SOURCE: BFC Financial Corporation

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August 06, 2015 08:30 ET

BFC Financial Corporation Reports Financial Results for the Second Quarter, 2015

FORT LAUDERDALE, FL--(Marketwired - August 06, 2015) - BFC Financial Corporation ("BFC" or the "Company") (OTCQB: BFCF) (OTCQB: BFCFB) reported financial results for the three month period ended June 30, 2015.

BFC Selected Financial Data (Consolidated)

Second Quarter 2015 Highlights (compared to Second Quarter 2014):

  • Total revenues of $191.0 million vs. $173.0 million
  • Entered into an agreement to settle Bluegreen Corporation ("Bluegreen") shareholder litigation pursuant to which Woodbridge Holdings, LLC ("Woodbridge"), which is owned 54% by BFC and 46% by BBX Capital Corporation (NYSE: BBX), will pay $36.5 million (1)
  • Recognized a benefit for income taxes of $92.3 million due to the release of a portion of its valuation allowance on its net deferred tax assets. As a result of BFC increasing its ownership interest in BBX Capital to 81% through the purchase of additional shares of BBX Capital's Class A Common Stock in the tender offer completed on April 2015, BFC expects for tax purposes to consolidate BBX Capital, Woodbridge and Bluegreen, and expects future income to support the use of a substantial portion of BFC's tax net operating losses and other tax benefits
  • Net income attributable to BFC of $84.3 million vs. $9.3 million
  • Diluted earnings per share of $0.97 vs. $0.11

(1)             The Bluegreen settlement remains subject to court approval and may not be consummated within the timeframes or on the terms anticipated, or at all. 

First Six Months of 2015 Highlights (compared to First Six Months of 2014):

  • Total revenues of $341.0 million vs. $323.4 million
  • Net income attributable to BFC of $86.2 million vs. $12.4 million
  • Diluted earnings per share of $0.99 vs. $0.15

BFC Financial -- Balance Sheet and Liquidity (as of June 30, 2015):

  • Total consolidated assets of $1.4 billion
  • Consolidated cash and cash equivalents of $191.8 million
  • Total consolidated debt of $661.8 million
  • Shareholders' equity attributable to BFC of $340.3 million vs. $252.9 million at December 31, 2014
  • Non controlling interest of $109.4 million vs. $193.8 million at December 31, 2014
  • Total shareholders' equity of $449.7 million at June 30, 2015 vs. $446.7 million at December 31, 2014
  • Book value per share of $4.08 vs. $3.03 at December 31, 2014

BFC's Chairman and Chief Executive Officer, Alan B. Levan, commented, "BFC's underlying core business segments, Bluegreen and BBX Capital, have continued to grow and evolve, reflecting our broader goal of transitioning into a business with diverse cash flow streams and long term growth.

"As previously stated, our goal is to increase value over time as opposed to focusing on quarterly or annual 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 results, our objective continues to be long term growth as measured by increases in book value per share over time," Mr. Levan concluded.

Net income attributable to BFC is defined as net income 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 and Woodbridge and its subsidiary, Bluegreen, are consolidated in BFC's financial statements.

The following selected information relates to the operating activities of Bluegreen Corporation and BBX Capital Corporation. See supplemental tables for consolidating income statements for the three and six month periods ended June 30, 2015 and 2014.

Bluegreen Corporation

Bluegreen is a sales, marketing and resort management company, focused on the vacation ownership industry. Bluegreen is a wholly owned subsidiary of Woodbridge, which is owned 54% by BFC and 46% by BBX Capital. Woodbridge's principal asset is its 100% ownership of Bluegreen.

For the quarter ended June 30, 2015, net loss attributable to Woodbridge was $22.1 million, which consisted primarily of net income of $15.0 million related to the operations of Bluegreen, offset by a one-time charge of $36.5 million related to Woodbridge's liability accrual in connection with the proposed settlement of the Bluegreen shareholder litigation. For the six month period ended June 30, 2015, net loss attributable to Woodbridge was $9.5 million, which represents primarily net income of $28.3 million related to the operations of Bluegreen, offset by the $36.5 million litigation charge noted above.

Bluegreen Selected Financial Data

Second Quarter 2015 Highlights (Compared to Second Quarter 2014):

  • System-wide sales of Vacation Ownership Interests ("VOIs") were $139.9 million vs. $139.0 million
  • Included in system-wide sales are sales of VOIs made under Bluegreen's "capital-light" business strategy (2), of $111.0 million vs. $101.7 million, gross of equity trade allowances:
    • Secondary market sales of VOIs were $24.2 million vs. $21.4 million
    • Just-in-time sales of VOIs were $15.9 million vs. $15.0 million
    • Sale of third party VOIs -- commission basis were $70.9 million vs. $65.2 million and generated sales and marketing commissions of $48.0 million vs. $43.2 million
  • Sales volume per guest averaged $2,327 vs. $2,357
  • Tours increased 4% compared to the second quarter of 2014
  • Other fee-based services profits rose 3% to $10.7 million from $10.3 million
  • Net income was $17.9 million vs. $20.4 million
  • EBITDA was $32.4 million vs. $37.5 million (3)
  • Generated "free cash flow" (cash flow from operating activities less capital expenditures) of $18.2 million compared to $39.1 million

First Six Months 2015 Highlights (Compared to First Six Months of 2014)

  • System-wide sales of Vacation Ownership Interests ("VOIs") were $249.1 million vs. $248.8 million, which includes sales of VOIs under Bluegreen's "capital-light" business strategy(2), of $189.4 million vs. $185.9 million, gross of equity trade allowances:
    • Secondary market sales of VOIs were $46.8 million vs. $45.7 million
    • Just-in-time sales of VOIs were $22.7 million vs. $32.9 million
    • Sale of third party VOIs -- commission basis were $119.9 million vs. $107.3 million and generated sales and marketing commissions of $80.6 million vs. $70.3 million
  • Sales volume per guest averaged $2,355 vs. $2,360
  • Tours increased 2% compared to the six months ended June 30, 2014
  • Other fee-based services profits rose 5% to $22.0 million from $21.0 million
  • Net income was $33.9 million vs. $37.5 million
  • EBITDA was $62.9 million vs. $70.2 million (3)
  • Generated "free cash flow" (cash flow from operating activities less capital expenditures) of $30.0 million compared to $50.0 million

(2)             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, and secondary market arrangements. Under “just-in-time” arrangements, Bluegreen enters into agreements with third party developers that allow Bluegreen to buy VOI inventory from time to time in close proximity to the timing of when Bluegreen intends to sell such VOIs. Bluegreen also acquires VOI inventory from resorts' property owner associations ("POAs") and other third parties close to the time Bluegreen intends to sell such VOIs. Such VOIs are typically obtained by the POAs through foreclosure in connection with maintenance fee defaults, and are generally acquired by Bluegreen at a significant discount. Bluegreen refers to sales of inventory acquired through these arrangements as "Secondary Market Sales".

(3)             See the supplemental tables included in this release for a reconciliation of Non-GAAP measures, such as EBITDA, to net income.

Bluegreen Summary for the Three and Six Months Ended June 30, 2015

System-wide sales of VOIs were $139.9 million and $249.1 million during the three and six months ended June 30, 2015, respectively, compared to $139.0 million and $248.8 million during the three and six months ended June 30, 2014, respectively. System-wide sales of VOIs during the second quarter of 2015 benefited by an increase in the number of sales transactions of 2%, while the average sale price per transaction increased by 1% for the three and six months ended June 30, 2015. Sales to existing owners were 45.2% during the second quarter of 2015 and 48.2% during the first six months of 2015.

Selling and marketing expenses, as a percentage of system-wide sales, increased to 50% during the three months ended June 30, 2015 from 47% during the three months ended June 30, 2014 and increased to 51% during the six months ended June 30, 2015 from 47% during the six months ended June 30, 2014. The increases in the 2015 periods reflect Bluegreen's decision to increase its marketing efforts to new prospects as opposed to existing owners, which resulted in higher costs per tour from new and expanding marketing channels. The number of new prospect tours increased 7% during the second quarter of 2015 and 5% during the first six months of 2015 compared to the same periods of 2014. Sales to existing owners generally involve lower marketing expenses than sales to new prospects. Bluegreen expects to continue to increase its focus on sales to new prospects and, as a result, sales and marketing expenses generally and as a percentage of sales may increase.

Other Fee-Based Services pre-tax profits, which are primarily generated from providing resort and club management services as well as title services totaled $10.7 million and $22.0 million during the three and six months ended June 30, 2015, respectively, which represent increases of 3% and 5%, respectively, compared to the same periods of 2014. As of both June 30, 2015 and 2014, Bluegreen managed 48 timeshare resort properties and hotels.

Net interest spread was $12.6 million and $9.6 million during the three months ended June 30, 2015 and 2014, respectively, and $22.0 million and $19.2 million during the six months ended June 30, 2015 and 2014, respectively. The increase in net interest spread during the 2015 periods primarily reflect lower costs of borrowings, lower average outstanding debt balances, and interest income of $1.6 million from BFC related to an $80.0 million loan made to BFC by a wholly-owned subsidiary of Bluegreen. These increases were partially offset by increased interest expense related to Bluegreen's issuance of notes in a securitization transaction during 2015 and a new line of credit, and a decrease in the size of Bluegreen's VOI notes receivable portfolio as Bluegreen continues to seek higher cash sales and larger customer down payments on financed sales as well as increased Fee-Based Sales.

Bluegreen's free cash flow decreased to $30.0 million in the six months ended June 30, 2015 as compared to $50.0 million in the prior year period. This decrease is primarily due to $19.7 million of development expenditures during the 2015 period compared to $1.2 million in the 2014 period. Bluegreen's development expenditures primarily related to Bluegreen/Big Cedar Vacations, LLC, Bluegreen's 51%-owned resort development joint venture with affiliates of Bass Pro Shops.

Please see the supplemental tables included in this release for detailed information on Bluegreen's System-wide sales of VOIs and a reconciliation of Net income to EBITDA.

BBX Capital Corporation

BBX Capital is involved in the acquisition, ownership and management of joint ventures and investments in real estate and real estate development projects, as well as acquisitions, investments and management of middle market operating businesses, in each case directly or indirectly through subsidiaries or joint ventures. BFC holds an approximate 81% equity interest and 90% voting interest in BBX Capital.

BBX Selected Financial Data (Consolidated)

Second Quarter 2015 Highlights (compared to Second Quarter 2014):

  • Total revenues of $38.6 million vs. $22.7 million
  • Recoveries from loan losses of $6.6 million vs. $2.0 million
  • Equity losses from Woodbridge Holdings, LLC of $10.2 million vs. earnings of $8.1 million. Loss in 2015 includes the impact of Woodbridge's $36.5 million accrued liability related to the settlement of Bluegreen shareholder litigation (4) 
  • Net income attributable to BBX Capital of $4.1 million vs. $7.3 million
  • Diluted earnings per share of $0.25 vs. $0.43
  • On May 6, 2015, BBX Capital repaid the remaining $6.1 million balance of BB&T Corporation's preferred membership interest in FAR. As a result, BBX Capital is now the sole owner of FAR, which holds $90.7 million of assets (please see details below under "BankAtlantic Legacy Assets - Loans and Real Estate")

First Six Months of 2015 Highlights (compared to First Six Months of 2014):

  • Total revenues of $60.3 million vs. $43.5 million
  • Recoveries from loan losses of $10.4 million vs. $3.3 million
  • Equity losses from Woodbridge Holdings, LLC of $4.4 million vs. earnings of $14.3 million. Loss in 2015 includes the impact of Woodbridge's $36.5 million accrued liability related to the settlement of Bluegreen shareholder litigation (4) 
  • Net income of $7.2 million vs. $8.4 million
  • Diluted earnings per share of $0.31 vs. $0.52

BBX Capital -- Balance Sheet and Liquidity (as of June 30, 2015):

  • Total consolidated assets of $388.6 million
  • Cash and cash equivalents of $63.4 million
  • Real estate holdings of $122.6 million
  • Loans receivable of $31.3 million
  • Loans held-for-sale of $23.5 million
  • Total consolidated debt of $31.0 million
  • Shareholders' equity attributable to BBX Capital of $317.5 million
  • Total consolidated equity of $318.8 million
  • Book value per share of $19.63 vs. $19.16 at December 31, 2014

(4)             Accrued liability relating to the settlement of the Bluegreen shareholder litigation associated with Woodbridge’s acquisition of Bluegreen’s publicly held shares in April 2013.  The Bluegreen settlement remains subject to court approval and may not be consummated within the timeframes or on the terms anticipated, or at all. 

BankAtlantic Legacy Assets -- Loans and Real Estate: On May 6, 2015, BBX Capital repaid the remaining balance of $6.1 million of BB&T Corporation's preferred membership interest in Florida Asset Resolution Group, LLC ("FAR"). As a result, BBX Capital is now the sole owner of FAR, which held assets of $90.7 million as of June 30, 2015. FAR was formed in connection with the 2012 sale of BankAtlantic to BB&T when BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and foreclosed real estate with a carrying value of $346 million as of July 31, 2012 and $50 million of cash. Upon consummation of the transaction with BB&T, BBX Capital transferred to BB&T Corporation a 95% preferred interest in the net cash flows of FAR which BB&T Corporation held until it had recovered an aggregate $285 million in preference amount plus a priority return of LIBOR + 200 basis points per annum on any unpaid preference amount. As a result of the repayment of its preferred membership interest, BB&T Corporation's interest in FAR has been fully redeemed, and FAR is now wholly-owned by the Company.

More complete and detailed information regarding BBX Capital and its financial results, business, operations and risks, is available in the BBX Capital's earnings press release for the quarter ended June 30, 2015, BBX Capital's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, expected to be filed on August 7, 2015, and BBX Capital's Annual Report on Form 10-K for the year ended December 31, 2014, which is available to view on the SEC's website, www.sec.gov, or on BBX Capital's website, www.BBXCapital.com.

For more detailed information regarding BFC and its financial results, business, operations and risks, and Bluegreen Corporation, please see BFC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, expected to be filed on August 7, 2015, and BFC's Annual Report on Form 10-K for the year ended December 31, 2014, which is available on the SEC's website, www.sec.gov, and on BFC's website, www.BFCFinancial.com.

About BFC Financial Corporation: BFC (OTCQB: BFCF) (OTCQB: BFCFB) is a holding company whose principal holdings include an 81% ownership interest in BBX Capital Corporation (NYSE: BBX) and its indirect ownership interest in Bluegreen Corporation. Bluegreen is a wholly owned subsidiary of Woodbridge Holdings, LLC. BFC owns a 54% equity interest in Woodbridge. BBX Capital owns the remaining 46% equity interest in Woodbridge. As of June 30, 2015, BFC had total consolidated assets of $1.4 billion, shareholders' equity attributable to BFC of $340.3 million, and total consolidated equity of $449.7 million. BFC's book value per share at June 30, 2015 was $4.08.

About Bluegreen Corporation:
Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen is a sales, marketing and resort management company, focused on the vacation ownership industry and pursuing a capital-light business strategy. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 193,000 owners, over 64 owned or managed resorts, and access to more than 4,500 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based services, including resort management services, financial services, and sales and marketing services, to or on behalf of third parties. For more information, visit www.BluegreenVacations.com.

About BBX Capital Corporation: BBX Capital (NYSE: BBX) is involved in the acquisition, ownership and management of joint ventures and investments in real estate and real estate development projects, as well as acquisitions, investments and management of middle market operating businesses. In addition, BBX Capital and its controlling shareholder, BFC Financial Corporation (OTCQB: BFCF), have a 46% and 54% respective ownership interest in Bluegreen Corporation. As a result of their ownership interests, BBX Capital and BFC together own 100% of Bluegreen. As of June 30, 2015, BBX Capital had total consolidated assets of $388.6 million, shareholders' equity attributable to BBX Capital of $317.5 million, and total consolidated equity of $318.8 million. BBX Capital's book value per share at June 30, 2015 was $19.63.

For further information, please visit our family of companies:
BFC Financial Corporation: www.BFCFinancial.com
Bluegreen Corporation: www.BluegreenVacations.com
BBX Capital: www.BBXCapital.com
BBX Capital Real Estate: www.BBXCapitalRealEstate.com
BBX Capital Partners: www.BBXCapitalPartners.com
BBX Sweet Holdings: www.BBXSweetHoldings.com
Renin Corporation: www.ReninCorp.com

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. Risks and uncertainties include, without limitation, the risks and uncertainties affecting BFC and its subsidiaries, and their respective results, operations, markets, products, services and business strategies, including risks associated with the ability to successfully implement currently anticipated plans and generate earnings; the performance of entities in which BFC and BBX Capital have 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; the risks relating to BFC's goal of transitioning into a business platform with diverse activities, including that such goal may not be achieved when anticipated or at all, the risk that BFC may not achieve growth through its operating businesses or real estate opportunities to the extent anticipated or at all, the risks relating to the monetization of BBX Capital's legacy portfolio, the risk that the expected benefits to BFC from its purchase of additional shares of BBX Capital's Class A Common Stock in its tender offer which was completed during April 2015 may not be realized or maintained in the future, 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 including the payments that BFC and BBX Capital may make in connection with the settlement of the Bluegreen shareholder litigation and that such settlement is subject to court approval and may not be consummated in the timeframes anticipated, on the contemplated terms, or at all, and (ii) with respect to the adverse jury verdict in the action brought by the SEC against BBX Capital and its Chairman, who also serves as BFC's Chairman, risks relating to civil fines, claims for reimbursement by insurers, and reputational risks and risks relating to the potential loss of the services of BFC's Chairman. The Company's investment in Woodbridge, which owns Bluegreen Corporation, exposes the Company to risks of Bluegreen's business and its ability to pay dividends to Woodbridge, and risks inherent in the vacation ownership industry, including those identified in BFC's Annual Report on Form 10-K filed on March 16, 2015 with the SEC and available on the SEC's website, www.sec.gov, including the risk that Bluegreen's marketing expenses will continue to increase, particularly if Bluegreen's marketing efforts focus primarily on sales to new customers rather than sales to existing owners and if Bluegreen continues to utilize the new marketing program, that 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 capital-light business activities 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, and the risk that 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. In addition, with respect to BBX Capital, the risks and uncertainties include risks relating to the real estate market and real estate development, including risks associated with obtaining zoning and entitlements, the risk that joint venture partners may not fulfill their obligations and the projects may not be developed as anticipated or be profitable, and contracts may not be completed on the terms provided in the contract or at all; risks relating to acquisitions of operating businesses, including integration risks, and the other risks and uncertainties described in BBX Capital's earnings press release for the quarter ended June 30, 2015 and BBX Capital's Annual Report on Form 10-K for the year ended December 31, 2014, which are available to view on the SEC's website, www.sec.gov, and on BBX Capital's website, www.BBXCapital.com. 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, 2014, 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.

The following supplemental table represents BFC's Consolidating Statement of Operations for the three months ended June 30, 2015.

   
BFC Financial Corporation  
Consolidating Statement of Operations - Unaudited  
(In thousands)  
   Bluegreen   BBX   Unallocated Amounts and Eliminations   Total  
Revenues                     
 Sales of VOIs  $59,732   $-   $-   $59,732  
 Trade sales   -    19,583    -    19,583  
 Interest income   21,420    2,090    (1,622 )  21,888  
 Fee-based sales commission   47,974    -    -    47,974  
 Other fee-based services revenue   24,948    -    -    24,948  
 Other revenue   -    16,942    (96 )  16,846  
Total revenues   154,074    38,615    (1,718 )  190,971  
                      
Costs and Expenses                     
 Cost of sales of VOIs   7,381    -    -    7,381  
 Cost of goods sold of trade sales   -    14,195    -    14,195  
 Cost of other fee-based services   16,748    -    -    16,748  
 Interest expense   8,829    31    1,043    9,903  
 Recoveries from loan losses   -    (6,608 )  -    (6,608 )
 Recoveries on assets   -    (810 )  -    (810 )
 Selling, general and administrative expenses   94,270    15,250    41,206    150,726  
Total costs and expenses   127,228    22,058    42,249    191,535  
                      
 Equity in (loss) earnings from unconsolidated entities   -    (10,459 )  10,168    (291 )
 Other income   948    -    166    1,114  
Income (loss) from continuing operations before income taxes   27,794    6,098    (33,633 )  259  
(Provision) benefit for income taxes   (9,921 )  222    100,052    90,353  
Income from continuing operations   17,873    6,320    66,419    90,612  
Less: Net income attributable to noncontrolling interests   2,825    2,182    1,310    6,317  
Net income to common shareholders  $15,048   $4,138   $65,109   $84,295  
                 

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   BBX   Unallocated Amounts and Eliminations   Total  
Revenues                     
 Sales of VOIs  $64,071   $-   $-   $64,071  
 Trade sales   -    15,521    -    15,521  
 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  
 Other revenue   -    5,847    (104 )  5,743  
Total revenues   150,617    22,650    (231 )  173,036  
                      
Costs and Expenses                     
 Cost of sales of VOIs   8,277    -    -    8,277  
 Cost of goods sold of trade sales   -    11,445    -    11,445  
 Cost of other fee-based services   14,770    -    -    14,770  
 Interest expense   10,715    685    900    12,300  
 Recoveries from loan losses   -    (2,046 )  -    (2,046 )
 Recoveries on assets   -    (94 )  -    (94 )
 Selling, general and administrative expenses   85,625    13,579    3,812    103,016  
Total costs and expenses   119,387    23,569    4,712    147,668  
                      
 Equity in earnings (loss) from unconsolidated entities   -    8,082    (8,108 )  (26 )
 Other income   681    -    323    1,004  
Income (loss) from continuing operations before income taxes   31,911    7,163    (12,728 )  26,346  
Provision for income taxes   (11,505 )  (6 )  -    (11,511 )
Income (loss) from continuing operations   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) to common shareholders  $18,326   $7,291   $(16,357 ) $9,260  
                 

The following supplemental table represents BFC's Consolidating Statement of Operations for the six months ended June 30, 2015.

   
BFC Financial Corporation  
Consolidating Statement of Operations - Unaudited  
(In thousands)  
   Bluegreen Vacations   BBX   Unallocated Amounts and Eliminations   Total  
Revenues                     
 Sales of VOIs  $112,914   $-   $-   $112,914  
 Sales, other   -    39,118    -    39,118  
 Interest income   40,315    2,908    (1,622 )  41,601  
 Fee-based sales commission   80,574    -    -    80,574  
 Other fee-based services revenue   48,701    -    -    48,701  
 Other revenue   -    18,298    (195 )  18,103  
Total revenues   282,504    60,324    (1,817 )  341,011  
                      
Costs and Expenses                     
 Cost of sales of VOIs   12,247    -    -    12,247  
 Cost of sales, other   -    28,030    -    28,030  
 Cost of other fee-based services   31,549    -    -    31,549  
 Interest expense   18,269    188    2,066    20,523  
 Recoveries from loan losses   -    (10,429 )  -    (10,429 )
 Recoveries on asset   -    (1,873 )  -    (1,873 )
 Selling, general and administrative expenses   169,828    32,470    46,246    248,544  
Total costs and expenses   231,893    48,386    48,312    328,591  
                      
 Equity in (loss) earnings from unconsolidated entities   -    (4,960 )  4,365    (595 )
 Other income   1,839    -    376    2,215  
Income (loss) from continuing operations before income taxes   52,450    6,978    (45,388 )  14,040  
(Provision) benefit for income taxes   (18,527 )  219    100,052    81,744  
Net income   33,923    7,197    54,664    95,784  
Less: Net income attributable to noncontrolling interests   5,611    2,025    1,967    9,603  
Net income attributable to BFC  $28,312   $5,172   $52,697   $86,181  
                 

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 Vacations   BBX   Unallocated Amounts and Eliminations   Total  
Revenues                     
 Sales of VOIs  $124,315   $-   $-   $124,315  
 Sales, other   -    32,076    -    32,076  
 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  
 Other revenue   -    8,332    (219 )  8,113  
Total revenues   280,537    43,466    (557 )  323,446  
                      
Costs and Expenses                     
 Cost of sales of VOIs   15,325    -    -    15,325  
 Cost of sales, other   -    23,546    -    23,546  
 Cost of other fee-based services   28,322    -    -    28,322  
 Interest expense   21,765    1,512    1,700    24,977  
 Recoveries from loan losses   -    (3,294 )  -    (3,294 )
 Asset impairments   -    1,225    -    1,225  
 Selling, general and administrative expenses   158,101    27,199    8,055    193,355  
Total costs and expenses   223,513    50,188    9,755    283,456  
                      
 Equity in earnings (loss) from unconsolidated entities   -    14,298    (14,330 )  (32 )
 Other income   1,120    -    564    1,684  
Income (loss) from continuing operations before income taxes   58,144    7,576    (24,078 )  41,642  
(Provision) benefit for income taxes   (20,622 )  288    69    (20,265 )
Net income (loss)   37,522    7,864    (24,009 )  21,377  
Less: Net income (loss) attributable to noncontrolling interests   5,038    (368 )  4,311    8,981  
Net income (loss) attributable to BFC  $32,484   $8,232   $(28,320 ) $12,396  
                 

Bluegreen's supplemental financial information for the three and six months ended June 30, 2015 and 2014
(in 000's, except percentages) (Unaudited)

 
        For the Three Months Ended June 30,     
   2015  2014
   Amount   % of System-wide sales of VOIs, net(5)  Amount   % of System-wide sales of VOIs, net(5)
                 
Legacy VOI sales (1)  $86,736   62%  $100,980   73%
VOI sales-secondary market program   24,173   17%   21,441   16%
Sales of third-party VOIs-commission basis   70,912   51%   65,230   47%
Sales of third-party VOIs-just-in-time basis   15,883   11%   14,996   11%
Less: Equity trade allowances (6)   (57,830 ) -41%   (63,671 ) -46%
System-wide sales of VOIs   139,874   100%   138,976   100%
Less: Sales of third-party VOIs-commission basis   (70,912 ) -51%   (65,230 ) -47%
Gross sales of VOIs   68,962   49%   73,746   53%
Estimated uncollectible VOI                
notes receivable (2)   (9,230 ) -13%   (9,675 ) -13%
Sales of VOIs   59,732   43%   64,071   46%
Cost of VOIs sold (3)   (7,381 ) -12%   (8,277 ) -13%
Gross profit (3)   52,351   88%   55,794   87%
Fee-based sales commission revenue (4)   47,974   68%   43,194   66%
Other fee-based services revenue   24,948   18%   23,008   17%
Cost of other fee-based services   (14,288 ) -10%   (12,677 ) -9%
Net carrying cost of VOI inventory   (2,460 ) -2%   (2,093 ) -2%
Selling and marketing expenses   (70,505 ) -50%   (65,141 ) -47%
General and administrative expenses   (23,765 ) -17%   (20,484 ) -15%
Net interest spread   12,591   9%   9,629   7%
Operating profit   26,846   19%   31,230   22%
Other income   948       681    
Income from continuing operations   27,794       31,911    
Less: Provision for income taxes   (9,921 )     (11,505 )  
Net income   17,873       20,406    
Less: Net income attributable to noncontrolling interests   (2,825 )     (2,080 )  
Net income attributable to Bluegreen  $15,048      $18,326    
             
 
  For the Six Months Ended June 30,           
   2015  2014
   Amount   % of System-wide sales of VOIs, net(5)  Amount   % of System-wide sales of VOIs, net(5)
                 
Legacy VOI sales (1)  $178,882   72%  $192,151   77%
VOI sales-secondary market program   46,791   19%   45,670   18%
Sales of third-party VOIs-commission basis   119,877   48%   107,322   43%
Sales of third-party VOIs-just-in-time basis   22,724   9%   32,889   13%
Less: Equity trade allowances (6)   (119,169 ) -48%   (129,191 ) -52%
System-wide sales of VOIs, net   249,105   100%   248,841   100%
Less: Sales of third-party VOIs-commission basis   (119,877 ) -48%   (107,322 ) -43%
Gross sales of VOIs   129,228   52%   141,519   57%
Estimated uncollectible VOI                
notes receivable (2)   (16,314 ) -13%   (17,204 ) -12%
Sales of VOIs   112,914   45%   124,315   50%
Cost of VOIs sold (3)   (12,247 ) -11%   (15,325 ) -12%
Gross profit (3)   100,667   89%   108,990   88%
Fee-based sales commission revenue (4)   80,574   67%   70,309   66%
Other fee-based services revenue   48,701   20%   44,933   18%
Cost of other fee-based services   (26,739 ) -11%   (23,911 ) -10%
Net carrying cost of VOI inventory   (4,810 ) -2%   (4,411 ) -2%
Selling and marketing expenses   (127,165 ) -51%   (117,699 ) -47%
General and administrative expenses   (42,663 ) -17%   (40,402 ) -16%
Net interest spread   22,046   9%   19,215   8%
Operating profit   50,611   20%   57,024   23%
Other income   1,839       1,120    
Income from continuing operations   52,450       58,144    
Less: Provision for income taxes   (18,527 )     (20,622 )  
Net income   33,923       37,522    
Less: Net income attributable to noncontrolling interests   (5,611 )     (5,038 )  
Net income attributable to Bluegreen  $28,312      $32,484    
             
  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, Fee-Based Sales, or Just-In-Time basis VOI sales under Bluegreen's capital-light business strategy.
  2. Percentages for estimated uncollectible VOI notes receivable are calculated as a percentage of gross sales of VOIs which excludes sales of third-party VOIs - commission basis (and not of system-wide sales of VOIs).
  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).
  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).
  5. Unless otherwise indicated.
  6. Equity trade allowances are amounts granted to customers upon trading in their existing VOI towards the purchase of a larger VOI.

Bluegreen's earnings before interest, taxes, depreciation and amortization ("EBITDA")
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, 2015 and 2014, as well as a reconciliation of EBITDA to net income(in thousands):

   
  For the Three Months Ended
   June 30, 2015   June 30, 2014  
(Loss) income from continuing operations - Woodbridge  $(19,280 ) $19,706  
Loss from Woodbridge parent only   (37,153 )  (700 )
Income from continuing operations, Bluegreen   17,873    20,406  
 Add/(Less):           
 Interest income (other than interest earned on VOI notes receivable)   (1,680 )  (223 )
 Interest expense   8,829    10,715  
 Interest expense on Receivable-Backed Debt   (5,057 )  (6,596 )
 Provision for Income and Franchise Taxes   10,137    11,473  
 Depreciation and Amortization   2,263    1,687  
EBITDA  $32,365   $37,462  
    For the Six Months Ended  
    June 30, 2015    June 30, 2014  
(Loss) income from continuing operations - Woodbridge  $(3,879 ) $36,190  
Loss from Woodbridge parent only   (37,802 )  (1,332 )
Income from continuing operations, Bluegreen   33,923    37,522  
 Add/(Less):           
 Interest income (other than interest earned on VOI notes receivable)   (1,745 )  (513 )
 Interest expense   18,269    21,765  
 Interest expense on Receivable-Backed Debt   (10,634 )  (12,720 )
 Provision for Income and Franchise Taxes   18,642    20,663  
 Depreciation and Amortization   4,491    3,499  
EBITDA  $62,946   $70,216  
         

EBITDA is defined as earnings, or income, before taking into account interest income (excluding interest earned on VOI notes receivable), interest expense (excluding interest expense incurred on financings related to Bluegreen's receivable-backed notes payable), provision for income taxes and franchise taxes, depreciation and amortization. For purposes of the EBITDA calculation, no adjustments were made for interest income earned on Bluegreen's VOI notes receivable or the interest expense incurred on debt that is secured by such notes receivable because they are both considered to be part of the operations of Bluegreen's business. We consider Bluegreen's EBITDA to be an indicator of its operating performance, and it is used to measure Bluegreen's ability to service debt, fund capital expenditures and expand its business. EBITDA is also used by companies, lenders, investors and others because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company's capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

The following supplemental table represents BFC's Consolidated Statements of Financial Condition as of June 30, 2015 and December 31, 2014.

 
BFC Financial Corporation
Consolidated Statements of Financial Condition
(In thousands, except share data)
       
   June 30,  December 31,
   2015  2014
   (Unaudited)   
ASSETS       
Cash and interest bearing deposits in banks ($123 in 2015 and $4,993 in 2014       
held by variable interest entities ("VIEs"))  $191,817  279,437
Restricted cash ($29,474 in 2015 and $31,554 in 2014 held by VIEs)   66,206  54,620
Loans held for sale ($0 in 2015 and $35,423 in 2014 held by VIEs)   23,480  35,423
Loans receivable, net of allowance for loan losses of $172 in 2015 and $977 in 2014       
(including $0 in 2015 and $18,972, net of $977 allowance in 2014 held by VIE)   31,275  26,844
Notes receivable, including net securitized notes held by VIEs of $291,551 in 2015       
and $293,950 in 2014, net of allowance of $101,899 in 2015 and $102,566 in 2014   406,685  424,267
Inventory   233,993  209,893
Real estate held for investment ($0 in 2015 and $19,945 in 2014 held by VIEs)   83,974  76,552
Real estate held for sale ($0 in 2015 and $13,745 in 2014 held by VIEs)   38,626  41,733
Investments in unconsolidated real estate joint ventures   16,524  16,065
Properties and equipment, net ($0 in 2015 and $7,561 in 2014 held by VIEs)   88,148  89,051
Goodwill and intangible assets, net   95,719  79,730
Other assets ($13 in 2015 and $1,017 in 2014 held by VIEs)   78,056  77,681
 Total assets  $1,354,503  1,411,296
        
LIABILITIES AND EQUITY       
Liabilities:       
BB&T preferred interest in FAR, LLC ($0 in 2015 and $12,348 in 2014 held by VIEs)  $-  12,348
Receivable-backed notes payable - recourse   65,722  92,129
Receivable-backed notes payable - non-recourse (held by VIEs)   340,492  320,275
Notes and mortgage notes payable and other borrowings   104,334  107,984
Junior subordinated debentures   151,236  150,038
Deferred income taxes   11,084  92,609
Shares subject to mandatory redemption   12,902  12,714
Other liabilities ($32 in 2015 and $12,602 in 2014 held by VIEs)   219,059  176,493
 Total liabilities   904,829  964,590
        
Equity:       
Class A common stock of $.01 par value, authorized 150,000,000 shares; issued and outstanding 73,307,734 in 2015 and 73,307,012 in 2014   733  733
Class B common stock of $.01 par value, authorized 20,000,000 shares; issued and outstanding 10,132,184 in 2015 and 10,168,105 in 2014   101  102
Additional paid-in capital   143,248  142,058
Accumulated earnings   195,841  109,660
Accumulated other comprehensive income   389  353
 Total BFC Financial Corporation ("BFC") equity   340,312  252,906
 Noncontrolling interests   109,362  193,800
 Total equity   449,674  446,706
 Total liabilities and equity  $1,354,503  1,411,296
       
 
Bluegreen Balance Sheet Highlights (in thousands):
 
       
   June 30,  December 31,
   2015  2014
         
Cash and cash equivalents  $107,782  $185,169
Notes receivable, net   406,685   424,267
Inventory of real estate   214,642   194,713
Lines-of credit, notes payable, and receivable-backed notes payable   491,278   502,465
Junior subordinated debentures   66,184   64,986
Total equity   291,756   271,835
       

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