

Proceeds from the sale of property and equipment

 

 -

 

565 

 

Increase in other intangible assets

 

(540)

 

 -

 

Acquisition of BBX Capital Class A shares

 

 -

 

(95,424)

 

Distributions from unconsolidated real estate joint ventures

 

4,388 

 

 -

 

(Increase) decrease from other investing activities

 

(224)

 

262 

 

Net cash provided by (used in) investing activities

$

54,143 

 

(72,109)

 



 

 

 

 

 

Financing activities:

 

 

 

 

 

Repayment of BB&T preferred interest in Florida Asset

 

 

 

 

 

Resolution Group, LLC ("FAR")

 

 -

 

(12,348)

 

Repayments of notes, mortgage notes payable and other borrowings

 

(225,657)

 

(201,913)

 

Proceeds from notes, mortgage notes payable and other borrowings

 

205,950 

 

198,194 

 

Payments for debt issuance costs

 

(2,462)

 

(2,829)

 

Payments of interest on shares subject to mandatory redemption

 

(563)

 

(563)

 

Proceeds from the exercise of BFC stock options

 

10 

 

10 

 

Dividend paid on common stock

 

(418)

 

 -

 

Retirement of BFC's Class A Common Stock

 

(3,029)

 

(1,893)

 

Distributions to noncontrolling interest

 

(7,350)

 

(6,188)

 

Net cash used in financing activities

$

(33,519)

 

(27,530)

 



 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

81,732 

 

(102,634)

 

Cash and cash equivalents at beginning of period 

 

198,905 

 

279,437 

 

Cash and cash equivalents at end of period 

$

280,637 

 

176,803 

 



 

 

 

 

 



 

 

 

Continued

 



 

 

 

 

 



 

4

 


 

 





 

 

 

 

 



 

 

 

 

 

BFC Financial Corporation

Condensed Consolidated Statements of Cash Flows - Unaudited

(In thousands)



 

 

 

 

 



 

For the Nine Months Ended 



 

September 30,

 



 

2016

 

2015

 

Supplemental cash flow information:

 

 

 

 

 

Interest paid on borrowings

$

24,786 

 

25,884 

 

Income taxes paid

 

987 

 

19,191 

 

Income tax refunded

 

 -

 

(317)

 



 

 

 

 

 

Supplementary disclosure of non-cash investing and financing activities:

 

 

 

 

 

Loans transferred to real estate held-for-sale or

 

 

 

 

 

real estate held-for-investment

$

4,612 

 

2,987 

 

Loans held-for-sale transferred to loans receivable 

 

16,078 

 

7,365 

 

Real estate held-for-investment transferred to real

 

 

 

 

 

estate held-for-sale

 

11,582 

 

38,707 

 

Real estate held-for-sale transferred to property and equipment

 

6,557 

 

 -

 

Issuance of notes payable to acquire business

 

 -

 

(1,389)

 

Repayment of note payable with restricted time deposit

 

995 

 

 -

 

Fair value of net assets acquired in connection with business acquisitions

 

 -

 

1,683 

 

Increase in the investment in BBX Capital from the issuance of

 

 

 

 

 

BFC's common stock

 

898 

 

822 

 

Increase in BFC accumulated other comprehensive

 

 

 

 

 

income, net of taxes

 

369 

 

117 

 

Net increase in BFC shareholders' equity from

 

 

 

 

 

the effect of subsidiaries' capital transactions, net of taxes

 

1,386 

 

570 

 

Repurchase and retirement of shares of BFC's Class A Common Stock

 

3,388 

 

2,560 

 



 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements - Unaudited







 

 

5

 


 

 

BFC Financial Corporation

Notes to Condensed Consolidated Financial Statements - Unaudited





 1.    Presentation of Interim Financial Statements



Basis of Financial Statement Presentation



The accompanying unaudited condensed consolidated financial statements of BFC Financial Corporation (“BFC” or, unless otherwise indicated or the context otherwise requires, “we,” “us,” “our,” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information.  Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In management’s opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which include normal recurring adjustments, as are necessary for a fair statement of the condensed consolidated financial condition of BFC at September 30, 2016; the condensed consolidated results of operations and comprehensive income of BFC for the three and nine months ended September 30, 2016 and 2015; the changes in condensed consolidated equity of BFC for the nine months ended September 30, 2016 and 2015; and the condensed consolidated cash flows of BFC for the nine months ended September 30, 2016 and 2015. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other future period. 



These unaudited condensed consolidated financial statements and related notes are presented as permitted by Form 10-Q and should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Annual Report”).  All significant inter-company balances and transactions have been eliminated in consolidation.  As used throughout this document, the term “fair value” reflects the Company’s estimate of fair value as discussed herein.  Certain amounts for prior periods have been reclassified to conform to the current period’s presentation.



BFC consolidates the financial results of the entities in which it has controlling financial interests, including BBX Capital Corporation and its subsidiaries (“BBX Capital”), Woodbridge Holdings, LLC (“Woodbridge”) and Bluegreen Corporation and its subsidiaries (“Bluegreen”).  As a consequence, the assets and liabilities of all such entities are presented on a consolidated basis in BFC’s financial statements. However, except as otherwise noted, the debts and obligations of the consolidated entities, including BBX Capital, Woodbridge, and Bluegreen, are not direct obligations of BFC and are non-recourse to BFC.  Similarly, the assets of those entities are not available to BFC absent a dividend or distribution from those entities (and, in the case of Bluegreen, a subsequent dividend or distribution by Woodbridge, Bluegreen’s parent company). 



BFC is a Florida-based holding company whose principal holdings include an approximately 82% equity interest in BBX Capital  and a direct 54% equity interest in Woodbridge. BBX Capital holds the remaining 46% equity interest in Woodbridge. Woodbridge owns 100% of Bluegreen. 



BBX Capital is a Florida-based company involved in the ownership, financing, acquisition, development and management of real estate, including through real estate joint ventures, and investments in middle market operating businesses. BBX Capital’s principal asset until July 31, 2012 was its ownership of BankAtlantic.  BankAtlantic was a federal savings bank headquartered in Fort Lauderdale, Florida.  On July 31, 2012, BBX Capital completed the sale to BB&T Corporation (“BB&T”) of all of the issued and outstanding shares of capital stock of BankAtlantic (the stock sale and related transactions described herein are collectively referred to as the “BankAtlantic Sale” or the “BB&T Transaction”).  The principal assets of BBX Capital currently consist of its 46% interest in Woodbridge, investments in real estate joint ventures and operating businesses, and legacy loans and real estate transferred to BBX Capital in connection with the BB&T Transaction.



Bluegreen is a sales, marketing and management company focused on the vacation ownership industry. Bluegreen markets, sells and manages vacation ownership interests (“VOIs”) in resorts, which are generally located in popular, high-volume, “drive-to” vacation destinations, and were either developed or acquired by Bluegreen or developed and owned by others in which case Bluegreen earns fees for providing these services. Bluegreen also provides other fee-based services, including property association management services, mortgage servicing, VOI title services, reservation services, and construction design and development services. In addition, Bluegreen provides financing to credit qualified purchasers of VOIs which generates significant interest income.



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Merger Agreement



BFC entered into a definitive merger agreement (the “Merger Agreement”) with BBX Capital Corporation and BBX Merger Subsidiary LLC, a newly formed wholly owned subsidiary of BFC (“Merger Sub”) on July 27, 2016 as amended on October 20, 2016. The Merger Agreement provides for BBX Capital Corporation to merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company of the Merger and a wholly owned subsidiary of BFC. Under the terms of the Merger Agreement, which has been approved by a special committee comprised of BBX Capital Corporation’s independent directors as well as the full boards of directors of both BFC and BBX Capital Corporation, each share of BBX Capital’s Class A Common Stock outstanding immediately prior to the effective time of the Merger (other than shares of BBX Capital’s Class A Common Stock held by BFC and shares of BBX Capital’s Class A Common Stock as to which appraisal rights are exercised and perfected in accordance with Florida law) will be converted into the right to receive, at the election of the holder, 5.4 shares of BFC’s Class A Common Stock or $20.00 in cash.  BBX Capital’s shareholders will have the right to elect to receive all cash, all stock, or a combination of cash and stock in exchange for their shares.  If all BBX Capital shareholders other than BFC elect cash, the merger consideration will be $61.5 million and if all were to elect stock, BFC would issue 16,592,845 shares of its Class A Common Stock in connection with the merger.  Each option to acquire shares of BBX Capital’s Class A Common Stock that is outstanding at the effective time of the Merger, whether or not then exercisable, will be converted into an option to acquire shares of BFC’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the Merger, except that the number of shares which may be acquired upon exercise of the option will be multiplied by the exchange ratio of 5.4 shares of BFC’s Class A Common Stock for each share of BBX Capital’s Class A Common Stock subject to the option and the exercise price of the option will be divided by 5.4. In addition, each share of BBX Capital’s Class A Common Stock subject to a restricted stock award outstanding at the effective time of the Merger will be converted into a restricted share of BFC’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the Merger, except that the number of shares subject to the award will be multiplied by the exchange ratio of 5.4 shares of BFC’s Class A Common Stock for each share of BBX Capital’s Class A Common Stock subject to the award.  Consummation of the Merger is subject to certain closing conditions, including, without limitation, (i) the approval of the Merger Agreement by (a) holders of shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing a majority of the votes entitled to be cast on the Merger Agreement, and (b) holders of a majority of the shares of BBX Capital’s Class A Common Stock voted on the Merger Agreement other than shares held by BFC and its affiliates and (ii) unless waived by BFC and BBX Capital, any litigation or threatened litigation against BFC or BBX Capital Corporation or their affiliates relating to the Merger shall be resolved to the satisfaction of BFC and BBX Capital Corporation or the holders of at least 2,250,000 shares of BBX Capital’s Class A Common Stock shall execute a waiver and release irrevocably waiving the right to participate in, or receive any proceeds from, any shareholder class action lawsuit relating to the Merger and releasing BFC, BBX Capital and their affiliates from any claims arising out of the Merger Agreement other than with respect to appraisal rights or the right to receive the Merger consideration.  Pursuant to the Merger Agreement, BFC has agreed to vote all of BBX Capital’s Class A Common Stock and Class B Common Stock owned by it in favor of the Merger Agreement. Accordingly, approval of the Merger Agreement with respect to the combined vote of the holders of BBX Capital’s Class A Common Stock and Class B Common Stock described under clause (i)(a) above is assured. There is no assurance that the approval of the unaffiliated shareholders will be received.  The Merger is also conditioned, unless waived, on holders of not more than 150,000 shares of BBX Capital’s Class A Common Stock exercising appraisal rights and the absence of any “Material Adverse Effect” (as defined in the Merger Agreement) with respect to either BFC or BBX Capital. The Merger is not subject to a financing condition. There is no assurance that the conditions to completing the Merger will be satisfied or waived, or that the Merger will be otherwise consummated in the anticipated time frame, on the proposed terms, or at all.



A lawsuit seeking to establish a class of BBX Capital’s shareholders and challenging the Merger is pending in the 17th Judicial Circuit in and for Broward County, Florida. The lawsuit alleges, among other things, that the proposed Merger consideration undervalues BBX Capital and is unfair to BBX Capital’s public shareholders and that BBX Capital’s directors and BFC breached certain fiduciary duties to BBX Capital’s public shareholders. The lawsuit seeks to enjoin the Merger or, if it is completed, to rescind the Merger or recover relief as determined by the court. BFC and BBX Capital believe that the lawsuit is without merit and intend to vigorously defend the action. See Note 10 and “Part II, Item 1 – Legal Proceedings” of this report for additional information regarding this lawsuit.  BFC and BBX Capital have also received letters threatening additional litigation relating to the Merger.



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BFC Dividends



On June 6, 2016, BFC’s Board of Directors declared a cash dividend on BFC’s Class A and Class B Common Stock of $0.005 per share. The dividend was paid on July 20, 2016 to all holders of record of BFC’s Class A and Class B Common Stock at the close of trading on June 20, 2016.



On September 12, 2016, BFC’s Board of Directors declared a cash dividend on BFC’s Class A and Class B Common Stock of $0.005 per share. The dividend was paid on October 20, 2016 to all holders of record of BFC’s Class A and Class B Common Stock at the close of trading on September 20, 2016.



BFC Share Repurchase Program



On September 21, 2009, BFC’s board of directors approved a share repurchase program which authorized the repurchase of up to 20,000,000 shares of the Company’s Class A and Class B Common Stock at an aggregate cost of up to $10.0 million, subject to market conditions and other factors.  



As part of the share repurchase program, the Company entered into a Rule 10b5-1 Repurchase Plan (the “Repurchase Plan”) during March 2016, which authorized the Company’s designated broker to repurchase up to 1.0 million shares of the Company’s Class A Common Stock in the open market or through privately negotiated transactions in accordance with the terms, and subject to the limitations, including price limitations and limitations under Rule 10b-18 under the Securities Exchange Act of 1934, as amended, specified in the Repurchase Plan.  During April 2016, the Company repurchased 1.0 million shares of its Class A Common Stock under the Repurchase Plan for approximately $3.0 million. 



Share-based Compensation



On September 30, 2016, a total of 1,389,076 shares of restricted Class A common stock and 773,205 shares of restricted Class B common stock granted by BFC to certain employees in November 2012 and October 2014, respectively, vested.  The employees surrendered a total of 880,051 shares of BFC’s Class A common stock to BFC to satisfy the $3.4 million tax withholding obligation associated with the vesting of these shares on September 30, 2016. BFC retired the surrendered shares.



Between October 1, 2016 and October 5, 2016, a total of 593,148 shares of restricted Class B common stock granted by BFC to certain employees in September 2015 vested.  The employees surrendered a total of 247,405 shares of BFC’s Class B common stock to BFC to satisfy the $0.9 million tax withholding obligation associated with the vesting of these shares.  BFC retired the surrendered shares.



Share Exchanges



On September 4, 2015, BFC entered into Share Exchange Agreements (the “Share Exchange Agreements”) with Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise (collectively, the “BBX Capital RSU Holders”) as holders of restricted stock units of Class A Common Stock of BBX Capital (“BBX Capital RSUs”). Pursuant to the Share Exchange Agreements, (a) each BBX Capital RSU Holder granted BFC the option to acquire, simultaneously with the vesting of each BBX Capital RSU, some or all of the shares of BBX Capital’s Class A Common Stock which, absent the Share Exchange Agreement, would (after withholding) have been received by the BBX Capital RSU Holder upon the vesting of the BBX Capital RSU and (b) BFC agreed to issue to the BBX Capital RSU Holder shares of BFC’s Class A Common Stock or Class B Common Stock having an aggregate market value equal to the aggregate market value of the shares of BBX Capital’s Class A Common Stock acquired by BFC upon the option exercise.  During September 2016, each BBX Capital RSU Holder agreed, as a result of BFC’s and BBX Capital’s entry into the Merger Agreement and the 5.4 exchange ratio contemplated thereby, to receive no more than 5.4 shares of BFC’s Class A Common Stock or Class B Common Stock for each share of BBX Capital’s Class A Common Stock subject to vested BBX Capital RSUs with respect to any share exchanges effected during the pendency of the Merger Agreement.



On September 12, 2016, BFC’s Board of Directors approved (a) the exercise in full of BFC’s options with respect to all of the BBX Capital RSUs which were scheduled to vest between September 30, 2016 and October 4, 2016 and (b) the issuance of shares of BFC’s Class B Common Stock in exchange therefor.  On September 30, 2016, BFC issued a total of 1,207,428 shares of its Class B Common Stock to the BBX Capital RSU Holders and received a total of 223,598  shares of BBX Capital’s Class A Common Stock in exchange therefor.  Between October 1, 2016 and October 4, 2016, BFC issued a total of 323,394 shares of its Class B Common Stock to the BBX Capital RSU

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Holders and received a total of 59,888  shares of BBX Capital’s Class A Common Stock in exchange therefor. See Note 12 for additional information regarding the share exchanges.



Recently Adopted Accounting Pronouncements



In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” as amended by ASU 2015-15, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount.  However, ASU 2015-03 also permits presentation of debt issuance costs on line-of-credit arrangements as assets. This standard became effective for the Company on January 1, 2016.  The Company’s adoption of ASU 2015-03 is reflected in the accompanying balance sheets as of September 30, 2016 and December 31, 2015 and in the tables included in Note 8.  As further reflected in the table below, as a result of the adoption of ASU 2015-03, the Company has reclassified certain unamortized debt issuance costs as a direct deduction from the carrying value of the associated debt liability reported in the Company’s Consolidated Balance Sheet as of December 31, 2015 contained in the 2015 Annual Report (in thousands):





 

 

 

 

 

 



 

 

 

 

 

 



 

As presented

 

 

 

 



 

in the 2015

 

 

 

 



 

Annual Report

 

 

 

As adjusted



 

December 31,

 

 

 

December 31,



 

2015

 

Reclassification

 

2015

Other assets

$

111,113 

$

(8,738)

$

102,375 

Receivable backed notes payable - non-recourse (VIE)

 

318,929 

 

(4,905)

 

314,024 

Lines of credit and notes payable

 

123,005 

 

(2,011)

 

120,994 

Junior subordinated debentures

 

152,307 

 

(1,822)

 

150,485 





As of January 1, 2016, BFC adopted ASU 2015-02 – Amendments to the Consolidation Analysis (Topic 810).  ASU 2015-02 changed the manner in which a reporting entity assesses one of the five characteristics that determines if an entity is a variable interest entity.  In particular, when decision-making over the entity’s most significant activities has been outsourced, the update changes how a reporting entity assesses if the equity holders at risk lack decision making rights.  The update also introduces a separate analysis specific to limited partnerships and similar entities for assessing if the equity holders at risk lack decision making rights.  The adoption of this update on January 1, 2016 did not have a material impact on the Company’s consolidated financial statements.



New Accounting Pronouncements



The FASB has issued the following accounting pronouncements and guidance which may be applicable to the Company but have not yet become effective. (See the 2015 Annual Report for accounting pronouncements issued prior to March 15, 2016 which may be applicable to the Company.) 



Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. This ASU presents guidance on the classification of certain cash receipts and payments with the objective of reducing the existing diversity in current practice. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted in any interim or annual period.  The Company is currently evaluating the requirements of this update and has not yet determined its impact on the Company’s consolidated financial statements.



Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU introduces an approach based on expected credit losses to estimate credit losses on certain types of financial instruments.  This ASU also expands the disclosure requirements regarding a company’s assumptions, models, and methods for estimating the allowance for loan losses. Further, public entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination (i.e., by vintage year). This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the requirements of this update and has not yet determined its impact on the Company’s consolidated financial statements.



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Accounting Standards Update (ASU) No. 2016-09 – Compensation – Stock Compensation (Topic 718). The amendments in this update affect all entities that issue share-based payment awards to their employees. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  The guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.  Early adoption is permitted in any interim or annual period.  The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements.



Accounting Standards Update (ASU) No. 2016-07 – Investments – Equity Method and Joint Ventures (Topic 323) – Simplifying the Transition to the Equity Method of AccountingThis update addresses the use of the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence.  The amendments in this update eliminate the requirement to retroactively adopt the equity method of accounting.  The guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.  Early adoption is permitted.  The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements.



Accounting Standards Update (ASU) No. 2014-09 –  Revenue Recognition (Topic 606): Revenue from Contracts with Customers. This guidance is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principle based approach.  It also requires disclosures designed to enable readers of financial statements to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.  Further, in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net), in April and May 2016, the FASB issued ASU 2016-10 and 2016-12, respectively, Revenue from Contracts with Customers (Topic 606), and in May 2016, the FASB issued ASU 2016-11 – Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09. These updates clarify implementation guidance on the related topic.  The accounting guidance updates will replace most existing revenue recognition guidance in GAAP. The standard is effective for annual and interim reporting periods beginning after December 15, 2017.  Earlier adoption is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.  The Company is currently evaluating the requirements of these updates and has not yet determined their impact on the Company's consolidated financial statements. 

   



2.    Variable Interest Entities



Bluegreen



Bluegreen sells VOI notes receivable through special purpose finance entities. These transactions are generally structured as non-recourse to Bluegreen, and are designed to provide liquidity for Bluegreen and to transfer the economic risks and certain benefits of the notes receivable to third-parties.  In a securitization, various classes of debt securities are issued by the special purpose finance entities that are generally collateralized by a single tranche of transferred assets, which consist of VOI notes receivable.  Bluegreen services the securitized notes receivable for a fee pursuant to servicing agreements negotiated with third parties based on market conditions at the time of the securitization.



In these securitizations, Bluegreen generally retains a portion of the securities and continues to service the securitized notes receivable.  Under these arrangements, the cash payments received from obligors on the receivables sold are generally applied monthly to pay fees to service providers, make interest and principal payments to investors, and fund required reserves, if any, with the remaining balance of such cash retained by Bluegreen; however, to the extent the portfolio of receivables fails to satisfy specified performance criteria (as may occur due to, among other things, an increase in default rates or credit loss severity) or other trigger events occur, the funds received from obligors are distributed on an accelerated basis to investors.  Depending on the circumstances and the transaction, the application of the accelerated payment formula may be permanent or temporary until the trigger event is cured.  As of September 30, 2016, Bluegreen was in compliance with all applicable terms under its securitization transactions, and no trigger events had occurred.



In accordance with applicable accounting guidance for the consolidation of VIEs, Bluegreen analyzes its variable interests, which may consist of loans, servicing rights, guarantees, and equity investments, to determine if an entity in which Bluegreen has a variable interest is a VIE.  Bluegreen’s analysis includes a review of both quantitative and

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qualitative factors.  Bluegreen bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on the design of the entity, its organizational structure, including decision-making ability, and relevant financial agreements.  Bluegreen also uses its qualitative analysis to determine if Bluegreen must consolidate a VIE as the primary beneficiary.  In accordance with applicable accounting guidance, Bluegreen has determined these securitization entities to be VIEs of which Bluegreen is the primary beneficiary and, therefore, Bluegreen consolidates the entities into its financial statements.  As previously described, BFC consolidates Bluegreen and its consolidated subsidiaries and VIEs into BFC’s financial statements.



Under the terms of certain of Bluegreen’s timeshare note sales, Bluegreen has the right to repurchase or substitute a limited amount of defaulted mortgage notes receivable for new notes receivable at the outstanding principal balance plus accrued interest.  Voluntary repurchases and substitutions by Bluegreen of defaulted notes receivable during the nine months ended September 30, 2016 and 2015 were $3.5 million and $2.3 million, respectively.  Bluegreen’s maximum exposure to loss relating to its nonrecourse securitization entities is the difference between the outstanding VOI notes receivable and the notes payable, plus cash reserves and any additional residual interest in future cash flows from collateral.



The assets and liabilities of Bluegreen’s consolidated VIEs included in the Company’s condensed consolidated statements of financial condition are as follows (in thousands):





 

 

 

 



 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015

Restricted cash

$

22,911 

 

25,358 

Securitized notes receivable, net

 

301,278 

 

280,841 

Receivable backed notes payable - non-recourse

 

341,291 

 

314,024 





The restricted cash and securitized notes receivable balances disclosed above are restricted to satisfy obligations of the VIEs.





3.     Investments in Unconsolidated Real Estate Joint Ventures 



BBX Capital had the following investments in unconsolidated real estate joint ventures (in thousands):







 

 

 

 



 

 

 

 



 

September 30,

 

December 31,

Investment in unconsolidated real estate joint ventures

 

2016

 

2015

Altis at Kendall Square, LLC

$

705 

 

764 

Altis at Lakeline - Austin Investors LLC

 

5,201 

 

5,210 

New Urban/BBX Development, LLC

 

903 

 

864 

Sunrise and Bayview Partners, LLC

 

1,566 

 

1,577 

Hialeah Communities, LLC

 

2,947 

 

4,569 

PGA Design Center Holdings, LLC

 

1,857 

 

1,911 

CCB Miramar, LLC

 

875 

 

875 

Centra Falls, LLC

 

706 

 

727 

The Addison on Millenia Investment, LLC

 

5,868 

 

5,778 

BBX/S Millenia Blvd Investments, LLC

 

4,983 

 

4,905 

Altis at Bonterra - Hialeah, LLC

 

17,375 

 

15,782 

Altis at Shingle Creek Manager, LLC

 

332 

 

 -

Investments in unconsolidated real estate joint ventures

$

43,318 

 

42,962 





BBX Capital’s investments in unconsolidated real estate joint ventures are accounted for as variable interest entities. 



The amount of interest capitalized in investments in unconsolidated real estate joint ventures associated with joint venture real estate development activities for the three and nine months ended September 30, 2016 was $275,000 

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and $608,000, respectively, and for the three and nine months ended September 30, 2015 was $131,000 and $359,000, respectively.  



BBX Capital received $5.0 million and $6.6 million of distributions from unconsolidated real estate joint ventures for the three and nine months ended September 30, 2016, respectively.



The condensed statements of operations for the three and nine months ended September 30, 2016 and 2015 for all the above listed equity method joint ventures in the aggregate was as follows (in thousands):







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Nine Months Ended



 

September 30,

 

September 30,



 

2016

 

2015

 

2016

 

2015

Total revenues

$

11,726 

 

1,051 

 

17,980 

 

2,088 

Total costs and expenses

 

(4,109)

 

(1,075)

 

(9,136)

 

(3,463)

Net earnings (loss)

$

7,617 

 

(24)

 

8,844 

 

(1,375)

Equity in net earnings (losses) of unconsolidated real estate joint ventures

$

4,480 

 

(158)

 

5,793 

 

(753)



See Note 10 to the Consolidated Financial Statements included in the 2015 Annual Report for additional information on BBX Capital’s investments in unconsolidated real estate joint ventures.  

 



4.    BBX Capital’s Loans Held-for-Sale and Loans Receivable 



BBX Capital’s loans held-for-sale and loans receivable portfolios consisted of the following components (in thousands):



 

 

 

 



 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015



 

 

 

 

Loans held-for-sale

$

 -

 

21,354 



 

 

 

 

Commercial non-real estate

$

1,190 

 

11,250 

Commercial real estate

 

7,879 

 

16,294 

Small business

 

2,645 

 

4,054 

Consumer

 

1,907 

 

2,368 

Residential

 

14,995 

 

69 

         Loans receivable, net

$

28,616 

 

34,035 





As of September 30, 2016, foreclosure proceedings were in-process on $10.2 million of BBX Capital’s residential loans and $0.3 million of consumer loans.



Loans held-for-sale are reported at the lower of cost or fair value measured on an aggregate basis. As of December 31, 2015 the lower of cost or fair value adjustment on loans held-for-sale was $1.6 million.  BBX Capital transfers loans from held-for-sale to loans receivable when, based on the current economic environment and related market conditions, it has the intent to hold those loans for the foreseeable future. As of June 30, 2016, based on then current market conditions and an evaluation of the residential loan portfolio, BBX Capital transferred residential loans held-for-sale with aggregate unpaid principal balances, net of charge-offs, of $17.3 million from loans held-for-sale to loans receivable. The lower of cost or fair value of the residential loans on the transfer date was $16.1 million. Any difference between the lower of cost or fair value of the loan and the unpaid principal balance net of charge-offs was recognized as a discount.



The total discount on BBX Capital’s loans receivable was $3.6 million and $3.3 million as of September 30, 2016 and December 31, 2015, respectively. 

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The unpaid principal balance less charge-offs and discounts of non-accrual loans receivable was (in thousands):





 

 

 

 



 

 

 

 



 

September 30,

 

December 31,

Loan Class

 

2016

 

2015

Commercial non-real estate

$

1,190 

 

1,250 

Commercial real estate

5,952 

 

9,639 

Small business

 

2,645 

 

4,054 

Consumer

 

1,809 

 

2,368 

Residential

 

13,569 

 

69 

Total nonaccrual loans

$

25,165 

 

17,380 





An age analysis of the past due recorded investment in BBX Capital’s loans receivable as of September 30, 2016 and December 31, 2015 was as follows (in thousands):





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Total



 

31-59 Days

 

60-89 Days

 

90 Days

 

Total

 

 

 

Loans

September 30, 2016

 

Past Due

 

Past Due

 

or More (1)

 

Past Due

 

Current

 

Receivable

Commercial non-real estate

$

 -

 

 -

 

330 

 

330 

 

860 

 

1,190 

Commercial real estate

 

 -

 

 -

 

3,986 

 

3,986 

 

3,893 

 

7,879 

Small business

 

68 

 

 -

 

56 

 

124 

 

2,521 

 

2,645 

Consumer

 

 -

 

12 

 

557 

 

569 

 

1,338 

 

1,907 

Residential

 

520 

 

22 

 

10,302 

 

10,844 

 

4,151 

 

14,995 

Total

$

588 

 

34 

 

15,231 

 

15,853 

 

12,763 

 

28,616 









 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Total



 

31-59 Days

 

60-89 Days

 

90 Days

 

Total

 

 

 

Loans

December 31, 2015

 

Past Due

 

Past Due

 

or More (1)

 

Past Due

 

Current

 

Receivable

Commercial non-real estate

$

 -

 

 -

 

329 

 

329 

 

10,921 

 

11,250 

Commercial real estate

 

 -

 

 -

 

3,986 

 

3,986 

 

12,308 

 

16,294 

Small business:

 

 -

 

205 

 

 -

 

205 

 

3,849 

 

4,054 

Consumer

 

316 

 

138 

 

562 

 

1,016 

 

1,352 

 

2,368 

Residential

 

 -

 

24 

 

42 

 

66 

 

 

69 

Total

$

316 

 

367 

 

4,919 

 

5,602 

 

28,433 

 

34,035 





1)

BBX Capital had no loans that were 90 days or more past due and still accruing interest as of September 30, 2016 and December 31, 2015.



13

 


 

 

The activity in BBX Capital’s allowance for loan losses for the three and nine months ended September 30, 2016 and 2015 was as follows (in thousands): 





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

For the Three Months

 

For the Nine Months



 

Ended September 30,

 

Ended September 30,

Allowance for Loan Losses:

2016

 

2015

 

2016

 

2015

Beginning balance

$

 -

 

172 

 

 -

 

977 

    Charge-offs :

 

(48)

 

(97)

 

(144)

 

(993)

     Recoveries :

 

10,992