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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2014
BFC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Florida | 001-09071 | 59-2022148 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida |
33301 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 954-940-4900
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
As previously disclosed, BFC Financial Corporation (BFC) holds a 54% equity interest in Woodbridge Holdings, LLC, which owns 100% of Bluegreen Corporation (Bluegreen). Pursuant to Item 7.01 of Form 8-K, BFC is furnishing the materials attached hereto as Exhibit 99.1 relating to Bluegreen. Such materials have been prepared by Bluegreen and are to be included in one or more presentations to be made by Bluegreen following the filing of this report. Neither BFC nor Bluegreen undertakes to update the attached presentation materials.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 | Bluegreen Corporation Presentation Materials |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BFC FINANCIAL CORPORATION | ||||||
Date: January 17, 2014 | By: | /s/ John K. Grelle | ||||
John K. Grelle, | ||||||
Executive Vice President and | ||||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Bluegreen Corporation Presentation Materials |
Bluegreen Corporation
January 2014
Exhibit 99.1 |
1
Statements
in
this
presentation
may
constitute
forward-looking
statements
and
are
made
pursuant
to
the
Safe
Harbor
Provision
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Forward
looking
statements
are
based
largely
on
expectations
and
are
subject
to
a
number
of
risks
and
uncertainties
including,
but
not
limited
to,
the
risks
and
uncertainties
associated
with
economic,
credit
market,
competitive
and
other
factors
affecting
the
Company
and
its
operations,
markets,
products
and
services;
risks
relating
to
the
merger
with
BFC
Financial
Corporation
(BFC);
the
Companys
efforts
to
improve
its
liquidity
through
cash
sales
and
larger
down
payments
on
financed
sales
may
not
be
successful;
the
performance
of
the
Companys
VOI
notes
receivable
may
deteriorate,
and
the
FICO
®
score-
based
credit
underwriting
standards
may
not
have
the
expected
effects
on
the
performance
of
the
receivables;
the
Company
may
not
be
in
a
position
to
draw
down
on
its
existing
credit
lines
or
may
be
unable
to
renew,
extend,
or
replace
such
lines
of
credit;
the
Company
may
require
new
credit
lines
to
provide
liquidity
for
its
operations,
including
facilities
to
sell
or
finance
its
notes
receivable;
the
Company
may
not
be
able
to
successfully
securitize
additional
timeshare
loans
and/or
obtain
adequate
receivable
credit
facilities
in
the
future;
risks
relating
to
pending
or
future
litigation,
regulatory
proceedings,
claims
and
assessments;
sales
and
marketing
strategies
may
not
be
successful;
marketing
costs
may
increase
and
not
result
in
increased
sales;
system-wide
sales,
including
sales
on
behalf
of
third
parties
and
sales
to
existing
owners,
may
not
continue
at
current
levels
or
they
may decrease;
fee-
based
service
initiatives
may
not
be
successful
and
may
not
grow
or
generate
profits
as
anticipated;
it
may
be
necessary
or
desirable
to
increase
capital
expenditures,
thereby
decreasing
free
cash
flow;
risks
related
to
other
financial
trends
discussed
in
this
presentation
including
that
the
Company
may
be
required
to
further
increase
its
allowance
for
loan
losses
in
the
future
and
record
additional
impairment
charges
as
a
result
of
any
such
increase;
selling
and
marketing
expenses
as
a
percentage
of
system-wide
sales
of
VOIs,
net
may
not
remain
at
current
levels
or
they
may
increase;
and
the
Companys
indebtedness
may
increase
in
the
future;
and
the
risks
and
other
factors
detailed
in
the
Companys
previous
SEC
filings
and
BFCs
SEC
filings,
including
those
contained
in
the
Risk
Factors
sections
of
such
filings.
NOTE:
Bluegreen
Corporations
(Bluegreens)
financial
statements
and
all
amounts
derived
from
such
included
in
this
presentation
are
presented
on
Bluegreens
historical
basis
accounting.
Bluegreens
financial
statements
are
also
included
in
BFC
Financial
Corporations
(BFCs)
filings
with
the
Securities
and
Exchange
Commission,
and
certain
amounts
disclosed
therein
will
differ
from
those
included
in
this
presentation
due
to
the
impact
of
certain
purchase
accounting
adjustments
recorded
by
BFC
in
connection
with
its
November
2009
indirect
acquisition
of
approximately
7.4
million
additional
shares
of
Bluegreens
Common
Stock,
which
resulted
in
BFC,
indirectly,
holding
a
controlling
interest
in
Bluegreen. |
2
Table of Contents
Company Profile
Highlights
Our Industry
Our Business
Liquidity
Appendices
A
Other Information |
3
A leading leisure/hospitality management & marketing company with
desirable vertical integration, focused on the timeshare industry.
Founded in 1966 and entered the timeshare space in 1994, today Bluegreen
is one of the largest timeshare companies.
Bluegreen was publicly-traded from 1985
2013
In April 2013,
BFC Financial Corporation (OTC: BFCF) ("BFC")
completed its previously announced acquisition of Bluegreen Corporation (the
Merger").
BFC
had
been
a
significant
Bluegreen
shareholder
since
2002
and the majority shareholder since 2009. As a result of the Merger,
Bluegreen became an indirect, wholly-owned subsidiary of BFC and BBX
Capital Corporation (NYSE: BBX), and ceased to be an SEC registrant.
Core product is the flexible, points-based Bluegreen Vacation Club.
Strong emphasis on customer experience; attractive demographic profile.
This platform supports three source of revenues:
Traditional timeshare business
Growing fee-based services business
Finance business
Company Profile |
4
Highlights
Operating model features improvements from historical, capital-intensive
timeshare model: Capital light
business model that is generating cash from multiple streams:
Growing sales while focusing on marketing efficiencies
Improving debt profile
Minimizing capital spending
Established FICO®
score
based credit underwriting program in December 2008
Completed sale of non-core real estate business (Bluegreen Communities) in May
2012 Traditional
timeshare
sales
operations
generate
significant
cash
sales
and
currently
have
historically low
capital
requirements
Fee-based Services Business:
Fee-Based services sales & marketing commissions
Property management, title, mortgage servicing & other Fee-Based services
Finance business income |
5
Highlights (cont.)
Generated
free
(1)
cash
flow
of
$71
million
during
YTD
September
2013.
Increased
cash
realized
within
30
days
of
sale
from
24%
of
sales
in
2008,
to
54%
in
YTD
September
2013.
The
capital-light
fee-based
service
business
model
generated
$46
million
in
pre-tax
profits
(2)
in
YTD
September
2013.
Receivable-backed
debt
decreased
41%
to
$442
million
at
September
30,
2013
from
$748
million
at
December
31,
2008.
Lines-of-credit
and
notes
payable
declined
61%
to
$88
million
as
of
September
30,
2013
from
$223
million
as
of
December
31,
2008.
Capital
expenditures
(3)
decreased
from
$188
million
in
2008
to
$23
million
in
YTD
September
2013.
(1)
Cash flow from operating and investing activities
(2)
Before corporate overhead and finance profits
(3)
Excludes
spending
for
inventory
obtained
under
just-in-time
fee-based
service
arrangements. |
6
Highlights (cont.)
Associate
headcount
decreased
26%
from
6,396
as
of
9/30/08
to
4,747
as
of
9/30/13.
Revolving
credit
facilities
of
$240
million
with
availability
of
$134
million
as
of
December
31,
2013.
Recent
transactions
in
credit
and
securitization
markets
(including
Merger
financing
of
$75
million
and
$110.6
million
securitization).
Unrestricted
cash
and
equivalents
of
$135
million
as
of
September
30,
2013.
Sales
to
Bluegreen
Vacation
Club
owners
represented
56%
of
total
Resort
sales
in
YTD
September
2013,
indicating
a
high
level
of
customer
satisfaction
and
providing
a
lower
cost
marketing
channel. |
7
System Wide VOI Sales, Net (a)
(a) Excludes estimated uncollectible VOI notes receivable. Includes sales made
on behalf of fee-based service clients. Income from Continuing Operations
(b) ($ in millions)
($ in millions)
(b) Net of income taxes.
Results of Operations |
8
Timeshare Industry
2012
U.S.
Timeshare
sales
of
approximately
$6.9
billion
(up
6%).
Highest
one-year
sales
growth
since
2006.
Other
participants
include:
Wyndham,
Marriott,
Starwood,
Hilton,
Hyatt,
Disney,
Diamond,
Orange
Lake
and
Silverleaf.
Increased
activity
in
the
industry
in
corporate
transactions,
consolidation
and
ongoing
affiliation
through
Fee-Based
Service
arrangements. |
9
Why not just rent?
Hotel Room vs. Timeshare Vacation Home
Typical Hotel Room
Typical Bluegreen Vacation Villa
Lifetime Budget
Lifetime Budget |
10
Bluegreen Vacations
Vacation Ownership Interests (real estate) sold
through points-based Bluegreen Vacation Club®.
More than 176,000 owners in the Bluegreen
Vacation Club and over 237,000 owners under
management as of September 30, 2013.
64 in-network resorts.
Access to 23 Shell Vacation Club Resorts through
Select Connections
partnership.
Access to 21 Raintree Vacation Club Resorts
through Prizzma.
In January 2013, Bluegreen Vacations was
named the Official Vacation Ownership Provider
of Choice Hotels. |
11
Bluegreen Vacation Club
Vacation Ownership with Flexibility, Quality and Value
Since 1994
Owners get the flexibility
of a points-based reservation system, not an internal exchange.
Note: All subject to terms and conditions of the Bluegreen Vacation Club.
|
12
Bluegreen Vacation Club Resorts |
13
Mountain Run at Boyne, Boyne Falls Michigan
Club 36, Las Vegas, Nevada
Grande Villas at World Golf Village, St. Augustine,
Florida The Fountains, Orlando, Florida
Bluegreen Vacation Club Resorts |
14
La Cabana , Oranjestad, Aruba
The Club at Big Bear, Big Bear lake, California
Wilderness Club at Big Cedar, Ridgedale, Missouri
Shenandoah Crossing, Gordonsville, Virgina
Bluegreen Vacation Club Resorts |
15
Average income: $75,000 -
$80,000
Age: 44-55
Marital Status: Married
Number of persons per vacation ownership trip: 2.8
Number of nights per stay: 4.3
Typical Bluegreen Owner |
16
Bluegreen Sales Centers |
17
Experienced Direct Marketer
Over 161,000
Sales Tours
In YTD September 2013
Approximately 28,500
Sales
In YTD September 2013
17.7%
Conversion |
18
Selling and Marketing Expenses |
19
Fee-Based Services
We provide various timeshare services and product offerings for third-party
property owners/developers, lenders and investors.
Services are based on Bluegreens core competencies in:
Sales & Marketing
Property Management
Risk Management
Title & Escrow
Design & Development
Mortgage Servicing
Allows third-party property owners/developers to benefit from the Bluegreen
Vacation Club product and sales distribution platform.
Two types of Sales & Marketing Arrangements:
Commission-Based
Just-in-Time
Cash business, which requires little, if any, capital expenditure/debt by
Bluegreen.
Expands the offerings of the Bluegreen Vacation Club. |
20
Fee-Based Services-Sales
($ in millions) |
21
Other Fee-Based Services
($ in millions) |
22
Fee-Based Services-Profits
($ in millions) |
23
Provides seller-financing to
FICO®
score credit qualified
Bluegreen timeshare customers to
facilitate sales and earn net interest
profits.
In-house servicing of all
Bluegreen receivables and certain
fee-based service clients; centralized
at our Boca Raton, FL headquarters.
Bluegreen has been servicing
loans for over 20 years. Our
Mortgage management team has a
combined 159 years of servicing
experience, with an average tenure
of 15 years with Bluegreen.
Resorts Notes Receivable Outstanding (update)
($ in millions)
Finance Business |
24
($ in millions)
Finance Operations
Net Interest Spread |
25
Bluegreen Resorts
Credit Underwriting Standards
(FICO® Scores at time of
Origination) 300-499
300-574
500-599
575-599
300-850
600-850
600-850
300
350
400
450
500
550
600
650
700
750
800
850
1994 -
12/14/08
12/15/08 -
12/31/09
1/1/10 +
10% Down Payment
20% Down Payment
100% Cash Only
Minimum Down Payments*:
* Excludes individuals with no FICO®
score, for which there are separate down payment criteria.
|
26
Bluegreen Resorts
FICO®
Profile (a)
(a) Percentage of portfolio outstanding at 12/31/10 originated in the
2008-2010 periods by FICO® strata (12/31/11 for 2011 originated
loans,12/31/12 for 2012 originated loans and 09/30/13 for YTD
September 2013 originated loans), excluding foreign obligors and other
No FICO®
loans in 2009
September 2013, which were less than 1.5% in 2009 and 2010, and
3% in 2011, 2012 and YTD September
2013. 2008 assumes strata for 10% of loans outstanding at 12/31/10, for
which no FICO® score was obtained. Based on most recent
FICO®
score in Bluegreens files for each obligor. |
27
Original Portfolio Statistics
(1)
Loans without a FICO®
score are removed. FICO®
is at the time of sale. Excluding loans paid in full within 6 months from
origination.
VOI RATES & TERMS
NEW OBLIGORS with a FICO®
SCORE of
600
EFFECTIVE 11/01/08
Int. Rate
w/o
Down
Payment Int. Rate Auto-Debit Max Term
10%
16.99%*
17.99% 10 years
20%
15.99%* 16.99% 10 years
10%
15.99%*
16.99% 3/5/7 years 50%
9.99%
9.99% 1 year Interest
Rates *In the event a borrower goes off of pre-authorized checking, the
interest rate will increase by 1%. VOI Loans
YTD 9/30/13
Weighted Average FICO®
(Highest Obligor)
705
(1)
Weighted Average
Interest Rate
16.5% |
28
Typical Collection Process -
VOI
10 Days
Telephone contact generally initiated on delinquent accounts when an
account is as few as 10 days past due
30
Days
Letter
mailed
advising
the
borrower
(if
a
U.S.
resident)
that
if
the
loan
is
not
brought
current,
the
delinquency
will
be
reported
to
the
credit
reporting
agencies
(telephone
contact
continues)
60 Days
Lock-out
letter mailed, return receipt requested and regular mail,
advising that the borrower cannot use any accommodations until the delinquency is
cured (telephone contact continues)
90
Days
Notice
of
Intent
to
Cancel
Membership
mailed,
return
receipt
requested
and
regular
mail,
which
informs
the
borrower
that
unless
the
delinquency
is
cured
within
30
days,
the
borrower
will
forfeit
ownership
(telephone
contact
continues)
Approximately 120 Days
Termination letter mailed, return receipt requested and
regular mail, advising the borrower that the owners beneficial rights in the
Bluegreen Vacation Club have been terminated and loan is defaulted
The VOI is placed back into inventory for resale to a new purchaser
|
29
VOI Portfolio Dynamics
*
In the event a borrower goes off of pre-authorized checking, the interest rate
will increase by 1%. Unlike floating rate residential mortgage loans (many of
which have teaser
rates), the monthly payment for Bluegreens borrowers does not
change over the life of the loan.*
The average monthly payment (approximately $200) for Bluegreens
borrowers is much less than a typical mortgage payment.
Geographical diversity of obligors, few foreign obligors.
Bluegreens VOI collections team has an average of 16 years of
collections experience. Our collectors are incentivized through a
performance-based compensation program.
Bluegreen implemented FICO®
score-based credit requirements on
12/15/08 and further raised such guidelines on 1/1/10.
|
30
Each sale facility/securitization/hypothecation has a separate, dedicated
lockbox.
There is a daily automated, repetitive wire to the paying agent/lender for each
sale facility/securitization/hypothecation.
Banking Partners in current
securitizations: Lock Box
Bank of America
Paying Agent & Indenture Trustee
U.S. Bank
Bluegreen VOI Loan Payment Methods
As of December 2013
PAC/ACH/Automated
90.4%
Coupon Book
9.6%
Total
100.0% |
31
Bluegreen VOI Delinquency Performance
(1)
Excludes introductory products
Note: Loans are generally defaulted, and therefore no longer included in
delinquency, after 120 days. (1) |
32
Portfolio Performance
(1)
(1)
Excludes introductory products
(2)
Compares
cumulative
defaults
through
the
end
of
the
period
which
is
48
months
after
the
beginning
of
each
origination
year
listed.
Comparison
is
made
between
origination
year
2008
(which
was
the
last
year
that
loans
were
originated
with
no
FICO®-based
credit
underwriting
standards)
to
origination
year
2010
(the
first
year
of
the
current
FICO®-based
credit
underwriting
standards).
Percentage of
outstanding loans
Percentage of outstanding
principal balance over 30 days past due
Originations Pre-12/15/08
(loans not credit scored at origination)
37.6%
4.20%
Originations
12/15/08
12/31/2013
(loans
must
meet
minimum
FICO®
requirement
of
500
from
12/15/2008
12/31/2009;
575
thereafter)
62.4%
3.22%
Total
100%
3.59%
Non-Scored vs. Credit Scored VOI Defaults at 48 months
(2)
Percentage defaulted
Loans originated 1/1/08
12/14/08
23.86% (as of 12/31/11)
Loans originated 1/1/10
12/31/10
13.27% (as of 12/31/13)
VOI Delinquency Breakdown: As of December 31, 2013
Note: Loans are generally defaulted, and therefore no longer included in
delinquency, after 120 days. |
33
Bluegreens Previous Receivables Purchase
Facilities and Term Securitizations
There has never been a principal or interest payment delinquency or default under
any of these facilities. Purchase Facility/Term Securitization
Note Amount
1998 GE Purchase Facility
$100.0 MM
2000 GE Purchase Facility
$ 90.0 MM
2001-A ING Purchase Facility
$125.0 MM
2002-A Term Securitization
$170.2 MM
2004-A GE Purchase Facility
$ 38.6 MM
2004-B Term Securitization
$156.6 MM
2004-C BB&T Purchase Facility
$140.0 MM
2005-A Term Securitization
$203.8 MM
2006-A GE Purchase Facility
$125.0 MM
2006-B Term Securitization
$139.2 MM
2007-A Term Securitization
$177.0 MM
2008-A Term Securitization
$ 60.0 MM
BXG Legacy 2010 Securitization
$ 27.0 MM
2010-A Term
Securitization
$107.6 MM
Quorum Federal Credit Union Purchase Facility
$ 30.0 MM
2012-A Term Securitization
$100.0 MM
2013-A Term Securitization
$110.6 MM
2013 BB&T/DZ Bank Purchase Facility
$ 80.0 MM
Total
$ 2.0 Billion |
34
Liquidity: Cash Flow Activities
($ in millions)
2010
2011
2012
9 Mos 9/2012
9 Mos 9/2013
Cash Flow provided by operating
activities
$164
$167
$168
$115
$80
Cash Flow provided by (used in)
investing activities
(6)
(4)
22
23
(9)
Cash Flow used in financing activities
(156)
(154)
(117)
(119)
(90)
Net increase (decrease) in cash and
cash equivalents
$2
$9
$73
$19
$(19)
Ending unrestricted cash balance
$72
$81
$154
$100
$135 |
35
Revolving Credit Facilities
($ in thousands)
December 31, 2013
A.
Non-recourse (except for representations and warranties).
B.
Amount outstanding includes $4.2 million from an associated inventory loan with
same lender. Lender
Type
Facility
Amount
Amount
Outstanding
Amount
Available
Revolving Advance
Period Expiration
Maturity
BB&T/DZ Bank
Receivables Purchase Facility
12/17/2014
12/17/2017
$80,000
-------
$80,000(A)
Quorum
Receivables Purchase Facility
3/31/2014
12/30/2030
30,000
23,775
6,225(A)
Liberty
Receivable Hypothecation Facility
11/30/2015
11/30/2018
50,000
19,756
30,244
CapitalSource
Receivable Hypothecation Facility
9/20/2016
9/20/2019
40,000
24,851
15,149(B)
NBA
Receivable Hypothecation Facility
10/10/2015
4/10/2021
30,000
28,505
1,495
NBA
Inventory Facility
12/13/2016
12/13/2018
10,000
9,544
456
$240,000
$133,569 |
36
Contractual Debt Maturities
As of September 30, 2013
($ in millions)
(A) Net of Legacy Discount
Less Than
1-3
4-5
After 5
Debt
1 Year
Years
Years
Years
Balance
Receivable Backed Notes (Recourse)
$-
$3
$18
$35
(A)
$56
Lines of Credit & Notes Payable
8
24
21
35
88
Jr Subordinated Debentures
-
-
-
111
111
Subtotal
Recourse Debt
8
27
39
181
255
Non-
Recourse Receivable
Backed Notes
-
5
-
381
386
Total
$8
$32
$39
$562
$641 |
37
Balance Sheet
($ in thousands)
September 30, 2013
December 31, 2012
Assets
(unaudited)
Cash and cash equivalents,
unrestricted
$ 134,681
$ 153,662
Cash and cash equivalents, restricted
84,698
54,335
Notes receivable, net
470,198
480,865
Inventory, net
266,346
274,006
Property and equipment, net
72,508
68,975
Prepaid Expenses and Other assets
62,662
47,799
Total assets
$1,091,093
$1,079,642 |
38
Balance Sheet (cont.)
($ in thousands)
(a)
Reflects
payments
to
public
shareholders
of
$89.2
million
in
connection
with
the
Merger
and
payment
of
$38
million
of
dividends.
September 30, 2013
December 31, 2012
Liabilities and Shareholders Equity
(unaudited) Accounts payable & accrued
liabilities
$ 81,990
$ 81,970
Deferred income
31,912
27,679 Deferred income taxes
66,303
42,663 Receivable - backed debt :
Non-recourse
385,752
356,015 Recourse
56,100
89,640 Lines-of-credit and notes payable
88,445
21,551 Junior subordinated debentures
110,827
110,827 Total liabilities
821,329
730,345 Non-controlling interest
48,060
37,919 Bluegreen shareholders equity
(a)
221,704
311,378 Total shareholders equity
269,764
349,297
Total liabilities and shareholders equity
$
1,091,093
$ 1,079,642
|
39
Income Statements
($ in millions)
(a)
Unaudited
(b)
Sales of Bluegreen's inventory only, net of estimated uncollectible VOI notes
receivable. Nine Months Ended
(a)
Year Ended
9/2013
9/2012
2012
201
Sales of VOIs
(b)
$197
$152
$208
$16
Fee-based sales commission revenue
74
66
88
7
Other fee-based services revenue
61
57
75
7
Interest income and other
63
66
87
9
396
341
458
40
Cost of VOIs sold
35
31
40
4
Cost of other resort fee-based services
38
35
46
5
Selling, general and administrative expenses
223
179
247
19
Interest expense
29
33
42
5
Other expense, net
-
-
-
324
278
375
34
Pre-tax income from continuing operations
71
62
83
5
Provision for income taxes
24
22
29
2
Income from continuing operations
$47
$40
$54
$3
|
40
Appendix A:
Other Information |
41
BFC and BBXs Ownership History of Bluegreen
$10.00 per
share cash
1 Share
of Bluegreen
4/2002
38%
2002-2009
dilution to
28%
11/2009
52%
2012 seeking to
go to 100% for
$10.00 per
share cash
5/2002
Chairman
Vice
Chairman
<2002
0% -
4.9%
4/2013
Completed
merger
resulting in
BFCs 54%
and BBXs
46%
beneficial
interest in
BXG |
42
Bluegreen Corporation
Woodbridge Holdings,
LLC
BFC Financial
Corporation
(OTC: BFCF)
54%
46%
100%
BBX Capital Corporation
(NYSE: BBX)
Completed Merger with BFC |
43
Unique Club Configuration
Bluegreen Vacation Club-
Trust
architecture allows
for the retention of voting
rights once inventory is
sold, perpetual
management control, and
allows for recovery of the
underlying collateral for
non-performing consumer
loans or assessments
without necessity of
judicial process.
Purchaser
Bluegreen /
3
rd
Party
Developer
Vacation
Club Trust
1.
Promissory Note
2.
Deed To VOI
3.
Mortgage
4.
Owner Beneficiary Rights
1
2
3
4 |
44
Realized Cash vs Receivables at
Point of Sale
(as a percentage of sales)
(1) Includes both 100% cash sales and down payments.
58%
42%
2011
Sales realized
in 30 days (1)
Sales that
become a
receivable
53%
47%
2012
Sales realized
in 30 days (1)
Sales that
become a
receivable
24%
76%
2008
Sales realized
in 30 days (1)
Sales that
become a
receivable
45%
55%
2009
Sales realized
in 30 days (1)
Sales that
become a
receivable
54%
46%
2010
Sales realized
in 30 days (1)
Sales that
become a
receivable
54%
46%
YTD Steptember 2013
Sales realized
in 30 days (1)
Sales that
become a
receivable |
45
Sales to Existing Owner Base
( As a % of system-wide sales, which include sales on behalf of third
parties) |
46
How Bluegreen VOI Buyers Finance Their Purchase
*Dollar amount rounded to the nearest whole dollar.
**Note: Based on average household income of $80,000 for timeshare buyers.
Purchase Price of a Typical Vacation Ownership Interest:
$13,200 100%
Cash Down Payment:
($ 1,320) (10%)
Amount Financed:
$11,880 90%
Terms of Typical Financing:
Term / Amortization:
10 years
Fixed Interest Rate:
16.99%
Monthly Payment:
$ 206*
Approx. Annual Maintenance Fee/ Club Dues:
$ 809
Annual Cost During Financing Period:
$ 3,286* (4.1% of Income**)
Annual Cost After Financing Period:
$ 809 (1.0% of Income**)
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