SOURCE: BFC Financial Corporation

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August 05, 2014 08:45 ET

BFC Financial Corporation Reports Financial Results for the Second Quarter, 2014

FORT LAUDERDALE, FL--(Marketwired - August 05, 2014) - BFC Financial Corporation ("BFC" or the "Company") (OTCQB: BFCF) (OTCQB: BFCFB) reported financial results for the three and six month periods ended June 30, 2014.

BFC reported net income attributable to BFC of $9.3 million, or $0.11 per diluted share, for the quarter ended June 30, 2014, compared to a net loss attributable to BFC of $(1.7) million, or $(0.02) per diluted share, for the quarter ended June 30, 2013. 

BFC reported net income attributable to BFC of $12.4 million, or $0.15 per diluted share, for the six month period ended June 30, 2014, compared to a net loss attributable to BFC of ($4.3) million or ($0.05) per diluted share, for the comparable six month period ended June 30, 2013. 

As of June 30, 2014, BFC had total consolidated assets of $1.4 billion, and shareholders' equity attributable to BFC of $252.5 million. BFC's book value per share at June 30, 2014 was $3.19.

BFC's Chairman and CEO, Mr. Alan B. Levan, commented, "We are pleased with the efforts and solid performance at BFC and our principal holdings, which include our 52% ownership interest in BBX Capital Corporation ("BBX Capital") and our interest in Bluegreen Corporation ("Bluegreen"). Bluegreen is a wholly owned subsidiary of Woodbridge Holdings, LLC ("Woodbridge"), which is owned 54% by BFC and 46% by BBX Capital. 

"On April 16, 2014, BBX Capital filed its Corporate Overview with the SEC. In that document, BBX Capital discussed its strategy, culture, and goals, and BFC fully subscribes to these objectives. As discussed in the Corporate Overview, we believe it is important to highlight:

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

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

"In all, we believe this reflects BFC's philosophy and how we are approaching our business. We invite our readers to review the full BBX Capital Corporate Overview, which is available to view on the BBX Capital website: www.BBXCapital.com and the BFC website: www.BFCFinancial.com," Levan concluded.

Net income (loss) attributable to BFC is defined as net income (loss) after non-controlling interests. Under generally accepted accounting principles, the financial statements of the companies in which BFC holds a controlling interest, including BBX Capital (NYSE: BBX) and Woodbridge and its subsidiary, Bluegreen, are consolidated in BFC's financial statements. 

Overview and Highlights:

BFC Selected Financial Data (Consolidated)
Second Quarter, 2014 Compared to Second Quarter, 2013

  • Total revenues of $173.3 million vs. $132.2 million
  • Net income of $9.3 million vs. a net loss of $(1.7) million
  • Diluted earnings per share of $0.11 vs. diluted loss per share of $(0.02)
  • Assets were $1.4 billion at June 30, 2014 and December 31, 2013

BFC Selected Financial Data (Consolidated)
Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

  • Total revenues of $324.0 million vs. $254.8 million
  • Net income of $12.4 million vs. a net loss of $(4.3) million
  • Diluted earnings per share of $0.15 vs. diluted loss per share of $(0.05)

The following selected information relates to the operating activities of BFC's significant subsidiary, Bluegreen Corporation. See supplemental tables for consolidating income statements for the three and six month periods ended June 30, 2014 and 2013.

BBX Capital Corporation

As previously described, BFC's principal holdings include a 52% ownership interest in BBX Capital Corporation. Additional information regarding BBX Capital can be found in BBX Capital's earnings press release for the second quarter of 2014, which was issued on August 5, 2014 and is attached hereto, and in its Annual Report on Form 10-K for the year ended December 31, 2013 and other filings with the SEC, which are available to view on the SEC's website, www.sec.gov, and on BBX Capital's website, www.BBXCapital.com.

Bluegreen Corporation

Bluegreen Highlights for the Second Quarter, 2014 Compared to Second Quarter, 2013

  • System-wide sales of Vacation Ownership Interests ("VOIs") were $139.0 million vs. $116.4 million
    • Legacy sales of VOIs under Bluegreen's traditional business model were $46.8 million vs. $65.9 million
    • Sales of VOIs under Bluegreen's "capital-light" business strategy (1) were $92.2 million vs. $50.5 million
      • Secondary market sales of VOIs were $17.3 million vs. $3.8 million
      • Just-in-time sales of VOIs were $9.7 million vs. $5.9 million
      • Sale of third party VOIs - commission basis were $65.2 million vs. $40.9 million and generated sales and marketing commissions of $43.2 million vs. $26.7 million
  • Other fee-based revenue rose 13% to $23.0 million 
  • Bluegreen managed 48 timeshare resort properties as of June 30, 2014, compared to 45 as of June 30, 2013.
  • Income from continuing operations was $20.3 million vs. $12.1 million
  • EBITDA was $37.6 million vs. $23.5 million
  • Income from continuing operations before income taxes was $31.7 million vs. $17.7 million
  • Operating profit was $31.2 million vs. $17.5 million
  1. Bluegreen's sales of VOIs under its capital-light business strategy include sales of VOIs under fee-based sales and marketing arrangements, Just-In-Time inventory acquisition arrangements where Bluegreen enters into agreements with third party developers that allow Bluegreen to buy VOI inventory from time to time in close proximity to the time when Bluegreen intends to sell such VOIs and Secondary Market arrangements pursuant to which Bluegreen acquires VOI inventory from resorts' property owner associations and other third parties through foreclosure in connection with maintenance fee defaults, and generally at a significant discount, close to the time when Bluegreen intends to sell such VOIs.

System-wide sales of VOIs, net 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. The growth in system-wide sales of VOIs, net during the 2014 period as compared to the same period in 2013 reflects an increase in the number of sales tours and an increase in the sale-to-tour conversion ratio. During the three months ended June 30, 2014, the number of sales tours increased by 8% compared to the same periods in 2013. The increase in the number of sales tours reflects efforts to expand marketing to sales prospects through new marketing initiatives. Additionally, during the three months ended June 30, 2014, Bluegreen's sale-to-tour conversion ratio to new prospects increased 11% compared the same period in 2013.

During the three months ended June 30, 2014 and 2013, cost of VOIs sold were 13% of sales of VOIs. Cost of VOIs sold as a percentage of sales of VOIs may vary between periods based on the relative costs of the specific VOIs sold in each period and the size of the point packages of the VOIs sold (due to offered volume discounts, including consideration of cumulative sales to existing owners). Additionally, the effect of changes in estimates under the relative sales value method, including estimates of project sales, future defaults, upgrades and incremental revenue from the resale of repossessed VOI inventory, are reflected on a retrospective basis during the period in which the change occurs. Therefore, cost of sales will typically be favorably impacted in periods where a significant amount of Secondary Market VOI inventory is acquired and the resulting change in estimate is recognized.

The $12 million increase in selling and marketing expenses during the second quarter of 2014 compared to the same period in 2013 was a result of Bluegreen's focus on increasing its marketing efforts to new customers as opposed to existing owners, as marketing to new customers has a higher marketing cost. Bluegreen intends to continue to emphasize expanding marketing to new customers and, as a result, sales and marketing expenses generally, and as a percentage of sales, may continue to increase.

During the three months ended June 30, 2014, Legacy sales of VOIs declined to $46.8 million versus $65.9 million in the comparable 2013 period. This decline reflects Bluegreen's continued focus on its capital-light business strategy and its efforts to achieve selling and marketing efficiencies through new marketing channels. Bluegreen believes its capital-light business strategy enables it to leverage its expertise in resort management, sales and marketing, mortgage servicing, title services, and construction management to generate recurring revenues from third parties. 

BLUEGREEN RESORTS

The following table provides supplemental financial information for the three months ended
June 30, 2014 and 2013 (In thousands, except percentages) (Unaudited):

       
    For the Three Months Ended June 30,  
    2014    2013  
    Amount  % of System-wide sales of VOIs, net(5)    Amount  % of System-wide sales of VOIs, net(5)  
                  
Legacy VOI sales (1) $ 46,775  34 %$ 65,886  57 %
VOI sales-secondary market   17,301  12 %  3,755  3 %
Sales of third-party VOIs-commission basis   65,230  47 %  40,867  35 %
Sales of third-party VOIs-just-in-time basis   9,670  7 %  5,876  5 %
System-wide sales of VOIs, net   138,976  100 %  116,384  100 %
Less: Sales of third-party VOIs-commission basis   (65,230 )-47 %  (40,867 )-35 %
Gross sales of VOIs   73,746  53 %  75,517  65 %
Estimated uncollectible VOI notes receivable (2)   (9,675 )-13 %  (16,926 )-22 %
Sales of VOIs   64,071  46 %  58,591  50 %
Cost of VOIs sold (3)   (8,277 )-13 %  (7,808 )-13 %
Gross profit (3)   55,794  87 %  50,783  87 %
Fee-based sales commission revenue (4)   43,194  66 %  26,695  65 %
Other fee-based services revenue   23,008  17 %  20,416  18 %
Cost of other fee-based services   (12,677 )-9 %  (11,063 )-10 %
Net carrying cost of VOI inventory   (2,093 )-2 %  (1,533 )-1 %
Selling and marketing expenses   (65,141 )-47 %  (53,353 )-46 %
General and administrative expenses   (20,484 )-15 %  (23,886 )-21 %
Net interest spread   9,629  7 %  9,443  8 %
Operating profit   31,230  22 %  17,502  15 %
Other income, net   514       181     
Income from continuing operations before income taxes   31,744       17,683     
Less: Provision for income taxes   11,441       5,540     
Income from continuing operations   20,303       12,143     
Gain (loss) from discontinued operations   103       (78 )   
Net income   20,406       12,065     
Less: Net income attributable to noncontrolling interests   2,080       3,752     
Net income attributable to Bluegreen $ 18,326     $ 8,313     
           
           

(1) Legacy VOI sales represent sales of Bluegreen-owned VOIs acquired or developed under Bluegreen's traditional VOI business. Legacy VOI sales do not include Secondary Market, Commission Basis, or Just-In-Time VOI sales. 
(2) Percentages for estimated uncollectible VOI notes receivable are calculated as a percentage of gross sales of VOIs (and not of system-wide sales of VOIs, net).
(3) Percentages for costs of VOIs sold and gross profit are calculated as a percentage of sales of VOIs (and not of system-wide sales of VOIs, net).
(4) Percentages for fee-based sales commission revenue are calculated based on sales of third-party VOIs-commission basis (and not of system-wide sales of VOIs, net).
(5) Unless otherwise indicated above.

The following table provides supplemental financial information for the six months ended June 30, 2014 and 2013 (in thousands, except percentages) (Unaudited):

   
  For the Six Months Ended June 30,  
2014    2013  
Amount  % of System-wide sales of VOIs, net(5)    Amount  % of System-wide sales of VOIs, net(5)  
                  
Legacy VOI sales (1) $ 83,638  34 %$ 119,457  58 %
VOI sales-secondary market   36,968  15 %  9,638  5 %
Sales of third-party VOIs-commission basis   107,322  43 %  70,261  34 %
Sales of third-party VOIs-just-in-time basis   20,913  8 %  7,738  4 %
System-wide sales of VOIs, net   248,841  100 %  207,094  100 %
Less: Sales of third-party VOIs-commission basis   (107,322 )-43 %  (70,261 )-34 %
Gross sales of VOIs   141,519  57 %  136,833  66 %
Estimated uncollectible VOI notes receivable (2)   (17,204 )-12 %  (20,958 )-15 %
Sales of VOIs   124,315  50 %  115,875  56 %
Cost of VOIs sold (3)   (15,325 )-12 %  (14,369 )-12 %
Gross profit (3)   108,990  88 %  101,506  88 %
Fee-based sales commission revenue (4)   70,309  66 %  45,560  65 %
Other fee-based services revenue   44,933  18 %  39,701  19 %
Cost of other fee-based services   (23,911 )-10 %  (21,334 )-10 %
Net carrying cost of VOI inventory   (4,411 )-2 %  (4,047 )-2 %
Selling and marketing expenses   (117,699 )-47 %  (98,331 )-47 %
General and administrative expenses   (40,402 )-16 %  (43,268 )-21 %
Net interest spread   19,215  8 %  19,850  10 %
Operating profit   57,024  23 %  39,637  19 %
Other income, net   1,027       475     
Income from continuing operations before income taxes   58,051       40,112     
Less: Provision for income taxes   20,586       13,117     
Income from continuing operations   37,465       26,995     
Gain (loss) from discontinued operations   57       (128 )   
Net income   37,522       26,867     
Less: Net income attributable to noncontrolling interests   5,038       12,333     
Net income attributable to Bluegreen $ 32,484     $ 14,534     
           

 (1) Legacy VOI sales represent sales of Bluegreen-owned VOIs acquired or developed under Bluegreen's traditional VOI business. Legacy VOI sales do not include Secondary Market, Commission Basis, or Just-In-Time VOI sales.
(2) Percentages for estimated uncollectible VOI notes receivable are calculated as a percentage of gross sales of VOIs (and not of system-wide sales of VOIs, net).
(3) Percentages for costs of VOIs sold and gross profit are calculated as a percentage of sales of VOIs (and not of system-wide sales of VOIs, net).
(4) Percentages for fee-based sales commission revenue are calculated based on sales of third-party VOIs-commission basis (and not of system-wide sales of VOIs, net).
(5) Unless otherwise indicated above.

Bluegreen Balance Sheet Highlights (in thousands):

       
       
    June 30, December 31,
    2014 2013
       
Cash and cash equivalents $ 147,595 158,096
Notes receivable, net   436,330 455,569
Inventory of real estate   203,891 204,256
Lines-of credit, notes payable, and receivable-backed notes payable   501,243 537,500
Junior subordinated debentures   63,672 62,379
Total equity   282,197 278,177
    

The following tables present Bluegreen's earnings before interest, taxes, depreciation and amortization ("EBITDA"), as more fully described below, for the three and six months ended June 30, 2014 and 2013, as well as a reconciliation of EBITDA to Income from continuing operations (in thousands):

       
    For the Three Months Ended  
    June 30, 2014  June 30, 2013  
Income from continuing operations - Woodbridge $ 19,603  11,313  
Loss from Woodbridge parent only   (700 )(830 )
Income from continuing operations, Bluegreen   20,303  12,143  
 Add/(Less):         
 Interest income (other than interest earned on VOI notes receivable)   (223 )(92 )
 Interest expense   10,716  10,991  
 Interest expense on Receivable-Backed Debt   (6,596 )(6,751 )
 Provision for Income and Franchise Taxes   11,474  5,576  
 Depreciation and Amortization   1,902  1,659  
EBITDA $ 37,576  23,526  
      
       
    For the Six Months Ended  
    June 30, 2014  June 30, 2013  
Income from continuing operations - Woodbridge $ 36,133  24,965  
Loss from Woodbridge parent only   (1,332 )(2,030 )
Income from continuing operations, Bluegreen   37,465  26,995  
 Add/(Less):         
 Interest income (other than interest earned on VOI notes receivable)   (513 )(192 )
 Interest expense   21,765  21,095  
 Interest expense on Receivable-Backed Debt   (12,720 )(13,909 )
 Provision for Income and Franchise Taxes   20,663  13,205  
 Depreciation and Amortization   3,607  3,274  
EBITDA $ 70,267  50,468  
      

EBITDA is defined as earnings, or income from continuing operations, before taking into account interest income (other than interest earned on VOI notes receivable), interest expense (other than interest expense incurred on financings related to Bluegreen's receivable-backed notes payable), provision for income taxes and franchise taxes, and depreciation and amortization. For purposes of the EBITDA calculation, Bluegreen does not adjust 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 Bluegreen considers both to be part of the operations of its business.

Bluegreen considers its EBITDA to be an indicator of its operating performance, and Bluegreen uses it to measure Bluegreen's ability to service its debt, fund its capital expenditures and expand its business. Bluegreen also uses it, as do 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.

BFC Financial Corporation - BBX Capital Corporation
Proposed Merger:

In May 2013, BFC entered into a merger agreement with BBX Capital. The Merger Agreement provides for BBX Capital to merge with and into a subsidiary of BFC, with the surviving company remaining a wholly owned subsidiary of BFC. Under the terms of the Merger Agreement, BBX Capital's shareholders (other than BFC and shareholders who exercise and perfect their appraisal rights in accordance with Florida law) will be entitled to receive 5.39 shares of BFC's Class A Common Stock in exchange for each share of BBX Capital's Class A Common Stock that they hold at the effective time of the Merger. The Merger Agreement was approved by BBX Capital's shareholders and by BFC's shareholders on April 29, 2014. Consummation of the Merger is subject to certain closing conditions, including, without limitation, BFC's Class A Common Stock being approved for listing on a national securities exchange (or interdealer quotation system of a registered national securities association) at the effective time of the Merger, and the absence of any "Material Adverse Effect" (as defined in the Merger Agreement) with respect to either BBX Capital or BFC. The Merger is not anticipated to close prior to the first quarter of 2015.

More complete and detailed information relating to BFC and its financial results are available in BFC's Annual Report on Form 10-K for the year ended December 31, 2013 and other filings with the SEC, which are available to view on the SEC's website, www.sec.gov, and on BFC's website, www.BFCFinancial.com.

About BFC Financial Corporation :
BFC (OTCQB: BFCF) (OTCQB: BFCFB) is a holding company whose principal holdings include a 52% ownership interest in BBX Capital Corporation (NYSE: BBX) and its indirect ownership interest in Bluegreen Corporation. BFC owns a 54% equity interest in Woodbridge, the parent company of Bluegreen. BBX Capital owns the remaining 46% equity interest in Woodbridge. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 60 owned or managed resorts, and access to more than 4,000 resorts worldwide. BBX Capital, a New York Stock Exchange listed company, is involved in the acquisition, ownership and management of, and joint ventures and investments in real estate and real estate development projects as well as investments and management of middle market operating businesses. As described above, BBX Capital also has a 46% equity interest in Bluegreen. 

As of June 30, 2014, BFC had total consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $252.5 million, and total consolidated equity of approximately $445.6 million. BFC's book value per share at June 30, 2014 was $3.19. For more information, visit www.BFCFinancial.com.

For further information, please visit our family of companies:
BFC Financial: www.BFCFinancial.com
Bluegreen Corp.: www.BluegreenVacations.com
BBX Capital: www.BBXCapital.com
Renin Corp.: www.ReninCorp.com
BBX Sweet Holdings: Hoffman's Chocolates: www.Hoffmans.com, Williams & Bennett:
www.WilliamsandBennett.com, Jer's Chocolates: www.Jers.com and Helen Grace Chocolates: www.HelenGrace.com
RoboVault: www.RoboVault.com

About BBX Capital Corporation:  
BBX Capital, a New York Stock Exchange listed company (NYSE: BBX), is involved in the acquisition, ownership and management of, and joint ventures and investments in real estate and real estate development projects as well as investments and management of middle market operating businesses. In addition, BBX Capital and its holding company, BFC Financial Corporation, have a 46% and 54% indirect ownership interest in Bluegreen Corporation. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 60 owned or managed resorts, and access to more than 4,000 resorts worldwide.

As of June 30, 2014, BBX Capital had total consolidated assets of $399.3 million, shareholders' equity attributable to BBX Capital of approximately $312.7 million, and total consolidated equity of approximately $314.1 million. BBX Capital's book value per share at June 30, 2014 was $19.54.

This press release contains forward-looking statements based largely on current expectations of BFC or its subsidiaries that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements and can be identified by the use of words or phrases such as "plans," "believes," "will," "expects," "anticipates," "intends," "estimates," "our view," "we see," "would" and words and phrases of similar import. The forward looking statements in this document are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and involve substantial risks and uncertainties. We can give no assurance that such expectations will prove to have been correct. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on current expectations and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. When considering forward-looking statements, the reader should keep in mind the risks, uncertainties and other cautionary statements made herein. The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made. This press release also contains information regarding the past performance of investments and operations, and the reader should note that prior or current performance is not a guarantee or indication of future performance. In addition, some factors which may affect the accuracy of the forward-looking statements apply generally to the industries in which our subsidiaries operate, including the vacation ownership industry in which Bluegreen operates, and the investment, development, and asset management and real estate-related industries in which BBX Capital operates, while other factors apply more specifically to BFC, including, but not limited to, the following: the risks and uncertainties affecting BFC and its subsidiaries, and their respective results, operations, markets, products, services and business strategies, including with respect to BBX Capital, risks associated with its ability to successfully implement its currently anticipated plans and uncertainties regarding BBX Capital's ability to generate earnings under its new business strategy; the performance of entities in which BFC has made investments may not be profitable or their results as anticipated; BFC is dependent upon dividends from its subsidiaries to fund its operations; BFC's subsidiaries may not be in a position to pay dividends or otherwise make a determination to pay dividends to its shareholders;, dividend payments may be subject to certain restrictions, including restrictions contained in debt instruments; any payment of dividends by a subsidiary of BFC is subject to declaration by such subsidiary's board of directors or managers (which, in the case of BBX Capital, is currently comprised of a majority of independent directors under the listing standards of the NYSE) as well as the boards of directors of both BBX Capital and BFC in the case of dividend payments by Woodbridge; and dividend decisions may not be made in BFC's interests; risks relating to Woodbridge's April 2013 acquisition of Bluegreen, including the pending shareholder class action lawsuits relating to the transaction; the uncertainty regarding, and the impact on BFC's cash position of, the amount of cash that will be required to be paid to former shareholders of Woodbridge Holdings Corporation ("WHC") who exercised appraisal rights in connection with the 2009 merger between BFC and WHC, including the legal and other professional fees and other costs and expenses of such proceedings; the preparation of financial statements in accordance with GAAP involves making estimates, judgments and assumptions, and any changes in estimates, judgments and assumptions used could have a material adverse impact on the financial condition and operating results of BFC or its subsidiaries; risks related to litigation and other legal proceedings involving BFC and its subsidiaries, including (i) the legal and other professional fees and other costs and expenses of such proceedings, as well as the impact of any finding of liability or damages on the financial condition and operating results of BFC or its subsidiaries and (ii) with respect to the pending action brought by the SEC against BBX Capital and its Chairman, who also serves as BFC's Chairman, reputational risks and risks relating to the potential loss of the services of BFC's Chairman; the risk and uncertainties described below with respect to BBX Capital and Bluegreen; and BFC's success at managing the risks involved in the foregoing. With respect to Bluegreen, the risks and uncertainties include, but are not limited to: the overall state of the economy, interest rates and the availability of financing may affect Bluegreen's ability to market VOIs; Bluegreen's future success depends on its ability to market its products successfully and efficiently; Bluegreen's VOI sales may be materially and adversely impacted if it is unable to maintain or enter into new marketing alliances and relationships; Bluegreen's marketing expenses may continue to increase, particularly if Bluegreen's marketing efforts focus on new customers rather than sales to existing owners; increased marketing efforts and/or expenses may not result in increased sales; the risk that if new customers are not sufficiently added to Bluegreen's existing owner base, Bluegreen's ability to continue to sell VOIs to existing owners will diminish over time; Bluegreen may not be successful in increasing or expanding its fee-based services relationships because of changes in economic conditions or otherwise, and such fee-based service activities may not be profitable, which would have an adverse impact on its results of operations and financial condition; Bluegreen is subject to the risks of the real estate market and the risks associated with real estate development, including the decline in real estate values and the deterioration of other conditions relating to the real estate market and real estate development; adverse outcomes in legal or other regulatory proceedings, including assessments and claims for development-related defects and the costs and expenses associated with litigation, could adversely affect Bluegreen's financial condition and operating results; Bluegreen may be adversely affected by federal, state and local laws and regulations and changes in applicable laws and regulations, including the imposition of additional taxes on operations; Bluegreen has outstanding indebtedness which may negatively impact its available cash and its flexibility in the event of a deterioration of economic conditions and increase Bluegreen's vulnerability to adverse economic changes and conditions, and Bluegreen's level of indebtedness may increase in the future; there are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with GAAP and any changes in estimates, judgments and assumptions used could have a material adverse impact on Bluegreen's operating results and financial condition; the loss of the services of Bluegreen's key management and personnel could adversely affect Bluegreen's business; and Bluegreen's success at managing the risks involved in the foregoing. With respect to BBX Capital, the risks and uncertainties include those described in BBX Capital's earnings press release for the second quarter of 2014, which is attached hereto. This press release also contains forward looking statements regarding the Company's proposed Merger with BBX Capital which is subject to risks relating to the ability to realize the expected benefits from the Merger, the ability of the parties to satisfy all of the conditions to the closing of the Merger, including BFC's ability to obtain the listing of its Class A Common Stock on a national securities exchange (or qualified interdealer quotation system), litigation that has been brought challenging the Merger, and that the Merger may not otherwise be consummated in accordance with its terms, or at all. Reference is also made to the risks and uncertainties detailed in reports filed by BFC with the SEC, including the "Risk Factors" section of BFC's Annual Report on Form 10-K for the year ended December 31, 2013, which may be viewed on the SEC's website at www.sec.gov and on BFC's website at www.BFCFinancial.com. BFC cautions that the foregoing factors are not exclusive. 

Additional Information Regarding the Proposed Merger between BFC and BBX Capital and Where to Find it

In connection with the proposed merger between BFC and BBX Capital, BFC has filed a Registration Statement on Form S-4 with the SEC, which has been declared effective, and BFC and BBX Capital have mailed to their respective shareholders a joint proxy statement/prospectus concerning the merger. BFC and BBX Capital have also filed, and may in the future file, other documents with the SEC regarding the merger. Investors and shareholders of BFC and BBX Capital are urged to read the joint proxy statement/prospectus and other relevant documents filed with the SEC carefully and in their entirety because they contain important information. Investors and shareholders of BFC and BBX Capital can obtain copies of the joint proxy statement/prospectus and other relevant documents filed with the SEC free of charge from the SEC's website at www.sec.gov. Copies of the documents filed with the SEC by BFC are also available free of charge on BFC website at www.bfcfinancial.com under the tab "Investor Relations - Regulatory Info - SEC Filings" or by directing a request by mail to BFC Financial Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary, or by calling 954-940-4900. Copies of the documents filed with the SEC by BBX Capital are available free of charge on BBX Capital's website at www.bbxcapital.com under the tab "Investors - SEC Filings" or by directing a request by mail to BBX Capital Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary, or by calling 954-940-4000. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

The following supplemental table represents BFC's Consolidating Statement of Operations for the three months ended June 30, 2014.

   
BFC Financial Corporation
Consolidating Statement of Operations - Unaudited
(In thousands)
 
    Bluegreen Resorts BBX Capital  Unallocated Amounts and Eliminations  Total  
Revenues              
 Sales of VOIs $ 64,071 -  -  64,071  
 Sales, other   - 15,804  -  15,804  
 Interest income   20,344 1,282  (127 )21,499  
 Fee-based sales commission   43,194 -  -  43,194  
 Other fee-based services revenue   23,008 -  -  23,008  
 Gain on sale of assets   - 3,926  -  3,926  
 Other revenue   - 1,921  (104 )1,817  
Total revenues   150,617 22,933  (231 )173,319  
Costs and Expenses              
 Cost of sales of VOIs   8,277 -  -  8,277  
 Cost of sales, other   - 11,445  -  11,445  
 Cost of other resort operations   14,770 -  -  14,770  
 Interest expense   10,715 685  900  12,300  
 Recovery from loan losses   - (2,046 )-  (2,046 )
 Loss recoveries on assets   - (94 )-  (94 )
 Selling, general and administrative expenses   85,625 13,862  3,812  103,299  
Total costs and expenses   119,387 23,852  4,712  147,951  
               
 Equity earnings in Woodbridge   - 8,108  (8,108 )-  
 Other income (expense)   514 (26 )323  811  
Income (loss) from continuing operations before income taxes   31,744 7,163  (12,728 )26,179  
Less: Provision for income taxes   11,441 6  -  11,447  
Income (loss) from continuing operations   20,303 7,157  (12,728 )14,732  
Gain from discontinued operations   103 -  -  103  
Net income (loss)   20,406 7,157  (12,728 )14,835  
Less: Net income (loss) attributable to noncontrolling interests   2,080 (134 )3,629  5,575  
Net income (loss) attributable to BFC $ 18,326 7,291  (16,357 )9,260  
               
         

The following supplemental table represents BFC's Consolidating Statement of Operations for the three months ended June 30, 2013.

   
BFC Financial Corporation
Consolidating Statement of Operations - Unaudited
(In thousands)
 
    Bluegreen Resorts  BBX Capital  Unallocated Amounts and Eliminations  Total  
Revenues               
 Sales of VOIs $ 58,591  -  -  58,591  
 Sales, other   -  -  -  -  
 Interest income   20,434  2,373  -  22,807  
 Fee-based sales commission   26,695  -  -  26,695  
 Other fee-based services revenue   20,416  -  -  20,416  
 Gain on sale of assets   -  2,194  -  2,194  
 Other revenue   -  1,581  (110 )1,471  
Total revenues   126,136  6,148  (110 )132,174  
                
Costs and Expenses               
 Cost of sales of VOIs   7,808  -  -  7,808  
 Cost of sales, other   -  -  -  -  
 Cost of other resort operations   12,596  -  -  12,596  
 Interest expense   10,991  1,240  1,075  13,306  
 Provision for loan losses   -  172  -  172  
 Impairment on assets   -  2,977  -  2,977  
 Selling, general and administrative expenses   77,239  8,050  4,037  89,326  
Total costs and expenses   108,634  12,439  5,112  126,185  
                
 Equity earnings in Woodbridge   -  3,442  (3,442 )-  
 Other income   181  -  148  329  
Income (loss) from continuing operations before income taxes   17,683  (2,849 )(8,516 )6,318  
Less: Provision for income taxes   5,540  -  -  5,540  
Income (loss) from continuing operations   12,143  (2,849 )(8,516 )778  
Loss from discontinued operations   (78 )-  -  (78 )
Net income (loss)   12,065  (2,849 )(8,516 )700  
Less: Net income (loss) attributable to noncontrolling interests   3,752  -  (1,350 )2,402  
Net income (loss) attributable to BFC $ 8,313  (2,849 )(7,166 )(1,702 )
          

The following supplemental table represents BFC's Consolidating Statement of Operations for the six months ended June 30, 2014.

   
BFC Financial Corporation
Consolidating Statement of Operations - Unaudited
(In thousands)
 
    Bluegreen Resorts BBX Capital  Unallocated Amounts and Eliminations  Total  
Revenues              
 Sales of VOIs $ 124,315 -  -  124,315  
 Sales, other   - 32,671  -  32,671  
 Interest income   40,980 3,058  (338 )43,700  
 Fee-based sales commission   70,309 -  -  70,309  
 Other fee-based services revenue   44,933 -  -  44,933  
 Gain on sale of assets   - 3,877  -  3,877  
 Other revenue   - 4,455  (219 )4,236  
Total revenues   280,537 44,061  (557 )324,041  
               
Costs and Expenses              
 Cost of sales of VOIs   15,325 -  -  15,325  
 Cost of sales, other   - 23,546  -  23,546  
 Cost of other resort operations   28,322 -  -  28,322  
 Interest expense   21,765 1,512  1,700  24,977  
 Recovery from loan losses   - (3,294 )-  (3,294 )
 Impairment on assets   - 1,225  -  1,225  
 Selling, general and administrative expenses   158,101 26,916  8,933  193,950  
Total costs and expenses   223,513 49,905  10,633  284,051  
               
 Equity earnings in Woodbridge   - 14,330  (14,330 )-  
 Other income (expense)   1,027 (32 )564  1,559  
Income (loss) from continuing operations before income taxes   58,051 8,454  (24,956 )41,549  
Less: Provision for income taxes   20,586 6  (363 )20,229  
Income (loss) from continuing operations   37,465 8,448  (24,593 )21,320  
Gain from discontinued operations   57 -  -  57  
Net income (loss)   37,522 8,448  (24,593 )21,377  
Less: Net income (loss) attributable to noncontrolling interests   5,038 (201 )4,144  8,981  
Net income (loss) attributable to BFC $ 32,484 8,649  (28,737 )12,396  
         
         

The following supplemental table represents BFC's Consolidating Statement of Operations for the six months ended June 30, 2013.

   
BFC Financial Corporation
Consolidating Statement of Operations - Unaudited
(In thousands)
 
    Bluegreen Resorts  BBX Capital  Unallocated Amounts and Eliminations  Total  
Revenues               
 Sales of VOIs $ 115,875  -  -  115,875  
 Sales, other   -  -  -  -  
 Interest income   40,945  5,418  -  46,363  
 Fee-based sales commission   45,560  -  -  45,560  
 Other fee-based services revenue   39,701  -  -  39,701  
 Gain on sale of assets   -  4,256  -  4,256  
 Other revenue   -  3,309  (218 )3,091  
Total revenues   242,081  12,983  (218 )254,846  
                
Costs and Expenses               
 Cost of sales of VOIs   14,369  -  -  14,369  
 Cost of sales, other   -  -  -  -  
 Cost of other resort operations   25,381  -  -  25,381  
 Interest expense   21,095  2,422  2,291  25,808  
 Provision for loan losses   -  931  -  931  
 Impairment on assets   -  5,142  -  5,142  
 Selling, general and administrative expenses   141,599  17,311  8,119  167,029  
Total costs and expenses   202,444  25,806  10,410  238,660  
                
 Equity earnings in Woodbridge   -  3,442  (3,442 )-  
 Other income   475  -  222  697  
Income (loss) from continuing operations before income taxes   40,112  (9,381 )(13,848 )16,883  
Less: Provision for income taxes   13,117  -  -  13,117  
Income (loss) from continuing operations   26,995  (9,381 )(13,848 )3,766  
Loss from discontinued operations   (128 )-  -  (128 )
Net income (loss)   26,867  (9,381 )(13,848 )3,638  
Less: Net income (loss) attributable to noncontrolling interests   12,333  -  (4,435 )7,898  
Net income (loss) attributable to BFC $ 14,534  (9,381 )(9,413 )(4,260 )
          
          

BFC Financial Corporation's holdings include a 52% ownership interest in BBX Capital Corporation.

BBX Capital Corporation Reports Financial Results for the Second Quarter, 2014

FORT LAUDERDALE, FL BBX Capital Corporation ("BBX Capital" and/or the "Company") (NYSE: BBX), formerly BankAtlantic Bancorp, Inc., reported financial results for the three and six month periods ended June 30, 2014.

BBX Capital reported net income of $7.2 million, or $0.43 per diluted share, for the quarter ended June 30, 2014, versus a net loss of ($2.8) million, or ($0.18) per diluted share, for the quarter ended June 30, 2013. 

BBX Capital reported net income of $8.4 million, or $0.52 per diluted share, for the six month period ended June 30, 2014, versus a net loss of ($9.4) million, or ($0.59) per diluted share, for the comparable six month period ended June 30, 2013. 

As of June 30, 2014, BBX Capital had total consolidated assets of $399.3 million, shareholders' equity attributable to BBX Capital of approximately $312.7 million, and total consolidated equity of approximately $314.1 million. BBX Capital's book value per share at June 30, 2014 was $19.54.

Overview and Highlights:

BBX Capital Selected Financial Data (Consolidated)
Second Quarter, 2014 Compared to Second Quarter, 2013

  • Total revenues of $22.9 million vs. $6.1 million
  • Net income of $7.2 million vs. Net loss of ($2.8) million
  • Diluted earnings (loss) per share of $0.43 vs. ($0.18)
  • Book value per share was $19.54 vs. $15.53
  • Total assets were $399.3 million vs. $442.0 million
  • BB&T's preferred interest in FAR was $27.0 million vs. $154.5 million
    (BB&T's preferred interest in FAR was $16.4 million as of July 31, 2014)
  • Real estate was $131.1 million vs. $73.9 million
  • Loans receivable were $39.5 million vs. $227.1 million
  • Loans held-for-sale were $46.6 million vs. $19.0 million

BBX Capital Selected Financial Data (Consolidated)
Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

  • Total revenues of $44.1 million vs. $13.0 million
  • Net income of $8.4 million vs. Net loss of ($9.4) million
  • Diluted earnings (loss) per share of $0.52 vs. ($0.59)

BBX Capital's Chairman and CEO, Mr. Alan B. Levan, commented, "We are pleased with the results and momentum during the quarter. As we discussed in our BBX Capital Corporate Overview, since the sale of BankAtlantic in July 2012, our corporate strategy is to focus on repositioning our business by monetizing our legacy portfolios, and pursuing our goal of transitioning into a growth business by focusing on real estate opportunities and operating businesses. Our results during the three and six month periods of 2014 reflect our pursuit of this strategy. As a reminder, we invite our readers to review the BBX Capital Corporate Overview, which was filed by the Company with the SEC on April 16, 2014, and is available to view on the BBX Capital website: www.BBXCapital.com. In that document we discussed our corporate strategy, but more importantly we discussed who we are and how we are approaching our business: 

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

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

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

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 more consistent cash flows and earnings over time.

The following is a summary of the Company's investments in operating businesses:

Bluegreen Corporation: On April 2, 2013, BBX Capital acquired a 46% interest in Woodbridge Holdings, LLC ("Woodbridge"). BFC Financial Corporation ("BFC"), BBX Capital's parent company, owns the remaining 54% of Woodbridge. Woodbridge's principal asset is its 100% ownership of Bluegreen Corporation ("Bluegreen").

For the quarter ended June 30, 2014, net income attributable to Woodbridge was $17.6 million, of which $18.3 million related to the operations of Bluegreen. BBX Capital recognized 46% of the net income attributable to Woodbridge, or $8.1 million, for the quarter ended June 30, 2014. For the six month period ended June 30, 2014, net income attributable to Woodbridge was $31.2 million, of which $32.5 million related to the operations of Bluegreen. BBX Capital recognized 46% of the net income attributable to Woodbridge, or $14.3 million, for the six month period ended June 30, 2014. 

During the second quarter of 2013 and the first and second quarters of 2014, Bluegreen paid cash dividends of $20.0 million, $14.5 million, and $19.0 million, respectively, to Woodbridge. Woodbridge paid cash dividends of $19.1 million, $13.9 million, and $18.4 million, respectively, to its members during June 2013, April 2014, and June 2014, which were distributed pro rata to BBX Capital (46%) and BFC (54%), based on their percentage ownership interests in Woodbridge.

Bluegreen Highlights for the Second Quarter, 2014 Compared to Second Quarter 2013

  • System-wide sales of Vacation Ownership Interests ("VOIs") were $139.0 million vs. $116.4 million
    • Legacy sales of VOIs under Bluegreen's traditional business model were $46.8 million vs. $65.9 million
    • Sales of VOIs under Bluegreen's "capital-light" business strategy (1) were $92.2 million vs. $50.5 million
      • Secondary market sales of VOIs were $17.3 million vs. $3.8 million
      • Just-in-time sales of VOIs were $9.7 million vs. $5.9 million
      • Sale of third party VOIs - commission basis were $65.2 million vs. $40.9 million and generated sales and marketing commissions of $43.2 million vs. $26.7 million
  • Other fee-based revenue rose 13% to $23.0 million. 
  • Bluegreen managed 48 timeshare resort properties as of June 30, 2014, compared to 45 as of June 30, 2013.
  • Income from continuing operations was $20.3 million vs. $12.1 million
  • EBITDA was $37.6 million vs. $23.5 million
  • Income from continuing operations before income taxes was $31.7 million vs. $17.7 million
  • Operating profit was $31.2 million vs. $17.5 million
  
(1)Bluegreen's sales of VOIs under its capital-light business strategy include sales of VOIs under fee-based sales and marketing arrangements, Just-In-Time inventory acquisition arrangements where Bluegreen enters into agreements with third party developers that allow Bluegreen to buy VOI inventory from time to time in close proximity to the time when Bluegreen intends to sell such VOIs and Secondary Market arrangements pursuant to which Bluegreen acquires VOI inventory from resorts' property owner associations and other third parties through foreclosure in connection with maintenance fee defaults, and generally at a significant discount, close to the time when Bluegreen intends to sell such VOIs.
  

System-wide sales of VOIs, net 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. The growth in system-wide sales of VOIs, net during the 2014 period as compared to the same period in 2013 reflects an increase in the number of sales tours and an increase in the sale-to-tour conversion ratio. During the three months ended June 30, 2014, the number of sales tours increased by 8% compared to the same periods in 2013. The increase in the number of sales tours reflects efforts to expand marketing to sales prospects through new marketing initiatives. Additionally, during the three months ended June 30, 2014, Bluegreen's sale-to-tour conversion ratio to new prospects increased 11% compared the same period in 2013.

During the three months ended June 30, 2014 and 2013, cost of VOIs sold were 13% of sales of VOIs. Cost of VOIs sold as a percentage of sales of VOIs may vary between periods based on the relative costs of the specific VOIs sold in each period and the size of the point packages of the VOIs sold (due to offered volume discounts, including consideration of cumulative sales to existing owners). Additionally, the effect of changes in estimates under the relative sales value method, including estimates of project sales, future defaults, upgrades and incremental revenue from the resale of repossessed VOI inventory, are reflected on a retrospective basis during the period in which the change occurs. Therefore, cost of sales will typically be favorably impacted in periods where a significant amount of Secondary Market VOI inventory is acquired and the resulting change in estimate is recognized.

The $12 million increase in selling and marketing expenses during the second quarter of 2014 compared to the same period in 2013 was a result of Bluegreen's focus on increasing its marketing efforts to new customers as opposed to existing owners, as marketing to new customers has a higher marketing cost. Bluegreen intends to continue to emphasize expanding marketing to new customers and, as a result, sales and marketing expenses generally, and as a percentage of sales, may continue to increase.

During the three months ended June 30, 2014, Legacy sales of VOIs declined to $46.8 million versus $65.9 million in the comparable 2013 period. This decline reflects Bluegreen's continued focus on its capital-light business strategy and its efforts to achieve selling and marketing efficiencies through new marketing channels. Bluegreen believes its capital-light business strategy enables it to leverage its expertise in resort management, sales and marketing, mortgage servicing, title services, and construction management to generate recurring revenues from third parties. 

______________________________________

BBX Capital Partners (continued)
Investments and Acquisitions of Operating Companies

Renin Holdings: In October 2013, Renin Holdings, LLC ("Renin"), a newly formed joint venture entity owned 81% by BBX Capital and 19% by BFC, acquired substantially all of the assets and certain liabilities of Renin Corp. Renin manufactures and sells interior and closet doors, wall décor, associated systems and hardware and fabricated glass products through a portfolio of brand name and private label offerings including Erias, DSH, Acme, KingStar, TRUporte, Ramtrack and JJ Home Products. With facilities in Canada, the U.S. and the United Kingdom, Renin is in a position to service distribution channels including big box building and home improvement supply retailers, home centers, distributors, other building supply manufacturers, volume builders and specialty retailers throughout North America and other markets. Renin had revenues of approximately $14.8 million and $28.9 million during the three and six month periods ended June 30, 2014, respectively.

BBX Sweet Holdings: In December 2013, BBX Sweet Holdings, a wholly-owned subsidiary of BBX Capital which operates under the BBX Capital Partners Division, acquired Hoffman's Chocolates and in January 2014 it acquired Williams & Bennett. In July 2014, BBX Sweet Holdings acquired California based Jer's Chocolates and Helen Grace Chocolates. These acquisitions are not yet considered material to the Company's financial condition or results of operation as of or for the six month period ended June 30, 2014. BBX Sweet Holdings is actively pursuing other acquisitions in the candy and confections industry.

  • Helen Grace Chocolates: Headquartered in Lynwood, California, Helen Grace Chocolates has been creating premium chocolate confections, chocolate bars, chocolate candies, and truffles for 70 years. For many years, Helen Grace Chocolates has helped schools and other organizations reach their fundraising goals through sales of their premium boxed chocolates, chocolate bars and other products, sold exclusively through the national fundraising programs of Innisbrook Wraps. As part of the transaction, Helen Grace will continue to be the exclusive provider of chocolate and chocolate gift items to Innisbrook.
  • Jer's Chocolates: Headquartered in Solana Beach near San Diego, California, Jer's Chocolates, with its Award Winning premier peanut butter chocolate products, has created a niche in the gourmet luxury chocolate market. With its core flavors of chocolate and natural peanut butter, Jer's specialties include its gourmet peanut butter chocolate confections, which come in its patented "Double Grin" shaped assorted chocolate boxes, Peanut Butter Bars and Squares. Jer's corporate gift chocolate boxes and peanut butter chocolate gift boxes have been featured on the Home Shopping Network, QVC, The Food Network, and the Rachael Ray Show. Jer's Chocolates is available to customers through wholesale distribution channels in the U.S. and internationally, as well as through the Jer's Chocolates licensed retail location in the San Diego International Airport.
  • Williams & Bennett: Headquartered in Boynton Beach, Florida, Williams & Bennett is a Florida based manufacturer of quality chocolate products since 1992. Williams & Bennett sells chocolate products and confections through distribution channels serving boutique retailers, big box chains, department stores, national resort properties, corporate customers, and private label brands. 
  • Hoffman's Chocolates: Headquartered in Lake Worth, Florida, Hoffman's Chocolates is a manufacturer of gourmet chocolates, with retail locations in Palm Beach County, Florida, and plans to open stores in Fort Lauderdale later this year. Its product line includes over 70 varieties of confections, which are available via its retail stores, online distribution channels, direct shipping throughout the U.S., and at third party retail locations nationwide. 

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 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.

BankAtlantic Legacy Assets - Loans and Real Estate:

Assets transferred to BBX Capital in connection with the consummation in July 2012 of the sale of BankAtlantic to BB&T Corporation (referred to as the "BB&T Transaction") were primarily loans receivable, real estate held-for-sale and real estate held-for-investment. BBX Capital also holds assets previously transferred from BankAtlantic. These transferred assets are considered our "Legacy Assets". These Legacy Assets are held by BBX Capital in CAM (BBX Capital Asset Management) and BBX Partners, which are wholly owned subsidiaries; and in FAR (Florida Asset Resolution Group). FAR was formed in connection with the BB&T Transaction when BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and foreclosed real estate. Upon consummation of the BB&T Transaction, BBX Capital transferred to BB&T Corporation a 95% preferred interest in the net cash flows of FAR which BB&T Corporation will hold until such time as it has recovered $285 million in preference amount plus a priority return of LIBOR + 200 basis points per annum on any unpaid preference amount. At that time, BB&T Corporation's interest in FAR will terminate, and the Company will thereafter be entitled to any and all residual proceeds from FAR as its sole owner. At June 30, 2014, BB&T Corporation's preference amount had been reduced to $27.0 million. As of July 31, 2014, the BB&T Corporation's preference amount had been reduced to $16.4 million.

CAM and BBX Partners Loans: The composition of CAM and BBX Partners legacy loans were (dollars in thousands):

    
 As of June 30, 2014 As of December 31, 2013
Loans held-for-investment:Number Unpaid
Principal
Balance
 Carrying
Amount
 Number Unpaid
Principal
Balance
 Carrying
Amount
Loans receivable:               
Commercial non-real estate:               
 Accruing- $- $- - $- $-
 Non-accruing2  3,097  1,362 3  5,107  3,331
Commercial real estate:               
 Accruing1  2,130  2,130 1  2,152  2,152
 Non-accruing3  22,211  8,218 4  27,077  11,526
Total loans held-for-investment6 $27,438 $11,710 8 $34,336 $17,009
                
Loans held-for-sale- $- $- - $- $-
                

CAM and BBX Partners Real Estate: The composition of CAM and BBX Partners real estate was (dollars in thousands):

    
 As of June 30, 2014 As of December 31, 2013
   Carrying   Carrying
 Number Amount Number Amount
Real estate held-for-investment:         
Land14 $58,202 13 $75,333
Rental properties1  10,762 2  15,705
Other1  789 1  789
Total real estate held-for-investment16 $69,753 16 $91,827
          
Real estate held-for-sale:         
Land10 $22,839 10 $10,307
Total real estate held-for-sale10 $22,839 10 $10,307
          

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

    
 As of June 30, 2014 As of December 31, 2013
Loans held-for-investment:Number Unpaid
Principal
Balance
 Carrying
Amount
 Number Unpaid
Principal
Balance
 Carrying
Amount
Loans receivable:               
Commercial non-real estate:               
 Accruing- $- $- - $- $-
 Non-accruing-  -  - -  -  -
Commercial real estate:               
 Accruing6  8,613  8,613 7  15,245  15,245
 Non-accruing5  30,422  13,010 10  52,108  34,014
Consumer               
 Accruing55  5,056  5,056 62  5,646  5,646
 Non-accruing43  6,122  3,022 43  5,846  2,972
Residential:               
 Accruing-  -  - -  -  -
 Non-accruing-  -  - 2  189  53
Total loans held-for-investment109 $50,213 $29,701 124 $79,034 $57,930
Loans held-for-sale:               
Commercial real estate               
 Accruing- $- $- - $- $-
 Non-accruing-  -  - -  -  -
Consumer               
 Accruing14  1,905  1,343 15  2,044  1,494
 Non-accruing26  3,441  2,386 31  4,135  2,682
Residential               
 Accruing35  4,897  3,902 34  4,912  3,945
 Non-accruing233  53,283  31,168 255  58,603  34,278
Small business               
 Accruing37  6,834  5,504 52  10,320  8,170
 Non-accruing12  3,369  2,338 17  4,204  3,277
Total loans held-for-sale357 $73,729 $46,641 404 $84,218 $53,846
                

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

    
 As of June 30, 2014 As of December 31, 2013
   Carrying   Carrying
 Number Amount Number Amount
Real estate held-for-investment:         
Land1 $2,850 3 $4,323
Rental properties2  20,429 1  11,186
Total real estate held-for-investment3 $23,279 4 $15,509
          
Real estate held-for-sale:         
Land9 $9,166 8 $7,961
Rental properties1  1,748 3  6,168
Residential single-family22  3,781 29  6,447
Other19  487 23  3,088
Total real estate held-for-sale51 $15,182 63 $23,664
          

Legacy assets acquired 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, the 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. Villa San Michele had a carrying value of $11.5 million as of June 30, 2014. (Villa San Michele is included in the FAR table above.)

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 consists of 2-story, 2 bedroom townhomes. FAR has engaged a property management company specializing in student housing to manage the day to day operations and leasing of the property. FAR is also embarking on a capital improvement program to renovate units, common areas, and various amenities. Eagle's Point had a carrying value of $8.9 million as of June 30, 2014. (Eagle's Point is included in the FAR table above.)

RoboVault:  In April 2013, FAR acquired 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 provides 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 $7.7 million as of June 30, 2014. (RoboVault is included in "properties and equipment" in the Company's Consolidated Statement of Financial Condition.)

The Company has investments in the following real estate joint ventures:

Bonterra - CC Devco Homes: In July 2014, the Company entered into a joint venture agreement with CC Devco Homes- a Codina-Carr Company, to develop in a portion of the newly proposed Bonterra Communities (formerly called the Hialeah Communities) in Hialeah, Florida. As the developer and manager of the joint venture, CC Devco Homes currently plans to build approximately 394 single-family homes. The Company transferred approximately 50 acres of land at an agreed upon value of approximately $15.6 million subject to an $8.3 million mortgage which was assumed by the joint venture. In exchange, BBX Capital received its joint venture interest and $2.2 million of cash. Anticipated project profits resulting from the joint venture will be distributed to CC Devco Homes and BBX Capital on a 55% and 45% basis, respectively. Capital requirements for the joint venture will be contributed by CC Devco Homes and BBX Capital on a 43% and 57% basis, respectively. The project is in the final stages of planning and subject to receipt of government approvals. Construction and sales are anticipated to commence in the first half of 2015. (The Bonterra - CC Devco Homes joint venture is part of the master-planned community project, Bonterra Communities, discussed below.)

Bayview: In June 2014, the Company entered into a joint venture agreement with an affiliate of Procacci Development Corporation. The joint venture acquired for approximately $8.0 million 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 BBX Capital 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. We anticipate the property will be repurposed at some point in the future.

Village at Victoria Park: Village at Victoria Park consists of approximately 2 acres of vacant land 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. The project is currently scheduled to commence construction and sales in the third quarter of 2014. Closings are projected to begin by the third quarter of 2015.

Kendall Commons: In March 2013, the Company sold land to Altman Development ("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 development is currently under construction and scheduled to begin leasing during the third quarter of 2014. The Company is entitled to receive 13% of venture distributions until a 15% internal rate of return has been attained and thereafter the Company will be entitled to receive 9.75% of any venture distributions.

North Flagler:  In October 2013, the Company entered into a joint venture with JRG USA pursuant to which JRG USA assigned to the joint venture a contract to purchase for $10.8 million a 4.5 acre parcel overlooking the Intracoastal Waterway in West Palm Beach Florida and the Company invested $0.5 million of cash. The joint venture is seeking to expand land entitlements and is currently working to amend the current zoning designation and increase the parcel's residential height restrictions with a view to increasing the value of the 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 entitlement process is currently expected to be concluded in 2015. 

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 June 30, 2014. We believe that the fair value of this parcel will increase if the density is increased by the municipality's approval of the zoning changes referenced in the preceding paragraph.

PGA Design Center Holdings, LLC: In December 2013, the Company purchased for $6.1 million a commercial property in Palm Beach Gardens, Florida, with three existing buildings consisting of 145,000 square feet of mainly furniture retail space. The property, which is located in a larger mixed use property now known as PGA Place, was substantially vacant at the date of acquisition. Subsequent to the acquisition of the property, the Company entered into a joint venture with Stiles Development which acquired a 60% interest in the joint venture for $2.9 million in cash. The Company contributed the property (excluding certain residential development entitlements having an estimated value of $1.2 million) to the joint venture in exchange for $2.9 million in cash and the remaining 40% interest in the joint venture. The Company transferred the retained residential development entitlements to adjacent parcels owned by it. (The adjacent parcels are referred to as PGA Place. Please see below for a discussion of the other parcels owned by the Company in PGA Place). The joint venture intends to seek governmental approvals to change the use of a portion of the property from retail to office and subsequently sell or lease the property.

The following development projects are currently in the planning stages and involve real estate held-for-investment included in the above CAM and BBX Partners real estate table.

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 consisting of a 114 acre parcel owned by BBX Capital having a carrying value of $30.7 million at June 30, 2014, and approximately 14 acres of adjacent land which is currently under contract to be acquired by the Bonterra - CC Devco Homes joint venture discussed above. 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 governmental approvals. It is anticipated that the community will be divided into three parcels, which include: 

  1. As discussed in the Bonterra - CC Devco Homes joint venture paragraph above, an approximate 59 acre parcel (including approximately 9 acres under contract to acquire) to be developed with approximately 394 single-family homes by a joint venture between BBX Capital and CC Devco Homes - a Codina-Carr Company.
  2. An approximate 14 acre parcel owned by BBX Capital to be developed with approximately 314 rental apartment units. BBX Capital Real Estate is currently seeking required entitlements and plans to partner with a third party developer to develop this parcel.
  3. An approximate 55 acre parcel (including 5 acres under contract to be acquired by the CC Devco Homes joint venture) owned by BBX Capital to be developed with approximately 463 additional single-family homes, villas and townhomes. The Company has a contract to sell this parcel, subject to the receipt of entitlements currently being sought and due diligence by the purchaser.

Gardens at Millenia: Gardens at Millenia consists of 37 acres of land located near the Mall at Millenia in a commercial center of Orlando, Florida with a carrying value of $11.2 million as of June 30, 2014. This site is currently in the planning process and the final size and density of the project is subject to governmental approvals and other conditions. The proposed plans for 26 acres of this site include a 300,000 square foot retail shopping center with multiple big-box and in-line tenants as well as four outparcel retail pads. The Company is in discussions with a potential joint venture partner to develop a portion of the 26 acre parcel. Current plans for the remaining 11 acres of this site include nine rental apartment buildings totaling approximately 280 units, a clubhouse, lakeside pavilion, lakeside running trail, and a dog park. The Company is in discussions with a potential joint venture partner to develop the eleven acre parcel.

PGA Place: The Company owns an office building and land located in the newly named PGA Place, in the city of Palm Beach Gardens, Florida, with carrying values aggregating $14.4 million as of June 30, 2014. The property held by the PGA Design Center Holdings joint venture described above is adjacent to PGA Place. We believe this property presents a variety of development opportunities, some of which are currently in the planning stages and remain subject to receipt of government approvals. These include:

  • Office and Multi-Use - This mixed use property includes a 33,000 square foot commercial leased office building that is currently 56% occupied with an attached 428 space parking garage. Additionally, the Company is currently seeking governmental approvals for a 125 room limited-service suite hotel, a 5,000 square foot freestanding restaurant and a 60,000 square foot office building on vacant tracts of land adjacent to this office building. We anticipate partnering with a third party developer to develop all or a portion of these components of the project. 
  • Multi-family - Current plans for an additional seven acre multifamily parcel include approximately 300 apartment units, a clubhouse and spa, and lakeside pavilion. The Company is in discussions with a potential joint venture partner to develop this parcel.

BBX Capital Corporation - BFC Financial Corporation
Proposed Merger:

In May 2013, BBX Capital entered into a merger agreement with BFC. The Merger Agreement provides for BBX Capital to merge with and into a subsidiary of BFC, with the surviving company remaining a wholly owned subsidiary of BFC. Under the terms of the Merger Agreement, which was approved by a special committee comprised of the Company's independent directors as well as the full boards of directors of both BFC and the Company, the Company's shareholders (other than BFC and shareholders of the Company who exercise and perfect their appraisal rights in accordance with Florida law) will be entitled to receive 5.39 shares of BFC's Class A Common Stock in exchange for each share of the Company's Class A Common Stock that they hold at the effective time of the Merger. The Merger Agreement was approved by the Company's shareholders and by BFC's shareholders on April 29, 2014. Consummation of the Merger is subject to certain closing conditions, including, without limitation, BFC's Class A Common Stock being approved for listing on a national securities exchange (or interdealer quotation system of a registered national securities association) at the effective time of the Merger, and the absence of any "Material Adverse Effect" (as defined in the Merger Agreement) with respect to either the Company or BFC. The Merger is not anticipated to close prior to the first quarter of 2015.

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

For more detailed information regarding Bluegreen and its financial results, business, operations and risks, see BFC's financial results press release for the quarter ended June 30, 2014, BFC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, and BFC's Annual Report on Form 10-K for the year ended December 31, 2013, which is available on the SEC's website, www.sec.gov and/or BFC's website, www.BFCFinancial.com

More complete and detailed information regarding BBX Capital and its financial results, business, operations and risks, and the proposed merger with BFC Financial Corporation, is available in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, and its Annual Report on Form 10-K for the year ended December 31, 2013, which is available to view on the SEC's website, www.sec.gov, or on BBX Capital's website, www.BBXCapital.com.

_____________________________

About BBX Capital Corporation:   
BBX Capital, a New York Stock Exchange listed company (NYSE: BBX), is involved in the acquisition, ownership and management of, and joint ventures and investments in real estate and real estate development projects as well as investments and management of middle market operating businesses. In addition, BBX Capital and its holding company, BFC Financial Corporation, have a 46% and 54% indirect ownership interest in Bluegreen Corporation. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 60 owned or managed resorts, and access to more than 4,000 resorts worldwide.

As of June 30, 2014, BBX Capital had total consolidated assets of $399.3 million, shareholders' equity attributable to BBX Capital of approximately $312.7 million, and total consolidated equity of approximately $314.1 million. BBX Capital's book value per share at June 30, 2014 was $19.54.

For further information, please visit our family of companies:
BBX Capital: www.BBXCapital.com
Bluegreen Corp.: www.BluegreenVacations.com
Renin Corp.: www.ReninCorp.com
BBX Sweet Holdings: Hoffman's Chocolates: www.Hoffmans.com, Williams & Bennett: 
www.WilliamsandBennett.com, Jer's Chocolates: www.Jers.com and Helen Grace Chocolates: www.HelenGrace.com
RoboVault: www.RoboVault.com 
BFC Financial Corporation: www.BFCFinancial.com

About BFC Financial Corporation : 
BFC (OTCQB: BFCF) is a holding company whose principal holdings include a 52% ownership interest in BBX Capital Corporation (NYSE: BBX) and a 54% indirect ownership interest in Bluegreen Corporation. As of June 30, 2014, BFC had total consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $252.5 million, and total consolidated equity of approximately $445.6 million. For more information, visit www.BFCFinancial.com.

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements and may include words or phrases such as "plans," "believes," "will," "expects," "anticipates," "intends," "estimates," "our view," "we see," "would" and words and phrases of similar import. The forward looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and involve substantial risks and uncertainties. We can give no assurance that such expectations will prove to be correct. Future results could differ materially as a result of a variety of risks and uncertainties, many of which are outside of the control of management. These risks and uncertainties include, but are not limited to the impact of economic, competitive and other factors affecting the Company and its assets, including the impact of decreases in real estate values or high unemployment rates on our business generally, the ability of our borrowers to service their obligations and the value of collateral securing our loans; credit risks and loan losses, and the related sufficiency of the allowance for loan losses, including the impact of the economy and real estate market values on our assets and the credit quality of 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; adverse conditions in the stock market, the public debt market and other financial and credit markets and the impact of such conditions on our activities; the risk that the assets retained by the Company in CAM and FAR may not be monetized at the values currently ascribed to them; and the risks associated with the impact of periodic valuation of our assets for impairment. In addition, this press release contains forward looking statements relating to the Company's ability to successfully implement its currently anticipated business plans, which may not be realized as anticipated, if at all, and the Company's investments in real estate developments, real estate joint ventures and operating businesses may not achieve the returns anticipated or may not be profitable, including the Company's investment in Woodbridge, 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 and expose us to risks associated with real estate development activities, including risks associated with obtaining necessary zoning and entitlements, and the risk that our joint venture partners may not fulfill their obligations. The Company's investment in Woodbridge, which owns Bluegreen Corporation, exposes the Company to risks inherent in the time-share industry, which risks are identified in BFC's Annual Report on Form 10-K filed on March 17, 2014 with the SEC and available on the SEC's website, www.sec.gov. The Company's acquisition of Hoffman's, Williams & Bennett, Jer's Chocolates, Helen Grace Chocolates and Renin Corp. exposes us to the risks of their respective businesses, which in the case of Renin includes foreign currency exchange risk of the U.S. dollar compared to the Canadian dollar and Great Britain Pound, 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. This press release also contains forward looking statements regarding the Company's proposed Merger with BFC which is subject to risks relating to the ability to realize the expected benefits from the Merger, the ability of the parties to satisfy all of the conditions to the closing of the Merger, including BFC's ability to obtain the listing of its Class A Common Stock on a national securities exchange (or qualified interdealer quotation system), litigation that has been brought challenging the Merger, and that the Merger may not otherwise be consummated in accordance with its terms, or at all. Past performance and perceived trends may not be indicative of future results. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in reports filed by the Company with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. BBX Capital cautions that the foregoing factors are not exclusive. 

Additional Information Regarding the Proposed Merger between the Company and BFC and Where to Find it

BFC has filed a Registration Statement on Form S-4 with the Securities Exchange Commission (the "SEC"), which has been declared effective, and the Company and BFC have mailed to their respective shareholders a joint proxy statement/prospectus concerning the Merger. The Company and BFC may also file other documents with the SEC regarding the Merger. Investors and shareholders of the Company and BFC are urged to read the joint proxy statement/prospectus and other relevant documents filed with the SEC carefully and in their entirety because they contain important information.Investors and shareholders of the Company and BFC can obtain copies of the joint proxy statement/prospectus and other relevant documents filed with the SEC free of charge from the SEC's website at www.sec.gov. Copies of the documents filed with the SEC by the Company are also available free of charge on the Company's website at www.bbxcapital.com under the tab "Investors -- SEC Filings" or by directing a request by mail to BBX Capital Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary, or by calling 954-940-4000. Copies of the documents filed with the SEC by BFC are available free of charge on BFC's website at www.bfcfinancial.com under the tab "Investor Relations -- Regulatory Info -- SEC Filings" or by directing a request by mail to BFC Financial Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary, or by calling 954-940-4900. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

  
  
BBX Capital Corporation and Subsidiaries 
Consolidated Statements of Financial Condition - Unaudited 
  
 June 30,  December 31, 
(In thousands, except share data)2014  2013 
ASSETS      
Cash and interest bearing deposits in banks ($2,777 and $8,686 in Variable Interest Entities ("VIE"))$47,881  43,138 
Loans held for sale ($46,641 and $53,846 in VIE) 46,641  53,846 
 Loans receivable, net of allowance for loan losses of $1,881 and $2,713 ($27,818 and $56,170, net of allowance of $1,881 and $1,759 in VIE) 39,530  72,226 
Real estate held for investment ($23,692 and $15,836 in VIE) 93,032  107,336 
Real estate held for sale ($15,183 and $23,664 in VIE) 38,021  33,971 
Investment in unconsolidated real estate joint ventures 7,437  1,354 
Investment in Woodbridge Holdings, LLC 78,057  78,573 
Properties and equipment, net ($7,730 and $7,899 in VIE) 14,688  14,824 
Inventories 10,899  9,155 
Goodwill and other intangible assets 4,377  2,686 
Other assets ($1,332 and $2,413 in VIE) 18,732  14,038 
  Total assets$399,295  431,147 
LIABILITIES AND EQUITY      
Liabilities:      
BB&T preferred interest in FAR, LLC ($26,986 and $68,517 in VIE)$26,986  68,517 
Notes payable to related parties 11,750  21,662 
Notes payable 16,871  9,034 
Other liabilities ($12,785 and $12,355 in VIE) 29,539  28,368 
Total liabilities 85,146  127,581 
Commitments and contingencies      
Equity:      
Preferred stock, $.01 par value, 10,000,000 shares authorized;      
none issued and outstanding -  - 
Class A common stock, $.01 par value, authorized 25,000,000      
shares; issued and outstanding 15,810,588 and 15,778,088 shares 158  158 
Class B common stock, $.01 par value, authorized 1,800,000      
shares; issued and outstanding 195,045 and 195,045 shares 2  2 
Additional paid-in capital 346,976  345,300 
Accumulated deficit (34,442) (43,091)
Accumulated other comprehensive income 47  13 
Total BBX Capital Corporation shareholders' equity 312,741  302,382 
Noncontrolling interest 1,408  1,184 
Total equity 314,149  303,566 
  Total liabilities and equity$399,295  431,147 
         
         
BBX Capital Corporation and Subsidiaries 
Consolidated Statements of Operations - Unaudited 
  
 For the Three Months  For the Six Months 
 Ended June 30,  Ended June 30, 
(In thousands, except share and per share data)2014  2013  2014  2013 
Revenues:            
Sales$15,804  -  32,671  - 
Interest income 1,282  2,373  3,058  5,418 
Net gains on the sales of assets 3,926  2,194  3,877  4,256 
Income from real estate operations 1,473  1,194  2,966  2,430 
Other 448  387  1,489  879 
 Total revenues 22,933  6,148  44,061  12,983 
Costs and expenses:            
Cost of goods sold 11,445  -  23,546  - 
BB&T's priority return in FAR distributions 222  906  553  1,919 
Interest expense 463  334  959  503 
Real estate operating expenses 1,938  1,392  3,491  2,468 
Selling, general and administrative expenses 11,924  6,658  23,425  14,843 
 Total costs and expenses 25,992  9,290  51,974  19,733 
Equity earnings in Woodbridge Holdings, LLC 8,108  3,442  14,330  3,442 
Equity losses in unconsolidated real estate joint ventures (26) -  (32) - 
Recoveries from (provision for) loan losses 2,046  (172) 3,294  (931)
Asset impairments, net 94  (2,977) (1,225) (5,142)
Income (loss) from continuing operations before income taxes 7,163  (2,849) 8,454  (9,381)
Provision for income taxes 6  -  6  - 
Net income (loss) 7,157  (2,849) 8,448  (9,381)
Less: net loss attributable to non-controlling interest 134  -  201  - 
Net income (loss) attributable to BBX Capital Corporation$7,291  (2,849) 8,649  (9,381)
Basic earnings (loss) per share$0.46  (0.18) 0.54  (0.59)
Diluted earnings (loss) per share$0.43  (0.18) 0.52  (0.59)
Basic weighted average number of common            
shares outstanding 16,005,633  15,805,009  15,995,757  15,795,492 
Diluted weighted average number of common and            
common equivalent shares outstanding 16,790,560  15,805,009  16,746,419  15,795,492 
  
  
Bluegreen Corporation 
Supplemental Financial Information - Unaudited 
(Dollars in thousands) 
  
 For the Three Months Ended June 30, 
 2014  2013 
 Amount  % of System-wide sales of VOIs, net(5)  Amount  % of System-wide sales of VOIs, net(5) 
              
Legacy VOI sales (1)$46,775  34% $65,886  57%
VOI sales-secondary market 17,301  12%  3,755  3%
Sales of third-party VOIs-commission basis 65,230  47%  40,867  35%
Sales of third-party VOIs-just-in-time basis 9,670  7%  5,876  5%
System-wide sales of VOIs, net 138,976  100%  116,384  100%
Less: Sales of third-party VOIs-commission basis (65,230) -47%  (40,867) -35%
Gross sales of VOIs 73,746  53%  75,517  65%
Estimated uncollectible VOI notes receivable (2) (9,675) -13%  (16,926) -22%
Sales of VOIs 64,071  46%  58,591  50%
Cost of VOIs sold (3) (8,277) -13%  (7,808) -13%
Gross profit (3) 55,794  87%  50,783  87%
Fee-based sales commission revenue (4) 43,194  66%  26,695  65%
Other fee-based services revenue 23,008  17%  20,416  18%
Cost of other fee-based services (12,677) -9%  (11,063) -10%
Net carrying cost of VOI inventory (2,093) -2%  (1,533) -1%
Selling and marketing expenses (65,141) -47%  (53,353) -46%
General and administrative expenses (20,484) -15%  (23,886) -21%
Net interest spread 9,629  7%  9,443  8%
Operating profit 31,230  22%  17,502  15%
Other income, net 514      181    
Income from continuing operations before income taxes 31,744      17,683    
Less: Provision for income taxes 11,441      5,540    
Income from continuing operations 20,303      12,143    
Gain (loss) from discontinued operations 103      (78)   
Net income 20,406      12,065    
Less: Net income attributable to noncontrolling interests 2,080      3,752    
Net income attributable to Bluegreen$18,326     $8,313    
              
              
BBX Capital Equity Earnings in Woodbridge - Unaudited 
(in thousands) 
       
 
For the Three Months Ended June 30,
 
 2014  2013 
Net income attributable to Bluegreen$18,326   8,313 
Woodbridge parent only net loss (700)  (830)
Net income attributable to Woodbridge 17,626   7,483 
BBX Capital interest in Woodbridge 46%  46%
BBX Capital Equity earnings in Woodbridge$8,108   3,442 
  
(1)Legacy VOI sales represent sales of Bluegreen-owned VOIs acquired or developed under Bluegreen's traditional VOI business. Legacy VOI sales do not include Secondary Market, Commission Basis, or Just-In-Time VOI sales.
(2)Percentages for estimated uncollectible VOI notes receivable are calculated as a percentage of gross sales of VOIs (and not of system-wide sales of VOIs, net).
(3)Percentages for costs of VOIs sold and gross profit are calculated as a percentage of sales of VOIs (and not of system-wide sales of VOIs, net).
(4)Percentage for Fee-based sales commission revenue is calculated based on sales of third-party VOIs-commission basis (and not of system-wide sales of VOIs, net).
(5)Unless otherwise indicated above.
  
  
Bluegreen Corporation
Supplemental Financial Information - Unaudited
(Dollars in thousands)
 
 For the Six Months
 Ended June 30, 2014
 Amount  % of System-wide sales of VOIs, net(5)
      
Legacy VOI sales (1)$83,638  34%
VOI sales-secondary market 36,968  15%
Sales of third-party VOIs--commission basis 107,322  43%
Sales of third-party VOIs--just-in-time basis 20,913  8%
System-wide sales of VOIs, net 248,841  100%
Less: Sales of third-party VOIs--commission basis (107,322) -43%
Gross sales of VOIs 141,519  57%
Estimated uncollectible VOI notes receivable (2) (17,204) -12%
Sales of VOIs 124,315  50%
Cost of VOIs sold (3) (15,325) -12%
Gross profit (3) 108,990  88%
Fee-based sales commission revenue (4) 70,309  66%
Other fee-based services revenue 44,933  18%
Cost of other fee-based services (23,911) -10%
Net carrying cost of VOI inventory (4,411) -2%
Selling and marketing expenses (117,699) -47%
General and administrative expenses (40,402) -16%
Net interest spread 19,215  8%
Operating profit 57,024  23%
Other income, net 1,027   
Income from continuing operations before income taxes 58,051   
Less: Provision for income taxes 20,586   
Income from continuing operations 37,465   
Gain (loss) from discontinued operations 57   
Net income 37,522   
Less: Net income attributable to noncontrolling interests 5,038   
Net income attributable to Bluegreen$32,484   
      
      
BBX Capital Equity Earnings in Woodbridge - Unaudited 
For the Six Months Ended June 30, 2014 
(in thousands) 
   
   
Net income attributable to Bluegreen$32,484 
Woodbridge parent only net loss (1,332)
Net income attributable to Woodbridge 31,152 
BBX Capital interest in Woodbridge 46%
BBX Capital Equity earnings in Woodbridge$14,330 
  
(1)Legacy VOI sales represent sales of Bluegreen-owned VOIs acquired or developed under Bluegreen's traditional VOI business. Legacy VOI sales do not include Secondary Market, Commission Basis, or Just-In-Time VOI sales.
(2)Percentages for estimated uncollectible VOI notes receivable are calculated as a percentage of gross sales of VOIs (and not of system-wide sales of VOIs, net).
(3)Percentages for costs of VOIs sold and gross profit are calculated as a percentage of sales of VOIs (and not of system-wide sales of VOIs, net).
(4)Percentage for Fee-based sales commission revenue is calculated based on sales of third-party VOIs-commission basis (and not of system-wide sales of VOIs, net).
(5)Unless otherwise indicated above.
  
  

The following tables present Bluegreen's earnings before interest, taxes, depreciation and amortization ("EBITDA"), as more fully described below, for the three months ended June 30, 2014 and 2013, as well as a reconciliation of EBITDA to Income from continuing operations (in thousands):

    
  For the Three Months Ended 
  June 30, 2014   June 30, 2013 
Income from continuing operations - Woodbridge $19,603   11,313 
Loss from Woodbridge parent only  (700)  (830)
Income from continuing operations, Bluegreen  20,303   12,143 
 Add/(Less):        
 Interest Income (other than interest earned on VOI notes receivable)  (223)  (92)
 Interest Expense  10,716   10,991 
 Interest Expense on Receivable-Backed Debt  (6,596)  (6,751)
 Provision for Income and Franchise Taxes  11,474   5,576 
 Depreciation and Amortization  1,902   1,659 
EBITDA $37,576   23,526 
         
         

The following tables present Bluegreen's earnings before interest, taxes, depreciation and amortization ("EBITDA") as more fully described below, for the six months ended June 30, 2014, as well as a reconciliation of EBITDA to Income from continuing operations (in thousands):

   
Income from continuing operations - Woodbridge$36,133 
Loss from Woodbridge parent only (1,332)
Income from continuing operations, Bluegreen 37,465 
 Add/(Less):   
 Interest Income (other than interest earned on VOI notes receivable) (513)
 Interest Expense 21,765 
 Interest Expense on Receivable-Backed Debt (12,720)
 Provision for Income and Franchise Taxes 20,663 
 Depreciation and Amortization 3,607 
EBITDA$70,267 
    
    

EBITDA is defined as earnings, or income from continuing operations, before taking into account interest income (other than interest earned on VOI notes receivable), interest expense (other than interest expense incurred on financings related to Bluegreen's receivable-backed notes payable), provision for income taxes and franchise taxes, and depreciation and amortization. For purposes of the EBITDA calculation Bluegreen does not adjust 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 Bluegreen considers both to be part of the operations of its business.

Bluegreen considers its EBITDA to be an indicator of its operating performance, and Bluegreen uses it to measure Bluegreen's ability to service its debt, fund its capital expenditures and expand its business. Bluegreen also uses it, as do lenders, investors and others, because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company's capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

 
 
Woodbridge Holdings, LLC
Consolidating Statement of Financial Condition - Unaudited
(In thousands)
             
     
  As of June 30, 2014 As of December 31, 2013
  Bluegreen Wood-bridge
Parent only
 Consoli-dated
Wood-bridge
 Bluegreen Wood-bridge
Parent only
 Consoli-dated
Wood-bridge
Assets             
              
Cash and cash equivalents $147,595 639 148,234 158,096 723 158,819
Restricted cash ($29,052 and $36,263 in VIEs at June 30, 2014 and December 31, 2013, respectively)  65,978 - 65,978 65,285 - 65,285
Notes receivable, net ($296,830 and $342,078 in VIEs at June 30, 2014 and December 31, 2013, respectively)  436,330 - 436,330 455,569 11,750 467,319
Inventory  203,891 - 203,891 204,256 - 204,256
Property and equipment, net  70,933 - 70,933 63,252 - 63,252
Intangible assets  64,027 - 64,027 64,142 - 64,142
Other assets  71,435 14,462 85,897 60,486 2,756 63,242
 Total assets $1,060,189 15,101 1,075,290 1,071,086 15,229 1,086,315
              
Liabilities and Equity             
              
Accounts payable, accrued liabilities and other  89,155 628 89,783 116,304 652 116,956
Deferred income  26,575 - 26,575 - - -
Deferred tax liability, net  97,347 - 97,347 76,726 - 76,726
Receivable-backed notes payable - recourse ($0 and $5,899 in VIE at June 30, 2014 and December 31, 2013, respectively)  85,982 - 85,982 74,802 - 74,802
Receivable-backed notes payable - nonrecourse  329,569 - 329,569 368,759 - 368,759
Notes and mortgage notes payable  85,692 - 85,692 93,939 - 93,939
Junior subordinated debentures  63,672 85,052 148,724 62,379 85,052 147,431
 Total liabilities  777,992 85,680 863,672 792,909 85,704 878,613
              
Stockholders' equity             
Total Bluegreen Corporation shareholders' equity  239,438 (70,579)168,859 240,456 (70,475)169,981
Noncontrolling interest  42,759 - 42,759 37,721 - 37,721
 Total equity  282,197 (70,579)211,618 278,177 (70,475)207,702
 Total liabilities and equity $1,060,189 15,101 1,075,290 1,071,086 15,229 1,086,315

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