10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission files number     001-13133

BBX CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	65-0507804 (I.R.S. Employer Identification No.)
401 East Las Olas Boulevard Suite 800 Fort Lauderdale, Florida (Address of principal executive offices)	33301 (Zip Code)

(954) 940-4000

(Registrant's telephone number, including area code)

Not Applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.   [X] YES   [   ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   [X] YES   [   ] NO

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

Large accelerated filer [   ]	Accelerated filer [ X  ]
Non-accelerated filer [   ]	Small reporting company [      ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   [   ] YES   [X] NO

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

Title of Each Class	Outstanding at May4, 2015
Class A Common Stock, par value $0.01 per share	15,977,322
Class B Common Stock, par value $0.01 per share	195,045

TABLE OF CONTENTS
		Page
Part I.	FINANCIAL INFORMATION
Reference
Item 1.	Financial Statements	3-30
	Consolidated Statements of Financial Condition - March 31, 2015 and December 31,	3
	2014 - Unaudited
	Consolidated Statements of Operations - For the Three Months Ended March 31, 2015	4
	and 2014 - Unaudited
	Consolidated Statements of Comprehensive Income (Loss) - For the Three Months	5
	Ended March 31, 2015 and 2014 - Unaudited
	Consolidated Statements of Total Equity - For the Three Months Ended March 31, 2014 2014	6
	2015 and 2014 - Unaudited
	Consolidated Statements of Cash Flows - For the Three Months Ended March 31,	7
	2015 and 2014 - Unaudited
	Notes to Consolidated Financial Statements - Unaudited	8-30
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31-45
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45-46
Item 4.	Controls and Procedures	46
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	46-47
Item 1A.	Risk Factors	47
Item 5.	Other Information	47-48
Item 6.	Exhibits	48
	Signatures	49

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION-UNAUDITED

		March 31,	December 31,
(In thousands, except share data)		2015	2014
ASSETS
Cash and interest bearing deposits in banks ($2,738 and $4,993 in Variable Interest Entities ("VIEs"))	$	39,952	58,819
Restricted cash and time deposits at financial institutions ($250 and $0 in VIEs)		2,645	-
Loans held-for-sale ($32,072 and $35,423 in VIEs)		32,072	35,423
Loans receivable, net of allowance for loan losses of $381 and $977  ($18,740 and $18,972, net of allowance of $381 and $977 in VIEs)		26,582	26,844
Trade receivables, net of allowance for bad debts of $101 and $148		12,264	13,416
Real estate held-for-investment ($19,346 and $19,156 in VIEs)		83,335	75,590
Real estate held-for-sale ($13,059 and $13,745 in VIEs)		39,763	41,733
Investment in unconsolidated real estate joint ventures		15,807	16,065
Investment in Woodbridge Holdings, LLC		78,829	73,026
Properties and equipment, net ($8,439 and $8,350 in VIEs)		17,542	17,679
Inventories		15,228	14,505
Goodwill and other intangible assets, net		15,660	15,817
Other assets ($1,512 and $1,017 in VIEs)		5,848	4,019
Total assets	$	385,527	392,936
LIABILITIES AND EQUITY
Liabilities:
BB&T preferred interest in FAR, LLC ($6,132 and $12,348 in VIEs)	$	6,132	12,348
Notes payable to related parties		11,750	11,750
Notes payable		17,158	17,923
Principal and interest advances on residential loans ($11,364 and $11,171 in VIEs)		11,364	11,171
Other liabilities ($980 and $1,431 in VIEs)		25,604	28,464
Total liabilities		72,008	81,656
Commitments and contingencies (Note 13)
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 outstanding15,977,322 and 15,977,322 shares		160	160
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		349,168	347,937
Accumulated deficit		(37,362)	(38,396)
Accumulated other comprehensive income		191	85
Total BBX Capital Corporation shareholders' equity		312,159	309,788
Noncontrolling interest		1,360	1,492
Total equity		313,519	311,280
Total liabilities and equity	$	385,527	392,936
See Notes to Consolidated Financial Statements - Unaudited

3

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS- UNAUDITED

		For the Three Months
		Ended March 31,
(In thousands, except share and per share data)		2015	2014
Revenues:
Trade sales	$	19,535	16,555
Interest income		818	1,776
Net gains (losses) on the sales of assets		2	(49)
Income from real estate operations		926	1,493
Other		428	1,041
Total revenues		21,709	20,816
Costs and expenses:
Cost of goods sold		13,835	12,101
BB&T's priority return in FAR distributions		54	331
Interest expense		139	496
Real estate operating expenses		1,180	1,553
Selling, general and administrative expenses		15,535	10,882
Total costs and expenses		30,743	25,363
Equity earnings in Woodbridge Holdings, LLC		5,803	6,222
Equity losses in unconsolidated real estate joint ventures		(304)	(6)
Foreign currency exchange loss		(469)	(307)
Recoveries from loan losses		3,821	1,248
Asset recoveries (impairments), net		1,063	(1,319)
Income before income taxes		880	1,291
Provision for income taxes		3	-
Net income		877	1,291
Less: net loss attributable to non-controlling interest		157	67
Net income attributable to BBX Capital Corporation	$	1,034	1,358
Basic earnings per share	$	0.06	0.08
Diluted earnings per share	$	0.06	0.08
Basic weighted average number of common
shares outstanding		16,172,389	15,985,772
Diluted weighted average number of common and
common equivalent shares outstanding		16,725,344	16,698,628

See Notes to Consolidated Financial Statements -Unaudited

4

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEUNAUDITED

		For the Three Months
		Ended March 31,
(In thousands)		2015	2014
Net income	$	877	1,291
Other comprehensive income, net of tax:
Foreign currency translation adjustments, net of tax		131	30
Comprehensive income		1,008	1,321
Less: net loss attributable to non-controlling interest		157	67
Foreign currency translation adjustments attributable to non-controlling interest		(25)	(6)
Total comprehensive income attributable to BBX Capital Corporation	$	1,140	1,382

See Notes to Consolidated Financial Statements - Unaudited

5

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF TOTAL EQUITY

FOR THE THREE MONTHS ENDED MARCH 31,2015 AND 2014 - UNAUDITED

					Accumulated
			Additional		Other	BBX Capital	Non-
		Common	Paid-in	(Accumulated	Comprehensive	Corporation	Controlling	Total
(In thousands)		Stock	Capital	Deficit)	Income	Equity	Interest	Equity
BALANCE, DECEMBER 31, 2013	$	160	345,300	(43,091)	13	302,382	1,184	303,566
Net income		-	-	1,358	-	1,358	(67)	1,291
Noncontrolling interest distributions		-	-	-	-	-	(157)	(157)
Noncontrolling interest contributions		-	-	-	-	-	99	99
Other comprehensive income		-	-	-	24	24	6	30
Share-based compensation expense		-	855	-	-	855	-	855
BALANCE, MARCH 31, 2014	$	160	346,155	(41,733)	37	304,619	1,065	305,684
BALANCE, DECEMBER 31, 2014	$	162	347,937	(38,396)	85	309,788	1,492	311,280
Net income		-	-	1,034	-	1,034	(157)	877
Other comprehensive income		-	-	-	106	106	25	131
Share based compensation expense		-	1,231	-	-	1,231	-	1,231
BALANCE, MARCH 31, 2015	$	162	349,168	(37,362)	191	312,159	1,360	313,519

See Notes to Consolidated Financial Statements - Unaudited

6

BBX CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

		For the Three Months
		Ended March 31,
(In thousands)		2015	2014
Net cash used in operating activities	$	(10,849)	(7,710)
Investing activities:
Proceeds from redemption and maturities of tax certificates		96	321
Repayments of loans receivable, net		6,658	5,605
Proceeds from the sales of loans receivable		89	-
Additions to real estate held-for-investment		(7,024)	(193)
Proceeds from sales of real estate held-for-sale		2,866	4,852
Proceeds from the contribution of real estate to unconsolidated real estate joint ventures		-	2,880
Purchases of properties and equipment		(496)	(14)
Investments in unconsolidated real estate joint ventures		(68)	(72)
Increase in restricted cash and time deposits at financial institutions		(2,645)	-
Acquisitions of businesses, net of cash acquired		-	(1,900)
Net cash (used in) provided by investing activities		(524)	11,479
Financing activities:
Repayment of BB&T preferred interest in FAR, LLC		(6,216)	(14,013)
Proceeds from notes payable to related parties		-	600
Repayments of notes payable to related parties		-	(250)
Repayment of notes payable		(1,278)	(267)
Noncontrolling interest contributions		-	99
Noncontrolling interest distributions		-	(157)
Net cash used in financing activities		(7,494)	(13,988)
Decrease in cash and cash equivalents		(18,867)	(10,219)
Cash and cash equivalents at the beginning of period		58,819	43,138
Cash and cash equivalents at end of period	$	39,952	32,919
Cash paid for:
Interest paid	$	305	765
Income taxes		3	-
Supplementary disclosure of non-cash investing and
financing activities:
Loans and tax certificates transferred to real estate held-for-investment or real estate held-for-sale		2,156	12,406
Real estate held-for-investment transferred to investment in
real estate joint ventures		-	1,920
Transfer from real estate-held-for-investment to real estate-held-for-sale		1,027	-
Change in accumulated other comprehensive income		131	30
See Notes to Consolidated Financial Statements - Unaudited

7

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1.  Presentation of Interim Financial Statements

Basis of Financial Statement Presentation – BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) together with its subsidiaries is referred to herein as “the Company”, “we”, “us,” or “our” and is referred to herein without its subsidiaries as “BBX Capital”. BBX Capital was organized under the laws of the State of Florida in 1994. We are involved in the ownership, financing, acquisition, development and management of real estate and real estate related assets, and we are also involved in the investment in or acquisition of operating businesses. 

BBX Capital’s principal asset until July 31, 2012 was its ownership of BankAtlantic and its subsidiaries (“BankAtlantic”).  BankAtlantic was a federal savings bank headquartered in Fort Lauderdale, Florida.  On July 31, 2012, BBX Capital completed the sale to BB&T Corporation (“BB&T”) of all of the issued and outstanding shares of capital stock of BankAtlantic (the stock sale and related transactions described herein are collectively referred to as the “BB&T Transaction”).  Prior to the closing of the BB&T Transaction, BankAtlantic formed two wholly-owned subsidiaries, BBX Capital Asset Management, LLC (“CAM”) and Florida Asset Resolution Group, LLC (“FAR”). 

Prior to the closing of the BB&T Transaction, BankAtlantic contributed approximately $82 million in cash to CAM and certain non-performing commercial loans, commercial real estate and previously written-off assets that had an aggregate carrying value on BankAtlantic’s balance sheet of $125 million as of July 31, 2012.  CAM assumed all liabilities related to these assets.  Prior to the closing of the BB&T Transaction, BankAtlantic distributed all of the membership interests in CAM to the Company. CAM remains a wholly-owned subsidiary of the Company. 

BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and real estate that had an aggregate carrying value on BankAtlantic’s balance sheet of approximately $346 million as of July 31, 2012.  FAR assumed all liabilities related to these assets.  BankAtlantic also contributed approximately $50 million in cash to FAR on July 31, 2012 and thereafter distributed all of the membership interests in FAR to the Company.  At the closing of the BB&T Transaction, the Company transferred to BB&T 95% of the outstanding preferred membership interests in FAR in connection with BB&T’s assumption of the Company’s $285.4 million in principal amount of outstanding trust preferred securities (“TruPS”) obligations. The Company retained the remaining 5% of FAR’s preferred membership interests. Under the terms of the Amended and Restated Limited Liability Company agreement of FAR, which was entered into by the Company and BB&T at the closing, BB&T was entitled to hold its 95% preferred interest in the net cash flows of FAR until it 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’s interest in FAR terminates, and the Company is entitled to any and all residual proceeds from FAR through its ownership of FAR’s Class R units. BB&T’s preferred interest in FAR as of March 31, 2015 had been reduced through cash distributions to $6.1 million.  On May 6, 2015, BB&T’s preferred interest in FAR was repaid in full and redeemed and BBX Capital became the sole member of FAR.

In April 2013, BBX Capital acquired a 46% equity interest in Woodbridge Holdings, LLC (“Woodbridge”).  Woodbridge’s principal asset is its ownership of Bluegreen Corporation and its subsidiaries (“Bluegreen”). Bluegreen manages, markets and sells the Bluegreen Vacation Club, a points-based, deeded vacation ownership plan with more than 180,000 owners.  BFC Financial Corporation (“BFC”), the controlling shareholder of the Company, owns the remaining 54% of Woodbridge (see Note 2 Investment in Woodbridge Holdings, LLC). 

In October 2013, Renin Holdings, LLC (“Renin”), a joint venture owned 81% by BBX Capital and 19% by BFC, acquired substantially all of the assets and certain liabilities of Renin Corp. (“the Renin Transaction”).  Renin manufactures interior closet doors, wall décor, hardware and fabricated glass products. Renin is headquartered in Canada and has two manufacturing, assembly and distribution facilities in Canada and the United States and a distribution facility in the United Kingdom.

In December 2013, BBX Sweet Holdings, LLC (“BBX Sweet Holdings”), a wholly-owned subsidiary of BBX Capital, acquired the outstanding equity interests in Hoffman’s Chocolates and its subsidiaries Boca Bons, LLC and S&F Good Fortunes, LLC (collectively, “Hoffman’s”).  Hoffman’s is a manufacturer of gourmet chocolates, with retail locations in South Florida. In January 2014, BBX Sweet Holdings acquired Williams and Bennett, a Florida based manufacturer of quality chocolate products.  In July 2014, BBX Sweet Holdings acquired Jer’s Chocolates, a California based distributor of peanut butter chocolate products internationally and in the United States and Helen Grace Chocolates, a California based manufacturer of premium chocolate confections, chocolate bars, chocolate candies and truffles.  In October 2014, BBX Sweet Holdings acquired Anastasia Confections Inc., an Orlando, Florida based manufacturer of gourmet candy and

8

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

chocolate gift products.  In April 2015, BBX Sweet Holdings acquired the assets of Kencraft, Inc. (“Kencraft”).  Kencraft is a Utah based manufacturer of hard candies including lollipops, sugar Easter eggs, bubblegum and icing decorations. 

Certain business combination disclosures required by Topic 805-10-50 for the Kencraft asset acquisition, such as the fair value of the net assets acquired and the supplemental pro forma information, were not available at the date of filing.  The Company engaged valuation firms to provide estimates of the fair value of the assets acquired and liabilities assumed and the valuation reports were not completed as of the filing date.  Additionally, the seller was not able to timely provide the financial information requested by the Company necessary to prepare the supplemental pro forma information as of the filing date. 

On April 30, 2015, BFC purchased 4,771,221 of the Company’s Class A common stock through a tender offer increasing its ownership percent to approximately 81% of the issued and outstanding shares of the Company’s Class A  common stock, which together with the shares of BBX Capital’s Class B common stock owned by BFC, represents an approximate 81% equity interest and 90% voting interest in BBX Capital.

The Company has two classes of common stock. Holders of the Class A common stock are entitled to one vote per share, which in the aggregate represents 53% of the combined voting power of the Class A common stock and the Class B common stock. Class B common stock represents the remaining 47% of the combined vote. At March 31, 2015 BFC owned 100% of the Company’s Class B common stock and 51% of the Company’s outstanding Class A common stock resulting in BFC owning 51% of the Company’s aggregate outstanding common stock and 74% of the voting power of the Company’s common stock as of that date. The percentage of total common equity represented by Class A and Class B common stock was 99% and 1% at March 31, 2015, respectively. The fixed voting percentages will be eliminated, and shares of Class B common stock will be entitled to only one vote per share from and after the date that BFC or its affiliates no longer own in the aggregate at least 97,523 shares of Class B common stock (which is one-half of the number of shares it now owns). Class B common stock is convertible into Class A common stock on a share for share basis.

All significant inter-company balances and transactions have been eliminated in consolidation.  Throughout this document, the term “fair value” in each case is an estimate of fair value as discussed herein.

In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) as are necessary for a fair statement of the Company's consolidated financial condition at March 31, 2015, the consolidated results of operations and consolidated statement of comprehensive income for the three months ended March 31, 2015 and 2014, and the consolidated total equity and cash flows for the three months ended March 31, 2015 and 2014.  The results of operations for the three months ended March 31, 2015 are not necessarily indicative of results of operations that may be expected for the subsequent interim period during 2015 or for the year ended December 31, 2015.  The consolidated financial statements and related notes are presented as permitted by Form 10-Q and should be read in conjunction with the consolidated financial statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Certain amounts for prior years have been reclassified to conform to the revised financial statement presentation for 2014.

Basic earnings per share excludes dilution and is computed by dividing net income attributable to the Company by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if options to issue common shares were exercised or restricted stock units of the Company were to vest. In calculating diluted earnings per share, net income attributable to the Company is divided by the weighted average number of common shares. Options and restricted stock units are included in the weighted average number of common shares outstanding based on the treasury stock method, if dilutive.  During the three months ended March 31, 2015 and 2014, options to acquire 15,481 and 21,282 shares of Class A common stock were anti-dilutive, respectively. 

New Accounting Pronouncements:

The FASB has issued the following accounting pronouncements and guidance relevant to the Company’s operations during the first quarter of 2015 (See the Company’s annual report on Form 10-K for the year ended December 31, 2014 for accounting pronouncements issued prior to the first quarter of 2015 relevant to the Company’s operations):

9

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Update Number 2015-05 –– Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.  This update provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract.The standard is effective for annual and interim reporting periods beginning after December 15, 2015.  Early application is permitted.  The adoption of this update is not expected to have a material impact on the Company’s financial statements.

Update Number 2015-03 –– Interest - Imputation of Interest  (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.  This update requires that debt issuance costs related to a recognized debt liability be presented in the Statement of Financial Condition as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The standard is effective for annual and interim reporting periods beginning after December 15, 2015.  Early application is permitted.  The adoption of this update is not expected to have a material impact on the Company’s financial statements.

2.Investment in Woodbridge Holdings, LLC

On April 2, 2013, the Company invested $71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The investment was made in connection with Woodbridge’s acquisition on April 2, 2013 of the publicly held shares of Bluegreen. BFC holds the remaining 54% of Woodbridge’s outstanding equity interests and is the managing member of Woodbridge. Since BFC is the majority owner of Woodbridge and the managing member, the Company’s investment in Woodbridge is accounted for under the equity method.  The Company’s investment in Woodbridge consisted of $60.4 million in cash (including $0.4 million in transaction costs) and a promissory note in Woodbridge’s favor in the principal amount of $11.75 million. In connection with the Company’s investment in Woodbridge, the Company and BFC entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company’s and BFC’s respective rights as members of Woodbridge and provides, among other things, for unanimity on certain specified “major decisions” and for distributions to be made on a pro rata basis in accordance with the Company’s and BFC’s percentage equity interests in Woodbridge.

The following is the investment in Woodbridge activity under the equity method for the three months ended March 31, 2015 and March 31, 2014, respectively (in thousands):

		For the Three Months Ended
		March 31,
		2015	2014
Investment in Woodbridge - beginning of period		73,026	78,573
Equity earnings in Woodbridge		5,803	6,222
Dividends received from Woodbridge		-	-
Investment in Woodbridge - end of period	$	78,829	84,795

10

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The condensed Statements of Financial Condition as of the dates indicated of Woodbridge Holdings, LLC were as follows (in thousands):

		March 31,	December 31,
		2015	2014
Assets
Cash and restricted cash	$	256,627	240,427
Notes receivable, net		410,904	424,267
Notes receivable from related parties		11,750	11,750
Inventory of real estate		203,260	194,713
Properties and equipment, net		71,968	72,319
Intangible assets		62,149	63,913
Other assets		73,022	53,158
Total assets	$	1,089,680	1,060,547
Liabilities and Equity
Accounts payable, accrued liabilities and other	$	117,616	114,263
Deferred tax liabilities, net		101,216	92,609
Notes payable		503,600	502,465
Junior subordinated debentures		150,675	150,038
Total liabilities		873,107	859,375
Total Woodbridge members' equity		170,535	157,920
Noncontrolling interest		46,038	43,252
Total equity		216,573	201,172
Total liabilities and equity	$	1,089,680	1,060,547

The condensed Statements of Operations of Woodbridge Holdings, LLC were as follows (in thousands):

		For the Three Months Ended
		March 31,
		2015	2014
Total revenues	$	128,430	129,920
Total costs and expenses		105,489	104,979
Other income		1,066	688
Income from continuing operations before taxes		24,007	25,629
Provision for income taxes		8,606	9,145
Net income		15,401	16,484
Net income attributable to noncontrolling interest		(2,786)	(2,958)
Net income attributable to Woodbridge		12,615	13,526
BBX Capital 46% equity earnings in Woodbridge	$	5,803	6,222

3.  Consolidated Variable Interest Entities

FAR

BB&T’s preferred equity interest in FAR entitled it to a $285 million preference amount plus the related priority return. Based on the amended and restated limited liability agreement, FAR was required to make quarterly distributions or more frequently as approved by FAR’s Board of Managers, of excess cash flows from its operations and the orderly disposition of its assets to redeem the preferred membership interests. As such, the Class A units were considered mandatorily redeemable and are reflected as debt obligations in the Company’s Consolidated Statement of Financial Condition and the priority return is considered interest expense in the Company’s Consolidated Statements of Operations.  

The activities of FAR are governed by an amended and restated limited liability agreement which grants the Board of Managers decision-making authority over FAR. Prior to May 6, 2015 the Board had four members, two members elected

11

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

by the Company and two members elected by BB&T. The two Board members designated by BB&T resigned on May 6, 2015 in connection with the redemption of BB&T’s preferred interest in FAR. 

The carrying amount of the assets and liabilities of FAR and the classification of these assets and liabilities in the Company’s Statement of Financial Condition was as follows (in thousands):

		March 31,	December 31,
		2015	2014
Cash and interest bearing deposits in banks	$	2,650	4,976
Restricted cash		250	-
Loans held-for-sale		32,072	35,423
Loans receivable, net		18,740	18,972
Real estate held-for-investment		18,503	18,340
Real estate held-for-sale		13,059	13,745
Properties and equipment, net		8,439	8,350
Other assets		1,126	638
Total assets	$	94,839	100,444
BB&T preferred interest in FAR, LLC	$	6,132	12,348
Principal and interest advances on residential loans		11,364	11,171
Other liabilities		838	1,315
Total liabilities	$	18,334	24,834

Prior to the repayment of BB&T’s preference amount, the proceeds from the monetization of FAR’s assets were restricted to payments of expenses, including the priority return and estimated working capital requirements of FAR, and the repayment of FAR’s preferred membership interests. FAR finances its activities through revenues from principal and interest payments received and the monetization of its assets.

JRG/BBX Development, LLC (“North Flagler”)

In October 2013, an indirect wholly-owned subsidiary of BBX Capital entered into the North Flagler joint venture with JRG USA, and in connection with the formation of the joint venture JRG USA assigned to the joint venture a contract to purchase for $10.8 million a 4.5 acre real estate parcel overlooking the Intracoastal Waterway in West Palm Beach Florida and we invested $0.5 million of cash.  During 2015, the zoning district surrounding this property was changed to permit up to 15 stories in building height from 4 stories in building height.We are entitled to receive 80% of any joint venture distributions until we recover our capital investment and then will be entitled to receive 70% of any joint venture distributions thereafter. We are the managing member and have control of all aspects of the operations of the joint venture. 

The carrying amount of the assets and liabilities of North Flagler and the classification of these assets and liabilities in the Company’s Statement of Financial Condition was as follows (in thousands):

		March 31,	December 31,
		2015	2014
Cash and interest bearing deposits in banks	$	88	17
Real estate held-for-investment		843	816
Other assets		386	379
Total assets	$	1,317	1,212
Other liabilities	$	142	116
Noncontrolling interest	$	132	132

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

BBX Capital’s maximum loss exposure in North Flagler if all of North Flagler’s assets were deemed worthless would have been $1.0 million as of March  31, 2015.

4.  Investments in Unconsolidated Real Estate Joint Ventures

The Company had the following investments in unconsolidated real estate joint ventures (in thousands):

		March 31,	December 31,
		2015	2014
Altis at Kendall Square, LLC	$	1,230	1,264
Altis at Lakeline - Austin Investors LLC		5,000	5,000
New Urban/BBX Development, LLC		968	996
Sunrise and Bayview Partners, LLC		1,676	1,723
Hialeah Communities, LLC		4,988	5,091
PGA Design Center Holdings, LLC		1,945	1,991
Investments in unconsolidated real estate joint ventures	$	15,807	16,065

Altis at Kendall Square, LLC (“Kendall Commons”)

In March 2013, the Company invested $1.3 million in a joint venture to develop 321 apartment units. The Company is entitled to receive 13% of the joint venture distributions until a 15% internal rate of return has been attained and then the Company will be entitled to receive 9.75% of any joint venture distributions thereafter.

Altis at Lakeline – Austin Investors, LLC

In December 2014, the Company invested $5.0 million in a joint venture to develop 354 apartment units in Austin, Texas.  The Company contributed 34% of the capital to the joint venture. After the Company receives a preferred return of 9% and all of its capital is returned, the Company will then be entitled to receive 26.3% of any joint venture distributions until an 18% internal rate of return has been attained and thereafter the Company will be entitled to receive 18.8% of any joint venture distributions.  

New Urban/BBX Development, LLC (“Village at Victoria Park”)

In December 2013, the Company entered into a joint venture agreement with New Urban Communities to develop 2 acres of vacant land located near downtown Fort Lauderdale, Florida as 30 single-family homes. The Company and New Urban Communities each have a 50% membership interest in the joint venture and New Urban Communities serves as the developer and the manager. 

In April 2014, the joint venture obtained an acquisition, development and construction loan from a financial institution and the Company and New Urban Communities each contributed $692,000 to the joint venture as a capital contribution. The joint venture purchased the two acre site 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 promissory note bears interest at 8% per annum and is subordinated to the financial institution’s acquisition, development and construction loan.  The Company recorded a deferred gain of $1.1 million included in other liabilities in the Company’s Statement of Financial Condition as of March 31, 2015 and December 31, 2014 on the sale of the vacant land to the joint venture.  The sale of appreciated property to the joint venture resulted in a joint venture basis difference as the Company’s carrying value of the land was $1.1 million lower than the fair value.  The Company accounted for the sale of the vacant land to the joint venture using the cost recovery method.  During the three months ended March 31, 2015, the Company increased by $11,000 the joint venture basis adjustment for the capitalization of interest expense on its average carrying value of investments and advances to the joint venture for the period.  The Company will recognize the deferred gain as the principal balance of the note receivable is paid.  The Company will recognize the joint venture basis adjustment as joint venture equity earnings as the single-family units are sold by the joint venture.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Sunrise and Bayview Partners

In June 2014, the Company entered into a joint venture agreement with an affiliate of Procacci Development Corporation (“PDC”) and the Company and PDC each contributed $1.8 million in the Sunrise and Bayview Partners joint venture.  The Company and PDC each have a 50% interest in the joint venture.  In July 2014, the joint venture borrowed $5.0 million from PDC and acquired for $8.0 million three acres of real estate in Fort Lauderdale, Florida from an unrelated third party. The property is improved with an approximate 84,000 square foot office building along with a convenience store and gas station.   The joint venture refinanced the PDC borrowings with a financial institution and the Company provided the financial institution with a guarantee of 50% of the outstanding balance of the joint venture’s $5.0 million loan.

PGA Design Center Holdings, LLC (“PGA Design Center”)

In December 2013, the Company purchased for $6.1 million a commercial property with three existing buildings consisting of 145,000 square feet of mainly furniture retail space. In January 2014, the Company entered into a joint venture with Stiles Development, and in connection with the formation of the joint venture, the Company sold the commercial property to the joint venture in exchange for $2.9 million in cash and a 40% interest in the joint venture. 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 property contributed to the joint venture excluded certain residential development entitlements with an estimated value of $1.2 million which were transferred to adjacent parcels owned by the Company.

Hialeah Communities, LLC

In July 2014, the Company entered into a joint venture agreement with CC Bonterra to develop approximately 394 homes in a portion of the newly proposed Bonterra community in Hialeah, Florida. 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, the Company received $2.2 million in cash and a joint venture interest with an agreed upon assigned initial capital contribution value of $4.9 million. The Company is entitled to receive 57% of any joint venture distributions until it receives its aggregate capital contributions plus a 9% per annum return on capital.  Any distributions thereafter will be shared 45% by the Company and 55% by CC Bonterra.  The Company contributes 57% of the capital and remained liable as a co-borrower on the $8.3 million mortgage that was assumed by the joint venture. The transfer of the land to the joint venture as an initial capital contribution resulted in a deferred gain of $1.6 million included in other liabilities in the Company’s Statement of Financial Condition as of March 31, 2015 and December 31, 2014 and a joint venture basis adjustment of $2.1 million.   The Company determined that the transfer of the land to the joint venture should be accounted for on the cost recovery method.  During the three months ended March 31, 2015, the Company recognized an increase of $57,000 joint venture basis adjustment for the capitalization of interest expense on its average joint venture carrying value for the period. The deferred gain of $1.6 million will be recognized upon the repayment of the principal balance of the $8.3 million mortgage.  The Company will recognize the joint venture basis adjustment as joint venture equity earnings as single-family units are sold by the joint venture.

In September 2014, the Company contributed additional capital to the joint venture of $1.8 million with CC Bonterra contributing $1.4 million.  The additional capital contributions funded the joint venture purchase of property adjacent to the project for $0.9 million.  The joint venture advanced $2.3 million to a wholly-owned subsidiary of the Company and the wholly-owned subsidiary of the Company used the funds received from the joint venture to purchase $2.3 million of additional property adjacent to the project.  The Company will repay the joint venture advance upon the sale of the property.

In March 2015, the joint venture refinanced the $8.3 million mortgage loan with proceeds from a $31.0 million acquisition and development loan.  The Company is a guarantor of 26.3% of the $31.0 million joint venture acquisition and development loan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The condensed Statement of Operations for the three months ended March 31, 2015 and 2014 for the above equity method joint ventures in the aggregate was as follows (in thousands):

		For the Three Months Ended
		March 31,
		2015	2014
Total revenues	$	379	75
Total costs and expenses		(1,071)	(89)
Net loss	$	(692)	(14)

5.  Loans Held-for-Sale

Loans held-for-sale were as follows (in thousands):

		March 31,	December 31,
		2015	2014
Residential	$	24,334	27,331
Second-lien consumer		2,468	2,351
Small business		5,270	5,741
Total loans held-for-sale	$	32,072	35,423

Loans held-for-sale are reported at the lower of cost or fair value.  The Company transfers loans to held-for-sale when, based on the current economic environment and related market conditions, it does not have the intent to hold those loans for the foreseeable future.  The Company sold residential loans and first-lien consumer loans in July 2014 and is currently soliciting buyers for its loans held-for-sale portfolio.  The Company transfers loans previously held-for-sale to loans held-for-investment at the lower of cost or fair value on the transfer date.  All loans held-for-sale at March  31, 2015 and December 31, 2014 were owned by FAR.

During the three months ended March 31, 2015, the Company sold two charged off loans for an aggregate gain of $89,000.

As of March 31, 2015, foreclosure proceedings were in-process on $16.2 million of residential loans held for sale.

6.  Loans Receivable

The loans receivable portfolio consisted of the following components (in thousands):

		March 31,	December 31,
		2015	2014
Commercial non-real estate	$	1,308	1,326
Commercial real estate		24,069	24,189
Consumer		1,586	2,306
Residential		-	-
Total gross loans		26,963	27,821
Allowance for loan  losses		(381)	(977)
Loans receivable -- net	$	26,582	26,844

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

As of March 31, 2015, foreclosure proceedings were in-process on $1.2 million of consumer loans.

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

		March 31,	December 31,
Loan Class		2015	2014
Commercial non-real estate	$	1,308	1,326
Commercial real estate		14,464	14,464
Consumer		1,497	1,990
Residential		-	-
Total nonaccrual loans	$	17,269	17,780

An age analysis of the past due recorded investment in loans receivable as of March 31, 2015 and December 31, 2014 was as follows (in thousands):

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
March 31, 2015		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	330	330	978	1,308
Commercial real estate		-	-	5,458	5,458	18,611	24,069
Consumer		-	130	1,320	1,450	136	1,586
Residential		-	-	-	-	-	-
Total	$	-	130	7,108	7,238	19,725	26,963

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
December 31, 2014		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	330	330	996	1,326
Commercial real estate		-	-	5,458	5,458	18,731	24,189
Consumer		-	227	1,703	1,930	376	2,306
Residential		-	-	-	-	-	-
Total	$	-	227	7,491	7,718	20,103	27,821

(1)  The Company had no loans that were 90 days or more past due and still accruing interest as of March 31, 2015 or December 31, 2014.

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The activity in the allowance for loan losses for the three months ended March 31, 2015 and 2014 was as follows (in thousands): 

		For the Three Months
		Ended March 31,
		2015	2014
Allowance for Loan Losses:
Beginning balance	$	977	2,713
Charge-offs :		(675)	(2,017)
Recoveries :		3,900	2,140
Provision:		(3,821)	(1,248)
Ending balance	$	381	1,588
Ending balance individually evaluated for impairment	$	-	-
Ending balance collectively evaluated for impairment		381	1,588
Total	$	381	1,588
Loans receivable:
Ending balance individually evaluated for impairment	$	17,018	37,153
Ending balance collectively evaluated for impairment	$	9,945	24,008
Total	$	26,963	61,161
Proceeds from loan sales	$	89	-
Transfer to loans held-for-sale	$	-	-
Transfer from loans held-for-sale	$	-	-

Impaired Loans -  Loans are considered impaired when, based on current information and events, the Company believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan agreement. For a loan that has been restructured, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms specified by the restructured agreement.  Impairment is evaluated based on past due status for consumer and residential loans.  Impairment is evaluated for commercial and small business loans based on past payment history, financial strength of the borrower or guarantors, and cash flow associated with the collateral or business.  If a loan is impaired, a specific valuation allowance is established, if necessary, based on the present value of estimated future cash flows using the loan’s existing interest rate or based on the fair value of the loan. Collateral dependent impaired loans are charged down to the fair value of collateral less cost to sell. Interest payments on impaired loans are recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. 

Impaired loans as of March 31, 2015 and December 31, 2014 were as follows (in thousands):

		As of March 31, 2015			As of December 31, 2014
			Unpaid			Unpaid
		Recorded	Principal	Related	Recorded	Principal	Related
		Investment	Balance	Allowance	Investment	Balance	Allowance
Total with allowance recorded	$	273	583	273	735	1,664	735
Total with no allowance recorded		17,085	31,367	-	17,361	35,812	-
Total	$	17,358	31,950	273	18,096	37,476	735

17

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2015 and March 31, 2014 were (in thousands):

		For the Three Months Ended
		March 31, 2015		March 31, 2014
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
Total with allowance recorded	$	273	1	811	-
Total with no allowance recorded		17,145	228	44,380	274
Total	$	17,418	229	45,191	274

Impaired loans without specific valuation allowances represent loans that were written-down to the fair value of the collateral less cost to sell, loans in which the collateral value less cost to sell was greater than the carrying value of the loan, loans in which the present value of the cash flows discounted at the loans’ effective interest rate were equal to or greater than the carrying value of the loans, or were collectively measured for impairment.

The Company had no commitments to lend additional funds on impaired loans as of March 31, 2015.

Troubled Debt Restructured Loans

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions, principal forgiveness, restructuring amortization schedules, extending loan maturities, deferring loan payments until the loan maturity date and other actions intended to minimize potential losses. The majority of concessions for consumer loans have involved changing monthly payments from interest and principal payments to interest only payments or deferring several monthly loan payments until the loan maturity date. Commercial real estate and non-real estate loan concessions were primarily interest rate reductions to below market interest rates and extensions of maturity dates based on the risk profile of the loan.  

There were no troubled debt restructurings during the three months ended March 31, 2015 and 2014.  There were no loans modified in troubled debt restructurings beginning January 1, 2014 through March 31, 2015 that experienced a payment default during the three months ended March 31, 2015. There were no loans modified in troubled debt restructurings beginning January 1, 2013 through March 31, 2014 that experienced a payment default during the three months ended March 31, 2014.

7.  Real Estate Held-for-Investment and Real Estate Held-for-Sale

Although the Company has purchased certain property, substantially all of the Company’s real estate has been acquired through foreclosures, settlements or deeds in lieu of foreclosure.  Upon acquisition, real estate is classified as real estate held-for-sale or real estate held-for-investment.  Real estate is classified as held-for-sale when the property is available for immediate sale in its present condition, management commits to a plan to sell the property, an active program to locate a buyer has been initiated, the property is being marketed at a price that is reasonable in relation to its current fair value and it is likely that a sale will be completed within one year.  When the property does not meet the real estate held-for-sale criteria, the real estate is classified as held-for-investment.

18

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The following table presents real estate held-for-sale grouped in the following classifications (in thousands):

		As of March 31,	As of December 31,
		2015	2014
Land	$	31,546	33,505
Rental properties		1,748	1,748
Residential single-family		6,120	4,385
Other		349	2,095
Total held-for-sale	$	39,763	41,733

The following table presents real estate held-for-investment grouped in the following classifications (in thousands):

		As of March 31,	As of December 31,
		2015	2014
Land	$	67,938	60,356
Rental properties		14,374	14,445
Other		1,023	789
Total held-for-investment	$	83,335	75,590

The following table presents the activity in real estate held-for-sale and held-for-investment for the three months ended March 31, 2015 and 2014 (in thousands):

		For the Three Months Ended
		March 31, 2015		March 31, 2014
		Real Estate		Real Estate
		Held-for-Sale	Held-for-Investment	Held-for-Sale	Held-for-Investment
Beginning of period	$	41,733	75,590	33,971	107,336
Acquired through foreclosure		2,156	-	849	11,562
Transfers		(1,027)	1,027	3,571	(3,571)
Purchases		-	-	-	-
Improvements		-	7,024	-	192
Accumulated depreciation		-	(81)	-	(103)
Sales		(2,952)	-	(4,810)	(4,800)
Impairments		(147)	(225)	(137)	(2,186)
End of Period	$	39,763	83,335	33,444	108,430

The following table presents the real estate held-for-sale valuation allowance activity for the three months ended March 31, 2015 and 2014 (in thousands):

		For the Three Months
		Ended March 31,
		2015	2014
Beginning of period	$	2,940	4,818
Transfer to held-for-investment		(93)	-
Impairments (recoveries)		147	(27)
Sales		(577)	(574)
End of period	$	2,417	4,217

19

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

8.   Inventories

Inventories were as follows (in thousands):

		March 31,	December 31,
		2015	2014
Raw materials	$	4,946	4,628
Paper goods and packaging materials		4,261	3,834
Finished goods		6,021	6,043
Total	$	15,228	14,505

Inventories consisted of $8.8 million for Renin and $6.4 million for BBX Sweet Holdings as of March 31, 2015, respectively.  Inventories consisted of $8.6 million for Renin and $5.9 million for BBX Sweet Holdings as of December 31, 2014, respectively.  Included in the Company’s Statement of Operations as selling, general, and administrative expenses for the three months ended March 31, 2015 and 2014 were $1.4 million and $1.1 million, respectively, of costs associated with shipping goods to customers.

9.  Notes Payable

The following notes payable were outstanding as of March 31, 2015 and December 31, 2014 (in thousands):

		As of March 31, 2015				As of December 31, 2014
				Carrying					Carrying
				Amount of					Amount of
		Debt	Interest	Pledged		Debt	Interest		Pledged
		Balance	Rate	Assets		Balance	Rate		Assets
Wells Fargo Capital Finance		7,679	various	22,915		8,028	various		24,062
Anastasia Note		7,244	5.00%	11,736		7,214	5.00%		11,699
Centennial Bank		1,637	5.25%	2,132		1,645	5.25%		2,145
Holdback notes		580	various	-		1,016	various		-
Other		18	0.90%	25		20	0.90%		26
Total Notes Payable	$	17,158		36,808	$	17,923		$	37,932

The Wells Fargo Capital Finance term loan and revolving advance facility bear interest at the Bank Prime Interest Rate or the daily three month LIBOR Interest rate plus a margin specified in the credit agreement ranging from 0.5% to 3.25%.  The loans are collateralized by all of Renin’s assets.  Renin was in compliance with the debt covenants of the loans as of March 31, 2015.

Repayment of the Anastasia note is guaranteed by BBX Capital and secured by the common stock of Anastasia.

In October 2014, a wholly-owned subsidiary of BBX Sweet Holdings borrowed $1.7 million from Centennial Bank.  BBX Sweet Holdings and BBX Capital are guarantors of the note.

The Holdback Notes relate to purchase consideration paid under the Hoffman’s and Williams and Bennett acquisitions.  The notes bear interest at interest rates ranging from 1.65% to 1.93% and mature on December 31, 2015. The Holdback Notes serve as security for the sellers’ obligations under the respective purchase and sale agreements including the indemnity obligations and performance under each of the seller’s non-competition agreements and provide BBX Sweet Holdings with a set-off right.  BBX Capital is the guarantor on BBX Sweet Holdings’ holdback notes.

In April 2015, a wholly-owned subsidiary of BBX Sweet Holdings borrowed $1.0 million from a financial institution in the form of a promissory note in order to partially fund the Kencraft asset acquisition.  The promissory note bears interest at 2.35% per annum and the principal balance is payable on April 1, 2017 or sooner upon demand.  Interest is payable monthly.  The promissory note is secured by a $1.0 million certificate of deposit and a blanket lien on the Kencraft assets acquired.  Additionally, in April 2015, a wholly-owned subsidiary of BBX Sweet Holdings issued a $400,000

20

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

promissory note to the seller in connection with the Kencraft asset acquisition.  This note is secured by the Kencraft assets acquired and bears interest at 6% per annum payable quarterly beginning on July 1, 2015.  The entire principal amount of the promissory note is due and payable on April 1, 2017.

10.   Related Parties

The Company, BFC and Bluegreen are entities under common control. The controlling shareholder of the Company and Bluegreen is BFC.  Shares of BFC’s capital stock representing a majority of the voting power are owned or controlled by the Company’s Chairman and Vice Chairman, both of whom are also executive officers of the Company, executive officers and directors of BFC and directors and Chairman and Vice Chairman of Bluegreen. The Company, BFC and Bluegreen share certain office premises and employee services, pursuant to the agreements described below.

Effective December 1, 2012, the Company entered into an agreement with BFC under which the Company provides office facilities to BFC and is reimbursed by BFC based on cost. BFC also provides risk management services to the Company and BFC is reimbursed by the Company based on cost. The Company’s employees are provided health insurance under policies maintained by Bluegreen for which Bluegreen is reimbursed at cost. 

The table below shows the effect of these related party agreements and arrangements on the Company’s consolidated statements of operations for the three months ended March 31, 2015 and 2014 (in thousands):

		For the Three Months Ended
		March 31,
		2015	2014
Other revenues	$	99	115
Expenses:
Employee compensation
and benefits		(185)	(70)
Other - back-office support		(30)	(43)
Net effect of affiliate transactions
before income taxes	$	(116)	2

On October 30, 2013, Renin, which is owned 81% by the Company and 19% by BFC, was formed by the Company and BFC to complete the Renin Transaction. Bluegreen funded approximately $9.4 million of the Renin Transaction consideration in the form of a loan and revolver facility and the remaining funds necessary to complete the Renin Transaction were funded by BBX Capital and BFC pro rata in accordance with their percentage equity interests. Renin recognized $181,000, respectively, of interest expense under the Bluegreen loan for the three months ended March 31, 2014.

As disclosed in Note 2, on April 2, 2013, the Company invested $71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The investment was made in connection with Woodbridge’s acquisition of the publicly held shares of Bluegreen. BFC holds the remaining 54% of Woodbridge.  The Company contributed $60 million in cash and issued to Woodbridge an $11.75 million note payable in connection with the Company’s acquisition of its 46% equity interest in Woodbridge.  During each of the three month periods ending March 31, 2015 and 2014, the Company recognized $147,000 of interest expense in connection with the Woodbridge note payable. 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

11.   Segment Reporting

The information provided for Segment Reporting is based on internal reports utilized by management. Results of operations are reported through four reportable segments: BBX, FAR, Renin and Sweet Holdings.

The BBX reportable segment includes the results of operations of CAM and BBX Partners and the Company’s equity interest in Woodbridge.  BBX’s activities consisted of the activities associated with managing its commercial loan portfolio, real estate properties, and portfolio of charged off loans as well as its investment in Woodbridge and investments in real estate joint ventures. 

The FAR reportable segment consists of the activities associated with overseeing the management and monetization of FAR’s assets with a view to the repayment of BB&T’s preferred membership interest and maximizing the cash flows of any remaining assets.

The Renin reportable segment consists of the activities of Renin. Total revenues for the Renin reportable segment include $6.5 million of trade sales to two major customers and their affiliates.  Renin’s revenues and properties and equipment located outside of the United States totaled $7.6 million and $1.4 million, respectively, at March 31, 2015.

The Sweet Holdings reportable segment consisted of the activities of Hoffman’s, Williams & Bennett Jer’s, Helen Grace and Anastasia for the three months ended March 31, 2015.  The Sweet Holdings reportable segment consisted of the activities of Hoffman’s and Williams & Bennett for the three months ended March 31, 2014.

The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies.  Intersegment transactions are eliminated in consolidation. 

During the three months ended March 31, 2015 acquisition related costs of $165,000 incurred in connection with the Sweet Holdings reportable segments acquisition activities were included in the results of operations of the BBX reportable segment in costs and expenses. 

Depreciation and amortization consist of: depreciation on properties and equipment and amortization of leasehold improvements, intangible assets and deferred financing costs.

22

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The Company evaluates segment performance based on segment net income after tax. The table below provides segment information for the three months ended March 31, 2015 and 2014 (in thousands): 

						Adjusting
						and
					Sweet	Elimination
For the Three Months Ended:		BBX	FAR	Renin	Holdings	Entries	Total
March 31, 2015:
Revenues	$	872	1,440	13,524	6,011	(138)	21,709
Costs and expenses		(8,776)	(1,675)	(13,882)	(6,548)	138	(30,743)
Foreign currency exchange loss		-	-	(469)	-	-	(469)
Recoveries from loan losses		3,198	623	-	-	-	3,821
Asset (impairments) recoveries		(38)	1,101	-	-	-	1,063
Equity earnings in unconsolidated companies		5,499	-	-	-	-	5,499
Segment income (loss) before income taxes		755	1,489	(827)	(537)	-	880
Provision for income tax		3	-	-	-	-	3
Net income (loss)	$	752	1,489	(827)	(537)	-	877
Total assets	$	551,834	94,839	22,915	31,861	(315,922)	385,527
Equity method investments
included in total assets	$	94,636	-	-	-	-	94,636
Expenditures for segment assets	$	13	175	-	308	-	496
Depreciation and amortization	$	49	166	149	419	-	783

						Adjusting
						and
					Sweet	Elimination	Segment
For the Three Months Ended:		BBX	FAR	Renin	Holdings	Entries	Total
March 31, 2014:
Revenues	$	1,016	3,310	13,826	2,729	(65)	20,816
Costs and expenses		(6,274)	(2,671)	(13,871)	(2,612)	65	(25,363)
Foreign currency exchange loss		-	-	(307)	-	-	(307)
Recoveries from  loan losses		1,004	244	-	-	-	1,248
Asset impairments		(81)	(1,238)	-	-	-	(1,319)
Equity earnings in unconsolidated companies		6,216	-	-	-	-	6,216
Segment income (loss) before income taxes		1,881	(355)	(352)	117	-	1,291
Provision for income tax		-	-	-	-	-	-
Net income (loss)	$	1,881	(355)	(352)	117	-	1,291
Total assets	$	532,178	150,536	23,976	8,786	(298,581)	416,895
Equity method investments included in
total assets	$	88,141	-	-	-	-	88,141
Expenditures for segment assets	$	8	-	6	-	-	14
Depreciation and amortization	$	151	148	137	98	-	534

12.  Fair Value Measurement

There were no assets or liabilities measured at fair value on a recurring basis in the Company’s financial statements as of March 31, 2015 and December 31, 2014.

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2015 (in thousands):

			Fair Value Measurements Using
			Quoted prices in			Total
			Active Markets	Significant	Significant	Impairments (1)
		As of	for Identical	Other Observable	Unobservable	For the Three
		March 31,	Assets	Inputs	Inputs	Months Ended
Description		2015	(Level 1)	(Level 2)	(Level 3)	March 31, 2015
Loans measured for
impairment using the fair value
of the underlying collateral	$	110	-	-	110	117
Impaired real estate held-for-sale and held-for-investment		1,631	-	-	1,631	372
Total	$	1,741	-	-	1,741	489

(1) Total impairments represent the amount of losses recognized during the three months ended March  31, 2015 on assets that were held and measured at fair value as of March  31, 2015.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of March 31, 2015		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	110	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.3  million
Impaired real estate held-for-sale and held-for-investment		1,631	Fair Value of Property	Discount Rates and Appraised Value less Cost to Sell	$0.2 - $1.0 million ($0.6 million)
Total	$	1,741

(1)  Range and average appraised values were reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2014 (in thousands):

			Fair Value Measurements Using
			Quoted prices in			Total
			Active Markets	Significant	Significant	Impairments (1)
		As of	for Identical	Other Observable	Unobservable	For the Three
		March 31,	Assets	Inputs	Inputs	Months Ended
Description		2014	(Level 1)	(Level 2)	(Level 3)	March 31, 2014
Loans measured for
impairment using the fair value
of the underlying collateral	$	57	-	-	57	32
Impaired real estate held-for-sale and held-for-investment		10,541	-	-	10,541	2,321
Impaired loans held-for-sale		5,607	-	-	5,607	305
Total	$	16,205	-	-	16,205	2,658

(1) Total impairments represent the amount of losses recognized during the three months ended March  31, 2014 on assets that were held and measured at fair value as of March 31, 2014.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of March 31, 2014		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	57	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.1 - $.2 million ($0.2 million)
Impaired real estate held-for-sale and held-for-investment		10,541	Fair Value of Property	Discount Rates and Appraised Value less Cost to Sell	$0.1 - $9.0 million ($2.2 million)
Impaired loans held-for-sale		5,607	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.1  -$0.7 million ($0.1 million)
Total	$	16,205

(1)  Range and average appraised values were reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

There were no material liabilities measured at fair value on a non-recurring basis in the Company’s financial statements as of March 31, 2015 and December 31, 2014.

Loans Measured For Impairment

Impaired loans are generally valued based on the fair value of the underlying collateral less cost to sell as the majority of the Company’s loansare collateral dependent. The fair value of our loans may significantly increase or decrease based on changes in property values as our loans are primarily secured by real estate.The Company primarily uses third party appraisals to assist in measuring non-homogenous impaired loans and broker price opinions to assist in measuring homogenous impaired loans. The appraisals generally use the market or income approach valuation technique and use market observable data to formulate an estimate of the fair value of the loan’s collateral. However, the appraiser uses professional judgment in determining the fair value of the collateral, and we may also adjust these values for changes in market conditions subsequent to the appraisal date. When current appraisals are not available for certain loans, we use our

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

judgment on market conditions to adjust the most current appraisal. As a consequence, the calculation of the fair value of the collateral are considered Level 3 inputs. The Company generally recognizes impairment losses based on third party broker price opinions when impaired homogenous loans become 120 days delinquent. These third party valuations from real estate professionals also use Level 3 inputs in determining fair values. The observable market inputs used to fair value loans include comparable property sales, rent rolls, market capitalization rates on income producing properties, risk adjusted discounts rates and foreclosure timeframes and exposure periods. 

Impaired Real Estate Held-for-Sale and Held-for-Investment

Real estate is generally valued using third party appraisals or broker price opinions. These appraisals generally use the market approach valuation technique and use market observable data to formulate an estimate of the fair value of the properties.  The market observable data typically consistsof comparable property sales, rent rolls, market capitalization rates on income producing properties and risk adjusted discount rates. However, the appraisers or brokers use professional judgment in determining the fair value of the properties and we may also adjust these values for changes in market conditions subsequent to the valuation date. As a consequence of using appraisals, broker price opinions and adjustments to appraisals, the calculation of the fair values of the properties is considered  a Level 3 input.

Loans Held-for-Sale

Loans held-for-sale are valued using an income approach with Level 3 inputs as market quotes or sale transactions of similar loans are generally not available.  The fair value is estimated by discounting forecasted cash flows, using a discount rate that reflects the risks inherent in the loans held-for-sale portfolio.  For non-performing loans held-for-sale, the forecasted cash flows are based on the estimated fair value of the collateral less cost to sell adjusted for foreclosure expenses and other operating expenses of the underlying collateral until foreclosure or sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The following table presents the fair value of the Company’s financial instruments as of March 31, 2015:

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount	Fair Value	Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		March 31,	March 31,	Assets	Inputs	Inputs
Description		2015	2015	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing deposits in banks	$	39,952	39,952	39,952	-	-
Loans receivable including loans held-for-sale, net		58,654	75,782	-	-	75,782
Restricted cash and time deposits at financial institutions		2,645	2,645	2,645	-	-
Financial liabilities:
Notes payable		17,158	16,886	-	-	16,886
Notes payable to related parties		11,750	11,681	-	-	11,681
BB&T preferred interest in FAR		6,132	6,139	-	-	6,139
Principal and interest advances on residential loans		11,364	10,255	-	-	10,255

The following table presents the fair value of the Company’s financial instruments as of December 31, 2014:

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount	Fair Value	Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		December 31,	December 31,	Assets	Inputs	Inputs
Description		2014	2014	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash	$	58,819	58,819	58,819	-	-
Loans receivable including loans held-for-sale, net		62,267	73,423	-	-	73,423
Financial liabilities:
Notes payable		17,923	18,196	-	-	18,196
Notes payable to related parties		11,750	11,615			11,615
BB&T preferred interest in FAR		12,348	12,383	-	-	12,383
Principal and interest advances on residential loans		11,171	10,125	-	-	10,125

Management has made estimates of fair value that it believes to be reasonable. However, because there is no active market for many of these financial instruments, management has derived the fair value of the majority of these financial instruments using the income approach technique with Level 3 unobservable inputs. Management estimates used in its net present value financial models rely on assumptions and judgments regarding issues where the outcome is unknown and actual results or values may differ significantly from these estimates. The Company’s fair value estimates do not consider the tax effect that would be associated with the disposition of the assets or liabilities at their fair value estimates.  As such, the Company may not receive the estimated value upon sale or disposition of the asset or pay the estimated value upon disposition of the liability in advance of its scheduled maturity.

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Fair values are estimated for loan portfolios with similar financial characteristics. Loans are segregated by category, and each loan category is further segmented by accruing and nonaccruing categories.

The fair value of accruing loans is calculated by using an income approach with Level 3 inputs.  The fair value of accruing loans is estimated by discounting forecasted cash flows using estimated market discount rates that reflect the interest rate and credit risk inherent in the loan portfolio. Management assigns a credit risk premium and an illiquidity adjustment to these loans based on delinquency status.  The fair value of non-accrual collateral dependent loans is estimated using an income approach with Level 3 inputs utilizing the fair value of the collateral adjusted for operating and selling expenses and discounted over the estimated holding period based on the market risk inherent in the property.

The fair value of notes payables, including to related parties, and principal and interest advances on residential loans were measured using the income approach with Level 3 inputs obtained by discounting the forecasted cash flows based on estimated market rates.  

BB&T’s preferred interest in FAR is considered an adjustable rate debt security.  The fair value of this security is calculated using the income approach with Level 3 inputs.  The fair value was obtained by discounting forecasted cash flows by risk adjusted market interest rate spreads to the LIBOR swap curve.  The market spreads were obtained from reference data in secondary institutional markets. 

13.  Commitments and Contingencies

BBX Capital guarantees certain obligations of its wholly-owned subsidiaries and unconsolidated real estate joint ventures as follows:

During the year ended December 31, 2014, the Sunrise and Bayview Partners, LLC joint venture owned 50% by Procacci Bayview, LLC and 50% by a wholly-owned subsidiary of BBX Capital refinanced its land acquisition loan with a financial institution.  BBX Capital provided the financial institution with a guarantee of 50% of the outstanding balance of the joint venture’s loan which had an outstanding balance of $5.0 million as of March 31, 2015.

In July 2014, the Company entered into a joint venture agreement with CC Bonterra to develop approximately 394 homes in a portion of the newly proposed Bonterra community in Hialeah Florida. 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 March 2015, the joint venture refinanced the $8.3 million mortgage loan into a $31.0 million acquisition and development loan.  BBX Capital is a guarantor of26.3% of the joint venture’s $31.0 million acquisition and development loan.

In March 2015, BBX Capital placed $1.3 million in a money market account with a financial institution in order to obtain an irrevocable letter of credit for a wholly-owned subsidiary of CAM.  The letter of credit was to guarantee payment to a third party upon the third party obtaining wetlands permits in connection with a potential development project.  The $1.3 million money market account is included in “Restricted Cash” in the Company’s Consolidated Statement of Financial Condition.

The Company and its subsidiaries are parties to lawsuits as plaintiff or defendant involving its collections, lending and prior period tax certificate activities. Although the Company believes it has meritorious defenses in all current legal actions, the outcome of litigation and the ultimate resolution are uncertain and inherently difficult to predict.

Reserves are accrued for matters in which it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company accrued $1.0 million for these matters as of March 31, 2015. The actual costs of resolving these legal claims may be substantially higher or lower than the amounts accrued for these claims. 

A range of reasonably possible losses is estimated for matters in which it is reasonably possible that a loss has been incurred or that a loss is probable but not reasonably estimated. Management currently estimates the aggregate range of reasonably possible losses as $0 to $4.2 million in excess of the accrued liability relating to these legal matters. This estimated range of reasonably possible losses represents the estimated possible losses over the life of such legal matters, which may span a currently indeterminable number of years, and is based on information currently available as of March 31,

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

2015. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate. Those matters for which a reasonable estimate is not possible are not included within this estimated range and, therefore, this estimated range does not represent the Company’s maximum loss exposure.

In certain matters we are unable to estimate the loss or reasonable range of loss until additional developments in the case provide information sufficient to support an assessment of the loss or range of loss. Frequently in these matters the claims are broad and the plaintiffs have not quantified or factually supported the claim.    

We believe that liabilities arising from litigation discussed below, in excess of the amounts currently accrued, if any, will not have a material impact to the Company’s financial statements. However, due to the significant uncertainties involved in these legal matters, we may incur losses in excess of accrued amounts and an adverse outcome in these matters could be material to the Company’s financial statements.

We have received notices from BB&T regarding a series of pending and threatened claims asserted against BB&T’s subsidiary, Branch Banking and Trust Company, as successor to BankAtlantic, by certain individuals who purport to have had accounts in their names with BankAtlantic prior to consummation of the sale of BankAtlantic to BB&T.  These third party claims allege wrongful conduct by BankAtlantic in connection with certain alleged unauthorized transactions associated with their accounts. BB&T’s notices assert its belief that it may be entitled to indemnification under the BankAtlantic stock purchase agreement with respect to such claims as well as another third party claim relating to an action which was recently settled by BB&T.  On July 31, 2014, BBX Capital and BB&T entered into a tolling agreement with respect to the time period within which BB&T may assert a claim for indemnity under the stock purchase agreement with respect to such claims.

The following is a description of certain ongoing or recently concluded litigation matters:

Securities and Exchange Commission Complaint

On January 18, 2012, the SEC brought an action in the United States District Court for the Southern District of Florida against BBX Capital and Alan B. Levan, BBX Capital’s Chairman and Chief Executive Officer, alleging that they violated securities laws by not timely disclosing known adverse trends in BBX Capital’s commercial real estate loans, selectively disclosing problem loans and engaging in improper accounting treatment of certain specific loans which may have resulted in a material understatement of its net loss in BBX Capital’s Annual Report on Form 10-K for the year ended December 31, 2007. Further, the complaint alleges that Mr. Alan B. Levan intentionally misled investors in related earnings calls. The Court denied summary judgment as to most issues, but granted the SEC’s motion for partial summary judgment that certain statements in one of Alan Levan’s answers on a July 25, 2007 investor conference call were false.

On December 15, 2014, after a six-week trial, the jury found in favor of BBX Capital and Alan B. Levan with respect to the disclosures made during an April 2007 earnings conference call and in BBX Capital’s quarterly reports on Form 10-Q for the 2007 first and second quarters, but found that they had engaged in an act of fraud or deceit toward shareholders or prospective investors by making materially false statements knowingly or with severe recklessness (1) with respect to three statements in the July 25, 2007 conference call referenced above, and (2) in their decision to sell certain loans in the fourth quarter of 2007 and failing to classify the loans as held-for sale in the 2007 Annual Report on Form 10-K.  The jury also found that Mr. Levan made or caused to be made false statements to the independent accountants regarding the held for sale issue.

On January 12, 2015, BBX Capital and Alan B. Levan filed a motion for a new trial and a motion for judgment as a matter of law which were denied by the Court. The SEC has filed a motion for a final judgment: (i) permanently barring Alan B. Levan from serving as an officer or director of any SEC reporting company; (ii) imposing civil penalties of $5.2 million against BBX Capital and $1.56 million against Alan B. Levan; and (iii) permanently restraining BBX Capital and Alan B. Levan from violating securities laws.  On May 4, 2015, BBX Capital and Alan Levan filed a reply brief to the SEC’s motion for final judgment.  BBX Capital believes the claims to be without merit, continues to vigorously defend the action and intends to appeal any judgment entered to the Eleventh Circuit Court of Appeals.

On January 14, 2015, the Company received notice from its insurance carrier that, based upon its interpretation of the jury verdict in this action, the carrier does not believe it is obligated to advance further payments towards fees and costs incurred in connection with this action and that it reserves its right to obtain reimbursement of the amounts it previously

29

BBX CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

advanced with respect to this action.  The Company has received legal fee and cost reimbursements from its insurance carrier in connection with this action of approximately $5.8 million.

New Jersey Tax Sales Certificates Antitrust Litigation

On December 21, 2012, plaintiffs filed an Amended Complaint in an existing purported class action filed in Federal District Court in New Jersey adding BBX Capital and Fidelity Tax, LLC, a wholly owned subsidiary of CAM, among others as defendants.  The class action complaint is brought on behalf of a class defined as “all persons who owned real property in the State of New Jersey and who had a Tax Certificate issued with respect to their property that was purchased by a Defendant during the Class Period at a public auction in the State of New Jersey at an interest rate above 0%.”  Plaintiffs allege that beginning in January 1998 and at least through February 2009, the Defendants were part of a statewide conspiracy to manipulate interest rates associated with tax certificates sold at public auction from at least January 1, 1998, through February 28, 2009. During this period, Fidelity Tax was a subsidiary of BankAtlantic.  Fidelity Tax was contributed to CAM in connection with the sale of BankAtlantic in the BB&T Transaction. BBX Capital and Fidelity Tax filed a Motion to Dismiss in March 2013 and on October 23, 2013, the Court granted the Motion to Dismiss and dismissed the Amended Complaint with prejudice as to certain claims, but without prejudice as to plaintiffs’ main antitrust claim.  Plaintiffs filed a Consolidated Amended Complaint on January 6, 2014.  While BBX Capital believed the claims to be without merit, BBX Capital has reached an agreement to settle the action, subject to court approval.

14.  Subsequent Events

Subsequent events have been evaluated through May8, 2015, the date of the filing of this document.

In April 2015, BBX Sweet Holdings acquired the assets of Kencraft(see Note 1 Presentation of Interim Financial Statements and Note 9 Notes Payable).  

On April 30, 2015, BFC purchased 4,771,221 of BBX Capital’s Class A common stock through a tender offer (see Note 1 Presentation of Interim Financial Statements).

On May 6, 2015, BBX Capital redeemed BB&T’s preferred interest in FAR (see Note 1 Presentation of Interim Financial Statements and Note 4 Consolidated Variable Interest Entities).

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The objective of the following discussion is to provide an understanding of the financial condition and results of operations of BBX Capital and its subsidiaries for the three months ended March 31, 2015. 

This document 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 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 be correct. Future results could differ materially as a result of a variety of risks and uncertainties, many of which are outside of the control of management. These risks and uncertainties include, but are not limited to the impact of economic, competitive and other factors affecting the Company and its assets, including the impact of decreases in real estate values or high unemployment rates on our business generally, the value of our assets, the ability of our borrowers to service their obligations and the value of collateral securing our loans; the risk that loan losses will continue and the risks of additional charge-offs, impairments and required increases in our allowance for loan losses; the impact of and expenses associated with litigation including but not limited to the current 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 document 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 that the Company’s current and anticipated 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 Bluegreen (through Woodbridge) and the BBX Sweet Holdings acquisitions of Hoffman’s, Williams & Bennett, Jer’s Chocolates, Helen Grace Chocolates, Anastasia Confections, Kencraft and the acquisition of Renin Corp. 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, the risk that our joint venture partners may not fulfill their obligations, and the risk that the projects will not be developed as anticipated or be profitable, and the pending contracts to sell real estate entered into by the Company or a joint venture may not be completed on the terms provided in the contract, or at all.  The Company’s investment in Woodbridge, which owns Bluegreen Corporation, exposes the Company to the risks of Bluegreen’s business and its ability to pay dividends to Woodbridge and risks inherent in the time-share industry, which risks are identified in BFC’s Annual Report on Form 10-K filed on March 16, 2015 with the SEC and available on the SEC’s website www.sec.gov.  BBX Sweet Holdings acquisitions and the Company’s acquisition of Renin Corp. exposes us to the risks of their respective businesses, which includes the amount and terms of indebtedness associated with the acquisitions which may impact our financial condition and results of operations and limit our activities; the failure of the companies to meet financial covenants and that BBX Capital may be required to make further capital contributions or advances to the acquired companies; as well as the risk that the integration of these operating businesses may not be completed effectively or on a timely basis, and that the Company may not realize any anticipated benefits or profits from the transactions. Further, Renin’s operations expose us to foreign currency exchange risk of the U.S. dollar compared to the Canadian dollar and Great Britain Pound. Past performance and perceived trends may not be indicative of future results.  In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in reports filed by the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 The Company cautions that the foregoing factors are not exclusive. 

Critical Accounting Policies

Management views critical accounting policies as accounting policies that are important to the understanding of our financial statements and also involve estimates and judgments about inherently uncertain matters. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated statements of financial condition and assumptions that affect the recognition of income and expenses on the Consolidated Statements of Operations

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

for the periods presented. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in subsequent periods relate to the determination of the allowance for loan losses, including the valuation of collateral dependent loans, the valuation of loans held-for-sale, the impairment of long-lived assets including real estate held-for-sale and held-for-investment, the determination of lower of cost or market for inventories, the valuation of assets acquired and liabilities assumed in the acquisition of a business, the amount of the deferred tax asset valuation allowance, accounting for uncertain tax positions and accounting for contingencies. The three accounting policies that we have identified as critical accounting policies are allowance for loan losses, inventory lower of cost or market determinations and impairment of long-lived assets. For a more detailed discussion of these critical accounting policies see “Critical Accounting Policies” appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

BBX Capital’s Business Strategy

Since the sale of BankAtlantic in July 2012, we have been repositioning our business, monetizing our legacy portfolios of loans and real estate, and pursuing our goal of transitioning into a growth business by focusing on real estate opportunities and acquiring operating businesses. 

The majority of our assets do not generate income on a regular or predictable basis. Recognizing the nature of our assets, our goal is to build long-term value.  We do not expect to generate significant revenue from the legacy BankAtlantic assets until the assets are monetized through repayments or transactions involving the sale, joint venture or development of the underlying real estate. BBX Capital is currently utilizing the cash flow from the monetization of its assets and dividends from Woodbridge to pay operating expenses and to invest in income producing real estate, real estate developments, real estate joint ventures and operating businesses. While there is no assurance it will be successful, BBX Capital is seeking to balance its cash needs and the timing of monetizing its existing assets with new investments to maximize its returns. In some cases, this may involve immediate sale and in other cases a longer term hold or development (either directly or through a joint venture).  We may also consider subsidiary or asset dispositions with respect to our investments in operating businesses, including Renin and Sweet Holdings, and we may in connection with our investment with BFC in Woodbridge pursue transactions involving Bluegreen, either directly or indirectly through a transaction involving Woodbridge, to monetize all or a portion of our investment in Woodbridge.  These may include pursuing a future sale or spin-off of a company or other transactions involving public or private issuances of a company’s debt or equity securities which might result in the ownership of less than 100% of the company.  The Company is also engaged in land entitlement activities on certain properties that we acquired through foreclosure and anticipate moving forward with land development projects which may include selling or leasing the improved properties to third parties or pursuing joint ventures with developers for the development of residential and commercial real estate projects involving the contribution of these properties by us as well as potential cash investments in such projects.  We are also pursuing potential investments in joint venture real estate projects that include real estate held by a joint venture partner or to be acquired from unrelated parties.  Furthermore, as a result of the substantial decline in real estate values during the recession, the majority of our non-performing commercial real estate loans and foreclosed real estate were written down in prior periods to the then prevailing estimated fair values of the collateral less costs to sell.  We are observing continued improvements generally in real estate markets and believe that the prior estimated fair values of the underlying collateral securing certain of our commercial real estate loans and our real estate carrying values may be below current market values.  Additionally, this recovery in the real estate market has favorably affected the financial condition of our borrowers and we are aggressively pursuing our borrowers and/or guarantors in order to maximize our recoveries through cash settlements, loan workout arrangements or participation interests in the development or performance of the collateral.  If we are successful in our efforts, we expect to recognize gains to the extent that the amounts we collect exceed the carrying value of our commercial loans and foreclosed real estate and expect these gains to be reflected in an increase in our shareholders’ equity in the long term.  Due to the nature of these activities however, we do not expect to generate revenues or earnings on a predictable or consistent basis.  Accordingly, we expect our results of operations to vary significantly on a quarterly basis and we may experience losses in future periods.  

Consolidated Results of Operations

The Company reports its consolidated results of operations in four reportable segments, BBX, FAR, Renin and Sweet Holdings. 

BBX Reportable Segment -The BBX reportable segment consists of the activities associated with managing its commercial loan portfolio, real estate properties, and portfolio of charged off loans as well as its investment in Woodbridge and investments in real estate joint ventures. 

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FAR Reportable Segment - The FAR reportable segment consists of the activities associated with overseeing the management and monetization of FAR’s assets with a view to the repayment of BB&T’s preferred membership interest and maximizing the cash flows of any remaining assets.

Renin Reportable Segment-consists of the activities of Renin Holdings, LLC and its subsidiaries (“Renin”).  Renin manufactures interior closet doors, wall décor, hardware and fabricated glass products and its distribution channels include big box and independent home improvement retailers, builders, other manufacturers and specialty retail outlets primarily in North America.  Renin is headquartered in Brampton, Ontario and has two manufacturing, assembly and distribution facilities located in Brampton, Ontario and Tupelo, Mississippi and a sales and distribution office in the United Kingdom. 

Sweet Holdings Reportable Segment - The Sweet Holdings reportable segment consists of the activities of Hoffman’s and Williams & Bennett for three months ended March 31, 2014, and the activities of Hoffman’s, Williams & Bennett, Jer’s, Helen Grace and Anastasia for the three months ended March 31, 2015. 

Net income (loss) before provision for income taxes from each of the Company’s reportable segments was as follows (in thousands):

		For the Three Months Ended March 31,
		2015	2014	Change
BBX	$	755	1,881	(1,126)
FAR		1,489	(355)	1,844
Renin		(827)	(352)	(475)
BBX Sweet Holdings		(537)	117	(654)
Income before provision
for income taxes		880	1,291	(411)
Provision for income taxes		3	-	3
Net income	$	877	1,291	(414)

Summary Results of Operations – BBX Reportable Segment

The decline in the BBX segment’s income before provision for income taxes during the 2015first quarter compared to the same 2014 quarter was primarily the result of higher professional fees and share based compensation costs partially offset by increased recoveries from loan losses. 

Professional fees were $3.0 million for the three months ended March 31, 2015 compared to $0.3 million during the same 2014 period.  Included in professional fees during the three months ended March 31, 2015 were $0.8 million, $0.4 million and $0.9 million of expenses associated with the SEC civil action, the recently completed tender offer by BFC for the Company’s Class A common stock and accounting fees compared to $0.1 million, $0 and $0.3 million of such expenses during the same 2014 period, respectively.  Additionally, during the three months ended March 31, 2014, BBX received insurance reimbursements of $1.0 million associated with the SEC civil action.  BBX did not receive any insurance reimbursements during the three months ended March 31, 2015 and as discussed above and in Note 13 to the Company’s financial statements, we do not expect to receive any further insurance reimbursements with respect to the SEC action unless and until the coverage issue with our carrier is resolved in our favor.

Share-based compensation was $1.2 million for the three months ended March 31, 2015 compared to $0.9 million during the same 2014 period.  The higher share-based compensation during 2015 resulted from the issuance of restricted stock units to executive officers in October 2014.

Recoveries from loan losses were $3.2 million during the three months ended March 31, 2015 compared to $1.0 million during the same 2014 period. The higher recoveries from loan losses during 2015 resulted primarily from the charged off residential loan portfolio and secondarily from charged off commercial loans.  Recoveries from loan losses during the three months ended March 31, 2014 reflected $1.1 million of property tax refunds on a charged off commercial

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land loan and $0.7 million of recoveries from BBX’s portfolio of charged-off loans partially offset by a $1.0 million provision for a commercial non-real estate loan.

Summary Results of Operations – FAR Reportable Segment

The improvement in the FAR segment’s income before provision for income taxes during the 2015first quarter compared to the same 2014 quarter was primarily the result of lower asset impairments and selling, general and administrative expenses partially offset by a decline in revenues. 

Impairments during the three months ended March 31, 2015 consisted of net recoveries of $1.1 million compared to net impairments of $1.2 million during the same 2014 period.  The 2015 net recoveries resulted primarily from $1.0 million of recoveries upon foreclosure and $0.4 million of net reduction in loans held for sale valuation allowances partially offset by $0.3 million of write-downs on two real estate properties.  The 2014 net impairments reflects a $2.2 million valuation allowance on a student housing facility acquired through foreclosure partially offset by $0.6 million of recoveries on residential loan repayments and $0.5 million reduction in loans held for sale valuation allowances.

Selling, general and administrative expenses during the three months ended March 31, 2015 were $0.9 million compared to $1.5 million during the same 2014 period.  The reduction in selling, general and administrative expenses resulted primarily from lower asset servicing costs which declined from $0.7 million during the three months ended March 31, 2014 to $0.2 million during the same 2014 period.  The significant decline in asset servicing costs reflects lower asset balances due to loan repayments and sales and real estate liquidations as well as the transferring of servicing of FAR’s commercial loans and real estate from a third party servicer to CAM and the  renegotiation of servicing contracts at lower rates. 

Total revenues during the three months ended March 31, 2015 were $1.4 million compared to $3.3 million during the same 2014 period.  The decline in total revenues resulted primarily from $1.1 million of lower interest income and $0.6 million of decreased other revenues associated with foreclosed loans.  The lower interest income during 2015 reflects lower non-accruing loan liquidations as well as declining accruing loan balances resulting primarily from loan payoffs and sales.

Summary Results of Operations – Renin Reportable Segment

The decline in the Renin segment’s income before provision for income taxes resulted primarily from $0.2 million of higher foreign currency exchange losses and a $0.4 million increase in selling, general and administrative expenses for the three months ended March 31, 2015 compared to the same 2014 period.  The loss on foreign currency exchange resulted from the devaluation of the Canadian dollar compared to the U.S. dollar.  The increase in selling, general and administrative expenses reflects increased salaries and recruitment fees associated with the hiring of additional sales representatives and advertising expenditures for sales initiatives. 

Summary Results of Operations – Sweet Holdings Reportable Segment

Revenues of the Sweet Holdings reportable segment are highly seasonal with approximately 40% of total revenues expected to be earned in the fourth quarter. It is anticipated that the financial results of the Sweet Holdings reportable segment will vary significantly on a quarterly basis.

The decline in the Sweet Holdings segment’s income before provision for income taxes resulted primarily from higher selling, general and administrative expenses for the three month ended March 31, 2015 compared to the same 2014 period.  Selling, general and administrative expenses were 45% of trade sales during the three months ended March 31, 2015 compared to 33% of trade sales for the same 2014 period.  The higher selling, general and administrative expenses reflects increased compensation expense and consulting fees associated with the establishment of internal policies and procedures at the acquired companies as well as the costs associated with the recruitment of industry professionals for management positions and the costs of operating additional Hoffman’s retail stores.

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BBX Reportable Segment

The BBX reportable segment had investments in the following real estate joint ventures as of March 31, 2015 and December 31, 2014 (in thousands):

		March 31,	December 31,
		2015	2014
Altis at Kendall Square, LLC	$	1,230	1,264
Altis at Lakeline - Austin Investors, LLC		5,000	5,000
New Urban/BBX Development, LLC		968	996
Sunrise and Bayview Partners, LLC		1,676	1,723
Hialeah Communities, LLC		4,988	5,091
PGA Design Center Holdings, LLC		1,945	1,991
Investments in unconsolidated real estate joint ventures	$	15,807	16,065
Investment in consolidated joint venture JRG/BBX Development, LLC	$	1,043	964

Kendall Commons (Altis at Kendall Square, LLC)

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 first five buildings have been completed with the balance of the buildings expected to be completed in 2015.  After all members (including the Company) receive a preferred return of 10% and all contributed capital is returned, the Company is entitled to receive 13% of venture distributions until a 15% internal rate of return has been attained and thereafter the Company will be entitled to receive 9.75% of any venture distributions.

Altis at Lakeline – Austin Investor, LLC

In December 2014, the Company invested $5.0 million in a planned multi-family development – Altis at Lakeline – being developed by Altman.  Located on an approximate 23 acre parcel in the northwest area of Austin, Texas, Altis at Lakeline is planned for 19, two and three story, residential apartment buildings with 354 apartment units, 38 enclosed garages, and a clubhouse.  Altis at Lakeline, a gated community, is planned to feature a mix of studio, one, two and three bedroom apartment homes and a private resort style 5,500 square foot clubhouse.  Other planned amenities include a pool and spa, an outdoor activities pavilion with a sports bar and full demonstration kitchen, a full circuit fitness center, and kids’ play and study area.  After all investors receive a preferred return of 9% and all contributed capital is returned, the Company will then be entitled to receive 26.3% of any venture distributions until an 18% internal rate of return has been attained and thereafter the Company will be entitled to receive 18.8% of any venture distributions.

Village at Victoria Park (New Urban/BBX Development, LLC)

Village at Victoria Park consists of approximately 2 acres of land previously owned by the Company located near downtown Fort Lauderdale, Florida that is being developed as 30 single-family homes.In December 2013, the Company entered into a joint venture agreement with New Urban Communities to develop the project.  The project is a 50%-50% joint venture, with New Urban Communities serving as the developer and manager.  In April 2014, the joint venture entered into an acquisition, development and construction loan with a financial institution and the Company and New Urban Communities each contributed an additional $692,000 to the joint venture as a capital contribution. The joint venture purchased the vacant land from the Company for $3.6 million consisting of $1.8 million in cash (less $0.2 million in selling expenses) and a $1.6 million promissory note.  The $1.6 million promissory note is secured by a junior lien on the vacant land and future improvements and is subordinated to the acquisition, development and construction loan. The project commenced construction and sales during the third quarter of 2014.  Closings are projected to begin during the fourth quarter of 2015.

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

Bayview (Sunrise and Bayview Partners, LLC)

In June 2014, the Company entered into a joint venture agreement with an affiliate of Procacci Development Corporation (“PDC”) and the Company and PDC each contributed $1.8 million to the joint venture.  The joint venture acquired for $8.0 million approximately three acres of real estate located at Bayview Drive and Sunrise Boulevard in Fort Lauderdale, Florida.  The new joint venture entity, Sunrise and Bayview Partners, LLC, is a 50% - 50% joint venture, with the PDC affiliate serving as the managing member.  The property is currently improved with an approximate 84,000 square foot office building along with a convenience store and gas station, and located minutes from the Fort Lauderdale beaches and directly across from the Galleria at Ft. Lauderdale.  The office building has low occupancy with short term leases.  The convenience store’s lease ends in March 2017 with a five year extension option.  We anticipate the property will be redeveloped into a mixed-use project at some point in the future.

Hialeah Communities, LLC (Bonterra – CC Homes)

During the third quarter of 2014, the Company entered into a joint venture agreement with CC Homes- a Codina-Carr Company, to develop homes 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 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, the Company received its joint venture interest and $2.2 million of cash.  Anticipated project profits resulting from the joint venture will be distributed to CC Homes and the Company on a 55% and 45% basis, respectively.  Any necessary additional capital for the joint venture is required to be contributed by CC Homes and the Company on a 43% and 57% basis, respectively. In September 2014, the joint venture acquired nine acres of land and the Company acquired four acres of land adjacent to the property from unrelated third parties. The project is in the final stages of planning and subject to receipt of government approvals. Construction is anticipated to commence in the second half of 2015.  In March 2015, the joint venture refinanced the $8.3 million mortgage loan with proceeds from a $31.0 million acquisition and development loan.  The Company is a guarantor of 26.3% of the $31.0 million joint venture acquisition and development loan. (The Bonterra - CC Homes joint venture development is part of the master-planned community project, Bonterra Communities, discussed below.)

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 primarily 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.  In January 2014, the Company transferred the retained residential development entitlements to adjacent parcels owned by it in PGA Place (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 use and then sell or lease the property.  In May 2014, the joint venture entered into a contract to sell an 80,000 square foot building and in April 2015 the joint venture entered into a contract to sell a 20,000 square foot building.  Both contracts are subject to receiving the necessary entitlements and the potential purchasers’ due diligence.

North Flagler(JRG/BBX Development, LLC)

In October 2013, the Company entered into a joint venture with JRG USA pursuant to which JRG USA assigned to the joint venture a contract to purchase for $10.8 million a 4.5 acre parcel overlooking the Intracoastal Waterway in West Palm Beach, Florida and the Company invested $0.5 million of cash.  During 2015, the zoning district surrounding this property was changed to permit up to 15 stories in building height from 4 stories in building height.  The Company believes this change in the height restrictions will significantly increase the value of the joint venture’s 4.5 acre parcel based on the expectation that the City of West Palm Beach will allow the same increased building height on the joint venture’s 4.5 acre parcel.  The Company is entitled to receive 80% of any joint venture distributions until it recovers its capital investment and thereafter will be entitled to receive 70% of any joint venture distributions.  

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The Company also owns a 2.7 acre parcel located adjacent to the 4.5 acre parcel which is the subject of the contract held by the North Flagler joint venture with JRG USA.  The 2.7 acre parcel was acquired by the Company through foreclosure and had a carrying value of $3.2 million as of March 31, 2015.  We believe that the fair value of this parcel increased as a result of the municipality’s approval of the zoning changes referenced in the preceding paragraph which apply to this parcel.

In April 2015, the joint venture entered into a contract to sell the 4.5 acre parcel to a third party developer for $20 million and the Company entered into a contract to sell the 2.7 acre parcel to the same developer for $11.0 million.  The joint venture will either assign its $10.8 million contract to purchase the 4.5 acre parcel to the buyer or acquire the parcel immediately prior to closing the sale with the buyer.  The closing of each of these sales is contingent upon the expiration of a feasibility period and other conditions, including the buyer’s due diligence, and there is no assurance that these sales will close under the terms of the respective contracts, or at all.  Additionally, under the terms of the sales contracts, the buyer is required to purchase both properties, and may not complete the purchase of one parcel without completing the purchase of the other.

We are currently engaged through the BBX reportable segment in entitlement and planning activities with respect to the development of the following properties that were obtained through foreclosure.

Gardens at Millenia

Gardens at Millenia consists of approximately 86 acres of land, including a 47 acre lake, located near the Mall at Millenia in a commercial center in Orlando, Florida with a carrying value of $16.5 million as of March 31, 2015.  The Company completed permitting and is currently developing the property to reclaim approximately 15 acres of the lake as additional developable property for a total of 54 developable acres.  The proposed plans for the 54 developable acres include a 460,000 square foot retail shopping center with multiple big-box and in-line tenants as well as two outparcel retail pads.  An agreement to sell a portion of the land to a big-box retailer was entered into but remains subject to the buyer’s due diligence.  The Company is in discussions with a potential retail joint venture partner to develop approximately 13.4 acres of the site.  Current plans for approximately 11.8 acres of this site include nine rental apartment buildings totaling approximately 292 units, a clubhouse, lakeside pavilion, lakeside running trail, and a dog park. The Company is negotiating with a potential joint venture partner to develop the 11.8 acre parcel.

Bonterra Communities – (formerly Hialeah Communities)

Bonterra Communities is a proposed master-planned community anticipated to be built on an approximate 128 acres of land, including a 59 acre parcel owned by the Bonterra – CC 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 required governmental approvals.  It is anticipated that the community will be divided into three parcels, which are anticipated to include: 

1. As discussed in the Bonterra - CC Homes joint venture paragraph above, an approximate 59 acre parcel to be developed with approximately 394 single-family homes by a joint venture between the Company and CC Homes.

2. An approximate 14 acre parcel owned by the Company with a carrying value of $5.3 million as of December 31, 2014, to be developed with approximately 314 rental apartment units.  The Company is currently seeking required entitlements and plans to partner with a third party developer to develop this parcel.

3. An approximate 55 acre parcel owned by the Company with a carrying value of $17.1 million as of December  31, 2014, 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.

PGA Place

The Company owns land located in the newly named PGA Place, in the city of Palm Beach Gardens, Florida, with carrying values aggregating $8.3 million as of March 31, 2015.  The property held by the PGA Design Center Holdings joint venture described above is adjacent to this property. We believe this property presents a variety of development opportunities, some of which are currently in the planning stages and remain subject to receipt of government approvals.   The Company is currently seeking governmental approvals for a 126 room limited-service suite hotel, a 5,000 square foot

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freestanding restaurant and approximately 180,000 square feet of office buildings on vacant tracts of land.  We anticipate partnering with one or more third party developers to develop all or a portion of these components of the project. 

BBX Reportable Segment Results of Operations

The following table is a condensed income statement summarizing the results of operations of the BBX reportable segment for the three months ended March 31, 2015 and 2014 (in thousands):

		For the Three Months
		Ended March 31,
		2015	2014	Change
Interest income	$	287	172	115
Net gains (losses) on sales of assets		115	(64)	179
Income from real estate operations		276	777	(501)
Other revenues		194	131	63
Total revenues		872	1,016	(144)
Interest expense		(97)	261	(358)
Real estate operating expenses		468	746	(278)
Selling, general and administrative expenses		8,405	5,267	3,138
Total costs and expenses		8,776	6,274	2,502
Equity earnings in Woodbridge		5,803	6,222	(419)
Equity earnings in unconsolidated joint ventures		(304)	(6)	(298)
Recoveries from loan losses		3,198	1,004	2,194
Asset impairments		(38)	(81)	43
Income before  income taxes		755	1,881	(1,126)
Provision for income taxes		3	-	3
BBX segment income	$	752	1,881	(1,129)

Total Revenues

Interest income during the three months ended March 31, 2015 and 2014 was mainly interest income recognized on a cash basis from non-accrual loans as well as $44,000 of interest income recognized on advances to Sweet Holdings.  The interest income from Sweet Holdings was eliminated in consolidation.

During the three months ended March 31, 2015, real estate property was sold for a $26,000 gain and two charged off loans were sold for an $89,000 gain.  During the three months ended March 31, 2014, a real estate property was sold for a $64,000 loss.

The lower income and expenses from real estate operations resulted primarily from sales of one rental property and one operating property during the fourth quarter of 2014.

Other revenues during the three months ended March 31, 2015 and 2014 consisted primarily of office facilities revenues from BFC and Sweet Holdings management fees.  The management fees of $91,000 and $45,000 for the three months ended March 31, 2015 and 2014 were eliminated in consolidation.  

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

Total Costs and Expenses

Interest expense for the three months ended March 31, 2015 consisted of $147,000 of interest expense recognized on the Woodbridge promissory note offset by $244,000 of capitalized interest associated with real estate development and joint venture activities.  Interest expense for the three months ended March 31, 2014 consisted of $147,000 of interest expense on the Woodbridge promissory note and $114,000 of interest expense recognized on the Florida Community Bank mortgage that was assumed by the Hialeah Communities joint venture in June 2014.

The $3.1 million increase in selling, general and administrative expenses during the three months ended March 31, 2015 compared to the same 2014 period resulted primarily from a $2.6 million increase in professional fees and a $0.4 million increase in compensation expense.  The higher professional fees were primarily associated with the SEC civil action, BBX actions in connection with BFC’s tender offer and increased audit and tax service fees. The increase in compensation expense resulted mainly from higher share-based compensation in connection with the issuance of restricted stock units to executive officers in October 2014. 

Recoveries from loan losses

Recoveries from loan losses during the three months ended March 31, 2015 resulted primarily from recoveries from the charged off loan portfolio.  Recoveries from loan losses during the three months ended March 31, 2014 included $1.1 million of property tax refunds on a foreclosed commercial land loan and $0.7 million of recoveries from the charged-off loan portfolio partially offset by a $1.0 million provision for a commercial non-real estate loan. 

Asset Impairments

Asset impairments during the three months ended March 31, 2015 and 2014 reflected 38,000 and $80,000, respectively, of valuation allowance adjustments on foreclosed real estate property resulting from updated valuations.  

Equity Earnings in Woodbridge

Equity earnings in Woodbridge during the three months ended March 31, 2015 and 2014 resulted primarily from  the operations of Bluegreen.

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

In addition to Bluegreen’s traditional vacation ownership operations, Bluegreen has in recent years pursued a business strategy, referred to as a “capital light” business strategy, involving activities that generally do not require the significant costs and capital investments generally incurred in connection with the acquisition and development of VOIs and Bluegreen’s traditional, or legacy, vacation ownership business.  Bluegreen’s results for the three months ended March 31, 2015 reflect Bluegreen’s continued focus on its capital-light business.  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’s goal is for its capital-light business activities to become an increasing portion of its business over time; however, these efforts may not be successful. 

Bluegreen’s net income was $16.0 million for the three months ended March 31, 2015 compared to $17.2 million during the comparable 2014 period.  The lower Bluegreen 2015 net income resulted primarily from higher selling and marketing expenses.  The increase in Bluegreen’s selling and marketing expenses during first quarter of 2015 compared to the first quarter of 2014 was a result of Bluegreen’s focus on attempting to increase its marketing efforts to new prospects as opposed to existing owners, which results in higher costs in connection with expanding marketing channels.  Sales to existing owners generally involve lower marketing expenses than sales to new prospects; however, a new program which

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

contributed to owner sales has a slightly higher cost per tour as compared to historical owner sales tours.  Bluegreen expects to continue to increase its focus on sales to new prospects as well as the new program for owner sales and, as a result, sales and marketing expenses may continue to increase.

FAR Reportable Segment

FARReportable Segment Results of Operations

The following table is a condensed income statement summarizing the results of operations of the FARreportable segment (“FAR”) for the three months ended March 31, 2015 and 2014 (in thousands):

		For the Three Months
		Ended March 31,
		2015	2014	Change
Interest income	$	578	1,664	(1,086)
Net (losses) gains on sales of assets		(113)	15	(128)
Income from real estate operations		650	716	(66)
Other revenues		325	915	(590)
Total revenues		1,440	3,310	(1,870)
BB&T's priority return in FAR distributions		57	348	(291)
Real estate operating expenses		712	807	(95)
Selling, general and administrative expenses		906	1,516	(610)
Total costs and expenses		1,675	2,671	(996)
Recoveries from loan losses		623	244	379
Asset recoveries (impairments)		1,101	(1,238)	2,339
Income (loss) before income taxes		1,489	(355)	1,844
Provision for income taxes		-	-	-
Net income (loss)	$	1,489	(355)	1,844

Total Revenues

The decline in interest income for the three months ended March 31, 2015 compared to the same 2014 period reflects lower non-accruing loan liquidations during the 2015 period as well as declining accruing loan balances resulting primarily from loan payoffs and sales. 

The losses on the sales of assets for the three months ended March 31, 2015 resulted from the sale of residential properties for a net loss of $82,000 and the sale of commercial land for a $84,000 loss.  These losses were partially offset by the sale of a commercial rental property for a $53,000 gain.  The gains on the sales of assets for the three months ended March 31, 2014 were primarily from sales of residential properties.

The lower income from real estate operations resulted primarily from sales of three rental properties during the year ended December 31, 2014 partially offset by the rental income from a student housing facility that FAR took possession of in January 2014.

During each of the three month periods ending March 31, 2015 and 2014, FAR recognized $0.3 million of other revenues from a public storage operating facility.  Also included in other revenues during the three ended March 2014, was  $0.6 million of income associated witha foreclosed loan where the fair value of the real estate acquired through foreclosure was in excess of the contractual principal amount of the loan.  

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Total Cost and Expenses

The reduction in BB&T’s priority return in FAR distributions resulted from a lower preferred membership interest preference amount outstanding during the 2015 quarter compared to the same 2014 quarter.  The preferred membership interest preference amount was paid down from $68.5 million as of December 31, 2013 to $6.1 million as of March 31, 2015. 

The decline in selling, general and administrative expenses during the three months ended March 31, 2015 compared to the same 2014 period reflects lower asset servicing costs  and foreclosure expenses associated with a significant decrease in the number of loans and real estate in FAR’s serviced asset portfolio.  FAR had $130.7 million of loans and real estate serviced by third parties as of December 31, 2013 compared to $40.0 million as of March 31, 2015.    Foreclosure expenses declined by $0.1 million for the three months ended March 31, 2015 compared to the same 2014 period.  Foreclosure expenses consisted primarily of real estate taxes on delinquent collateral dependent loans in foreclosure. The decline in foreclosure expense resulted primarily from the declining size of the loan portfolio.

Recoveries from loan losses

The recoveries from loan losses during the three months ended March 31, 2015 reflects $0.6 million of recoveries from nonaccrual and charged off loans.  The recoveries for loan losses during the three months ended March 31, 2014 reflect $0.1 million of recoveries associated with nonaccrual and charged off loans as well as a $0.2 million reduction in the allowance for loan losses primarily associated with loan payoffs. 

Asset Recoveries and Impairments

Asset recoveries for the three months ended March 31, 2015 resulted primarily from $1.0 million of recoveries upon foreclosures and $0.4 million of a  net reduction in loans held for sale valuation allowances.  The foreclosure recoveries reflect that the fair value of the properties less costs to sell was higher than the recorded investment of the foreclosed loans as real estate values appreciated subsequent to the charging down of the loans. The $1.4 million of asset recoveries were partially offset by $0.3 million of real estate impairments due to updated valuations and reductions of listing prices.

Asset impairments during the three months ended March 31, 2014 reflect a $2.2 million valuation allowance adjustment on a student housing facility acquired through foreclosure partially offset by $0.6 million of recoveries from short sales and payoffs of residential loans and a $0.5 million reduction in loans held-for-sale valuation allowances associated with updated valuations. 

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

ReninReportable Segment Results of Operations 

The following table is a condensed income statement summarizing the results of operations of the Renin reportable segment for the threemonths ended March  31, 2015 and 2014:

		For the Three Months Ended March 31,
($ in thousands)		2015	2014	Change
Trade sales	$	13,524	13,826	(302)
Cost of goods sold		(10,171)	(10,445)	274
Gross margin		3,353	3,381	(28)
Interest expense		73	216	(143)
Selling, general and administrative expenses		3,638	3,210	428
Loss on foreign currency exchange		469	307	162
Total costs and expenses		4,180	3,733	447
Loss before income taxes		(827)	(352)	(475)
Provision for income taxes		-	-	-
Net loss	$	(827)	(352)	(475)
Gross margin percentage	%	24.79	24.45	0.34
SG&A as a percent of trade sales	%	26.90	23.22	3.68

Renin’s interest expense for the three months ended March 31, 2014 was associated with the Bluegreen notes payable.  Renin refinanced the Bluegreen notes payable with a financial institution in June 2014 under a facility with lower interest rates and outstanding balances.  The decline in average notes payable balances resulted from the Company and BFC contributing $2.0 million and $0.5 million of capital, respectively, to repay a portion of the Bluegreen notes payable in connection with the refinancing transaction.

The higher selling, general and administrative expenses as a percentage of trade sales resulted primarily from increased salaries and recruitment fees associated with the hiring of additional sales representatives and advertising expenditures for sales initiatives.   

The loss on foreign currency exchange resulted primarily from the de-valuation of the Canadian dollar compared to the U.S. dollar during the three months ended March 31, 2015 and 2014.  The Canadian dollar to U.S. dollar exchange rate declined from 86.20 as of December 31, 2014 to 78.99 as of March 31, 2015.  The Canadian dollar to U.S. dollar exchange rate declined from 94.02 as of December 31, 2013 to 90.46 as of March 31, 2014.  

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Sweet Holdings Results of Operations 

The following table is a condensed income statement summarizing the results of operations of the Sweet Holdingsreportable segment for the threemonths ended March  31, 2015 and 2014 (in thousands):

		For the Three Months Ended March 31,
		2015	2014	Change
Trade sales	$	6,011	2,729	3,282
Cost of goods sold		(3,664)	(1,656)	(2,008)
Gross margin		2,347	1,073	1,274
Interest expense		207	62	145
Selling, general and administrative expenses		2,677	894	1,783
Total costs and expenses		2,884	956	1,928
(Loss) income before income taxes		(537)	117	(654)
Benefit for income taxes		-	-	-
Net (loss) income	$	(537)	117	(654)
Gross margin percentage	%	39.05	39.32	(0.27)
SG&A as a percent of trade sales	%	44.54	32.76	11.78

The Sweet Holdings results of operations consisted of the activities of Hoffman’s, Williams & Bennett, Helen Grace Chocolates, LLC, Jer’s Chocolates and Anastasia Confections, Inc. for the three months ended March 31, 2015.  The Sweet Holdings results of operations consisted of the activities of Hoffman’s and Williams & Bennett for the three months ended March 31, 2014. Jer’s Chocolate was acquired on July 1, 2014, Helen Grace was acquired on July 21, 2014 and Anastasia was acquired on October 1, 2014.

Interest expense for the three months ended March 31, 2015 included $162,000 of interest expense associated with the Centennial Bank note and acquisition promissory notes as well as holdback obligations associated with the Sweet Holdings’ acquisitions. Also included in interest expense was $44,000 of interest expense on BBX Capital advances to Sweet Holdings.  The interest expense on BBX Capital advances to Sweet Holdings was eliminated in consolidation. The interest expense for the three months ended March 31, 2014 represents interest expense of $19,000 on holdback obligations and $43,000 of interest expense on BBX Capital advances to Sweet Holdings.

The higher selling, general and administrative expenses as a percent of sales for the three months ended March 31, 2015 compared to the same 2014 period reflects increased compensation expense and consulting fees associated with the establishment of internal policies and procedures at the acquired companies as well as the costs associated with the recruitment of industry professionals for management positions and the costs of operating additional Hoffman’s retail stores.  

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BBX Capital Consolidated Financial Condition

The Company’s total assets as of March 31, 2015 were $385.5 million compared to $392.9 million as of December 31, 2014.  The decline in total assets reflects the utilization of cash proceeds from loan repayments and real estate sales to repay BB&T’s preferred interest in FAR. The changes in the components of total assets from December 31, 2014 to March 31, 2015 are summarized below:

· Decrease in cash resulting primarily from $7.0 million of land development costs, $6.2 million of payments of BB&T’s preferred interest in FAR, $1.3 million of notes payable payments, $2.6 million increase in restricted cash primarily for development activities and operating expenses, partially offset by $6.7 million of loan repayments and recoveries and $2.9 million of proceeds from the sales of real estate. 

· Lower loans receivable and loans held-for-sale balances due to loan repayments and $2.2 million of loans transferring through foreclosure to real estate held-for-sale,  

· Decrease in trade receivables due to lower trade sales volume during the first quarter of 2015 compared to the fourth quarter of 2014,

· Increase in real estate held-for-investment primarily from development activities,      

· Decrease in real estate held-for-sale primarily from $3.0 million of real estate sales and $1.0 million of properties transferred to real estate held-for-investment,partially offset by $2.2 million of real estate acquired through foreclosure,

· Decrease in investment in real estate joint ventures reflecting $0.3 million of equity losses for the three months ended March 31, 2015 partially offset by $68,000 of capitalized interest expense associated with equity method investment properties under development,

· Higher equity investment in Woodbridge reflecting $5.8 million of equity earnings, and

· Increase in other assets associated with a $1.3 million refundable deposit associated with development activities.

The Company's total liabilities at March  31, 2015 were $72.0 million compared to $81.7 million at December 31, 2014.  The changes in the components of total liabilities from December 31, 2014 to March  31, 2015 are summarized below:

· Decrease in BB&T’s preferred interest in FAR reflecting distributions of proceeds from the monetization of FAR’s assets, 

· Decrease in notes payable reflecting notes payable scheduled principal repayments partially offset by discount amortization and

· Decrease in other liabilities due primarily to the payment of annual bonuses during the three months ended March 31, 2015 and lower accounts and accrued expense balances.

Liquidity and Capital Resources 

The Company’s current assets at March 31, 2015 consisted of cash, inventory and trade receivables aggregating $47.7 million. This does not include $2.6 million and $18.0 million of current assets held in FAR and Renin, respectively.  The Company had $23.3 million of current liabilities as of March 31, 2015.  This does not include $0.5 million and $9.1 million of current liabilities of FAR and Renin, respectively.  The Company’s principal sources of liquidity are its cash holdings, funds obtained from scheduled payments on loans, loan recoveries, sales of its loans, loan payoffs, sales of real estate held-for-sale, income from income producing real estate, revenues from BBX Sweet Holdings acquisitions and distributions received from FAR and Woodbridge.

The Company expects that it will receive dividends from time to time from its 46% ownership interest in Woodbridge. Distributions must be declared by Woodbridge and approved in advance by both BFC and BBX Capital.  Dividends from Woodbridge will be dependent on and subject to Bluegreen’s results of operations, cash flows and business of Bluegreen, as well as restrictions contained in Bluegreen’s debt facilities and the outcome of pending legal proceedings against Bluegreen, including In Re:  Bluegreen Corp. Shareholder Litigation where the plaintiffs in a class action are seeking substantial damages against Bluegreen, Woodbridge and others in connection with the acquisition of Bluegreen’s previously publicly held shares by Woodbridge. Additionally, in March 2015, BFC borrowed $80 million from Bluegreen to finance the purchase of 4,771,221 shares of BBX Capital’s Class A common stock in BFC’s recently completed tender offer.  As a consequence, the Company may not receive dividends from Woodbridge consistent with prior periods or in the time frames or amounts anticipated, or at all.  The Company also expects to obtain funds in subsequent periods from cash flows on loans, real estate and other assets in CAM and BBX Partners, each of which is wholly-owned by BBX Capital, and in FAR, which

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

as of May 6, 2015 became wholly-owned by BBX Capital upon the repayment and redemption of BB&T’s preferred membership interest in FAR.  The Company also may seek to obtain funds through borrowings or the issuance of equity securities. The Company anticipates utilizing these funds for general corporate purposes, including selling, general and administrative expenses, loan servicing costs, real estate operating expenses, Renin and BBX Sweet Holdings operating expenses and, to the extent of available liquidity, to pursue its business strategy of investing, directly or through joint ventures in real estate (which may include acquisition and/or development) and in operating businesses.  BBX Sweet Holdings is actively pursuing other acquisitions in the candy and confections industry. Since its formation in 2012, the cash held in FAR and generated from its assets was used primarily to pay FAR’s operating expenses and to pay BB&T’s 95% preferred membership interest and the related priority return and was generally not available for distribution to BBX Capital beyond its 5% preferred membership.   As a result of the repayment and redemption of BB&T’s preferred membership interest in FAR on May 6, 2015, FAR is now wholly-owned by BBX Capital.

A significant source of the Company’s liquidity is the liquidation of loans and real estate, recoveries from the charged off loan portfolio, cash proceeds from the  contribution of properties to real estate joint ventures and dividends from Woodbridge.  During the three months ended March 31, 2015, the proceeds from loans and real estate were approximately $6.7 million and $2.9 million, respectively. In April 2015 the Company received $6.2 million of dividends from Woodbridge. There is no assurance that we will realize proceeds from these sources in future periods in similar amounts or on similar timeframes.

The Company’s real estate activities include hiring property managers to operate income producing properties, making protective expenditures (including the payment of property taxes) in an effort to maintain the value of properties and undertaking the zoning and entitlement, development or improvement of properties to position the properties for sale, or potential joint venture arrangements.

The Company’s Consolidated Contractual Obligations as of March 31, 2015 were (in thousands):

		Payments Due by Period
			Less than			After 5
Contractual Obligations		Total	1 year	1-3 years	4-5 years	years
BB&T's preferred interest in FAR	$	6,132	-	-	6,132	-
Operating lease obligation		18,974	2,730	5,408	4,931	5,905
Notes payable to related parties		11,750	-	-	11,750	-
Notes payable		17,435	2,919	4,600	8,279	1,637
Other obligations		430	120	240	70	-
Total contractual cash obligations	$	54,721	5,769	10,248	31,162	7,542

Notes payable as of March 31, 2015 consisted of a term loan and revolving credit advances issued by Renin with an aggregate balance of $7.7 million, $7.8 million of promissory notes and promissory notes representing holdback amounts issued by BBX Sweet Holdings in connection with its acquisitions, and a $1.6 million notes payable issued by a subsidiary of BBX Sweet Holdings. See Note 7, Notes Payable to the “Notes to Consolidated Financial Statements - Unaudited”, for a discussion of the notes payable terms and covenants. 

BBX Capital guarantees certain obligations of its wholly-owned subsidiaries and unconsolidated real estate joint ventures.  See Note 13 Commitments and Contingencies to the “Notes to Consolidated Financial Statements - Unaudited”, for a discussion of BBX Capital’s contingent obligations.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The discussion contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 under Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” provides quantitative and qualitative disclosures about the Company’s primary market risk, which is equity pricing risk associated with the real estate market.  

The Company’s market risk consists primarily of equity pricing risk and secondarily interest rate risk of real estate assets. The majority of the Company’s assets are real estate held-for-investment or held-for-sale and loans secured by real estate. The Company’s financial condition and earnings are significantly affected by changes in real estate values in the

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

markets where the real estate or real estate collateral is located and changes in interest rate which effects the affordability of real estate.  As a result, the Company is exposed to equity pricing and interest rate risk in the real estate market.

The Company is also subject to foreign currency exchange risk of the U.S. dollar compared to the Canadian dollar and Great Britain Pound as a result of the operations of Renin.  The assets, liabilities, revenue and expenses that are denominated in foreign currencies will be affected by changes in the exchange rates between the U.S. dollar and the Canadian dollar or Great Britain Pound.  As of March 31, 2015, the Company has not entered into any foreign exchange forward contracts as hedges against foreign currency exchange risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March  31, 2015 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2015 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.  Management has excluded Helen Grace Chocolates, LLC, Jers Chocolate, LLC and Anastasia Confections, Inc. from its review of the changes in internal control over financial reporting that occurred during the quarter ended March 31, 2015. We acquired these businesses during the third quarter and the fourth quarter of 2014 and our management has not conducted an assessment of the acquired businesses’ internal control over financial reporting.  The aggregate total revenues and total assets of Helen Grace Chocolates, LLC, Jer’s Chocolate, LLC and Anastasia Confections, Inc. represented 19% and 5%, respectively, of the related consolidated financial statement amounts as of and for the three months ended March 31, 2015.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings 

Securities and Exchange Commission Complaint

On January 18, 2012, the SEC brought an action in the United States District Court for the Southern District of Florida against BBX Capital and Alan B. Levan, BBX Capital’s Chairman and Chief Executive Officer, alleging that they violated securities laws by not timely disclosing known adverse trends in BBX Capital’s commercial real estate loans, selectively disclosing problem loans and engaging in improper accounting treatment of certain specific loans which may have resulted in a material understatement of its net loss in BBX Capital’s Annual Report on Form 10-K for the year ended December 31, 2007. Further, the complaint alleges that Mr. Alan B. Levan intentionally misled investors in related earnings calls. The Court denied summary judgment as to most issues, but granted the SEC’s motion for partial summary judgment that certain statements in one of Alan Levan’s answers on a July 25, 2007 investor conference call were false.

On December 15, 2014, after a six-week trial, the jury found in favor of BBX Capital and Alan B. Levan with respect to the disclosures made during an April 2007 earnings conference call and in BBX Capital’s quarterly reports on Form 10-Q for the 2007 first and second quarters, but found that they had engaged in an act of fraud or deceit toward shareholders or prospective investors by making materially false statements knowingly or with severe recklessness (1) with respect to three statements in the July 25, 2007 conference call referenced above, and (2) in their decision to sell certain loans in the fourth quarter of 2007 and failing to classify the loans as held-for sale in the 2007 Annual Report on Form 10-K. 

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

The jury also found that Mr. Levan made or caused to be made false statements to the independent accountants regarding the held for sale issue.

On January 12, 2015, BBX Capital and Alan B. Levan filed a motion for a new trial and a motion for judgment as a matter of law which were denied by the Court. The SEC has filed a motion for a final judgment: (i) permanently barring Alan B. Levan from serving as an officer or director of any SEC reporting company; (ii) imposing civil penalties of $5.2 million against BBX Capital and $1.56 million against Alan B. Levan; and (iii) permanently restraining BBX Capital and Alan B. Levan from violating securities laws.  On May 4, 2015, BBX Capital and Alan Levan filed a reply brief to the SEC’s motion for final judgment.  BBX Capital believes the claims to be without merit, continues to vigorously defend the action and intends to appeal any judgment entered to the Eleventh Circuit Court of Appeals.

On January 14, 2015, we received notice from our insurance carrier that, based upon its interpretation of the jury verdict in this action, the carrier does not believe it is obligated to advance further payments towards fees and costs incurred in connection with this action and that it reserves its right to obtain reimbursement of the amounts it previously advanced with respect to this action.  We have received legal fee and cost reimbursements from our insurance carrier in connection with this action of approximately $5.8 million.

New Jersey Tax Sales Certificates Antitrust Litigation

On December 21, 2012, plaintiffs filed an Amended Complaint in an existing purported class action filed in Federal District Court in New Jersey adding BBX Capital and Fidelity Tax, LLC, a wholly owned subsidiary of CAM, among others as defendants.  The class action complaint is brought on behalf of a class defined as “all persons who owned real property in the State of New Jersey and who had a Tax Certificate issued with respect to their property that was purchased by a Defendant during the Class Period at a public auction in the State of New Jersey at an interest rate above 0%.”  Plaintiffs allege that beginning in January 1998 and at least through February 2009, the Defendants were part of a statewide conspiracy to manipulate interest rates associated with tax certificates sold at public auction from at least January 1, 1998, through February 28, 2009. During this period, Fidelity Tax was a subsidiary of BankAtlantic.  Fidelity Tax was contributed to CAM in connection with the sale of BankAtlantic in the BB&T Transaction. BBX Capital and Fidelity Tax filed a Motion to Dismiss in March 2013 and on October 23, 2013, the Court granted the Motion to Dismiss and dismissed the Amended Complaint with prejudice as to certain claims, but without prejudice as to plaintiffs’ main antitrust claim.  Plaintiffs filed a Consolidated Amended Complaint on January 6, 2014.  While BBX Capital believed the claims to be without merit, BBX Capital has reached an agreement to settle the action, subject to court approval.

Item 1A.  Risk Factors.

There have been no material changes from the risk factors disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. 

Item 5.  Other Information

On May 6, 2015, the Company entered into an employment agreement with Raymond S. Lopez, the Company’s Chief Financial Officer and Chief Risk Officer. Under the terms of his employment agreement, Mr. Lopez will receive an initial annual base salary of $174,500.  Mr. Lopez’s annual base salary is subject to review and may be increased from time to time in the discretion of the Company’s Compensation Committee but may not be reduced without the consent of Mr. Lopez. Mr. Lopez is also eligible under his employment agreement to receive an annual bonus as determined from time to time by the Compensation Committee in an amount of up to 60% of his then-current annual base salary. Mr. Lopez’s employment agreement will continue until terminated by the Company or Mr. Lopez.  The employment agreement may be terminated by the Company for “Cause” or “Without Cause” or by Mr. Lopez for “Good Reason” (in each case as such terms are defined in the employment agreement).  If the employment agreement is terminated by the Company for “Cause,” Mr. Lopez will be entitled to receive his base salary through the date of termination. If the employment agreement is terminated by the Company “Without Cause” or by Mr. Lopez for “Good Reason,” Mr. Lopez will be entitled to receive a severance payment in an amount equal his annual base salary and annual bonus opportunity at the date of termination (or an amount equal to 1.5 times his annual base salary and 1.5 times his annual bonus opportunity at the date of termination if such termination occurs within two years after a “Change in Control” (as defined in the employment agreement)).  In addition, if the employment agreement is terminated by the Company “Without Cause” or by Mr. Lopez for “Good Reason,” the Company will be required for a period of one year from the date of termination to continue to provide Mr. Lopez with health insurance, life insurance, dental insurance and other benefits which he was receiving as of the date of termination. 

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

The employment agreement will also be terminated upon Mr. Lopez’s death, in which case Mr. Lopez’s estate will be entitled to receive his base salary through the date of his death and the prorated portion of his annual bonus (based on the average annual bonus paid to him during the prior two fiscal years) through the date of his death.  Mr. Lopez agreed in the employment agreement to enter into a non-disclosure, non-competition, confidentiality and non-solicitation of customers agreement with the Company on terms acceptable to both Mr. Lopez and the Company, and compliance with the terms of such agreement is a condition to the Company’s requirement to make any severance payment or provide continued benefits to Mr. Lopez as described above.  The foregoing description of Mr. Lopez’s employment agreement with the Company is a summary only and is qualified in its entirety by reference to the full text of the employment agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

On May 8, 2015, BFC, BBX, Woodbridge and Bluegreen and their respective subsidiaries entered into an “Agreement to Allocate Consolidated Income Tax Liability and Benefits” pursuant to which, among other customary terms and conditions, the parties agreed to file consolidated federal tax returns. The parties will calculate their respective income tax liabilities and attributes as if each of them were a separate filer.  If any tax attributes are used by another party to the agreement to offset its tax liability, the party providing the benefit will receive an amount for the tax benefits realized.  The foregoing summary is qualified in its entirety by reference to the agreement, a copy of which is filed as an exhibit to this Form 10-Q and is incorporated herein by reference.

Item 6.  Exhibits.

Exhibit 10.1Employment agreement of Raymond S. Lopez

Exhibit 10.2Agreement to Allocate Consolidated Income Tax Liability and Benefits

Exhibit 31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101Interactive data Files

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BBX CAPITAL CORPORATION AND SUBSIDIARIES

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 thereunto duly authorized.

BBX Capital Corporation
May 8, 2015	By	/s/Alan B. Levan
Date		Alan B. Levan
		Chief Executive Officer/
		Chairman of the Board
May 8, 2015	By:	/s/Raymond S. Lopez
Date		Raymond S. Lopez
		Executive Vice President,
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

BBXCapitalCorporation

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement"), is signed as of May 6, 2015, by and between BBX Capital Corporation, a Florida corporation (the "Company"') and Raymond Lopez (the “Executive") but effective as of March 16, 2015 (the "Effective Date").

WHEREAS, the Company desires to employ the Executive as Chief Financial Officer and Chief Risk Officer, the Executive desires to accept such employment, all upon the terms and conditions set forth in this Agreement;

WHEREAS, the Executive has experience and expertise in the Company's business (the “Business"). By virtue of his employment with Company, and the predecessors from which it emerged, the Executive has become familiar with and possesses knowledge of the manner, methods, trade secrets and other confidential information pertaining to the Business.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Agreement, the Company and the Executive agree as follows:

1.Recitals: Defined Terms. The above recitals are true and correct and are incorporated herein by reference. When used in this Agreement a “Change in Control” shall be deemed to occur if:

1.1any "person”(as such term is utilized in Section 13(d) and Section 14(d)(2) of the Securities and Exchange Act), including without limitation any “group”  (as such term is utilized in Section 13(d)(3) of the Exchange Act), who is not, on the date of this Agreement, either ( 1) an affiliate of the Company, or (2) the beneficial owner of 10% or more of the Company's issued and outstanding common stock, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act) of securities of the Company (or any successor thereto) representing more than 33% of the votes that may be cast for the election of directors of the Company, or any successor company as the case may be: or

1.2any person who is not, on the date of this Agreement an affiliate of the Company, shall become a  shareholder of the Company holding fifty percent or more of the outstanding stock of any class of the Company: or

1.3as the result of, or in connection with, any cash or other tender offer, or exchange offer, merger, consolidation or other business combination, or any combination of any one or more of the foregoing transactions, the persons who were directors of the Company immediately prior to the consummation of any such transaction or combination of transactions shall cease to constitute a majority of the directors of the Company, or any successor thereto; or as a result of a sale  of  all  or  substantially  all  of  the  assets  of  the  Company,  or  any  liquidation,  dissolution,

bankruptcy, assignment for the benefit of creditors (whether such action is voluntary or involuntary by the Company), or any similar transaction or any combination of any one or more of the foregoingor similar transactions, the persons who were directors of the Company immediately prior to the consummation of any such transaction or combination of transactions shall cease to constitute a majority of the directors of the successor to the Company.

2.Employment Term.  The term of the Executive's employment (the "Term") begins on the Effective Date and concludesif (i) the Executive terminates this Agreement for Good Reason (defined below), (ii) the Company terminates this Agreement for Cause (defined below) or (iii) this Agreement is otherwise terminated in accordance with its provisions.

3.Services.

3.1Office and Duties.During the Term, the Executive shall serve as Chief Financial Officer of the Company, subject to the terms of this Agreement, with such duties, authority and responsibility as are commensurate with such position, subject to oversight and direction of the Company's Chief Executive Officer. In exercising his duties and responsibilities, the Executive shall have all the power and authority necessary to fulfill and discharge his duties and responsibilities and shall abide by lawful directions given by the Board. The Executive shall be responsible for such additional duties commensurate with his position not materially inconsistent with the foregoing as may be reasonably determined by the Board from time to time.

3.2Best Efforts. During the Term, the Executive shall diligently and competently devote his best efforts and energies to the Business and affairs of the Company, and shall use his best efforts, skills and abilities to promote the interests of the Company and otherwise to discharge his obligations under this Agreement; provided, however, that nothing in this Agreement shall restrict the Executive from serving in executive capacities with any affiliated companies or pursuing interests in accordance with historical practice.

4.Compensation.

4.1Annual BaseSalary.During the Term, the Executive shall receive a base salary at the initial annual rate of one hundred seventy four thousand five hundred dollars ($174,500.00) ("Base Salary"), payable in accordance with the Company's normal payroll practices or at such other reasonable intervals as may from time to time be used by the Company for paying its other employees. The Executive will be entitled to annual salary reviews and as such the Executive's Base Salary may be increased by the Company's Compensation Committee (the "Compensation Committee") from time to time during the term of this Agreement but shall not be reduced without his written consent.

4.2Annual Bonus. An annual bonus (the ''Annual Bonus'') may be paid to the Executive of up to 60% of Base Salary at the discretion of the Compensation Committee. Such Annual Bonus amount shall include consideration of certain performance factors as determined by the Compensation Committee. Payments of Annual Bonus amounts to the Executive shall be made by March 31 of each year for the prior year's performance. The Executive's Annual Bonus opportunity shall commence in 2015, payable in cash by March 31, 2016 for 2015 performance.

5. Reimbursement of Expenses: Benefits.

5.1Reimbursement of Expenses.  Upon submission of appropriate documentation in accordance with the Company's policy, the Executive shall be entitled to reimbursement for all reasonable, out-of-pocket expenses incurred by him during the Term in connection with the proper and efficient discharge of his duties hereunder, including, without limitation, all reasonable expenses incurred by the Executive for travel to promote the interests of the Company, as well as reasonableexpenses for meals, hotels or other accommodation, and other customary items during any such trips, including existing expense reimbursement arrangements and practices.

5.2Employee Benefit Plans and Programs. During the Term, the Executive shall be entitled to participate in the Company's employee benefit plans and programs, including such 401 (k) plans, health insurance and welfare plans as the Company may adopt for employees generally or for the Company's executives, including existing plans and programs under existing practices.

5.3Vacations. The Executive shall be entitled to paid vacation during each calendar year in such amounts as are commensurate with his position and company policy, however, no less than existing practices.

6. Termination. The Executive's employment under this Agreement may be terminated by the Company or the Executive without any breach of this Agreement only under  the circumstances set forth in ensuing Sections 6.1  through 6.4 and upon provision of the applicable compensation set forth in Section 7:

6.1Death. This Agreement and the Executive’s employment under this Agreement shall terminate immediately and automatically upon the Executive's death.

6.2ByCompany for Cause.  The Company may terminate the Executive's employment under this Agreement for Cause (as hereinafter defined). "Cause," as to the Executive, shall mean: (a) committing fraud against the Company or embezzlement of Company property; (b) being convicted of a felony or any other crime that involves moral turpitude under applicable laws of the United States or any state thereof; (c) an action or omission of the Executive which constitutes a willful and material breach of this Agreement which is not the result of the Executive's death or disability and which is not cured within fifteen (15) days after receipt by the Executive of written notice of the same from the Board.

6.3ByCompany Without Cause. The occurrence of any of the following shall be deemed to be a termination by the Company of the Executive's employment under this Agreement“Without Cause:” (a) any action taken by the Company to terminate the Executive's employment other than for Cause; (b) any breach of this Agreement by the Company: or (c) upon the Disability (defined below) of the Executive. Failure of the Executive to timely terminate his employment upon the occurrence of an event described in subsection (b), above shall not result in a waiver of any rightthe Executivemay have to terminate his employment based   upon   any   future occurrence.“Disability'' shall mean any incapacity or disability of the Executive which renders the Executivementally or physically unable to perform his duties under this Agreement as determined in accordance with Company policy.Termination due to Disability shall be deemed to have occurredupon the first day of the month following the determination of Disability as defined in the preceding sentence.

6.4By Executive for Good Reason.  The occurrence of any of the following shall be deemed to be grounds for the Executive to terminate employment for Good Reason: (a) any action taken by the Company to materially diminish, or attempt to materially diminish, the duties, responsibilities or authority of the Executive if, within sixty (60) days after the Executive becomes aware of such action, the Executive notifies the Company in writing and the Company does notimmediately correct such action(s); or (b) any action taken by the Company to materially change, or attempt to materially change the Executive's title or his position in the hierarchy of the Company if, within sixty (60) days after the Executive becomes aware of such action, the Executive notifies the Company in writing and the Company does not immediately correct such action(s); or (c) any breach of this Agreement by the Company.Failure  of  the  Executive  to  timely  terminate  his  employment  upon  the  occurrence  of  an  eventdescribed in subsections (a), (b), or (c) above shall not result in a waiver of any right the Executive may have to terminate his employment based upon any future occurrence.

7. Payments After Termination.  If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the annual Base Salary through the date of termination in accordance with the terms of this Agreement and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, through the date of termination in accordance with the terms of this Agreement. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof; then the Executive shall receive the Base Salary through the date of termination in accordance with the terms of this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof; then the Executive shall receive:

(a) A severance payment in the amount that equals 1.0 times (or 1.5 times if within 2 years of a change in control) the Executive’s annual base salary and 1.0  times (or 1.5 times if within 2 years of a change in control) the annual bonus opportunity at the time of termination plus

(b) Continuation of health insurance,life insurance, dental insurance and otherbenefits received at the time of separation from the Company through 12 months from the time of separation.

Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement.  A condition to theCompany's obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of non-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by  Florida law and executes a general release in a form acceptable to the Board.

8. Non-Competition:Non-Disclosure.ConfidentialityandNon-Solicitation of  Customers. Subsequent to the execution of this Agreement, Executive agrees to sign a Non-Competition, Non-Disclosure, Confidentiality, and Non-Solicitation of Customers in term and scope acceptable to both parties.

9. Withholding. Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or the Executive's estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

10. Notices. All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery, by facsimile or by regular mail postage prepaid, addressed to such other party or delivered to such other party as follows:

If to the Company:

BBX Capital Corporation

c/o Compensation Committee Chair

P.O. Box 39001

Fort Lauderdale. FL  33303

Telephone: (954) 940-5020

If to the Executive:

Raymond Lopez

P.O. Box 39001

Fort Lauderdale. FL  33303

Telephone: (954) 940-4925

or at such other address or facsimile number as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communication shall be deemed to have been received when hand delivered, on the day after the date sent by facsimile (with receipt confirmed) or, if mailed, the fourth day following the day of the mailing thereof: provided that if any such notice, request, demand or other communication shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such notice, request, demand or other communication shall  be deemed to have been received on the fourth business day following the resumption of normal mail service.

11. Prevailing Party.In the event of any dispute with regard to this Agreement the prevailing party shall be entitled to receive from the non-prevailing party and the non-prevailing party shall pay upon demand all reasonable fees and expenses of counsel for the prevailing party.

12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties, and merge and supersede all prior discussions, agreements and understandings of every kind and nature among them as to the subject matter hereof.

13. Amendments to Agreement. This Agreement shall not be amended except by a writing signed by each party to the Agreement, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by each party to the Agreement.

14. U.S.  Dollars. All  dollar  amounts  in this  Agreement  are stated  in  United   States Dollars.

15. Law. This Agreement and its validity, construction and performance shall be governed in all respects by the law of the State of Florida, without giving effect to principles of conflicts of laws. Any controversies of any nature whatsoever arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Broward County, Florida, which shall be the exclusive jurisdiction and venue for any disputes, actions or lawsuits arising out of or relating to this Agreement. The parties to this Agreement irrevocably waive to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, or any judgment entered by any court in respect hereof, brought in Broward County, Florida and further irrevocably waive any claim that any suit, action or proceeding brought in Broward County, Florida, has been brought in an inconvenient forum.

16. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by the Executive without the prior written consent of the Company. This Agreement may be assigned by the Company in connection with the sale, transfer or other disposition of all or substantially all of the Company's assets or business.

17. Pronouns. Whenever the context requires, the use in this Agreement of a pronoun of any gender shall be deemed to refer also to any other gender, and the use of the singular shall be deemed to refer also to the plural.

18. Headings. The headings of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

19. Calculation of Time Periods. When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded.

20.Execution in Counterparts.  This Agreement may be executed in several counterparts, by original or facsimile signature, each of which so executed shall be deemed to be an original and such counterparts together shall be deemed to be one and the same instrument, which shall be deemed to be executed as of the date first above written.

21. Further Assurances. The parties hereto shall sign such further documents and do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every party thereof.

22. Survival. Any termination of this Agreement shall not affect the ongoing provisions of this Agreement, which shall survive such termination in accordance with their terms.

23. Severability. The invalidity or unenforceability, in whole or in part, or any covenant, promise or undertaking, or any section, subsection, paragraph, sentence, clause, phrase or word or of any provision of this Agreement shall not affect the validity or enforceability of the remaining portions thereof.

24.Participation of Parties:  Construction.The parties hereto acknowledge that this agreement and all matters contemplated herein have been negotiated between both of the parties hereto and their respective legal counsel and that both parties have participated in the drafting and preparation of this Agreement from the commencement of negotiations at all times through the execution hereof. The parties hereto acknowledge that they have each read this Agreement and understand the effect of its provisions. Accordingly, this Agreement shall be interpreted and construed  without  reference  to  any  rule  requiring  that  this  Agreement  be  interpreted  or construed against the party causing it to be drafted.

25. Independent Counsel. The Executive acknowledges that counsel to the Company has not represented him nor provided him with legal or other advice in connection with the transactions contemplated by this Agreement and that he has been urged to seek independent legal, tax and financial advice in order to analyze the risks and merits of the transactions contemplated by this Agreement.

26. Director and Officer Insurance: Indemnification. The Company shall indemnify the Executive to the same extent as it indemnifies its other Named Executive Officers, and the Company shall provide coverage for the Executive under its policies of Director's and Officer's insurance as the same may be in effect from time to time.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in the first paragraph of this Agreement.

THE COMPANY:

BBX CAPITAL CORPORATION,

a Florida corporation

By: /s/Alan B. Levan

THE EXECUTIVE:

By: /s/Raymond S. Lopez

EX-10.2

AGREEMENTTOALLOCATECONSOLIDATED

INCOMETAXLIABILITIESANDBENEFITS

This AGREEMENT TO ALLOCATE CONSOLIDATED INCOME TAX LIABILITIES AND BENEFITS (“Agreement”),effectiveasofthe1stdayofMay2015,is made and entered into byandamongBFC Financial Corporation,aDelawarecorporation (the “Parent”), and its subsidiaries listed on “Schedule A” (individually, a “Subsidiary” or “Member” and collectively the “Subsidiaries” or “Members”).  This Agreement supersedes and replaces any and all previous tax sharing agreements between Parent and any of the current or prior Member entities. 

WITNESSETH

WHEREAS,exceptasnotedbelow,forthepurposeofthisAgreement,aSubsidiaryisanincludiblecorporationwithinanaffiliatedgroup(the “Affiliated Group”) asdefinedinSection1504(a)oftheInternalRevenueCodeof1986,asamended(the  “Code”);

WHEREAS,itiscontemplatedthataconsolidatedfederalincometaxreturnof which the Parent is the parent member (“Consolidated Return”) willbefiledfor the current andsubsequenttaxableyearsthereafteruntilsuchtimethatavalidnewelectionisexercisedtofileseparateincometaxreturns;

WHEREAS, from year to year certain of the Members of the affiliated group may have taxable income which, under separate tax return reporting principles, would subject such members to separate liabilities for the payment of income taxes, and from year to year certain of the members of the affiliated group may sustain net operating losses for income tax purposes and/or be entitled to tax credits which would result on a separate return basis in:  (1) reduction of current taxes, (2) recovery of taxes paid in prior years, and/or (3) deductions against taxable income or credits against tax for future years with resulting tax benefit realization;

WHEREAS, it is desired that the Members of the affiliated group be categorized into sub-groups (individually, a “Subgroup” and collectively the “Subgroups”), each with a Subgroup Parent;

WHEREAS, it is desired that each Subgroup Parent shall determine its respective tax liability or benefit based on the separate tax liability or benefit as if the Subgroup Parent filed a separate consolidated return (“the Subgroup Return”) with the Members of its Subgroup by applying the provisions of this Agreement; and

WHEREAS, it is the intent of this Agreement to assure the Members that in no event will they be required to contribute to the consolidated tax liability for a year in an amount in excess of that which they would have incurred for that particular year on the basis of a separate income tax return.

Now, THEREFORE, in consideration of the mutual benefits and obligations herein provided, each of the aforesaid parties, the Members of the Affiliated Group, hereby agrees as follows:

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1. Preparation of Returns.  As soon as practicable following the end of each taxable year of the Affiliated Group, each Member shall as provided herein compute its separate federal income tax liability and/or tax benefits in accordance with the method of accounting and elections actually in effect for the Member or the Affiliated Group, as the case may be, or furnish whatever information would be necessary for the Parent to make such computation, and the Parent shall compute the consolidated federal income tax liability and/or tax benefits of the Affiliated Group.  Such separately computed liabilities or benefits shall be determined without regard to the filing of a Consolidated Return, subject to the exceptions contained in this Agreement.

2. Subgroups.There shall initially be four Subgroups, consisting of (1) BFC Financial Corporation and its Subsidiaries other than Woodbridge Holdings, LLC (“Woodbridge”) and Woodbridge’s Subsidiaries, and BBX Capital Corporation (“BBX”) and BBX’s Subsidiaries, (2) BBX and its Subsidiaries other than Woodbridge and Woodbridge’s Subsidaries, (3) Woodbridge and its Subsidiaries other than Bluegreen Corporation (“Bluegreen”) and Bluegreen’s subsidiaries, and (4) Bluegreen and its Subsidiaries.  Any interest charges under IRC §453(l)(3) allocable to Bluegreen and its Subsidiaries shall be accounted for and paid by Bluegreen and its Subsidiaries.The allocation of tax items, liabilities and benefits shall be calculated within each Subgroup consistent with the provisions of this Agreement which are calculated for the Affiliated Group as a whole in a manner reasonably determined by the Parent.

3. Subgroup Parents.  BFC, Woodbridge, BBX and Bluegreen will be the Subgroup Parent of their respective Subgroup listed above and on Schedule A, and each Subgroup Parent will be responsible for the payment to and receipt of taxes as provided for in this Agreement.

4. Separate v. Consolidated Return.  With respect to BFC, Woodbridge, BBX and Bluegreen, all references within this agreement to separate return basis, separate return liability or separate return benefit shall mean the respective Subgroup Return. 

5. Payment of Tax.  An amount determined to be payable separately as federal income tax by the Subgroups having taxable income under Paragraph 1, and subject to any adjustment under Paragraphs 6, 7, 8 and 9, shall upon notice to the Subgroup Parent be payable to the Parent, within a reasonable time as set forth in paragraph 11.

6.GeneralAllocationofTaxItems.UnlessotherwiseprovidedintheAgreement,if:

(a)the actual consolidated federal income tax liability shall be greater than the total net federal income tax liabilities and benefits on a separate return basis aggregated for all Subgroups for the year, then such excess liability shall be attributed to the Parent, or

(b)the actual consolidated federal income tax liability shall be less than the total net federal income tax liabilities and benefits on a separate return basis aggregated for all Subgroups for the year and without regard to any other year, then the amount of any such savings shall be allocated and credited to the Parent.

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(c)It is intended that the provisions of this paragraph shall be applied using a maximum corporate tax rate The benefits, if any, of the lower graduated tax rates will be credited to the Parent.

7.Allocation of Tax Benefits.  In any year in which Subgroup has sustained a net operating loss or has other tax deductions or credits in excess of allowable limitations either on a consolidated basis or on a basis that would have been applicable in the case of a separate return, and if;

(a)the tax benefit of such item could have been realized on a separate return basis by the Subgroup either in the current year or in a carryback to an earlier year, but could not have been realized on a consolidated basis, and whether or not the benefit of such net operating loss or other deduction or tax credit will be realized by the Subgroup; or

(b)such tax benefit could not be realized on a separate return basis by the Member, but has, in fact, been realized by the Subgroup in the Consolidated Return for the year or in a consolidated carryback to an earlier Consolidated Return year;

then the benefit actually realized, or where not actually realized but which could have been realized computed on the basis of separate returns for the years involved, shall be refunded by the Parent to the Subgroup Parent as soon as practicable after the close of the taxable year, provided that in the event the amount of the tax benefit that could have been realized on a separate basis is less than the amount of the tax benefit actually realized on a consolidated basis, then such excess actually realized shall nevertheless be credited as soon after the close of the taxable year in which realized as is practicable to the Member to which the benefit is attributed.  Nothing in this item 7 shall be construed to mean that a Subgroup will receive more than one refund or credit for the realization, on a separate or consolidated return, of any of the Subgroup’s items of loss, deduction or credit; the Subgroup shall receive such refund or credit at the first time the attribute may be realized on either its separate Subgroup return or consolidated return and then the attribute will no longer be available to the Subgroup in subsequent years.  

8.Consolidated Carryover Items.  In any case where a Subgroup has sustained a net operating loss or has other deductions or tax credits in excess of allowable limitations applicable on a separate return basis, and such net operating loss or other excess deduction or tax credit or portion therefore has become a consolidated carryover item:

(a)if the tax benefit of such carryover item could have been realized on a separate return basis by the Member in a subsequent year and whether or not the benefit of such item will have been realized by the Subgroup; or

(b)if such tax benefit could not be realized by the Subgroup in a subsequent year but has, in fact, been realized by the Subgroups in a Consolidated Return for any year;

then the benefit actually realized, or where not actually realized but which could have been realized computed on the basis of separate returns for the years involved, shall be credited to the Subgroup as soon as practicable after the close of the taxable year, provided that in the event the amount of the tax benefit that could have been realized on

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a separate  return basis is less than the amount of the tax benefit actually realized on a consolidated basis, then such excess actually realized shall nevertheless be credited as soon after the close of the taxable year in which realized as is practicable to the Subgroup to which the benefit is attributed. Nothing in items 7 and 8, shall be construed to mean that a Subgroup will receive more than one refund or credit for the realization, on a separate or consolidated return, of any of the Subgroup’s items of loss, deduction or credit; the Subgroup shall receive such refund or credit at the first time the attribute may be realized on either its separate Subgroup return or consolidated return and then the attribute will no longer be available to the Subgroup in subsequent years.  

9.Multiple Losses.

(a)In a case where more than one Subgroup has sustained net operating losses in a year, and the aggregate of such losses exceeds consolidated taxable income for that year computed without regard to such aggregate losses, the amount credited under Paragraphs 7 and 8 above shall be apportioned in the ratio of each Subgroup’s  separate loss to the aggregate losses of all Subgroups, and no amount shall be credited as a tax benefit for such excess losses remaining after reductions for the respective share of the current loss apportioned for each Subgroup for that year.

(b)Each Subgroup shall apply its own carryover items first against its taxable income or tax liability, as the case may be, on a separate return basis for any succeeding taxable year to which the item could by law be carried until the carryover item has been fully utilized to reduce that Subgroup’s obligation under this Agreement.

(c)In any year where a Subgroup has sustained a net operating loss and there also exists excess losses of various Subgroup carried over into the current year, then the current year’s operating loss shall be considered as being first utilized against consolidated income before any of the excess carryover losses for purposes of computing any tax benefits due under this Agreement, subject to the provisions of Paragraph 8(b).  Furthermore, in respect to the sequence of application of carryover items, Section 172 of the Code and the operating rules thereunder, shall govern the application of carryover items from the current year to subsequent years.

(d)In any case where a tax benefit is not realized by the Subgroup and the Subgroup to which such benefit is attributed could not have realized it on a separate return basis, or for any year to which as a carryover item it could have been carried by law, the loss of such tax benefit shall not be compensated by the Parent or any other Member.

10.Intercompany Transactions; Consolidated Items.

(a)In any case in which a Member of the Affiliated Group has realized a gain or loss from an intercompany transaction which is a deferred intercompany transaction as defined under the federal income tax regulations for consolidated returns (the “Regulations”), the gain or loss, as the case may be, resulting from the deferral will be attributed to the selling Member and settlement of federal income tax liability made as if the gain or loss has been applicable to the selling Member’s separate return.

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(b)In determining a Member’s separate return tax liability, such Member shall take into account only such portion of the consolidated items referred to in Section 1.1502-11(a)(2) through (8) that are attributable to such Member.

(c)In any case where a gain or loss from an intercompany transaction was not deferred in the year of incidence and is deferred currently by a revenue agent’s adjustment applicable to the year of incidence, the selling Member will be attributed the gain or loss, as the case may be, as if the gain or loss had been on a separate return basis and settlement made accordingly.

11.Subsequent Adjustments; Interest and Penalties.

(a)Payment between Subgroups shall include credits or charges to intercompany accounts and shall be subject to adjustments for deficiencies and/or over-assessments resulting from any amendments to, or examinations by the Internal Revenue Service of, the tax return filed for the year to the extent that any such adjustment is attributable to the separate operations of a Subgroup.

(b)The Parent shall indemnify the Subsidiaries for any interest, penalties, and additions to tax which may be assessed against any Member of the Affiliated Group by reason of the Member being included in Consolidated Returns filed by Parent, if, but only to the extent that, it is determined that such interest, penalties, and additions to tax exceed the aggregate amount of such items which would have been payable by the Member had it not been a Member of the Affiliated Group.  The Subgroup parent shall pay to the Parent the portion of any interest, penalty, or additional tax assessed against the Affiliated Group attributable to such Subgroup’ separate operationsasreportedtoParentpursuanttoParagraph1.

12.TaxPayments.

(a)Estimated Tax.  At certain times during the calendar year, payments of estimated or actual tax may be required to be made by the Affiliated Group.  Each Subgroup Parent shall provide such information to Parent as may be requested by Parent in calculating estimated or actual tax amounts. Upon notice from the Parent to the Subgroup Parents of the amount of the Subgroups’ share of the estimated or actual tax payment to be made, each Subgroup Parent shall make payment of its share to the Parent, provided that such required payment to the Parent shall not significantly, and in no case by more than ten business days, precede the time that a consolidated estimated or actual current tax liability would be due to the tax authorities.

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Theestimatedtaxpaymentduedatesareasfollows(orifaduedatefallsonaSaturday,SundayorHoliday,thentheduedateisthenextsucceedingbusinessday):

1stquarterApril15

2ndquarterJune15

3rdquarterSeptember15

4thquarterDecember15

(b)Final Tax Payments.

Under existing statutory provisions, the final tax balance due for each taxable year is due on March 15 of the year subsequent to the taxable year ended on December 31.  The final tax payment shall be made using the same procedures as for the estimated tax payments.

The final tax payment is the total separate liability of each Subgroup for the year less the estimated payments made for the year.  If the Subgroups are determined to have a balance due to the Parent when the returns are filed, including extensions, such balance due shall then be paid by the Subgroup Parents but shall not be required to be paid sooner than ten days but before such return is due.  If, on the other hand, it is determined that the Parent has a balance due to the Subgroups, the Parent shall pay such balance due to the Subgroup Parents but shall not be required to pay  sooner than ten days, but before such return is filed.

(c)Alternative Minimum Tax Payments.  Alternative minimum tax shall be computed and paid on a Subgroup separate return basis.

13.Administrative Provisions.  It is understood and acknowledged that in accordance with the Regulations:

(a)Parent will have the sole and exclusive right to control and direct, in good faith, the conduct of all audits, contests, or other administrative or judicial proceedings (“Tax Contests”), and to negotiate, settle, or agree to any asserted tax deficiencies, or to prosecute or settle any claim for refund, relating to the consolidated federal income tax liability of the Affiliated Group during the term of this Agreement.  The Affiliated Group and each of its Members shall be represented by the persons selected by the Parent in its sole discretion. Parent shall inform each Subsidiary of any Tax Contests that may affect the consolidated federal income tax liability of the Subsidiary. Parent shall, in its reasonable discretion, permit any Subsidiary that might have a liability or refund as a result of an adjustment to participate in any Tax Contest relating to such issue. Subsidiaries agree that they will cooperate fully with Parent in any Tax Contest and will supply any information reasonably requested by Parent for the purpose of any Tax Contest.

(b)The Subsidiaries agrees that the Parent shall have the authority to compromise or concede any tax issues of Members of the Affiliated Group for all taxable years hereunder.  Each Member shall have the right to control all contests with the government regarding any matters arising in connection with a separate year’s tax return filed by it.

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(c)If any Subsidiary receives notice of a tax examination, audit or challenge involving amounts subject to this Agreement, such Subsidiary shall timely notify the Parent of the information and shall provide a written copy of any relevant letters, forms or schedules received from the IRS or otherwise in its possession and shall provide notice and information relating to all material proceedings in connection therewith.

(d)All costs and expenses of the examination and of defending any Tax Contest directly identifiable with a Member shall be borne by that Member as determined by the Parent in its reasonable discretion. All costs and expenses not specifically identifiable with a Member shall be allocated based upon relevant facts and circumstances as determined by the Parent in its reasonable discretion.

14.New Members.  Any company that is owned by another Member or other Members of the Affiliated Group that becomes part of the Affiliated Group by operation of the Code or Regulations and that is required to file as a member of the Affiliated Group shall automatically become a party to this Agreement on the same terms and conditions as the other Members.

15.Departures from Affiliated Group.  In the event a Subsidiary ceases to be a Member of the Affiliated Group for any reason, or in the event an election is validly exercised by the Affiliated Group not to file a Consolidated Return, then an accounting shall be made to determine the extent, if any, that such former Member, in the event of its termination as a Member of the Affiliated Group, or all former Members, in the event of a new election;

(a)Had received payment or credit in this Agreement for any tax benefit which has not been realized by the Affiliated Group in any Consolidated Return filed prior to the effective date of termination of the Member or Members, and as such, will carryover and become a tax benefit which is available by law in a subsequent separate return year of the former Member.  The amount previously paid to the Member for such unrealized benefit thus determined will become due and payable by such former Member to the Parent in accordance with terms satisfactory to the Parent;

(b)Had previously received a credit which had not been fully utilized at the time of such termination, then the credit owed the Member by the Parent for each unrealized benefit shall become null and void, and the Parent’s obligation under the Agreement for any deferred tax benefits shall be deemed released and discharged; and

(c)Had received neither a credit or payment and the benefit carries over and becomes a tax benefit otherwise available by law in a separate return year of the former Member, then no amount shall be due or payable by either the Parent or the former Member.

(d)The calculations and allocations required shall be performed under a closing of the books methodology, unless the Parent and Subsidiary agree to the use of a ratable or other permitted methodology.

16.Liquidation or Merger.  In the event that any Member of the Affiliated Group shall be liquidated into or merged with any other Member, any tax attributes of the transferor Member unrealized at the time of transfer by reason of this Agreement, shall be acquired by the transferee.

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17.Liability.  In no event shall this Agreement be construed to create liability on the part of the Parent to any former Member for the loss of any tax benefit arising out of events occurring in any year after termination of affiliation by reason either of the Member ceasing to be a Member of the Affiliated Group for any reason, or in the event a new election is validly exercised by the Affiliated Group not to file a Consolidated Return.

18.Payments or Credits.  An officer of the Parent shall have discretion under this Agreement to authorize a cash payment to the Subsidiaries for tax benefits in lieu of credits when in his opinion the circumstances warrant cash settlement.

19.Deferred Taxes.  The Subsidiaries shall maintain on its general ledger an accounting of its deferred tax liability.  The deferred tax liability shall not be paid up to the Parent.  All amounts computed and paid shall be based on the current tax liability.

20.Termination.  This Agreement shall terminate effective the first day of any taxable year for which a new election is validly exercised not to file a consolidated federal income tax return, except that this Agreement shall survive for the purpose of allocating in accordance with the provisions of this Agreement the consolidated tax for the preceding taxable year, and any subsequent adjustments arising with respect to the tax liabilities and/or benefits attributable to any taxable year for which consolidated income tax returns were filed, and with respect to any related effect on the separate tax liabilities and/or benefits attributable to subsequent taxable years.

21.Costs and Expenses.  Unless otherwise expressly provided in this Agreement, any and all costs and expenses incurred in connection with (i) the preparation and filing of the Consolidated Return, any estimated tax returns and any other returns, documents or statements required to be filed with the IRS with respect to the determination of US federal income tax liability of the Affiliated Group  or (ii) the application of the provisions of this Agreement to the parties hereto shall be allocated between the Parent and each Subsidiary in a reasonable manner as determined by the Parent.

22.Amendment and Modification.  The Subsidiaries agree that Parent shall have the authority to make any necessary alterations to this Agreement to comply with any changes or amendments in the provisions of the Code or Regulations enacted thereunder relating to the filing of consolidated federal income tax returns. The Members hereby consent to the application of all Code and Regulations sections relating to the filing of consolidated federal income tax returns. Subject to the rights of Parent to modify the provisions of this Agreement for purposes of conforming with the applicable provisions of the Code and Regulations related to filing consolidated federal income tax returns, all other alterations, modifications, and amendments to this Agreement shall be by an instrument in writing executed by all of the Members that at such time constitute the Affiliated Group.

23.Resolution of Disputes.  Any dispute concerning the calculation or basis of determination of any payment provided for hereunder shall be resolved by the independent certified financial accountant of Parent or by an accounting firm so designated by the independent certified financial accountant of Parent, whose judgment shall be conclusive and binding upon the parties, in the absence of manifest error.

24.Availability of Records.  Notwithstanding the termination of this Agreement, all materials relating to a consolidated federal income tax return filed in accordance with this Agreement including, but not limited to, returns, supporting schedules, workpapers, correspondence and other documents shall be made available to any party

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to this Agreement during regular business hours for a minimum period equal to the applicable federal record retention requirements.

25.Entire Agreement.  This Agreement is the complete agreement of the parties with respect to the subject matter hereof and the final expression thereof, and supersedes all prior agreements, if any, relative thereto and may not be altered or modified except by an instrument in writing signed by each party.

26.Assignment.  Except as specifically provided for in or with the written consent of the other parties hereto, no interest of any party under this Agreement shall be assigned or transferred, either voluntarily or involuntarily, by operation of law or otherwise, and any such assignment or transfer shall be void and shall not vest in the assignee or transferee any right, title, or interest under this Agreement.

27.Successors.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and permitted assigns.

28.Recitals.  The recitals contained in the preamble to this Agreement are incorporated herein and are hereby made an integral part of this Agreement.

29.Severability.  If any provision of this Agreement is held invalid or unenforceable by operation of law or otherwise, such circumstances shall not have the effect of rendering any of the other provisions of this Agreement invalid or unenforceable.

30.Multiple Counterparts; Captions.  This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.  The captions of the paragraphs hereof are for descriptive purposes only, and are not intended to limit or otherwise affect the content hereof.

INWITNESSWHEREOF,thepartiesheretohavedulyexecutedthisAgreementon the date indicated by their signature.

	BFC Financial Corporation, on behalf of itself and its Subsidiaries listed on Schedule A
Dated:  May 8, 2015	By:  /s/Raymond S. Lopez
	Its:  Chief Financial Officer

[SUBSIDIARY SIGNATURES ON THE FOLLLOWING PAGES]

Page 9

	Woodbridge Holdings, LLC, on behalf of itself and its Subsidiaries listed on Schedule A
Dated:  May 8, 2015	By:  /s/Raymond S. Lopez
	Its:  Chief Financial Officer

	BBX Capital Corporation, on behalf of itself and its Subsidiaries listed on Schedule A
Dated:  May 8, 2015	By:  /s/Raymond S. Lopez
	Its:  Chief Financial Officer

	Bluegreen Corporation, on behalf of itself and its  Subsidiaries listed on Schedule A
Dated:  May 8, 2015	By:  /s/Anthony M. Puleo
	Its:  Chief Financial Officer

Page 10

STATE TAX SHARING ADDENDUM

For purposes of state unitary or combined returns that are income based, the US Federal Income Tax Sharing Agreement (the “Agreement”) applies similarly to any state’s tax matters and returns for years in which a unitary or combined tax return based on income is filed in the state by two or more Members.

The allocations described above will be determined on a yearly basis with a “true up” after the tax returns are filed.  All other determinations related to tax sharing will follow the Agreement.

Page 11

Schedule A

Subsidiaries Schedule

Subgroup Parents:

BFC Financial Corporation

401 East Las Olas Blvd., Suite 800

Fort Lauderdale, FL 33301

BBX Capital Corporation

401 East Las Olas Blvd., Suite 800

Fort Lauderdale, FL 33301

Woodbridge Holdings, LLC

401 East Las Olas Blvd., Suite 800

Fort Lauderdale, FL  33301

Bluegreen Corporation

4960 Conference Way North, Suite 100

Boca Raton, FL 33431

Subsidiaries of BFC Financial Corporation

BFC Securities Corporation

BFC Shared Services Corporation

BFC/CCC, Inc.

Eden Services, Inc.

I.R.E. Energy 1981, Inc.

I.R.E. Property Analysts, Inc.

Kingsway Services Inc.

Southern National General Corporation

Subsidiaries of Woodbridge Holdings, LLC

BankAtlantic Venture Partners 10, Inc

BankAtlantic Venture Partners 14, Inc

BankAtlantic Venture Partners 15, Inc

BankAtlantic Venture Partners 7, Inc

BankAtlantic Venture Partners 8, Inc

BankAtlantic Venture Partners 9, Inc

Bowden Building Corporation

BXG Florida Corporation

Carolina Oak Homes, LLC

Core Communities of South Carolina, LLC

Levitt and Sons of Georgia, LLC

Levitt and Sons of Tennessee, LLC

Levitt Realty Services, Inc.

ODI Program GP Corporation

Page 12

Subsidiaries of BBX Capital Corporation

Anastasia Confections, Inc.

BA Community Development Corporation

BankAtlantic Leasing Inc.

BankAtlantic Mortgage Partners, Inc.

BBX Partners, Inc

Fantasy Chocolates, Inc.

Good Fortunes East, LLC

Hammock Homes, LLC           

Heartwood 100, LLC.

Heartwood 101, LLC.

Heartwood 102, LLC.

Heartwood 103, LLC.

Heartwood 104, LLC.

Heartwood 105, LLC.

Heartwood 106, LLC.

Heartwood 107, LLC.

Heartwood 108, LLC.

Heartwood 109, LLC.

Heartwood 11, LLC  

Heartwood 110, LLC.

Heartwood 111.  LLC

Heartwood 16, LLC  

Heartwood 30, LLC  

Heartwood 31, LLC  

Heartwood 32, LLC  

Heartwood 33, LLC  

Heartwood 34, LLC  

Heartwood 35, LLC  

Heartwood 36, LLC  

Heartwood 37, LLC  

Heartwood 38, LLC  

Heartwood 39, LLC  

Heartwood 42, LLC  

Heartwood 44, LLC  

Heartwood 46, LLC  

Heartwood 47, LLC  

Heartwood 48, LLC

Heartwood 49, LLC  

Heartwood 50, LLC  

Heartwood 51, LLC

Heartwood 52, LLC

Heartwood 53, LLC  

Heartwood 54, LLC  

Heartwood 59, LLC  

Heartwood 60, LLC  

Heartwood 61, LLC  

Heartwood 62, LLC  

Heartwood 63, LLC  

Heartwood 64, LLC  

Heartwood 65, LLC  

Page 13

Page 14

Heartwood 66, LLC. 

Heartwood 67, LLC. 

Heartwood 68, LLC. 

Heartwood 69, LLC. 

Heartwood 70, LLC. 

Heartwood 71, LLC. 

Heartwood 72, LLC. 

Heartwood 73, LLC. 

Heartwood 74, LLC. 

Heartwood 75, LLC. 

Heartwood 76, LLC. 

Heartwood 77, LLC. 

Heartwood 78, LLC. 

Heartwood 79, LLC. 

Heartwood 80, LLC. 

Heartwood 81, LLC. 

Heartwood 82, LLC. 

Heartwood 83, LLC. 

Heartwood 84, LLC. 

Heartwood 85, LLC. 

Heartwood 86, LLC. 

Heartwood 91-1, LLC.

Heartwood 92, LLC. 

Heartwood 93, LLC. 

Heartwood 94, LLC. 

Heartwood 95, LLC. 

Heartwood 96, LLC. 

Heartwood 97, LLC. 

Heartwood 98, LLC. 

Heartwood 99, LLC. 

Leasing Technology, Inc.

Palm River Development Co., Inc.

Palm River Realty, Inc.

Sweet Acquisitions CA1, LLC

Sweet Acquisitions CA2, LLC

Sweet Acquisitions CA3, LLC

The Hoffman Commercial Group, Inc.

Subsidiaries of Bluegreen Corporation

Bluegreen Asset Management Corporation

Bluegreen Communities of Georgia Realty, Inc.

Bluegreen Corporation of Tennessee

Bluegreen Golf Clubs, Inc.

Bluegreen Guaranty Corporation

Bluegreen Holding Corporation (Texas)

Bluegreen Properties of Virginia, Inc.

Bluegreen Purchasing & Design, Inc.

Bluegreen Receivables Finance Corporation III

Bluegreen Receivables Finance Corporation IX

Bluegreen Receivables Finance Corporation VII

Bluegreen Receivables Finance Corporation X

Bluegreen Receivables Finance Corporation XI

Page 15

Bluegreen Receivables Finance Corporation XII

Bluegreen Resorts International, Inc.

Bluegreen Resorts Management, Inc.

Bluegreen Southwest Land, Inc.

Bluegreen Timeshare Finance Corporation I

Bluegreen Vacations Unlimited, Inc.

BRF Corporation 2007-A

BRFC III Deed Corporation

BXG Realty Tenn, Inc.

BXG Realty, Inc.

Encore Rewards, Inc.

Great Vacation Destinations, Inc.

Jordan Lake Preserve Corporation

Lake Ridge Realty, Inc.

Leisure Capital Corporation

Leisure Communication Network, Inc.

Leisurepath, Inc.

Managed Assets Corporation

New England Advertising Corporation

Pinnacle Vacations, Inc.

Resort Title Agency, Inc.

Page 16

EX-31.1

BBX Capital Corporation

Exhibit 31.1

I, Alan B. Levan, certify that:

1. I have reviewed thisquarterly form on Form 10-Q of BBX Capital Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 8, 2015

By:/s/Alan B. Levan

Alan B. Levan,

Chief Executive Officer

21

EX-31.2

BBX Capital Corporation

Exhibit 31.2

I, Raymond S. Lopez, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BBX Capital Corporation

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 8, 2015

By:/s/Raymond S. Lopez

Raymond S. Lopez,

Chief Financial Officer

21

EX-32.1

BBX Capital Corporation

Exhibit 32.1                                    

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of BBX Capital Corporation (the “Company”) for the periodended March  31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan B. Levan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:/s/Alan B. Levan

Name:Alan B. Levan

Title:  Chief Executive Officer

Date:  May 8, 2015

EX-32.2

BBX Capital Corporation

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Reporton Form 10-Qof BBX Capital Corporation (the “Company”) for the quarterended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond S. Lopez, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:/s/ Raymond S. Lopez

Name: Raymond S. Lopez

Title:   Chief Financial Officer

Date:   May 8, 2015

21

XML

Consolidated Variable Interest Entities (Narrative) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended
	Oct. 31, 2013	Jul. 31, 2012	Mar. 31, 2015	Dec. 31, 2013
Variable Interest Entity [Line Items]
Trust Preferred Securities		$ 285.4
BBX Capital [Member]
Variable Interest Entity [Line Items]
Investment in joint venture	0.5
Florida Asset Resolution Group, LLC [Member]
Variable Interest Entity [Line Items]
Trust Preferred Securities			6.1	285.0
JRG/BBX Development, LLC (“North Flagler”) [Member]
Variable Interest Entity [Line Items]
Company's maximum loss exposure in VIE			1.0
Investment in joint venture	$ 10.8
Area of real estate property	4.5
Percent of proceeds from joint venture entitlement	80.00%
Percent of proceeds from joint venture after capital investment is recovered	70.00%

XML

Real Estate Held-for-Investment and Real Estate Held-for-Sale (Real Estate Held-For-Sale )(Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Long Lived Assets Held-for-sale [Line Items]
Real estate held for sale	$ 39,763	$ 41,733	$ 33,444	$ 33,971
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Real estate held for sale	31,546	33,505
Rental properties [Member]
Long Lived Assets Held-for-sale [Line Items]
Real estate held for sale	1,748	1,748
Residential single-family [Member]
Long Lived Assets Held-for-sale [Line Items]
Real estate held for sale	6,120	4,385
Other [Member]
Long Lived Assets Held-for-sale [Line Items]
Real estate held for sale	$ 349	$ 2,095

XML

Loans Receivable (Components Of Loans Receivable Portfolio) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014
Composition Of Loans By Category [Line Items]
Total gross loans	$ 26,963	$ 27,821	$ 61,161
Allowance for loan losses	(381)	(977)
Loans receivable -- net	26,582	26,844
Commercial Non-Real Estate [Member]
Composition Of Loans By Category [Line Items]
Total gross loans	1,308	1,326
Commercial Real Estate [Member]
Composition Of Loans By Category [Line Items]
Total gross loans	24,069	24,189
Consumer [Member]
Composition Of Loans By Category [Line Items]
Total gross loans	$ 1,586	$ 2,306

XML

Commitments And Contingencies (Narrative) (Details) (USD $)	12 Months Ended	1 Months Ended		0 Months Ended	3 Months Ended	1 Months Ended
	Dec. 31, 2013	Mar. 31, 2015	Jul. 31, 2014 property acre	Jan. 12, 2015	Mar. 31, 2015	Oct. 31, 2013	Jan. 14, 2015	Dec. 31, 2014
Commitments And Contingencies [Line Items]
Interest rate associated with class action complaint	0.00%
Accrued possible loss		$ 1,000,000			$ 1,000,000
Hialeah Communities, LLC [Member]
Commitments And Contingencies [Line Items]
Number of single family homes			394
Land transferred			50
Refinance into acquisition and development loan		31,000,000
Investment in joint venture			15,600,000
Investment in company, promissory note			8,300,000
Alan B Levan [Member]
Commitments And Contingencies [Line Items]
Civil penalties				1,560,000
Maximum [Member]
Commitments And Contingencies [Line Items]
Range of possible losses in excess of accrued liability relating to legal matters					4,200,000
Minimum [Member]
Commitments And Contingencies [Line Items]
Range of possible losses in excess of accrued liability relating to legal matters					0
BBX Capital [Member]
Commitments And Contingencies [Line Items]
Ownership percentage by parent		26.30%			26.30%
Investment in joint venture						500,000
Amount placed in money market to obtain letter of credit		1,300,000
Civil penalties				5,200,000
BBX Capital [Member] | Alan B Levan [Member]
Commitments And Contingencies [Line Items]
Legal fee and cost reimbursements							5,800,000
BBX Capital [Member] | Sunrise and Bayview Partners, LLC [Member]
Commitments And Contingencies [Line Items]
Percent guaranteed on outstanding balance					50.00%
Ownership percentage by parent								50.00%
Joint venture loan outstanding balance					$ 5,000,000
Procacci Bayview, LLC [Member] | Sunrise and Bayview Partners, LLC [Member]
Commitments And Contingencies [Line Items]
Ownership percentage by parent								50.00%

XML

Real Estate Held-for-Investment and Real Estate Held-for-Sale (Real Estate Held-For-Investment)(Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Schedule of Long Lived Assets Held-For-Investment [Line Items]
Real estate held for investment	$ 83,335	$ 75,590	$ 108,430	$ 107,336
Land [Member]
Schedule of Long Lived Assets Held-For-Investment [Line Items]
Real estate held for investment	67,938	60,356
Rental properties [Member]
Schedule of Long Lived Assets Held-For-Investment [Line Items]
Real estate held for investment	14,374	14,445
Other [Member]
Schedule of Long Lived Assets Held-For-Investment [Line Items]
Real estate held for investment	$ 1,023	$ 789

XML

Loans Held-For-Sale (Loans Held-For-Sale) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Loans held-for-sale [Line Items]
Loans held-for-sale	$ 32,072	$ 35,423
Residential [Member]
Loans held-for-sale [Line Items]
Loans held-for-sale	24,334	27,331
Second Lien Consumer [Member]
Loans held-for-sale [Line Items]
Loans held-for-sale	2,468	2,351
Small Business Loans [Member]
Loans held-for-sale [Line Items]
Loans held-for-sale	$ 5,270	$ 5,741

XML

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2015

Fair Value Measurement [Abstract]

Schedule Of Fair Value Assets Measured On Nonrecurring Basis

The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2015 (in thousands):

			Fair Value Measurements Using
			Quoted prices in			Total
			Active Markets	Significant	Significant	Impairments (1)
		As of	for Identical	Other Observable	Unobservable	For the Three
		March 31,	Assets	Inputs	Inputs	Months Ended
Description		2015	(Level 1)	(Level 2)	(Level 3)	March 31, 2015
Loans measured for
impairment using the fair value
of the underlying collateral	$	110	-	-	110	117
Impaired real estate held-for-sale and held-for-investment		1,631	-	-	1,631	372
Total	$	1,741	-	-	1,741	489

(1) Total impairments represent the amount of losses recognized during the three months ended March 31, 2015 on assets that were held and measured at fair value as of March 31, 2015.

The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2014 (in thousands):

			Fair Value Measurements Using
			Quoted prices in			Total
			Active Markets	Significant	Significant	Impairments (1)
		As of	for Identical	Other Observable	Unobservable	For the Three
		March 31,	Assets	Inputs	Inputs	Months Ended
Description		2014	(Level 1)	(Level 2)	(Level 3)	March 31, 2014
Loans measured for
impairment using the fair value
of the underlying collateral	$	57	-	-	57	32
Impaired real estate held-for-sale and held-for-investment		10,541	-	-	10,541	2,321
Impaired loans held-for-sale		5,607	-	-	5,607	305
Total	$	16,205	-	-	16,205	2,658

(1) Total impairments represent the amount of losses recognized during the three months ended March 31, 2014 on assets that were held and measured at fair value as of March 31, 2014.

Schedule Of Quantitative Fair Value Measurements

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of March 31, 2015		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	110	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.3  million
Impaired real estate held-for-sale and held-for-investment		1,631	Fair Value of Property	Discount Rates and Appraised Value less Cost to Sell	$0.2 - $1.0 million ($0.6 million)
Total	$	1,741

(1)  Range and average appraised values were reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of March 31, 2014		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	57	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.1 - $.2 million ($0.2 million)
Impaired real estate held-for-sale and held-for-investment		10,541	Fair Value of Property	Discount Rates and Appraised Value less Cost to Sell	$0.1 - $9.0 million ($2.2 million)
Impaired loans held-for-sale		5,607	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.1 -$0.7 million ($0.1 million)
Total	$	16,205

(1)  Range and average appraised values were reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

Schedule Of Fair Value By Balance Sheet Grouping

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount	Fair Value	Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		March 31,	March 31,	Assets	Inputs	Inputs
Description		2015	2015	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing deposits in banks	$	39,952	39,952	39,952	-	-
Loans receivable including loans held-for-sale, net		58,654	75,782	-	-	75,782
Restricted cash and time deposits at financial institutions		2,645	2,645	2,645	-	-
Financial liabilities:
Notes payable		17,158	16,886	-	-	16,886
Notes payable to related parties		11,750	11,681	-	-	11,681
BB&T preferred interest in FAR		6,132	6,139	-	-	6,139
Principal and interest advances on residential loans		11,364	10,255	-	-	10,255

The following table presents the fair value of the Company’s financial instruments as of December 31, 2014:

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount	Fair Value	Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		December 31,	December 31,	Assets	Inputs	Inputs
Description		2014	2014	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash	$	58,819	58,819	58,819	-	-
Loans receivable including loans held-for-sale, net		62,267	73,423	-	-	73,423
Financial liabilities:
Notes payable		17,923	18,196	-	-	18,196
Notes payable to related parties		11,750	11,615			11,615
BB&T preferred interest in FAR		12,348	12,383	-	-	12,383
Principal and interest advances on residential loans		11,171	10,125	-	-	10,125

XML

Real Estate Held-for-Investment and Real Estate Held-for-Sale (Real estate held-for-sale valuation allowance activity) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Real Estate Held-for-Investment and Real Estate Held-for-Sale [Abstract]
Beginning of period	$ 2,940	$ 4,818
Transfer to held-for-investment	(93)
Impairments (recoveries)	147	(27)
Sales	(577)	(574)
End of period	$ 2,417	$ 4,217

XML

Subsequent Events (Details) (Subsequent Event [Member], BFC Financial Corporation [Member], Class A Common Stock [Member])	1 Months Ended
	Apr. 30, 2015
Subsequent Event [Member] | BFC Financial Corporation [Member] | Class A Common Stock [Member]
Subsequent Event [Line Items]
Common stock purchased through tender offer	4,771,221

XML

Investments in Unconsolidated Real Estate Joint Ventures (Tables)

3 Months Ended

Mar. 31, 2015

Schedule of Equity Method Investments [Line Items]

Investments In Unconsolidated Real Estate Joint Ventures

		March 31,	December 31,
		2015	2014
Altis at Kendall Square, LLC	$	1,230	1,264
Altis at Lakeline - Austin Investors LLC		5,000	5,000
New Urban/BBX Development, LLC		968	996
Sunrise and Bayview Partners, LLC		1,676	1,723
Hialeah Communities, LLC		4,988	5,091
PGA Design Center Holdings, LLC		1,945	1,991
Investments in unconsolidated real estate joint ventures	$	15,807	16,065

Hialeah Communities, LLC [Member]

Schedule of Equity Method Investments [Line Items]

Investments In Unconsolidated Real Estate Joint Ventures

		For the Three Months Ended
		March 31,
		2015	2014
Total revenues	$	379	75
Total costs and expenses		(1,071)	(89)
Net loss	$	(692)	(14)

XML

Loans Receivable (Age Analysis Of The Past Due Recorded Investment In Loans Receivable) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015		Dec. 31, 2014
Financing Receivable, Recorded Investment, Past Due [Line Items]
60-89 Days Past Due	$ 130		$ 227
90 Days or More	7,108	[1]	7,491	[1]
Total Past Due	7,238		7,718
Current	19,725		20,103
Total Loans Receivable	26,963		27,821
Commercial Non-Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
90 Days or More	330	[1]	330	[1]
Total Past Due	330		330
Current	978		996
Total Loans Receivable	1,308		1,326
Commercial Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
90 Days or More	5,458	[1]	5,458	[1]
Total Past Due	5,458		5,458
Current	18,611		18,731
Total Loans Receivable	24,069		24,189
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
60-89 Days Past Due	130		227
90 Days or More	1,320	[1]	1,703	[1]
Total Past Due	1,450		1,930
Current	136		376
Total Loans Receivable	$ 1,586		$ 2,306

[1] The Company had no loans that were 90 days or more past due and still accruing interest as of March 31, 2015 or December 31, 2014.

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Investments in Unconsolidated Real Estate Joint Ventures (Narrative) (Details) (USD $)	1 Months Ended	3 Months Ended		1 Months Ended
	Sep. 30, 2014	Mar. 31, 2015	Mar. 31, 2014	Oct. 31, 2013	Mar. 31, 2013 item	Dec. 31, 2014 property	Apr. 30, 2014 acre	Dec. 31, 2013 item acre	Jun. 30, 2014 sqft	Jul. 31, 2014 acre	Jan. 31, 2014
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures		$ 15,807,000				$ 16,065,000
Equity interest in real estate joint venture						34.00%
Net gains (losses) on the sales of assets		2,000	(49,000)
Purchase of property		496,000	14,000
Additional joint venture contributions	2,300,000
Joint venture advances	2,300,000
Loan on acquisition and development loan		31,000,000
Guarantor precent on joint venture acquisition		26.30%
BBX Capital [Member]
Schedule of Equity Method Investments [Line Items]
Investment in joint venture				500,000
Altis at Kendall Square, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures		1,230,000			1,300,000	1,264,000
Number Of Apartments Units					321
Percent of proceeds from joint venture entitlement					13.00%
Internal rate of return, threshold					15.00%
Percent of proceeds from joint venture after internal rate of return, threshold					9.75%
Altis at Lakeline - Austin Investors LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures		5,000,000				5,000,000
Number Of Apartments Units						354
Percent of proceeds from joint venture entitlement						26.30%
Internal rate of return, threshold						18.00%
Percent of proceeds from joint venture after internal rate of return, threshold						18.80%
Percent guaranteed on the outstanding balance of the loan						9.00%
New Urban/BBX Development, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures		968,000				996,000
Percent of proceeds from joint venture entitlement		8.00%
Area of Real Estate Property							2	2
Number of single family homes								30
Equity interest in real estate joint venture								50.00%
Individual Contribution To Joint Venture							692,000
Cash							1,800,000
Sales price							3,600,000
Selling expense							200,000
Investment in company, promissory note							1,600,000
Carrying value of land						1,100,000
Recorded deferred gain		1,100,000
Joint Venture Adjustment		11,000
Sunrise and Bayview Partners, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures		1,676,000				1,723,000
Area of Real Estate Property									84,000
Equity interest in real estate joint venture									50.00%
Investment in joint venture									1,800,000
Percent guaranteed on the outstanding balance of the loan									50.00%
Joint venture advances									5,000,000
Sunrise and Bayview Partners, LLC [Member] | Subsequent Event [Member]
Schedule of Equity Method Investments [Line Items]
Investment in company, promissory note										5,000,000
Sunrise and Bayview Partners, LLC [Member] | Fort Lauderdale, Florida [Member] | Subsequent Event [Member]
Schedule of Equity Method Investments [Line Items]
Area of Real Estate Property										3
Investment in joint venture										8,000,000
PGA Design Center Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures		1,945,000				1,991,000
Number of buildings								3
Building Area								145,000
Purchase of property								6,100,000
Sale of commercial property to the joint venture											2,900,000
Percent of commercial property sold into joint venture											40.00%
Property contributed to the joint venture excluded certain residential development entitlements											1,200,000
Hialeah Communities, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures		4,988,000				5,091,000
Percent of proceeds from joint venture entitlement										9.00%
Shares distributions, percent										45.00%
Area of Real Estate Property										50
Number of single family homes										394
Individual Contribution To Joint Venture										4,900,000
Investment in joint venture										15,600,000
Cash										2,200,000
Investment in company, promissory note										8,300,000
Percent of initial contribution of capital to joint venture										57.00%
Carrying value of land										15,600,000
Recorded deferred gain		1,600,000								1,600,000
Joint Venture Adjustment		2,100,000				2,100,000
Principal on mortgage		8,300,000
Additional joint venture contributions	1,800,000	57,000
Bonterra – CC Devco Homes [Member]
Schedule of Equity Method Investments [Line Items]
Managers percent of proceeds from joint venture entitlement										55.00%
Purchase of property	900,000
Additional joint venture contributions	$ 1,400,000

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Investment in Woodbridge Holdings, LLC (Condensed Statement of Financial Condition and Condensed Statement of Operations) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Cash and restricted cash	$ 39,952	$ 58,819
Inventory of real estate	15,228	14,505
Office properties and equipment	17,542	17,679
Total assets	385,527	392,936	416,895
Notes payable	17,158	17,923
Total liabilities	72,008	81,656
Stockholders' equity attributable to parent	312,159	309,788
Noncontrolling interest	1,360	1,492
Total equity	313,519	311,280	305,684	303,566
Total liabilities and equity	385,527	392,936
Woodbridge Holdings, LLC [Member]
Business Acquisition [Line Items]
Cash and restricted cash	256,627	240,427
Notes receivable, net	410,904	424,267
Notes receivable from related parties	11,750	11,750
Inventory of real estate	203,260	194,713
Office properties and equipment	71,968	72,319
Intangible assets	62,149	63,913
Other assets	73,022	53,158
Total assets	1,089,680	1,060,547
Accounts payable, accrued liabilities and other	117,616	114,263
Deferred tax liabilities, net	101,216	92,609
Notes payable	503,600	502,465
Junior subordinated debentures	150,675	150,038
Total liabilities	873,107	859,375
Stockholders' equity attributable to parent	170,535	157,920
Noncontrolling interest	46,038	43,252
Total equity	216,573	201,172
Total liabilities and equity	$ 1,089,680	$ 1,060,547

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Loans Receivable (Impaired Loans) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Loans Receivable [Abstract]
With a related allowance recorded, Recorded Investment	$ 273	$ 735
With a related allowance recorded, Unpaid Principal Balance	583	1,664
With no related allowance recorded, Recorded Investment	17,085	17,361
With no related allowance, Unpaid Principal Balance	31,367	35,812
Recorded Investment	17,358	18,096
Unpaid Principal Balance	31,950	37,476
Related Allowance	$ 273	$ 735

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Fair Value Measurement (Schedule Of Fair Value Assets Measured On Nonrecurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	$ 1,741		$ 16,205
Total Impairments	489	[1]	2,658	[2]
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	1,741		16,205
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	110		57
Total Impairments	117	[1]	32	[2]
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	110		57
Impaired real estate held-for-sale and held-for-investment [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	1,631		10,541
Total Impairments	372	[1]	2,321	[2]
Impaired real estate held-for-sale and held-for-investment [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Impaired real estate held-for-sale and held-for-investment [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type
Impaired real estate held-for-sale and held-for-investment [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type	1,631		10,541
Impaired loans held-for-sale [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type			5,607
Total Impairments			305	[2]
Impaired loans held-for-sale [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets nonrecurring, by asset type			$ 5,607

[1] Total impairments represent the amount of losses recognized during the three months ended March 31, 2015 on assets that were held and measured at fair value as of March 31, 2015.

[2] Total impairments represent the amount of losses recognized during the three months ended March 31, 2014 on assets that were held and measured at fair value as of March 31, 2014.

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Notes Payable (Notes Payable Outstanding) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Line of Credit Facility [Line Items]
Notes Payable	$ 17,158	$ 17,923
Carrying Amount of Pledged Assets	36,808	37,932
Wells Fargo Capital Finance [Member]
Line of Credit Facility [Line Items]
Notes Payable	7,679	8,028
Carrying Amount of Pledged Assets	22,915	24,062
Anastasia Note [Member]
Line of Credit Facility [Line Items]
Notes Payable	7,244	7,214
Interest Rate	5.00%	5.00%
Carrying Amount of Pledged Assets	11,736	11,699
Centennial Bank [Member]
Line of Credit Facility [Line Items]
Notes Payable	1,637	1,645
Interest Rate	5.25%	5.25%
Carrying Amount of Pledged Assets	2,132	2,145
Holdback Notes [Member]
Line of Credit Facility [Line Items]
Notes Payable	580	1,016
Other [Member]
Line of Credit Facility [Line Items]
Notes Payable	18	20
Interest Rate	0.90%	0.90%
Carrying Amount of Pledged Assets	$ 25	$ 26

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Loans Receivable (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2015 loan	Mar. 31, 2014 loan
Loans Receivable [Abstract]
Foreclosure proceedings in-process on consumer loans	$ 1,200,000
Troubled debt restructurings	0	0
Loans modified, troubled debt restructurings, number	0	0
Commitments to lend additional funds on impaired loans	$ 0

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Investment in Woodbridge Holdings, LLC

3 Months Ended

Mar. 31, 2015

Equity Method Investments And Joint Ventures [Abstract]

Investment in Woodbridge Holdings, LLC

2.Investment in Woodbridge Holdings, LLC

On April 2, 2013, the Company invested $71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The investment was made in connection with Woodbridge’s acquisition on April 2, 2013 of the publicly held shares of Bluegreen. BFC holds the remaining 54% of Woodbridge’s outstanding equity interests and is the managing member of Woodbridge. Since BFC is the majority owner of Woodbridge and the managing member, the Company’s investment in Woodbridge is accounted for under the equity method.  The Company’s investment in Woodbridge consisted of $60.4 million in cash (including $0.4 million in transaction costs) and a promissory note in Woodbridge’s favor in the principal amount of $11.75 million. In connection with the Company’s investment in Woodbridge, the Company and BFC entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company’s and BFC’s respective rights as members of Woodbridge and provides, among other things, for unanimity on certain specified “major decisions” and for distributions to be made on a pro rata basis in accordance with the Company’s and BFC’s percentage equity interests in Woodbridge.

The following is the investment in Woodbridge activity under the equity method for the three months ended March 31, 2015 and March 31, 2014, respectively (in thousands):

		For the Three Months Ended
		March 31,
		2015	2014
Investment in Woodbridge - beginning of period		73,026	78,573
Equity earnings in Woodbridge		5,803	6,222
Dividends received from Woodbridge		-	-
Investment in Woodbridge - end of period	$	78,829	84,795

The condensed Statements of Financial Condition as of the dates indicated of Woodbridge Holdings, LLC were as follows (in thousands):

		March 31,	December 31,
		2015	2014
Assets
Cash and restricted cash	$	256,627	240,427
Notes receivable, net		410,904	424,267
Notes receivable from related parties		11,750	11,750
Inventory of real estate		203,260	194,713
Properties and equipment, net		71,968	72,319
Intangible assets		62,149	63,913
Other assets		73,022	53,158
Total assets	$	1,089,680	1,060,547
Liabilities and Equity
Accounts payable, accrued liabilities and other	$	117,616	114,263
Deferred tax liabilities, net		101,216	92,609
Notes payable		503,600	502,465
Junior subordinated debentures		150,675	150,038
Total liabilities		873,107	859,375
Total Woodbridge members' equity		170,535	157,920
Noncontrolling interest		46,038	43,252
Total equity		216,573	201,172
Total liabilities and equity	$	1,089,680	1,060,547

The condensed Statements of Operations of Woodbridge Holdings, LLC were as follows (in thousands):

		For the Three Months Ended
		March 31,
		2015	2014
Total revenues	$	128,430	129,920
Total costs and expenses		105,489	104,979
Other income		1,066	688
Income from continuing operations before taxes		24,007	25,629
Provision for income taxes		8,606	9,145
Net income		15,401	16,484
Net income attributable to noncontrolling interest		(2,786)	(2,958)
Net income attributable to Woodbridge		12,615	13,526
BBX Capital 46% equity earnings in Woodbridge	$	5,803	6,222

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Related Parties (Narrative) (Details) (USD $)	3 Months Ended		0 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Apr. 02, 2013	Apr. 02, 2013	Dec. 31, 2014	Oct. 30, 2013	Dec. 31, 2013	Apr. 30, 2013
Related Party Transaction [Line Items]
Interest Expense	$ 139,000	$ 496,000
Notes payable to related parties	11,750,000				11,750,000
Equity method investments	78,829,000				73,026,000
Equity interest in real estate joint venture					34.00%
Debt Instrument, Basis Spread on Variable Rate	2.00%
Bluegreen [Member]
Related Party Transaction [Line Items]
Business Acquisition Funded Amount						9,400,000
Woodbridge Holdings, LLC [Member]
Related Party Transaction [Line Items]
Interest Expense	147,000	147,000
Equity method investments	78,829,000	84,795,000	71,750,000	71,750,000	73,026,000		78,573,000
Equity interest in real estate joint venture			46.00%	46.00%
Capital contributions			60,000,000
Investment in company, promissory note			11,750,000	11,750,000
Payments to Acquire Investments				60,400,000
BFC Financial Corporation [Member]
Related Party Transaction [Line Items]
Equity interest in real estate joint venture			54.00%	54.00%
BFC Financial Corporation [Member]
Related Party Transaction [Line Items]
Ownership percentage by parent								54.00%
BFC Financial Corporation [Member] | Woodbridge Holdings, LLC [Member]
Related Party Transaction [Line Items]
Equity interest in real estate joint venture			54.00%	54.00%
Renin Corp [Member]
Related Party Transaction [Line Items]
Ownership percentage by parent						81.00%
Ownership percentage by noncontrolling owners						19.00%
Renin Corp [Member] | Bluegreen [Member]
Related Party Transaction [Line Items]
Interest Expense		$ 181,000
Class A Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares issued	15,977,322				15,977,322

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Investments in Unconsolidated Real Estate Joint Ventures (Equity Investments In Unconsolidated Real Estate Joint Ventures) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2013
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures	$ 15,807	$ 16,065
Altis at Kendall Square, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures	1,230	1,264	1,300
Altis at Lakeline - Austin Investors LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures	5,000	5,000
New Urban/BBX Development, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures	968	996
Sunrise and Bayview Partners, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures	1,676	1,723
Hialeah Communities, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures	4,988	5,091
PGA Design Center Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated real estate joint ventures	$ 1,945	$ 1,991

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Inventories (Tables)

3 Months Ended

Mar. 31, 2015

Inventories [Abstract]

Inventories

		March 31,	December 31,
		2015	2014
Raw materials	$	4,946	4,628
Paper goods and packaging materials		4,261	3,834
Finished goods		6,021	6,043
Total	$	15,228	14,505

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Real Estate Held-for-Investment and Real Estate Held-for-Sale (Tables)

3 Months Ended

Mar. 31, 2015

Real Estate Held-for-Investment and Real Estate Held-for-Sale [Abstract]

Real estate held-for-sale

		As of March 31,	As of December 31,
		2015	2014
Land	$	31,546	33,505
Rental properties		1,748	1,748
Residential single-family		6,120	4,385
Other		349	2,095
Total held-for-sale	$	39,763	41,733

Real estate held-for-investment

		As of March 31,	As of December 31,
		2015	2014
Land	$	67,938	60,356
Rental properties		14,374	14,445
Other		1,023	789
Total held-for-investment	$	83,335	75,590

Real estate activity

		For the Three Months Ended
		March 31, 2015		March 31, 2014
		Real Estate		Real Estate
		Held-for-Sale	Held-for-Investment	Held-for-Sale	Held-for-Investment
Beginning of period	$	41,733	75,590	33,971	107,336
Acquired through foreclosure		2,156	-	849	11,562
Transfers		(1,027)	1,027	3,571	(3,571)
Purchases		-	-	-	-
Improvements		-	7,024	-	192
Accumulated depreciation		-	(81)	-	(103)
Sales		(2,952)	-	(4,810)	(4,800)
Impairments		(147)	(225)	(137)	(2,186)
End of Period	$	39,763	83,335	33,444	108,430

Real estate held-for-sale valuation allowance activity

		For the Three Months
		Ended March 31,
		2015	2014
Beginning of period	$	2,940	4,818
Transfer to held-for-investment		(93)	-
Impairments (recoveries)		147	(27)
Sales		(577)	(574)
End of period	$	2,417	4,217

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Real Estate Held-for-Investment and Real Estate Held-for-Sale (Activity in Real Estate Held-For-Sale and Held-For-Investment)(Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Real Estate Held-for-Investment and Real Estate Held-for-Sale [Abstract]
Real estate held-for-sale, beginning of period	$ 41,733	$ 33,971
Real estate held-for-sale, Acquired through foreclosure	2,156	849
Real estate held-for-sale, transfers	(1,027)	3,571
Real estate held-for-sale, sales	(2,952)	(4,810)
Real estate held-for-sale, impairments	(147)	(137)
Real estate held-for-sale, end of period	39,763	33,444
Real estate held for investment, beginning of period	75,590	107,336
Real estate held-for-investment, Acquired through foreclosure		11,562
Real estate held for investment, transfers	1,027	(3,571)
Real estate held for investment, Improvements	7,024	192
Real estate held for investment, Accumulated depreciation	(81)	(103)
Real estate held for investment, sales		(4,800)
Real estate held for investment, impairments	(225)	(2,186)
Real estate held for investment, end of period	$ 83,335	$ 108,430

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Investments in Unconsolidated Real Estate Joint Ventures (Statement Of Operations In Unconsolidated Real Estate Joint Ventures) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Schedule of Equity Method Investments [Line Items]
Total revenues	$ 21,709	$ 20,816
Total costs and expenses	(30,743)	(25,363)
Net income	877	1,291
Equity Method Joint Ventures [Member]
Schedule of Equity Method Investments [Line Items]
Total revenues	379	75
Total costs and expenses	(1,071)	(89)
Net income	$ (692)	$ (14)

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Notes Payable (Tables)

3 Months Ended

Mar. 31, 2015

Notes Payable [Abstract]

Note Payable Outstanding

		As of March 31, 2015				As of December 31, 2014
				Carrying					Carrying
				Amount of					Amount of
		Debt	Interest	Pledged		Debt	Interest		Pledged
		Balance	Rate	Assets		Balance	Rate		Assets
Wells Fargo Capital Finance		7,679	various	22,915		8,028	various		24,062
Anastasia Note		7,244	5.00%	11,736		7,214	5.00%		11,699
Centennial Bank		1,637	5.25%	2,132		1,645	5.25%		2,145
Holdback notes		580	various	-		1,016	various		-
Other		18	0.90%	25		20	0.90%		26
Total Notes Payable	$	17,158		36,808	$	17,923		$	37,932

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Related Parties (Tables)

3 Months Ended

Mar. 31, 2015

Related Parties [Abstract]

Schedule Of Service Arrangements With Related Parties

		For the Three Months Ended
		March 31,
		2015	2014
Other revenues	$	99	115
Expenses:
Employee compensation
and benefits		(185)	(70)
Other - back-office support		(30)	(43)
Net effect of affiliate transactions
before income taxes	$	(116)	2

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Presentation Of Interim Financial Statements

3 Months Ended

Mar. 31, 2015

Presentation Of Interim Financial Statements [Abstract]

Presentation Of Interim Financial Statements

1.  Presentation of Interim Financial Statements

Basis of Financial Statement Presentation – BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) together with its subsidiaries is referred to herein as “the Company”, “we”, “us,” or “our” and is referred to herein without its subsidiaries as “BBX Capital”. BBX Capital was organized under the laws of the State of Florida in 1994. We are involved in the ownership, financing, acquisition, development and management of real estate and real estate related assets, and we are also involved in the investment in or acquisition of operating businesses. 

BBX Capital’s principal asset until July 31, 2012 was its ownership of BankAtlantic and its subsidiaries (“BankAtlantic”).  BankAtlantic was a federal savings bank headquartered in Fort Lauderdale, Florida.  On July 31, 2012, BBX Capital completed the sale to BB&T Corporation (“BB&T”) of all of the issued and outstanding shares of capital stock of BankAtlantic (the stock sale and related transactions described herein are collectively referred to as the “BB&T Transaction”).  Prior to the closing of the BB&T Transaction, BankAtlantic formed two wholly-owned subsidiaries, BBX Capital Asset Management, LLC (“CAM”) and Florida Asset Resolution Group, LLC (“FAR”). 

Prior to the closing of the BB&T Transaction, BankAtlantic contributed approximately $82 million in cash to CAM and certain non-performing commercial loans, commercial real estate and previously written-off assets that had an aggregate carrying value on BankAtlantic’s balance sheet of $125 million as of July 31, 2012.  CAM assumed all liabilities related to these assets.  Prior to the closing of the BB&T Transaction, BankAtlantic distributed all of the membership interests in CAM to the Company. CAM remains a wholly-owned subsidiary of the Company. 

BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and real estate that had an aggregate carrying value on BankAtlantic’s balance sheet of approximately $346 million as of July 31, 2012.  FAR assumed all liabilities related to these assets.  BankAtlantic also contributed approximately $50 million in cash to FAR on July 31, 2012 and thereafter distributed all of the membership interests in FAR to the Company.  At the closing of the BB&T Transaction, the Company transferred to BB&T 95% of the outstanding preferred membership interests in FAR in connection with BB&T’s assumption of the Company’s $285.4 million in principal amount of outstanding trust preferred securities (“TruPS”) obligations. The Company retained the remaining 5% of FAR’s preferred membership interests. Under the terms of the Amended and Restated Limited Liability Company agreement of FAR, which was entered into by the Company and BB&T at the closing, BB&T was entitled to hold its 95% preferred interest in the net cash flows of FAR until it 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’s interest in FAR terminates, and the Company is entitled to any and all residual proceeds from FAR through its ownership of FAR’s Class R units. BB&T’s preferred interest in FAR as of March 31, 2015 had been reduced through cash distributions to $6.1 million.  On May 6, 2015, BB&T’s preferred interest in FAR was repaid in full and redeemed and BBX Capital became the sole member of FAR.

In April 2013, BBX Capital acquired a 46% equity interest in Woodbridge Holdings, LLC (“Woodbridge”).  Woodbridge’s principal asset is its ownership of Bluegreen Corporation and its subsidiaries (“Bluegreen”). Bluegreen manages, markets and sells the Bluegreen Vacation Club, a points-based, deeded vacation ownership plan with more than 180,000 owners.  BFC Financial Corporation (“BFC”), the controlling shareholder of the Company, owns the remaining 54% of Woodbridge (see Note 2 Investment in Woodbridge Holdings, LLC). 

In October 2013, Renin Holdings, LLC (“Renin”), a joint venture owned 81% by BBX Capital and 19% by BFC, acquired substantially all of the assets and certain liabilities of Renin Corp. (“the Renin Transaction”).  Renin manufactures interior closet doors, wall décor, hardware and fabricated glass products. Renin is headquartered in Canada and has two manufacturing, assembly and distribution facilities in Canada and the United States and a distribution facility in the United Kingdom.

In December 2013, BBX Sweet Holdings, LLC (“BBX Sweet Holdings”), a wholly-owned subsidiary of BBX Capital, acquired the outstanding equity interests in Hoffman’s Chocolates and its subsidiaries Boca Bons, LLC and S&F Good Fortunes, LLC (collectively, “Hoffman’s”).  Hoffman’s is a manufacturer of gourmet chocolates, with retail locations in South Florida. In January 2014, BBX Sweet Holdings acquired Williams and Bennett, a Florida based manufacturer of quality chocolate products.  In July 2014, BBX Sweet Holdings acquired Jer’s Chocolates, a California based distributor of peanut butter chocolate products internationally and in the United States and Helen Grace Chocolates, a California based manufacturer of premium chocolate confections, chocolate bars, chocolate candies and truffles.  In October 2014, BBX Sweet Holdings acquired Anastasia Confections Inc., an Orlando, Florida based manufacturer of gourmet candy and chocolate gift products.  In April 2015, BBX Sweet Holdings acquired the assets of Kencraft, Inc. (“Kencraft”).  Kencraft is a Utah based manufacturer of hard candies including lollipops, sugar Easter eggs, bubblegum and icing decorations. 

Certain business combination disclosures required by Topic 805-10-50 for the Kencraft asset acquisition, such as the fair value of the net assets acquired and the supplemental pro forma information, were not available at the date of filing.  The Company engaged valuation firms to provide estimates of the fair value of the assets acquired and liabilities assumed and the valuation reports were not completed as of the filing date.  Additionally, the seller was not able to timely provide the financial information requested by the Company necessary to prepare the supplemental pro forma information as of the filing date. 

On April 30, 2015, BFC purchased 4,771,221 of the Company’s Class A common stock through a tender offer increasing its ownership percent to approximately 81% of the issued and outstanding shares of the Company’s Class A  common stock, which together with the shares of BBX Capital’s Class B common stock owned by BFC, represents an approximate 81% equity interest and 90% voting interest in BBX Capital.

The Company has two classes of common stock. Holders of the Class A common stock are entitled to one vote per share, which in the aggregate represents 53% of the combined voting power of the Class A common stock and the Class B common stock. Class B common stock represents the remaining 47% of the combined vote. At March 31, 2015 BFC owned 100% of the Company’s Class B common stock and 51% of the Company’s outstanding Class A common stock resulting in BFC owning 51% of the Company’s aggregate outstanding common stock and 74% of the voting power of the Company’s common stock as of that date. The percentage of total common equity represented by Class A and Class B common stock was 99% and 1% at March 31, 2015, respectively. The fixed voting percentages will be eliminated, and shares of Class B common stock will be entitled to only one vote per share from and after the date that BFC or its affiliates no longer own in the aggregate at least 97,523 shares of Class B common stock (which is one-half of the number of shares it now owns). Class B common stock is convertible into Class A common stock on a share for share basis.

All significant inter-company balances and transactions have been eliminated in consolidation.  Throughout this document, the term “fair value” in each case is an estimate of fair value as discussed herein.

In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) as are necessary for a fair statement of the Company's consolidated financial condition at March 31, 2015, the consolidated results of operations and consolidated statement of comprehensive income for the three months ended March 31, 2015 and 2014, and the consolidated total equity and cash flows for the three months ended March 31, 2015 and 2014.  The results of operations for the three months ended March 31, 2015 are not necessarily indicative of results of operations that may be expected for the subsequent interim period during 2015 or for the year ended December 31, 2015.  The consolidated financial statements and related notes are presented as permitted by Form 10-Q and should be read in conjunction with the consolidated financial statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Certain amounts for prior years have been reclassified to conform to the revised financial statement presentation for 2014.

Basic earnings per share excludes dilution and is computed by dividing net income attributable to the Company by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if options to issue common shares were exercised or restricted stock units of the Company were to vest. In calculating diluted earnings per share, net income attributable to the Company is divided by the weighted average number of common shares. Options and restricted stock units are included in the weighted average number of common shares outstanding based on the treasury stock method, if dilutive.  During the three months ended March 31, 2015 and 2014, options to acquire 15,481 and 21,282 shares of Class A common stock were anti-dilutive, respectively. 

New Accounting Pronouncements:

The FASB has issued the following accounting pronouncements and guidance relevant to the Company’s operations during the first quarter of 2015 (See the Company’s annual report on Form 10-K for the year ended December 31, 2014 for accounting pronouncements issued prior to the first quarter of 2015 relevant to the Company’s operations):

Update Number 2015-05 –– Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.  This update provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract.The standard is effective for annual and interim reporting periods beginning after December 15, 2015.  Early application is permitted.  The adoption of this update is not expected to have a material impact on the Company’s financial statements.

Update Number 2015-03 –– Interest - Imputation of Interest  (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.  This update requires that debt issuance costs related to a recognized debt liability be presented in the Statement of Financial Condition as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The standard is effective for annual and interim reporting periods beginning after December 15, 2015.  Early application is permitted.  The adoption of this update is not expected to have a material impact on the Company’s financial statements.

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Schedule Of Segment Information

						Adjusting
						and
					Sweet	Elimination
For the Three Months Ended:		BBX	FAR	Renin	Holdings	Entries	Total
March 31, 2015:
Revenues	$	872	1,440	13,524	6,011	(138)	21,709
Costs and expenses		(8,776)	(1,675)	(13,882)	(6,548)	138	(30,743)
Foreign currency exchange loss		-	-	(469)	-	-	(469)
Recoveries from loan losses		3,198	623	-	-	-	3,821
Asset (impairments) recoveries		(38)	1,101	-	-	-	1,063
Equity earnings in unconsolidated companies		5,499	-	-	-	-	5,499
Segment income (loss) before income taxes		755	1,489	(827)	(537)	-	880
Provision for income tax		3	-	-	-	-	3
Net income (loss)	$	752	1,489	(827)	(537)	-	877
Total assets	$	551,834	94,839	22,915	31,861	(315,922)	385,527
Equity method investments
included in total assets	$	94,636	-	-	-	-	94,636
Expenditures for segment assets	$	13	175	-	308	-	496
Depreciation and amortization	$	49	166	149	419	-	783

						Adjusting
						and
					Sweet	Elimination	Segment
For the Three Months Ended:		BBX	FAR	Renin	Holdings	Entries	Total
March 31, 2014:
Revenues	$	1,016	3,310	13,826	2,729	(65)	20,816
Costs and expenses		(6,274)	(2,671)	(13,871)	(2,612)	65	(25,363)
Foreign currency exchange loss		-	-	(307)	-	-	(307)
Recoveries from  loan losses		1,004	244	-	-	-	1,248
Asset impairments		(81)	(1,238)	-	-	-	(1,319)
Equity earnings in unconsolidated companies		6,216	-	-	-	-	6,216
Segment income (loss) before income taxes		1,881	(355)	(352)	117	-	1,291
Provision for income tax		-	-	-	-	-	-
Net income (loss)	$	1,881	(355)	(352)	117	-	1,291
Total assets	$	532,178	150,536	23,976	8,786	(298,581)	416,895
Equity method investments included in
total assets	$	88,141	-	-	-	-	88,141
Expenditures for segment assets	$	8	-	6	-	-	14
Depreciation and amortization	$	151	148	137	98	-	534

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Consolidated Variable Interest Entities (Carrying amount of the assets and liabilities of FAR) (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Variable Interest Entity [Line Items]
Restricted cash	$ 2,645,000
Loans held-for-sale	32,072,000	35,423,000
Loans receivable	26,582,000	26,844,000
Real estate held for sale	39,763,000	41,733,000	33,444,000	33,971,000
Carrying value of property	17,542,000	17,679,000
Other assets	5,848,000	4,019,000
Total assets	385,527,000	392,936,000	416,895,000
BB&T preferred interest in FAR	6,132,000	12,348,000
Principal and interest advances on residential loans	11,364,000	11,171,000
Other liabilities	25,604,000	28,464,000
Total liabilities	72,008,000	81,656,000
Variable Interest Entity [Member]
Variable Interest Entity [Line Items]
Restricted cash	250,000	0
Loans held-for-sale	32,072,000	35,423,000
Loans receivable	18,740,000	18,972,000
Carrying value of property	8,439,000	8,350,000
Other assets	1,512,000	1,017,000
BB&T preferred interest in FAR	6,132,000	12,348,000
Principal and interest advances on residential loans	11,364,000	11,171,000
Other liabilities	980,000	1,431,000
Class A Units in FAR [Member] | Variable Interest Entity [Member]
Variable Interest Entity [Line Items]
Cash and due from banks	2,650,000	4,976,000
Restricted cash	250,000
Loans held-for-sale	32,072,000	35,423,000
Loans receivable	18,740,000	18,972,000
Real estate held-for-investment	18,503,000	18,340,000
Real estate held for sale	13,059,000	13,745,000
Carrying value of property	8,439,000	8,350,000
Other assets	1,126,000	638,000
Total assets	94,839,000	100,444,000
BB&T preferred interest in FAR	6,132,000	12,348,000
Principal and interest advances on residential loans	11,364,000	11,171,000
Other liabilities	838,000	1,315,000
Total liabilities	$ 18,334,000	$ 24,834,000

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Loans Receivable (Average Recorded Investment And Interest Income Recognized On Impaired Loans) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Loans Receivable [Abstract]
With an allowance recorded, Average Recorded Investment	$ 273	$ 811
With no related allowance recorded, Average Recorded Investment	17,145	44,380
With an allowance recorded, Interest Income Recognized	1
With no related allowance recorded, Interest Income Recognized	228	274
Average Recorded Investment	17,418	45,191
Interest Income Recognized	$ 229	$ 274

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Consolidated Statements Of Financial Condition (USD $)	Mar. 31, 2015	Dec. 31, 2014
ASSETS
Cash and interest bearing deposits in banks ($2,738 and $4,993 in Variable Interest Entities ("VIEs"))	$ 39,952,000	$ 58,819,000
Restricted cash and time deposits at financial institutions ($250 and $0 in VIEs)	2,645,000
Loans held-for-sale ($32,072 and $35,423 in VIEs)	32,072,000	35,423,000
Loans receivable, net of allowance for loan losses of $381 and $977 ($18,740 and $18,972, net of allowance of $381 and $977 in VIEs)	26,582,000	26,844,000
Trade receivables, net of allowance for bad debts of $101 and $148	12,264,000	13,416,000
Real estate held-for-investment ($19,346 and $19,156 in VIEs)	83,335,000	75,590,000
Real estate held-for-sale ($13,059 and $13,745 in VIEs)	39,763,000	41,733,000
Investment in unconsolidated real estate joint ventures	15,807,000	16,065,000
Investment in Woodbridge Holdings, LLC	78,829,000	73,026,000
Properties and equipment, net ($8,439 and $8,350 in VIEs)	17,542,000	17,679,000
Inventories	15,228,000	14,505,000
Goodwill and other intangible assets, net	15,660,000	15,817,000
Other assets ($1,512 and $1,017 in VIEs)	5,848,000	4,019,000
Total assets	385,527,000	392,936,000
Liabilities:
BB&T preferred interest in FAR, LLC ($6,132 and $12,348 in VIEs)	6,132,000	12,348,000
Notes payable to related parties	11,750,000	11,750,000
Notes payable	17,158,000	17,923,000
Principal and interest advances on residential loans ($11,364 and $11,171 in VIEs)	11,364,000	11,171,000
Other liabilities ($980 and $1,431 in VIEs)	25,604,000	28,464,000
Total liabilities	72,008,000	81,656,000
Commitments and contingencies (Note 13)
Equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	349,168,000	347,937,000
Accumulated deficit	(37,362,000)	(38,396,000)
Accumulated other comprehensive income	191,000	85,000
Total BBX Capital Corporation shareholders' equity	312,159,000	309,788,000
Noncontrolling interest	1,360,000	1,492,000
Total equity	313,519,000	311,280,000
Total liabilities and equity	385,527,000	392,936,000
Class A Common Stock [Member]
Equity:
Common Stock	160,000	160,000
Class B Common Stock [Member]
Equity:
Common Stock	$ 2,000	$ 2,000

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Loans Held-For-Sale (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Loans held-for-sale [Line Items]
Proceeds from sale of loans	$ 89,000
Residential [Member]
Loans held-for-sale [Line Items]
Loans held for sale	$ 16,200,000

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Consolidated Statements Of Total Equity (USD $) In Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	(Accumulated Deficit) [Member]	Accumulated Other Comprehensive Income [Member]	BBX Capital Corporation Equity [Member]	Non-Controlling Interest [Member]	Total
BALANCE at Dec. 31, 2013	$ 160	$ 345,300	$ (43,091)	$ 13	$ 302,382	$ 1,184	$ 303,566
Net income			1,358		1,358	(67)	1,291
Noncontrolling interest distributions						(157)	(157)
Noncontrolling interest contributions						99	99
Other comprehensive income				24	24	6	30
Share-based compensation expense		855			855		855
BALANCE at Mar. 31, 2014	160	346,155	(41,733)	37	304,619	1,065	305,684
BALANCE at Dec. 31, 2014	162	347,937	(38,396)	85	309,788	1,492	311,280
Net income			1,034		1,034	(157)	877
Other comprehensive income				106	106	25	131
Share-based compensation expense		1,231			1,231		1,231
BALANCE at Mar. 31, 2015	$ 162	$ 349,168	$ (37,362)	$ 191	$ 312,159	$ 1,360	$ 313,519

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Inventories (Schedule Of Inventories) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Inventories [Abstract]
Raw materials	$ 4,946	$ 4,628
Paper goods and packaging materials	4,261	3,834
Finished goods	6,021	6,043
Total inventory	$ 15,228	$ 14,505

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Investment in Woodbridge Holdings, LLC (Narrative) (Details) (USD $)	0 Months Ended
	Apr. 02, 2013	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]
Equity method investments		$ 78,829,000	$ 73,026,000
Equity interest in real estate joint venture			34.00%
Woodbridge Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments	71,750,000	78,829,000	73,026,000	84,795,000	78,573,000
Equity interest in real estate joint venture	46.00%
Cash payment for investment	60,400,000
Equity method investments transaction costs	400,000
Investment in company, promissory note	$ 11,750,000
BFC Financial Corporation [Member] | Woodbridge Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest in real estate joint venture	54.00%

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Segment Reporting (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Revenues	$ 21,709,000	$ 20,816,000
Costs and expenses	(30,743,000)	(25,363,000)
Foreign currency exchange loss	(469,000)	(307,000)
Recoveries from loan losses	3,821,000	1,248,000
Asset recoveries (impairments), net	1,063,000	(1,319,000)
Equity earnings in unconsolidated companies	5,499,000	6,216,000
Income before income taxes	880,000	1,291,000
Provision for income taxes	3,000
Income (loss) from continuing operations	877,000	1,291,000
Total assets	385,527,000	416,895,000	392,936,000
Equity method investments included in total assets	94,636,000	88,141,000
Expenditures for segment assets	496,000	14,000
Depreciation and amortization	783,000	534,000
BBX Sweet Holdings LLC [Member]
Segment Reporting Information [Line Items]
Acquisition related costs	165,000
Adjusting And Elimination Entries [Member]
Segment Reporting Information [Line Items]
Revenues	(138,000)	(65,000)
Costs and expenses	138,000	65,000
Total assets	(315,922,000)	(298,581,000)
BBX Capital [Member]
Segment Reporting Information [Line Items]
Revenues	872,000	1,016,000
Costs and expenses	(8,776,000)	(6,274,000)
Recoveries from loan losses	3,198,000	1,004,000
Asset recoveries (impairments), net	(38,000)	(81,000)
Equity earnings in unconsolidated companies	5,499,000	6,216,000
Income before income taxes	755,000	1,881,000
Provision for income taxes	3,000
Income (loss) from continuing operations	752,000	1,881,000
Total assets	551,834,000	532,178,000
Equity method investments included in total assets	94,636,000	88,141,000
Expenditures for segment assets	13,000	8,000
Depreciation and amortization	49,000	151,000
Florida Asset Resolution Group, LLC [Member]
Segment Reporting Information [Line Items]
Revenues	1,440,000	3,310,000
Costs and expenses	(1,675,000)	(2,671,000)
Recoveries from loan losses	623,000	244,000
Asset recoveries (impairments), net	1,101,000	(1,238,000)
Income before income taxes	1,489,000	(355,000)
Income (loss) from continuing operations	1,489,000	(355,000)
Total assets	94,839,000	150,536,000
Expenditures for segment assets	175,000
Depreciation and amortization	166,000	148,000
Renin Corp [Member]
Segment Reporting Information [Line Items]
Revenues	13,524,000	13,826,000
Costs and expenses	(13,882,000)	(13,871,000)
Foreign currency exchange loss	(469,000)	(307,000)
Income before income taxes	(827,000)	(352,000)
Income (loss) from continuing operations	(827,000)	(352,000)
Total assets	22,915,000	23,976,000
Expenditures for segment assets		6,000
Depreciation and amortization	149,000	137,000
BBX Sweet Holdings LLC [Member]
Segment Reporting Information [Line Items]
Revenues	6,011,000	2,729,000
Costs and expenses	(6,548,000)	(2,612,000)
Income before income taxes	(537,000)	117,000
Income (loss) from continuing operations	(537,000)	117,000
Total assets	31,861,000	8,786,000
Expenditures for segment assets	308,000
Depreciation and amortization	$ 419,000	$ 98,000

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Presentation Of Interim Financial Statements (Policies)

3 Months Ended

Mar. 31, 2015

Presentation Of Interim Financial Statements [Abstract]

Basis of Financial Statement Presentation

Basis of Financial Statement Presentation – BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) together with its subsidiaries is referred to herein as “the Company”, “we”, “us,” or “our” and is referred to herein without its subsidiaries as “BBX Capital”. BBX Capital was organized under the laws of the State of Florida in 1994. We are involved in the ownership, financing, acquisition, development and management of real estate and real estate related assets, and we are also involved in the investment in or acquisition of operating businesses. 

BBX Capital’s principal asset until July 31, 2012 was its ownership of BankAtlantic and its subsidiaries (“BankAtlantic”).  BankAtlantic was a federal savings bank headquartered in Fort Lauderdale, Florida.  On July 31, 2012, BBX Capital completed the sale to BB&T Corporation (“BB&T”) of all of the issued and outstanding shares of capital stock of BankAtlantic (the stock sale and related transactions described herein are collectively referred to as the “BB&T Transaction”).  Prior to the closing of the BB&T Transaction, BankAtlantic formed two wholly-owned subsidiaries, BBX Capital Asset Management, LLC (“CAM”) and Florida Asset Resolution Group, LLC (“FAR”). 

Prior to the closing of the BB&T Transaction, BankAtlantic contributed approximately $82 million in cash to CAM and certain non-performing commercial loans, commercial real estate and previously written-off assets that had an aggregate carrying value on BankAtlantic’s balance sheet of $125 million as of July 31, 2012.  CAM assumed all liabilities related to these assets.  Prior to the closing of the BB&T Transaction, BankAtlantic distributed all of the membership interests in CAM to the Company. CAM remains a wholly-owned subsidiary of the Company. 

BankAtlantic contributed to FAR certain performing and non-performing loans, tax certificates and real estate that had an aggregate carrying value on BankAtlantic’s balance sheet of approximately $346 million as of July 31, 2012.  FAR assumed all liabilities related to these assets.  BankAtlantic also contributed approximately $50 million in cash to FAR on July 31, 2012 and thereafter distributed all of the membership interests in FAR to the Company.  At the closing of the BB&T Transaction, the Company transferred to BB&T 95% of the outstanding preferred membership interests in FAR in connection with BB&T’s assumption of the Company’s $285.4 million in principal amount of outstanding trust preferred securities (“TruPS”) obligations. The Company retained the remaining 5% of FAR’s preferred membership interests. Under the terms of the Amended and Restated Limited Liability Company agreement of FAR, which was entered into by the Company and BB&T at the closing, BB&T was entitled to hold its 95% preferred interest in the net cash flows of FAR until it 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’s interest in FAR terminates, and the Company is entitled to any and all residual proceeds from FAR through its ownership of FAR’s Class R units. BB&T’s preferred interest in FAR as of March 31, 2015 had been reduced through cash distributions to $6.1 million.  On May 6, 2015, BB&T’s preferred interest in FAR was repaid in full and redeemed and BBX Capital became the sole member of FAR.

In April 2013, BBX Capital acquired a 46% equity interest in Woodbridge Holdings, LLC (“Woodbridge”).  Woodbridge’s principal asset is its ownership of Bluegreen Corporation and its subsidiaries (“Bluegreen”). Bluegreen manages, markets and sells the Bluegreen Vacation Club, a points-based, deeded vacation ownership plan with more than 180,000 owners.  BFC Financial Corporation (“BFC”), the controlling shareholder of the Company, owns the remaining 54% of Woodbridge (see Note 2 Investment in Woodbridge Holdings, LLC). 

In October 2013, Renin Holdings, LLC (“Renin”), a joint venture owned 81% by BBX Capital and 19% by BFC, acquired substantially all of the assets and certain liabilities of Renin Corp. (“the Renin Transaction”).  Renin manufactures interior closet doors, wall décor, hardware and fabricated glass products. Renin is headquartered in Canada and has two manufacturing, assembly and distribution facilities in Canada and the United States and a distribution facility in the United Kingdom.

In December 2013, BBX Sweet Holdings, LLC (“BBX Sweet Holdings”), a wholly-owned subsidiary of BBX Capital, acquired the outstanding equity interests in Hoffman’s Chocolates and its subsidiaries Boca Bons, LLC and S&F Good Fortunes, LLC (collectively, “Hoffman’s”).  Hoffman’s is a manufacturer of gourmet chocolates, with retail locations in South Florida. In January 2014, BBX Sweet Holdings acquired Williams and Bennett, a Florida based manufacturer of quality chocolate products.  In July 2014, BBX Sweet Holdings acquired Jer’s Chocolates, a California based distributor of peanut butter chocolate products internationally and in the United States and Helen Grace Chocolates, a California based manufacturer of premium chocolate confections, chocolate bars, chocolate candies and truffles.  In October 2014, BBX Sweet Holdings acquired Anastasia Confections Inc., an Orlando, Florida based manufacturer of gourmet candy and chocolate gift products.  In April 2015, BBX Sweet Holdings acquired the assets of Kencraft, Inc. (“Kencraft”).  Kencraft is a Utah based manufacturer of hard candies including lollipops, sugar Easter eggs, bubblegum and icing decorations. 

Certain business combination disclosures required by Topic 805-10-50 for the Kencraft asset acquisition, such as the fair value of the net assets acquired and the supplemental pro forma information, were not available at the date of filing.  The Company engaged valuation firms to provide estimates of the fair value of the assets acquired and liabilities assumed and the valuation reports were not completed as of the filing date.  Additionally, the seller was not able to timely provide the financial information requested by the Company necessary to prepare the supplemental pro forma information as of the filing date. 

On April 30, 2015, BFC purchased 4,771,221 of the Company’s Class A common stock through a tender offer increasing its ownership percent to approximately 81% of the issued and outstanding shares of the Company’s Class A  common stock, which together with the shares of BBX Capital’s Class B common stock owned by BFC, represents an approximate 81% equity interest and 90% voting interest in BBX Capital.

The Company has two classes of common stock. Holders of the Class A common stock are entitled to one vote per share, which in the aggregate represents 53% of the combined voting power of the Class A common stock and the Class B common stock. Class B common stock represents the remaining 47% of the combined vote. At March 31, 2015 BFC owned 100% of the Company’s Class B common stock and 51% of the Company’s outstanding Class A common stock resulting in BFC owning 51% of the Company’s aggregate outstanding common stock and 74% of the voting power of the Company’s common stock as of that date. The percentage of total common equity represented by Class A and Class B common stock was 99% and 1% at March 31, 2015, respectively. The fixed voting percentages will be eliminated, and shares of Class B common stock will be entitled to only one vote per share from and after the date that BFC or its affiliates no longer own in the aggregate at least 97,523 shares of Class B common stock (which is one-half of the number of shares it now owns). Class B common stock is convertible into Class A common stock on a share for share basis.

All significant inter-company balances and transactions have been eliminated in consolidation.  Throughout this document, the term “fair value” in each case is an estimate of fair value as discussed herein.

In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) as are necessary for a fair statement of the Company's consolidated financial condition at March 31, 2015, the consolidated results of operations and consolidated statement of comprehensive income for the three months ended March 31, 2015 and 2014, and the consolidated total equity and cash flows for the three months ended March 31, 2015 and 2014.  The results of operations for the three months ended March 31, 2015 are not necessarily indicative of results of operations that may be expected for the subsequent interim period during 2015 or for the year ended December 31, 2015.  The consolidated financial statements and related notes are presented as permitted by Form 10-Q and should be read in conjunction with the consolidated financial statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Certain amounts for prior years have been reclassified to conform to the revised financial statement presentation for 2014.

Basic earnings per share excludes dilution and is computed by dividing net income attributable to the Company by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if options to issue common shares were exercised or restricted stock units of the Company were to vest. In calculating diluted earnings per share, net income attributable to the Company is divided by the weighted average number of common shares. Options and restricted stock units are included in the weighted average number of common shares outstanding based on the treasury stock method, if dilutive.  During the three months ended March 31, 2015 and 2014, options to acquire 15,481 and 21,282 shares of Class A common stock were anti-dilutive, respectively. 

New Accounting Pronouncements

New Accounting Pronouncements:

The FASB has issued the following accounting pronouncements and guidance relevant to the Company’s operations during the first quarter of 2015 (See the Company’s annual report on Form 10-K for the year ended December 31, 2014 for accounting pronouncements issued prior to the first quarter of 2015 relevant to the Company’s operations):

Update Number 2015-05 –– Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.  This update provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract.The standard is effective for annual and interim reporting periods beginning after December 15, 2015.  Early application is permitted.  The adoption of this update is not expected to have a material impact on the Company’s financial statements.

Update Number 2015-03 –– Interest - Imputation of Interest  (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.  This update requires that debt issuance costs related to a recognized debt liability be presented in the Statement of Financial Condition as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The standard is effective for annual and interim reporting periods beginning after December 15, 2015.  Early application is permitted.  The adoption of this update is not expected to have a material impact on the Company’s financial statements.

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Investment in Woodbridge Holdings, LLC (Investment in venture and the adjustment to investment ) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Apr. 02, 2013
Business Acquisition [Line Items]
Investment in Woodbridge, Beginning of Period	$ 73,026
Equity earnings in Woodbridge Holdings, LLC	5,803	6,222
Investment in Woodbridge, End of Period	78,829
Woodbridge Holdings, LLC [Member]
Business Acquisition [Line Items]
Investment in Woodbridge, Beginning of Period	73,026	78,573	71,750
Equity earnings in Woodbridge Holdings, LLC	5,803	6,222
Investment in Woodbridge, End of Period	$ 78,829	$ 84,795	$ 71,750

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Consolidated Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2015

Florida Asset Resolution Group, LLC [Member]

Variable Interest Entity [Line Items]

Carrying amount of the assets and liabilities

		March 31,	December 31,
		2015	2014
Cash and interest bearing deposits in banks	$	2,650	4,976
Restricted cash		250	-
Loans held-for-sale		32,072	35,423
Loans receivable, net		18,740	18,972
Real estate held-for-investment		18,503	18,340
Real estate held-for-sale		13,059	13,745
Properties and equipment, net		8,439	8,350
Other assets		1,126	638
Total assets	$	94,839	100,444
BB&T preferred interest in FAR, LLC	$	6,132	12,348
Principal and interest advances on residential loans		11,364	11,171
Other liabilities		838	1,315
Total liabilities	$	18,334	24,834

JRG/BBX Development, LLC (“North Flagler”) [Member]

Variable Interest Entity [Line Items]

Carrying amount of the assets and liabilities

		March 31,	December 31,
		2015	2014
Cash and interest bearing deposits in banks	$	88	17
Real estate held-for-investment		843	816
Other assets		386	379
Total assets	$	1,317	1,212
Other liabilities	$	142	116
Noncontrolling interest	$	132	132

XML

Fair Value Measurement (Schedule Of Quantitative Fair Value Measurements) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value	$ 1,741		$ 16,205
Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value	110		57
Valuation technique	Fair Value of Collateral		Fair Value of Collateral
Impaired real estate held-for-sale and held-for-investment [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value	1,631		10,541
Valuation technique	Fair Value of Property		Fair Value of Property
Impaired loans held-for-sale [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value			5,607
Valuation technique			Fair Value of Collateral
Minimum [Member] | Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value	300	[1],[2]	100	[1],[2]
Minimum [Member] | Impaired real estate held-for-sale and held-for-investment [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value	200	[1],[2]	100	[1],[2]
Minimum [Member] | Impaired loans held-for-sale [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value			100	[1],[2]
Maximum [Member] | Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value			200	[1],[2]
Maximum [Member] | Impaired real estate held-for-sale and held-for-investment [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value	1,000	[1],[2]	9,000	[1],[2]
Maximum [Member] | Impaired loans held-for-sale [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value			700
Weighted Average [Member] | Loans Measured For Impairment Using The Fair Value Of The Underlying Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value			200	[1],[2]
Weighted Average [Member] | Impaired real estate held-for-sale and held-for-investment [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value	600	[1],[2]	2,200	[1],[2]
Weighted Average [Member] | Impaired loans held-for-sale [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value			$ 100	[1],[2]

[1] Range and average appraised values were reduced by costs to sell.

[2] Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Consolidated Statements Of Cash Flows [Abstract]
Net cash used in operating activities	$ (10,849)	$ (7,710)
Investing activities:
Proceeds from redemption and maturities of tax certificates	96	321
Repayments of loans receivable, net	6,658	5,605
Proceeds from the sale of loans receivable	89
Additions to real estate held-for-investment	(7,024)	(193)
Proceeds from sales of real estate held-for-sale	2,866	4,852
Proceeds from the contribution of real estate to unconsolidated real estate joint ventures		2,880
Purchases of properties and equipment	(496)	(14)
Investments in unconsolidated real estate joint ventures	(68)	(72)
Increase in restricted cash and time deposits at financial intstitutions	(2,645)
Acquisitions of businesses, net of cash acquired		1,900
Net cash (used in) provided by investing activities	(524)	11,479
Financing activities:
Repayment of BB&T preferred interest in FAR, LLC	(6,216)	(14,013)
Proceeds from notes payable to related parties		600
Repayment of notes payable to related parties		(250)
Repayment of notes payable	(1,278)	(267)
Noncontrolling interest contributions		99
Noncontrolling interest distributions		(157)
Net cash used in financing activities	(7,494)	(13,988)
Decrease in cash and cash equivalents	(18,867)	(10,219)
Cash and cash equivalents at the beginning of period	58,819	43,138
Cash and cash equivalents at end of period	39,952	32,919
Cash paid for:
Interest paid	305	765
Income taxes	3
Supplementary disclosure of non-cash investing and financing activities:
Loans and tax certificates transferred to real estate held for investment or real estate held-for-sale	2,156	12,406
Real estate held-for-investment transferred to investment in real estate joint ventures		1,920
Transfer from real estate-held-for-investment to real estate-held-for-sale	1,027
Change in accumulated other comprehensive income	$ 131	$ 30

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Consolidated Statements Of Financial Condition (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Restricted cash and time deposits at financial institutions	$ 2,645,000
Loans held-for-sale	32,072,000	35,423,000
Loans receivable	26,582,000	26,844,000
Loans receivable, allowance for loan losses	381,000	977,000
Trade receivables, allowance for bad debts	101,000	148,000
Real estate held-for-investment	83,335,000	75,590,000
Real Estate Held For Development And Sale	39,763,000	41,733,000
Carrying value of property	17,542,000	17,679,000
Other assets	5,848,000	4,019,000
BB&T preferred interest in FAR	6,132,000	12,348,000
Principal and interest advances on residential loans	11,364,000	11,171,000
Other liabilities	25,604,000	28,464,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	15,977,322	15,977,322
Common stock, shares outstanding	15,977,322	15,977,322
Class B Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,800,000	1,800,000
Common stock, shares issued	195,045	195,045
Common stock, shares outstanding	195,045	195,045
Variable Interest Entity [Member]
Cash	2,738,000	4,993,000
Restricted cash and time deposits at financial institutions	250,000	0
Loans held-for-sale	32,072,000	35,423,000
Loans receivable	18,740,000	18,972,000
Loans receivable, allowance for loan losses	381,000	977,000
Real estate held-for-investment	19,346,000	19,156,000
Real Estate Held For Development And Sale	13,059,000	13,745,000
Carrying value of property	8,439,000	8,350,000
Other assets	1,512,000	1,017,000
BB&T preferred interest in FAR	6,132,000	12,348,000
Principal and interest advances on residential loans	11,364,000	11,171,000
Other liabilities	$ 980,000	$ 1,431,000

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Related Parties

3 Months Ended

Mar. 31, 2015

Related Parties [Abstract]

Related Parties

10.   Related Parties

The Company, BFC and Bluegreen are entities under common control. The controlling shareholder of the Company and Bluegreen is BFC.  Shares of BFC’s capital stock representing a majority of the voting power are owned or controlled by the Company’s Chairman and Vice Chairman, both of whom are also executive officers of the Company, executive officers and directors of BFC and directors and Chairman and Vice Chairman of Bluegreen. The Company, BFC and Bluegreen share certain office premises and employee services, pursuant to the agreements described below.

Effective December 1, 2012, the Company entered into an agreement with BFC under which the Company provides office facilities to BFC and is reimbursed by BFC based on cost. BFC also provides risk management services to the Company and BFC is reimbursed by the Company based on cost. The Company’s employees are provided health insurance under policies maintained by Bluegreen for which Bluegreen is reimbursed at cost. 

The table below shows the effect of these related party agreements and arrangements on the Company’s consolidated statements of operations for the three months ended March 31, 2015 and 2014 (in thousands):

		For the Three Months Ended
		March 31,
		2015	2014
Other revenues	$	99	115
Expenses:
Employee compensation
and benefits		(185)	(70)
Other - back-office support		(30)	(43)
Net effect of affiliate transactions
before income taxes	$	(116)	2

On October 30, 2013, Renin, which is owned 81% by the Company and 19% by BFC, was formed by the Company and BFC to complete the Renin Transaction. Bluegreen funded approximately $9.4 million of the Renin Transaction consideration in the form of a loan and revolver facility and the remaining funds necessary to complete the Renin Transaction were funded by BBX Capital and BFC pro rata in accordance with their percentage equity interests. Renin recognized $181,000, respectively, of interest expense under the Bluegreen loan for the three months ended March 31, 2014.

As disclosed in Note 2, on April 2, 2013, the Company invested $71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The investment was made in connection with Woodbridge’s acquisition of the publicly held shares of Bluegreen. BFC holds the remaining 54% of Woodbridge.  The Company contributed $60 million in cash and issued to Woodbridge an $11.75 million note payable in connection with the Company’s acquisition of its 46% equity interest in Woodbridge.  During each of the three month periods ending March 31, 2015 and 2014, the Company recognized $147,000 of interest expense in connection with the Woodbridge note payable. 

XML

Document And Entity Information	3 Months Ended
	Mar. 31, 2015	May 04, 2015
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015
Entity Registrant Name	BBX CAPITAL CORPORATION
Entity Central Index Key	0000921768
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		15,977,322
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		195,045

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Segment Reporting

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Segment Reporting

11.   Segment Reporting

The information provided for Segment Reporting is based on internal reports utilized by management. Results of operations are reported through four reportable segments: BBX, FAR, Renin and Sweet Holdings.

The BBX reportable segment includes the results of operations of CAM and BBX Partners and the Company’s equity interest in Woodbridge.  BBX’s activities consisted of the activities associated with managing its commercial loan portfolio, real estate properties, and portfolio of charged off loans as well as its investment in Woodbridge and investments in real estate joint ventures. 

The FAR reportable segment consists of the activities associated with overseeing the management and monetization of FAR’s assets with a view to the repayment of BB&T’s preferred membership interest and maximizing the cash flows of any remaining assets.

The Renin reportable segment consists of the activities of Renin. Total revenues for the Renin reportable segment include $6.5 million of trade sales to two major customers and their affiliates.  Renin’s revenues and properties and equipment located outside of the United States totaled $7.6 million and $1.4 million, respectively, at March 31, 2015.

The Sweet Holdings reportable segment consisted of the activities of Hoffman’s, Williams & Bennett Jer’s, Helen Grace and Anastasia for the three months ended March 31, 2015.  The Sweet Holdings reportable segment consisted of the activities of Hoffman’s and Williams & Bennett for the three months ended March 31, 2014.

The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies.  Intersegment transactions are eliminated in consolidation. 

During the three months ended March 31, 2015 acquisition related costs of $165,000 incurred in connection with the Sweet Holdings reportable segments acquisition activities were included in the results of operations of the BBX reportable segment in costs and expenses. 

Depreciation and amortization consist of: depreciation on properties and equipment and amortization of leasehold improvements, intangible assets and deferred financing costs.

The Company evaluates segment performance based on segment net income after tax. The table below provides segment information for the three months ended March 31, 2015 and 2014 (in thousands): 

						Adjusting
						and
					Sweet	Elimination
For the Three Months Ended:		BBX	FAR	Renin	Holdings	Entries	Total
March 31, 2015:
Revenues	$	872	1,440	13,524	6,011	(138)	21,709
Costs and expenses		(8,776)	(1,675)	(13,882)	(6,548)	138	(30,743)
Foreign currency exchange loss		-	-	(469)	-	-	(469)
Recoveries from loan losses		3,198	623	-	-	-	3,821
Asset (impairments) recoveries		(38)	1,101	-	-	-	1,063
Equity earnings in unconsolidated companies		5,499	-	-	-	-	5,499
Segment income (loss) before income taxes		755	1,489	(827)	(537)	-	880
Provision for income tax		3	-	-	-	-	3
Net income (loss)	$	752	1,489	(827)	(537)	-	877
Total assets	$	551,834	94,839	22,915	31,861	(315,922)	385,527
Equity method investments
included in total assets	$	94,636	-	-	-	-	94,636
Expenditures for segment assets	$	13	175	-	308	-	496
Depreciation and amortization	$	49	166	149	419	-	783

						Adjusting
						and
					Sweet	Elimination	Segment
For the Three Months Ended:		BBX	FAR	Renin	Holdings	Entries	Total
March 31, 2014:
Revenues	$	1,016	3,310	13,826	2,729	(65)	20,816
Costs and expenses		(6,274)	(2,671)	(13,871)	(2,612)	65	(25,363)
Foreign currency exchange loss		-	-	(307)	-	-	(307)
Recoveries from  loan losses		1,004	244	-	-	-	1,248
Asset impairments		(81)	(1,238)	-	-	-	(1,319)
Equity earnings in unconsolidated companies		6,216	-	-	-	-	6,216
Segment income (loss) before income taxes		1,881	(355)	(352)	117	-	1,291
Provision for income tax		-	-	-	-	-	-
Net income (loss)	$	1,881	(355)	(352)	117	-	1,291
Total assets	$	532,178	150,536	23,976	8,786	(298,581)	416,895
Equity method investments included in
total assets	$	88,141	-	-	-	-	88,141
Expenditures for segment assets	$	8	-	6	-	-	14
Depreciation and amortization	$	151	148	137	98	-	534

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Consolidated Statements Of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenues:
Trade sales	$ 19,535	$ 16,555
Interest income	818	1,776
Net gains (losses) on the sales of assets	2	(49)
Income from real estate operations	926	1,493
Other	428	1,041
Total revenues	21,709	20,816
Costs and expenses:
Cost of goods sold	13,835	12,101
BB&T's priority return in FAR distributions	54	331
Interest expense	139	496
Real estate operating expenses	1,180	1,553
Selling, general and administrative expenses	15,535	10,882
Total costs and expenses	30,743	25,363
Equity earnings in Woodbridge Holdings, LLC	5,803	6,222
Equity losses in unconsolidated real estate joint ventures	(304)	(6)
Foreign currency exchange loss	(469)	(307)
Recoveries from loan losses	3,821	1,248
Asset recoveries (impairments), net	1,063	(1,319)
Income before income taxes	880	1,291
Provision for income taxes	3
Net income	877	1,291
Less: net loss attributable to non-controlling interest	157	67
Net income attributable to BBX Capital Corporation	$ 1,034	$ 1,358
Basic earnings per share	$ 0.06	$ 0.08
Diluted earnings per share	$ 0.06	$ 0.08
Basic weighted average number of common shares outstanding	16,172,389	15,985,772
Diluted weighted average number of common and common equivalent shares outstanding	16,725,344	16,698,628

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Loans Held-For-Sale

3 Months Ended

Mar. 31, 2015

Loans Receivable [Abstract]

Loans Held For Sale

5.  Loans Held-for-Sale

Loans held-for-sale were as follows (in thousands):

		March 31,	December 31,
		2015	2014
Residential	$	24,334	27,331
Second-lien consumer		2,468	2,351
Small business		5,270	5,741
Total loans held-for-sale	$	32,072	35,423

Loans held-for-sale are reported at the lower of cost or fair value.  The Company transfers loans to held-for-sale when, based on the current economic environment and related market conditions, it does not have the intent to hold those loans for the foreseeable future.  The Company sold residential loans and first-lien consumer loans in July 2014 and is currently soliciting buyers for its loans held-for-sale portfolio.  The Company transfers loans previously held-for-sale to loans held-for-investment at the lower of cost or fair value on the transfer date.  All loans held-for-sale at March  31, 2015 and December 31, 2014 were owned by FAR.

During the three months ended March 31, 2015, the Company sold two charged off loans for an aggregate gain of $89,000.

As of March 31, 2015, foreclosure proceedings were in-process on $16.2 million of residential loans held for sale.

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Investments in Unconsolidated Real Estate Joint Ventures

3 Months Ended

Mar. 31, 2015

Equity Method Investments And Joint Ventures [Abstract]

Investments in Unconsolidated Real Estate Joint Ventures

4.  Investments in Unconsolidated Real Estate Joint Ventures

The Company had the following investments in unconsolidated real estate joint ventures (in thousands):

		March 31,	December 31,
		2015	2014
Altis at Kendall Square, LLC	$	1,230	1,264
Altis at Lakeline - Austin Investors LLC		5,000	5,000
New Urban/BBX Development, LLC		968	996
Sunrise and Bayview Partners, LLC		1,676	1,723
Hialeah Communities, LLC		4,988	5,091
PGA Design Center Holdings, LLC		1,945	1,991
Investments in unconsolidated real estate joint ventures	$	15,807	16,065

Altis at Kendall Square, LLC (“Kendall Commons”)

In March 2013, the Company invested $1.3 million in a joint venture to develop 321 apartment units. The Company is entitled to receive 13% of the joint venture distributions until a 15% internal rate of return has been attained and then the Company will be entitled to receive 9.75% of any joint venture distributions thereafter.

Altis at Lakeline – Austin Investors, LLC

In December 2014, the Company invested $5.0 million in a joint venture to develop 354 apartment units in Austin, Texas.  The Company contributed 34% of the capital to the joint venture. After the Company receives a preferred return of 9% and all of its capital is returned, the Company will then be entitled to receive 26.3% of any joint venture distributions until an 18% internal rate of return has been attained and thereafter the Company will be entitled to receive 18.8% of any joint venture distributions.  

New Urban/BBX Development, LLC (“Village at Victoria Park”)

In December 2013, the Company entered into a joint venture agreement with New Urban Communities to develop 2 acres of vacant land located near downtown Fort Lauderdale, Florida as 30 single-family homes. The Company and New Urban Communities each have a 50% membership interest in the joint venture and New Urban Communities serves as the developer and the manager. 

In April 2014, the joint venture obtained an acquisition, development and construction loan from a financial institution and the Company and New Urban Communities each contributed $692,000 to the joint venture as a capital contribution. The joint venture purchased the two acre site 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 promissory note bears interest at 8% per annum and is subordinated to the financial institution’s acquisition, development and construction loan.  The Company recorded a deferred gain of $1.1 million included in other liabilities in the Company’s Statement of Financial Condition as of March 31, 2015 and December 31, 2014 on the sale of the vacant land to the joint venture.  The sale of appreciated property to the joint venture resulted in a joint venture basis difference as the Company’s carrying value of the land was $1.1 million lower than the fair value.  The Company accounted for the sale of the vacant land to the joint venture using the cost recovery method.  During the three months ended March 31, 2015, the Company increased by $11,000 the joint venture basis adjustment for the capitalization of interest expense on its average carrying value of investments and advances to the joint venture for the period.  The Company will recognize the deferred gain as the principal balance of the note receivable is paid.  The Company will recognize the joint venture basis adjustment as joint venture equity earnings as the single-family units are sold by the joint venture.

Sunrise and Bayview Partners

In June 2014, the Company entered into a joint venture agreement with an affiliate of Procacci Development Corporation (“PDC”) and the Company and PDC each contributed $1.8 million in the Sunrise and Bayview Partners joint venture.  The Company and PDC each have a 50% interest in the joint venture.  In July 2014, the joint venture borrowed $5.0 million from PDC and acquired for $8.0 million three acres of real estate in Fort Lauderdale, Florida from an unrelated third party. The property is improved with an approximate 84,000 square foot office building along with a convenience store and gas station.   The joint venture refinanced the PDC borrowings with a financial institution and the Company provided the financial institution with a guarantee of 50% of the outstanding balance of the joint venture’s $5.0 million loan.

PGA Design Center Holdings, LLC (“PGA Design Center”)

In December 2013, the Company purchased for $6.1 million a commercial property with three existing buildings consisting of 145,000 square feet of mainly furniture retail space. In January 2014, the Company entered into a joint venture with Stiles Development, and in connection with the formation of the joint venture, the Company sold the commercial property to the joint venture in exchange for $2.9 million in cash and a 40% interest in the joint venture. 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 property contributed to the joint venture excluded certain residential development entitlements with an estimated value of $1.2 million which were transferred to adjacent parcels owned by the Company.

Hialeah Communities, LLC

In July 2014, the Company entered into a joint venture agreement with CC Bonterra to develop approximately 394 homes in a portion of the newly proposed Bonterra community in Hialeah, Florida. 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, the Company received $2.2 million in cash and a joint venture interest with an agreed upon assigned initial capital contribution value of $4.9 million. The Company is entitled to receive 57% of any joint venture distributions until it receives its aggregate capital contributions plus a 9% per annum return on capital.  Any distributions thereafter will be shared 45% by the Company and 55% by CC Bonterra.  The Company contributes 57% of the capital and remained liable as a co-borrower on the $8.3 million mortgage that was assumed by the joint venture. The transfer of the land to the joint venture as an initial capital contribution resulted in a deferred gain of $1.6 million included in other liabilities in the Company’s Statement of Financial Condition as of March 31, 2015 and December 31, 2014 and a joint venture basis adjustment of $2.1 million.   The Company determined that the transfer of the land to the joint venture should be accounted for on the cost recovery method.  During the three months ended March 31, 2015, the Company recognized an increase of $57,000 joint venture basis adjustment for the capitalization of interest expense on its average joint venture carrying value for the period. The deferred gain of $1.6 million will be recognized upon the repayment of the principal balance of the $8.3 million mortgage.  The Company will recognize the joint venture basis adjustment as joint venture equity earnings as single-family units are sold by the joint venture.

In September 2014, the Company contributed additional capital to the joint venture of $1.8 million with CC Bonterra contributing $1.4 million.  The additional capital contributions funded the joint venture purchase of property adjacent to the project for $0.9 million.  The joint venture advanced $2.3 million to a wholly-owned subsidiary of the Company and the wholly-owned subsidiary of the Company used the funds received from the joint venture to purchase $2.3 million of additional property adjacent to the project.  The Company will repay the joint venture advance upon the sale of the property.

In March 2015, the joint venture refinanced the $8.3 million mortgage loan with proceeds from a $31.0 million acquisition and development loan.  The Company is a guarantor of 26.3% of the $31.0 million joint venture acquisition and development loan.

The condensed Statement of Operations for the three months ended March 31, 2015 and 2014 for the above equity method joint ventures in the aggregate was as follows (in thousands):

		For the Three Months Ended
		March 31,
		2015	2014
Total revenues	$	379	75
Total costs and expenses		(1,071)	(89)
Net loss	$	(692)	(14)

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Investment in Woodbridge Holdings, LLC (Tables)

3 Months Ended

Mar. 31, 2015

Schedule of Equity Method Investments [Line Items]

Investment in venture and the adjustment to investment

		March 31,	December 31,
		2015	2014
Altis at Kendall Square, LLC	$	1,230	1,264
Altis at Lakeline - Austin Investors LLC		5,000	5,000
New Urban/BBX Development, LLC		968	996
Sunrise and Bayview Partners, LLC		1,676	1,723
Hialeah Communities, LLC		4,988	5,091
PGA Design Center Holdings, LLC		1,945	1,991
Investments in unconsolidated real estate joint ventures	$	15,807	16,065

Woodbridge Holdings, LLC [Member]

Schedule of Equity Method Investments [Line Items]

Summary Of Statement Of Financial Condition

		March 31,	December 31,
		2015	2014
Assets
Cash and restricted cash	$	256,627	240,427
Notes receivable, net		410,904	424,267
Notes receivable from related parties		11,750	11,750
Inventory of real estate		203,260	194,713
Properties and equipment, net		71,968	72,319
Intangible assets		62,149	63,913
Other assets		73,022	53,158
Total assets	$	1,089,680	1,060,547
Liabilities and Equity
Accounts payable, accrued liabilities and other	$	117,616	114,263
Deferred tax liabilities, net		101,216	92,609
Notes payable		503,600	502,465
Junior subordinated debentures		150,675	150,038
Total liabilities		873,107	859,375
Total Woodbridge members' equity		170,535	157,920
Noncontrolling interest		46,038	43,252
Total equity		216,573	201,172
Total liabilities and equity	$	1,089,680	1,060,547

Investment in venture and the adjustment to investment

		For the Three Months Ended
		March 31,
		2015	2014
Investment in Woodbridge - beginning of period		73,026	78,573
Equity earnings in Woodbridge		5,803	6,222
Dividends received from Woodbridge		-	-
Investment in Woodbridge - end of period	$	78,829	84,795

Condensed Statement Of Operations

		For the Three Months Ended
		March 31,
		2015	2014
Total revenues	$	128,430	129,920
Total costs and expenses		105,489	104,979
Other income		1,066	688
Income from continuing operations before taxes		24,007	25,629
Provision for income taxes		8,606	9,145
Net income		15,401	16,484
Net income attributable to noncontrolling interest		(2,786)	(2,958)
Net income attributable to Woodbridge		12,615	13,526
BBX Capital 46% equity earnings in Woodbridge	$	5,803	6,222

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Fair Value Measurement

3 Months Ended

Mar. 31, 2015

Fair Value Measurement [Abstract]

Fair Value Measurement

12.  Fair Value Measurement

There were no assets or liabilities measured at fair value on a recurring basis in the Company’s financial statements as of March 31, 2015 and December 31, 2014.

The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2015 (in thousands):

			Fair Value Measurements Using
			Quoted prices in			Total
			Active Markets	Significant	Significant	Impairments (1)
		As of	for Identical	Other Observable	Unobservable	For the Three
		March 31,	Assets	Inputs	Inputs	Months Ended
Description		2015	(Level 1)	(Level 2)	(Level 3)	March 31, 2015
Loans measured for
impairment using the fair value
of the underlying collateral	$	110	-	-	110	117
Impaired real estate held-for-sale and held-for-investment		1,631	-	-	1,631	372
Total	$	1,741	-	-	1,741	489

(1) Total impairments represent the amount of losses recognized during the three months ended March  31, 2015 on assets that were held and measured at fair value as of March  31, 2015.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of March 31, 2015		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	110	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.3  million
Impaired real estate held-for-sale and held-for-investment		1,631	Fair Value of Property	Discount Rates and Appraised Value less Cost to Sell	$0.2 - $1.0 million ($0.6 million)
Total	$	1,741

(1)  Range and average appraised values were reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2014 (in thousands):

			Fair Value Measurements Using
			Quoted prices in			Total
			Active Markets	Significant	Significant	Impairments (1)
		As of	for Identical	Other Observable	Unobservable	For the Three
		March 31,	Assets	Inputs	Inputs	Months Ended
Description		2014	(Level 1)	(Level 2)	(Level 3)	March 31, 2014
Loans measured for
impairment using the fair value
of the underlying collateral	$	57	-	-	57	32
Impaired real estate held-for-sale and held-for-investment		10,541	-	-	10,541	2,321
Impaired loans held-for-sale		5,607	-	-	5,607	305
Total	$	16,205	-	-	16,205	2,658

(1) Total impairments represent the amount of losses recognized during the three months ended March  31, 2014 on assets that were held and measured at fair value as of March 31, 2014.

Quantitative information about significant unobservable inputs within Level 3 on major categories of assets measured on a non-recurring basis is as follows (dollars in thousands):

As of March 31, 2014		Fair	Valuation	Unobservable
Description		Value	Technique	Inputs	Range (Average) (1)(2)
Loans measured for
impairment using the fair value
of the underlying collateral	$	57	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.1 - $.2 million ($0.2 million)
Impaired real estate held-for-sale and held-for-investment		10,541	Fair Value of Property	Discount Rates and Appraised Value less Cost to Sell	$0.1 - $9.0 million ($2.2 million)
Impaired loans held-for-sale		5,607	Fair Value of Collateral	Discount Rates and Appraised Value less Cost to Sell	$0.1  -$0.7 million ($0.1 million)
Total	$	16,205

(1)  Range and average appraised values were reduced by costs to sell.

(2)  Average was computed by dividing the aggregate appraisal amounts by the number of appraisals.

There were no material liabilities measured at fair value on a non-recurring basis in the Company’s financial statements as of March 31, 2015 and December 31, 2014.

Loans Measured For Impairment

Impaired loans are generally valued based on the fair value of the underlying collateral less cost to sell as the majority of the Company’s loansare collateral dependent. The fair value of our loans may significantly increase or decrease based on changes in property values as our loans are primarily secured by real estate.The Company primarily uses third party appraisals to assist in measuring non-homogenous impaired loans and broker price opinions to assist in measuring homogenous impaired loans. The appraisals generally use the market or income approach valuation technique and use market observable data to formulate an estimate of the fair value of the loan’s collateral. However, the appraiser uses professional judgment in determining the fair value of the collateral, and we may also adjust these values for changes in market conditions subsequent to the appraisal date. When current appraisals are not available for certain loans, we use our judgment on market conditions to adjust the most current appraisal. As a consequence, the calculation of the fair value of the collateral are considered Level 3 inputs. The Company generally recognizes impairment losses based on third party broker price opinions when impaired homogenous loans become 120 days delinquent. These third party valuations from real estate professionals also use Level 3 inputs in determining fair values. The observable market inputs used to fair value loans include comparable property sales, rent rolls, market capitalization rates on income producing properties, risk adjusted discounts rates and foreclosure timeframes and exposure periods. 

Impaired Real Estate Held-for-Sale and Held-for-Investment

Real estate is generally valued using third party appraisals or broker price opinions. These appraisals generally use the market approach valuation technique and use market observable data to formulate an estimate of the fair value of the properties.  The market observable data typically consistsof comparable property sales, rent rolls, market capitalization rates on income producing properties and risk adjusted discount rates. However, the appraisers or brokers use professional judgment in determining the fair value of the properties and we may also adjust these values for changes in market conditions subsequent to the valuation date. As a consequence of using appraisals, broker price opinions and adjustments to appraisals, the calculation of the fair values of the properties is considered  a Level 3 input.

Loans Held-for-Sale

Loans held-for-sale are valued using an income approach with Level 3 inputs as market quotes or sale transactions of similar loans are generally not available.  The fair value is estimated by discounting forecasted cash flows, using a discount rate that reflects the risks inherent in the loans held-for-sale portfolio.  For non-performing loans held-for-sale, the forecasted cash flows are based on the estimated fair value of the collateral less cost to sell adjusted for foreclosure expenses and other operating expenses of the underlying collateral until foreclosure or sale.

The following table presents the fair value of the Company’s financial instruments as of March 31, 2015:

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount	Fair Value	Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		March 31,	March 31,	Assets	Inputs	Inputs
Description		2015	2015	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash and interest bearing deposits in banks	$	39,952	39,952	39,952	-	-
Loans receivable including loans held-for-sale, net		58,654	75,782	-	-	75,782
Restricted cash and time deposits at financial institutions		2,645	2,645	2,645	-	-
Financial liabilities:
Notes payable		17,158	16,886	-	-	16,886
Notes payable to related parties		11,750	11,681	-	-	11,681
BB&T preferred interest in FAR		6,132	6,139	-	-	6,139
Principal and interest advances on residential loans		11,364	10,255	-	-	10,255

The following table presents the fair value of the Company’s financial instruments as of December 31, 2014:

				Fair Value Measurements Using
		Carrying		Quoted prices in
		Amount	Fair Value	Active Markets	Significant	Significant
		As of	As of	for Identical	Other Observable	Unobservable
(in thousands)		December 31,	December 31,	Assets	Inputs	Inputs
Description		2014	2014	(Level 1)	(Level 2)	(Level 3)
Financial assets:
Cash	$	58,819	58,819	58,819	-	-
Loans receivable including loans held-for-sale, net		62,267	73,423	-	-	73,423
Financial liabilities:
Notes payable		17,923	18,196	-	-	18,196
Notes payable to related parties		11,750	11,615			11,615
BB&T preferred interest in FAR		12,348	12,383	-	-	12,383
Principal and interest advances on residential loans		11,171	10,125	-	-	10,125

Management has made estimates of fair value that it believes to be reasonable. However, because there is no active market for many of these financial instruments, management has derived the fair value of the majority of these financial instruments using the income approach technique with Level 3 unobservable inputs. Management estimates used in its net present value financial models rely on assumptions and judgments regarding issues where the outcome is unknown and actual results or values may differ significantly from these estimates. The Company’s fair value estimates do not consider the tax effect that would be associated with the disposition of the assets or liabilities at their fair value estimates.  As such, the Company may not receive the estimated value upon sale or disposition of the asset or pay the estimated value upon disposition of the liability in advance of its scheduled maturity.

Fair values are estimated for loan portfolios with similar financial characteristics. Loans are segregated by category, and each loan category is further segmented by accruing and nonaccruing categories.

The fair value of accruing loans is calculated by using an income approach with Level 3 inputs.  The fair value of accruing loans is estimated by discounting forecasted cash flows using estimated market discount rates that reflect the interest rate and credit risk inherent in the loan portfolio. Management assigns a credit risk premium and an illiquidity adjustment to these loans based on delinquency status.  The fair value of non-accrual collateral dependent loans is estimated using an income approach with Level 3 inputs utilizing the fair value of the collateral adjusted for operating and selling expenses and discounted over the estimated holding period based on the market risk inherent in the property.

The fair value of notes payables, including to related parties, and principal and interest advances on residential loans were measured using the income approach with Level 3 inputs obtained by discounting the forecasted cash flows based on estimated market rates.  

BB&T’s preferred interest in FAR is considered an adjustable rate debt security.  The fair value of this security is calculated using the income approach with Level 3 inputs.  The fair value was obtained by discounting forecasted cash flows by risk adjusted market interest rate spreads to the LIBOR swap curve.  The market spreads were obtained from reference data in secondary institutional markets. 

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Inventories

3 Months Ended

Mar. 31, 2015

Inventories [Abstract]

Inventories

8.   Inventories

Inventories were as follows (in thousands):

		March 31,	December 31,
		2015	2014
Raw materials	$	4,946	4,628
Paper goods and packaging materials		4,261	3,834
Finished goods		6,021	6,043
Total	$	15,228	14,505

Inventories consisted of $8.8 million for Renin and $6.4 million for BBX Sweet Holdings as of March 31, 2015, respectively.  Inventories consisted of $8.6 million for Renin and $5.9 million for BBX Sweet Holdings as of December 31, 2014, respectively.  Included in the Company’s Statement of Operations as selling, general, and administrative expenses for the three months ended March 31, 2015 and 2014 were $1.4 million and $1.1 million, respectively, of costs associated with shipping goods to customers.

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Notes Payable (Narrative) (Details) (USD $)	1 Months Ended		3 Months Ended
	Oct. 31, 2014	Apr. 30, 2015	Mar. 31, 2015
Subsequent Event [Member]
Debt Disclosure [Line Items]
Certificate of deposit		$ 1,000,000
BBX Sweet Holdings LLC [Member]
Debt Disclosure [Line Items]
Promissory note	1,700,000
BBX Sweet Holdings LLC [Member] | Subsequent Event [Member]
Debt Disclosure [Line Items]
Promissory note		1,000,000
Promissory note fixed interest rate		2.35%
BBX Sweet Holdings LLC [Member] | Kencraft Asset Acquisition [Member] | Subsequent Event [Member]
Debt Disclosure [Line Items]
Promissory note		$ 400,000
Promissory note fixed interest rate		6.00%
Minimum [Member] | Helen Grace, Jer’s, and Williams and Bennett [Member]
Debt Disclosure [Line Items]
Promissory note fixed interest rate			1.65%
Minimum [Member] | Wells Fargo Capital Finance [Member] | Renin Corp [Member]
Debt Disclosure [Line Items]
Interest rate			0.50%
Maximum [Member] | Helen Grace, Jer’s, and Williams and Bennett [Member]
Debt Disclosure [Line Items]
Promissory note fixed interest rate			1.93%
Maximum [Member] | Wells Fargo Capital Finance [Member] | Renin Corp [Member]
Debt Disclosure [Line Items]
Interest rate			3.25%

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Loans Receivable

3 Months Ended

Mar. 31, 2015

Loans Receivable [Abstract]

Loans Receivable

6.  Loans Receivable

The loans receivable portfolio consisted of the following components (in thousands):

		March 31,	December 31,
		2015	2014
Commercial non-real estate	$	1,308	1,326
Commercial real estate		24,069	24,189
Consumer		1,586	2,306
Residential		-	-
Total gross loans		26,963	27,821
Allowance for loan  losses		(381)	(977)
Loans receivable -- net	$	26,582	26,844

As of March 31, 2015, foreclosure proceedings were in-process on $1.2 million of consumer loans.

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

		March 31,	December 31,
Loan Class		2015	2014
Commercial non-real estate	$	1,308	1,326
Commercial real estate		14,464	14,464
Consumer		1,497	1,990
Residential		-	-
Total nonaccrual loans	$	17,269	17,780

An age analysis of the past due recorded investment in loans receivable as of March 31, 2015 and December 31, 2014 was as follows (in thousands):

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
March 31, 2015		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	330	330	978	1,308
Commercial real estate		-	-	5,458	5,458	18,611	24,069
Consumer		-	130	1,320	1,450	136	1,586
Residential		-	-	-	-	-	-
Total	$	-	130	7,108	7,238	19,725	26,963

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
December 31, 2014		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	330	330	996	1,326
Commercial real estate		-	-	5,458	5,458	18,731	24,189
Consumer		-	227	1,703	1,930	376	2,306
Residential		-	-	-	-	-	-
Total	$	-	227	7,491	7,718	20,103	27,821

(1)  The Company had no loans that were 90 days or more past due and still accruing interest as of March 31, 2015 or December 31, 2014.

The activity in the allowance for loan losses for the three months ended March 31, 2015 and 2014 was as follows (in thousands): 

		For the Three Months
		Ended March 31,
		2015	2014
Allowance for Loan Losses:
Beginning balance	$	977	2,713
Charge-offs :		(675)	(2,017)
Recoveries :		3,900	2,140
Provision:		(3,821)	(1,248)
Ending balance	$	381	1,588
Ending balance individually evaluated for impairment	$	-	-
Ending balance collectively evaluated for impairment		381	1,588
Total	$	381	1,588
Loans receivable:
Ending balance individually evaluated for impairment	$	17,018	37,153
Ending balance collectively evaluated for impairment	$	9,945	24,008
Total	$	26,963	61,161
Proceeds from loan sales	$	89	-
Transfer to loans held-for-sale	$	-	-
Transfer from loans held-for-sale	$	-	-

Impaired Loans -  Loans are considered impaired when, based on current information and events, the Company believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan agreement. For a loan that has been restructured, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms specified by the restructured agreement.  Impairment is evaluated based on past due status for consumer and residential loans.  Impairment is evaluated for commercial and small business loans based on past payment history, financial strength of the borrower or guarantors, and cash flow associated with the collateral or business.  If a loan is impaired, a specific valuation allowance is established, if necessary, based on the present value of estimated future cash flows using the loan’s existing interest rate or based on the fair value of the loan. Collateral dependent impaired loans are charged down to the fair value of collateral less cost to sell. Interest payments on impaired loans are recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. 

Impaired loans as of March 31, 2015 and December 31, 2014 were as follows (in thousands):

		As of March 31, 2015			As of December 31, 2014
			Unpaid			Unpaid
		Recorded	Principal	Related	Recorded	Principal	Related
		Investment	Balance	Allowance	Investment	Balance	Allowance
Total with allowance recorded	$	273	583	273	735	1,664	735
Total with no allowance recorded		17,085	31,367	-	17,361	35,812	-
Total	$	17,358	31,950	273	18,096	37,476	735

Average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2015 and March 31, 2014 were (in thousands):

		For the Three Months Ended
		March 31, 2015		March 31, 2014
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
Total with allowance recorded	$	273	1	811	-
Total with no allowance recorded		17,145	228	44,380	274
Total	$	17,418	229	45,191	274

Impaired loans without specific valuation allowances represent loans that were written-down to the fair value of the collateral less cost to sell, loans in which the collateral value less cost to sell was greater than the carrying value of the loan, loans in which the present value of the cash flows discounted at the loans’ effective interest rate were equal to or greater than the carrying value of the loans, or were collectively measured for impairment.

The Company had no commitments to lend additional funds on impaired loans as of March 31, 2015.

Troubled Debt Restructured Loans

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions, principal forgiveness, restructuring amortization schedules, extending loan maturities, deferring loan payments until the loan maturity date and other actions intended to minimize potential losses. The majority of concessions for consumer loans have involved changing monthly payments from interest and principal payments to interest only payments or deferring several monthly loan payments until the loan maturity date. Commercial real estate and non-real estate loan concessions were primarily interest rate reductions to below market interest rates and extensions of maturity dates based on the risk profile of the loan.  

There were no troubled debt restructurings during the three months ended March 31, 2015 and 2014.  There were no loans modified in troubled debt restructurings beginning January 1, 2014 through March 31, 2015 that experienced a payment default during the three months ended March 31, 2015. There were no loans modified in troubled debt restructurings beginning January 1, 2013 through March 31, 2014 that experienced a payment default during the three months ended March 31, 2014.

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Real Estate Held-for-Investment and Real Estate Held-for-Sale

3 Months Ended

Mar. 31, 2015

Real Estate Held-for-Investment and Real Estate Held-for-Sale [Abstract]

Real Estate Held-for-Investment and Real Estate Held-for-Sale

7.  Real Estate Held-for-Investment and Real Estate Held-for-Sale

Although the Company has purchased certain property, substantially all of the Company’s real estate has been acquired through foreclosures, settlements or deeds in lieu of foreclosure.  Upon acquisition, real estate is classified as real estate held-for-sale or real estate held-for-investment.  Real estate is classified as held-for-sale when the property is available for immediate sale in its present condition, management commits to a plan to sell the property, an active program to locate a buyer has been initiated, the property is being marketed at a price that is reasonable in relation to its current fair value and it is likely that a sale will be completed within one year.  When the property does not meet the real estate held-for-sale criteria, the real estate is classified as held-for-investment.

The following table presents real estate held-for-sale grouped in the following classifications (in thousands):

		As of March 31,	As of December 31,
		2015	2014
Land	$	31,546	33,505
Rental properties		1,748	1,748
Residential single-family		6,120	4,385
Other		349	2,095
Total held-for-sale	$	39,763	41,733

The following table presents real estate held-for-investment grouped in the following classifications (in thousands):

		As of March 31,	As of December 31,
		2015	2014
Land	$	67,938	60,356
Rental properties		14,374	14,445
Other		1,023	789
Total held-for-investment	$	83,335	75,590

The following table presents the activity in real estate held-for-sale and held-for-investment for the three months ended March 31, 2015 and 2014 (in thousands):

		For the Three Months Ended
		March 31, 2015		March 31, 2014
		Real Estate		Real Estate
		Held-for-Sale	Held-for-Investment	Held-for-Sale	Held-for-Investment
Beginning of period	$	41,733	75,590	33,971	107,336
Acquired through foreclosure		2,156	-	849	11,562
Transfers		(1,027)	1,027	3,571	(3,571)
Purchases		-	-	-	-
Improvements		-	7,024	-	192
Accumulated depreciation		-	(81)	-	(103)
Sales		(2,952)	-	(4,810)	(4,800)
Impairments		(147)	(225)	(137)	(2,186)
End of Period	$	39,763	83,335	33,444	108,430

The following table presents the real estate held-for-sale valuation allowance activity for the three months ended March 31, 2015 and 2014 (in thousands):

		For the Three Months
		Ended March 31,
		2015	2014
Beginning of period	$	2,940	4,818
Transfer to held-for-investment		(93)	-
Impairments (recoveries)		147	(27)
Sales		(577)	(574)
End of period	$	2,417	4,217

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Notes Payable

3 Months Ended

Mar. 31, 2015

Notes Payable [Abstract]

Notes Payable

9.  Notes Payable

The following notes payable were outstanding as of March 31, 2015 and December 31, 2014 (in thousands):

		As of March 31, 2015				As of December 31, 2014
				Carrying					Carrying
				Amount of					Amount of
		Debt	Interest	Pledged		Debt	Interest		Pledged
		Balance	Rate	Assets		Balance	Rate		Assets
Wells Fargo Capital Finance		7,679	various	22,915		8,028	various		24,062
Anastasia Note		7,244	5.00%	11,736		7,214	5.00%		11,699
Centennial Bank		1,637	5.25%	2,132		1,645	5.25%		2,145
Holdback notes		580	various	-		1,016	various		-
Other		18	0.90%	25		20	0.90%		26
Total Notes Payable	$	17,158		36,808	$	17,923		$	37,932

The Wells Fargo Capital Finance term loan and revolving advance facility bear interest at the Bank Prime Interest Rate or the daily three month LIBOR Interest rate plus a margin specified in the credit agreement ranging from 0.5% to 3.25%.  The loans are collateralized by all of Renin’s assets.  Renin was in compliance with the debt covenants of the loans as of March 31, 2015.

Repayment of the Anastasia note is guaranteed by BBX Capital and secured by the common stock of Anastasia.

In October 2014, a wholly-owned subsidiary of BBX Sweet Holdings borrowed $1.7 million from Centennial Bank.  BBX Sweet Holdings and BBX Capital are guarantors of the note.

The Holdback Notes relate to purchase consideration paid under the Hoffman’s and Williams and Bennett acquisitions.  The notes bear interest at interest rates ranging from 1.65% to 1.93% and mature on December 31, 2015. The Holdback Notes serve as security for the sellers’ obligations under the respective purchase and sale agreements including the indemnity obligations and performance under each of the seller’s non-competition agreements and provide BBX Sweet Holdings with a set-off right.  BBX Capital is the guarantor on BBX Sweet Holdings’ holdback notes.

In April 2015, a wholly-owned subsidiary of BBX Sweet Holdings borrowed $1.0 million from a financial institution in the form of a promissory note in order to partially fund the Kencraft asset acquisition.  The promissory note bears interest at 2.35% per annum and the principal balance is payable on April 1, 2017 or sooner upon demand.  Interest is payable monthly.  The promissory note is secured by a $1.0 million certificate of deposit and a blanket lien on the Kencraft assets acquired.  Additionally, in April 2015, a wholly-owned subsidiary of BBX Sweet Holdings issued a $400,000 promissory note to the seller in connection with the Kencraft asset acquisition.  This note is secured by the Kencraft assets acquired and bears interest at 6% per annum payable quarterly beginning on July 1, 2015.  The entire principal amount of the promissory note is due and payable on April 1, 2017.

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Segment Reporting (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Revenues	$ 21,709,000	$ 20,816,000
Properties and equipment	17,542,000		17,679,000
BBX Sweet Holdings LLC [Member]
Segment Reporting Information [Line Items]
Acquisition related costs	165,000
Adjusting And Elimination Entries [Member]
Segment Reporting Information [Line Items]
Revenues	(138,000)	(65,000)
Renin Corp [Member]
Segment Reporting Information [Line Items]
Revenues	13,524,000	13,826,000
Renin Corp [Member] | Non-US [Member]
Segment Reporting Information [Line Items]
Revenues	7,600,000
Properties and equipment	1,400,000
Renin Corp [Member] | Trade Sales [Member]
Segment Reporting Information [Line Items]
Revenues	6,500,000
BBX Sweet Holdings LLC [Member]
Segment Reporting Information [Line Items]
Revenues	$ 6,011,000	$ 2,729,000

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Fair Value Measurement (Narrative) (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Fair Value Measurement [Abstract]
Assets measured at fair value on recurring basis	$ 0	$ 0
Liabilities measured at fair value on recurring basis	0	0
Liabilities measured at fair value on non-recurring basis	$ 0	$ 0

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Related Parties (Schedule Of Service Arrangements With Related Parties) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Related Parties [Abstract]
Other revenues	$ 99	$ 115
Employee compensation and benefits	(185)	(70)
Other- back-office support	(30)	(43)
Net effect of affiliate transactions before income taxes	$ (116)	$ 2

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Presentation Of Interim Financial Statements (Details) (USD $)	3 Months Ended	1 Months Ended	3 Months Ended	0 Months Ended
	Mar. 31, 2015	Apr. 30, 2013 item	Mar. 31, 2014	Apr. 30, 2015	Dec. 31, 2014	Jul. 31, 2012	Dec. 31, 2013	Oct. 31, 2013
Presentation Of Interim Financial Statements [Line Items]
Number of classes of stock held	2
Equity method investments	$ 78,829,000				$ 73,026,000
Ownership in company after increase					34.00%
Basis spread on preferred interest return	2.00%
Trust preferred securities						285,400,000
Florida Asset Resolution Group, LLC [Member]
Presentation Of Interim Financial Statements [Line Items]
Cash						50,000,000
Performing and non-performing loans, tax certificates and real estate owned, carrying value	346,000,000
Preferred membership interest	5.00%
Trust preferred securities	6,100,000						285,000,000
BBX Capital Asset Management, LLC [Member]
Presentation Of Interim Financial Statements [Line Items]
Cash						82,000,000
Non-performing commercial loans, commercial real estate owned and previously written-off assets, carrying value						$ 125,000,000
Ownership percentage by noncontrolling owners		46.00%
BFC Financial Corporation [Member]
Presentation Of Interim Financial Statements [Line Items]
Aggregate percentage of combined voting power	74.00%
Percent of common stock owned	51.00%
Ownership percentage by parent		54.00%
Woodbridge Holdings, LLC [Member]
Presentation Of Interim Financial Statements [Line Items]
Number of owners		180,000
BB&T [Member]
Presentation Of Interim Financial Statements [Line Items]
Preferred membership interest	95.00%
Class A Common Stock [Member]
Presentation Of Interim Financial Statements [Line Items]
Aggregate percentage of combined voting power	53.00%
Anti-dilutive stock	15,481		21,282
Number of votes per share	1
Percent of common equity	99.00%
Class A Common Stock [Member] | BFC Financial Corporation [Member]
Presentation Of Interim Financial Statements [Line Items]
Percent of common stock owned	51.00%
Class A Common Stock [Member] | BFC Financial Corporation [Member] | Subsequent Event [Member]
Presentation Of Interim Financial Statements [Line Items]
Number of classes of stock held				4,771,221
Aggregate percentage of combined voting power				90.00%
Ownership percentage by parent				81.00%
Class B Common Stock [Member]
Presentation Of Interim Financial Statements [Line Items]
Aggregate percentage of combined voting power	47.00%
Number of votes per share	1
Percent of common equity	1.00%
Class B Common Stock [Member] | BFC Financial Corporation [Member]
Presentation Of Interim Financial Statements [Line Items]
Percent of common stock owned	100.00%
Aggregate number of shares owned, threshold	97,523
Percent of aggregate number of shares held	50.00%
Class B Common Stock [Member] | BFC Financial Corporation [Member] | Subsequent Event [Member]
Presentation Of Interim Financial Statements [Line Items]
Ownership percentage by parent				81.00%
Renin Corp [Member]
Presentation Of Interim Financial Statements [Line Items]
Ownership percentage by noncontrolling owners								81.00%
Ownership percentage by parent								19.00%

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Loans Receivable (Activity In The Allowance For Loan Losses) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Loans Receivable [Abstract]
Allowance for Loan Losses, Beginning balance	$ 977	$ 2,713
Allowance for Loan Losses, Charge-offs:	(675)	(2,017)
Allowance for Loan Losses, Recoveries:	3,900	2,140
Allowance for Loan Losses, Provision:	(3,821)	(1,248)
Allowance for Loan Losses, Ending balance	381	1,588
Allowance for Loan Losses, Ending balance collectively evaluated for impairment	381	1,588
Allowance for Loan Losses, Total	381	1,588
Loans receivable, Ending balance individually evaluated for impairment	17,018	37,153
Loans receivable, Ending balance collectively evaluated for impairment	9,945	24,008
Loans receivable, Total	26,963	61,161	27,821
Proceeds from loan sales	$ 89

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Subsequent Events

3 Months Ended

Mar. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

14.  Subsequent Events

Subsequent events have been evaluated through May8, 2015, the date of the filing of this document.

In April 2015, BBX Sweet Holdings acquired the assets of Kencraft(see Note 1 Presentation of Interim Financial Statements and Note 9 Notes Payable).  

On April 30, 2015, BFC purchased 4,771,221 of BBX Capital’s Class A common stock through a tender offer (see Note 1 Presentation of Interim Financial Statements).

On May 6, 2015, BBX Capital redeemed BB&T’s preferred interest in FAR (see Note 1 Presentation of Interim Financial Statements and Note 4 Consolidated Variable Interest Entities).

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Loans Held-For-Sale (Tables)

3 Months Ended

Mar. 31, 2015

Loan Held For Sale [Abstract]

Loans Held-For-Sale

		March 31,	December 31,
		2015	2014
Residential	$	24,334	27,331
Second-lien consumer		2,468	2,351
Small business		5,270	5,741
Total loans held-for-sale	$	32,072	35,423

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Loans Receivable (Recorded Investment (Unpaid Principal Balance Less Charge-Offs And Deferred Fees) Of Non-Accrual Loans Receivable) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment [Line Items]
Total non-accrual loans	$ 17,269	$ 17,780
Commercial Non-Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total non-accrual loans	1,308	1,326
Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total non-accrual loans	14,464	14,464
Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Total non-accrual loans	$ 1,497	$ 1,990

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Consolidated Variable Interest Entities (Carrying Amount Of Assets And Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Variable Interest Entity [Line Items]
Cash and interest bearing deposits in other banks	$ 39,952	$ 58,819	$ 32,919	$ 43,138
Real estate held-for-investment	83,335	75,590
Other Assets	5,848	4,019
Total assets	385,527	392,936	416,895
Other liabilities	25,604	28,464
Noncontrolling interest	1,360	1,492
JRG/BBX Development, LLC (“North Flagler”) [Member]
Variable Interest Entity [Line Items]
Cash and interest bearing deposits in other banks	88	17
Real estate held-for-investment	843	816
Other Assets	386	379
Total assets	1,317	1,212
Other liabilities	142	116
Noncontrolling interest	$ 132	$ 132

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Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Consolidated Statements Of Comprehensive Income [Abstract]
Net income	$ 877	$ 1,291
Other comprehensive income, net of tax:
Foreign currency translation adjustments, net of tax	131	30
Comprehensive income	1,008	1,321
Less: net loss attributable to non-controlling interest	157	67
Foreign currency translation adjustments attributable to non-controlling interest	(25)	(6)
Total comprehensive income attributable to BBX Capital Corporation	$ 1,140	$ 1,382

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Consolidated Variable Interest Entities

3 Months Ended

Mar. 31, 2015

Consolidated Variable Interest Entities [Abstract]

Consolidated Variable Interest Entities

3.  Consolidated Variable Interest Entities

FAR

BB&T’s preferred equity interest in FAR entitled it to a $285 million preference amount plus the related priority return. Based on the amended and restated limited liability agreement, FAR was required to make quarterly distributions or more frequently as approved by FAR’s Board of Managers, of excess cash flows from its operations and the orderly disposition of its assets to redeem the preferred membership interests. As such, the Class A units were considered mandatorily redeemable and are reflected as debt obligations in the Company’s Consolidated Statement of Financial Condition and the priority return is considered interest expense in the Company’s Consolidated Statements of Operations.  

The activities of FAR are governed by an amended and restated limited liability agreement which grants the Board of Managers decision-making authority over FAR. Prior to May 6, 2015 the Board had four members, two members elected by the Company and two members elected by BB&T. The two Board members designated by BB&T resigned on May 6, 2015 in connection with the redemption of BB&T’s preferred interest in FAR. 

The carrying amount of the assets and liabilities of FAR and the classification of these assets and liabilities in the Company’s Statement of Financial Condition was as follows (in thousands):

		March 31,	December 31,
		2015	2014
Cash and interest bearing deposits in banks	$	2,650	4,976
Restricted cash		250	-
Loans held-for-sale		32,072	35,423
Loans receivable, net		18,740	18,972
Real estate held-for-investment		18,503	18,340
Real estate held-for-sale		13,059	13,745
Properties and equipment, net		8,439	8,350
Other assets		1,126	638
Total assets	$	94,839	100,444
BB&T preferred interest in FAR, LLC	$	6,132	12,348
Principal and interest advances on residential loans		11,364	11,171
Other liabilities		838	1,315
Total liabilities	$	18,334	24,834

Prior to the repayment of BB&T’s preference amount, the proceeds from the monetization of FAR’s assets were restricted to payments of expenses, including the priority return and estimated working capital requirements of FAR, and the repayment of FAR’s preferred membership interests. FAR finances its activities through revenues from principal and interest payments received and the monetization of its assets.

JRG/BBX Development, LLC (“North Flagler”)

In October 2013, an indirect wholly-owned subsidiary of BBX Capital entered into the North Flagler joint venture with JRG USA, and in connection with the formation of the joint venture JRG USA assigned to the joint venture a contract to purchase for $10.8 million a 4.5 acre real estate parcel overlooking the Intracoastal Waterway in West Palm Beach Florida and we invested $0.5 million of cash.  During 2015, the zoning district surrounding this property was changed to permit up to 15 stories in building height from 4 stories in building height. We are entitled to receive 80% of any joint venture distributions until we recover our capital investment and then will be entitled to receive 70% of any joint venture distributions thereafter. We are the managing member and have control of all aspects of the operations of the joint venture. 

The carrying amount of the assets and liabilities of North Flagler and the classification of these assets and liabilities in the Company’s Statement of Financial Condition was as follows (in thousands):

		March 31,	December 31,
		2015	2014
Cash and interest bearing deposits in banks	$	88	17
Real estate held-for-investment		843	816
Other assets		386	379
Total assets	$	1,317	1,212
Other liabilities	$	142	116
Noncontrolling interest	$	132	132

BBX Capital’s maximum loss exposure in North Flagler if all of North Flagler’s assets were deemed worthless would have been $1.0 million as of March  31, 2015.

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Inventories (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Inventory [Line Items]
Shipping goods to customers, cost	$ 1.4	$ 1.1
BBX Capital [Member]
Inventory [Line Items]
Other inventory	6.4		5.9
Renin Corp [Member]
Inventory [Line Items]
Other inventory	$ 8.8		$ 8.6

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Fair Value Measurement (Schedule Of Fair Value By Balance Sheet Grouping) (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and interest bearing deposits in other banks	$ 39,952,000	$ 58,819,000
Restricted cash and time deposits at financial institutions	2,645,000
BB&T preferred interest in FAR	6,132,000	12,348,000
Principal and interest advances on residential loans	11,364,000	11,171,000
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and interest bearing deposits in other banks	39,952,000	58,819,000
Loans receivable including loans held for sale, net	58,654,000	62,267,000
Restricted cash and time deposits at financial institutions	2,645,000
Notes payable	17,158,000	17,923,000
Notes payable to related parties	11,750,000	11,750,000
BB&T preferred interest in FAR	6,132,000	12,348,000
Principal and interest advances on residential loans	11,364,000	11,171,000
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and interest bearing deposits in other banks	39,952,000	58,819,000
Loans receivable including loans held for sale, net	75,782,000	73,423,000
Restricted cash and time deposits at financial institutions	2,645,000
Notes payable	16,886,000	18,196,000
Notes payable to related parties	11,681,000	11,615,000
BB&T preferred interest in FAR	6,139,000	12,383,000
Principal and interest advances on residential loans	10,255,000	10,125,000
Fair Value [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and interest bearing deposits in other banks	39,952,000	58,819,000
Restricted cash and time deposits at financial institutions	2,645,000
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and interest bearing deposits in other banks
Loans receivable including loans held for sale, net
Restricted cash and time deposits at financial institutions
Notes payable
Notes payable to related parties
BB&T preferred interest in FAR
Principal and interest advances on residential loans
Fair Value [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans receivable including loans held for sale, net	75,782,000	73,423,000
Notes payable	16,886,000	18,196,000
Notes payable to related parties	11,681,000	11,615,000
BB&T preferred interest in FAR	6,139,000	12,383,000
Principal and interest advances on residential loans	$ 10,255,000	$ 10,125,000

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Loans Receivable (Tables)

3 Months Ended

Mar. 31, 2015

Loans Receivable [Abstract]

Components Of Loans Receivable Portfolio

		March 31,	December 31,
		2015	2014
Commercial non-real estate	$	1,308	1,326
Commercial real estate		24,069	24,189
Consumer		1,586	2,306
Residential		-	-
Total gross loans		26,963	27,821
Allowance for loan  losses		(381)	(977)
Loans receivable -- net	$	26,582	26,844

Recorded Investment (Unpaid Principal Balance Less Charge-Offs And Deferred Fees) Of Non-Accrual Loans Receivable

		March 31,	December 31,
Loan Class		2015	2014
Commercial non-real estate	$	1,308	1,326
Commercial real estate		14,464	14,464
Consumer		1,497	1,990
Residential		-	-
Total nonaccrual loans	$	17,269	17,780

Age Analysis Of The Past Due Recorded Investment In Loans Receivable

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
March 31, 2015		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	330	330	978	1,308
Commercial real estate		-	-	5,458	5,458	18,611	24,069
Consumer		-	130	1,320	1,450	136	1,586
Residential		-	-	-	-	-	-
Total	$	-	130	7,108	7,238	19,725	26,963

							Total
		31-59 Days	60-89 Days	90 Days	Total		Loans
December 31, 2014		Past Due	Past Due	or More (1)	Past Due	Current	Receivable
Commercial non-real estate	$	-	-	330	330	996	1,326
Commercial real estate		-	-	5,458	5,458	18,731	24,189
Consumer		-	227	1,703	1,930	376	2,306
Residential		-	-	-	-	-	-
Total	$	-	227	7,491	7,718	20,103	27,821

(1)  The Company had no loans that were 90 days or more past due and still accruing interest as of March 31, 2015 or December 31, 2014.

Activity In The Allowance For Loan Losses

		For the Three Months
		Ended March 31,
		2015	2014
Allowance for Loan Losses:
Beginning balance	$	977	2,713
Charge-offs :		(675)	(2,017)
Recoveries :		3,900	2,140
Provision:		(3,821)	(1,248)
Ending balance	$	381	1,588
Ending balance individually evaluated for impairment	$	-	-
Ending balance collectively evaluated for impairment		381	1,588
Total	$	381	1,588
Loans receivable:
Ending balance individually evaluated for impairment	$	17,018	37,153
Ending balance collectively evaluated for impairment	$	9,945	24,008
Total	$	26,963	61,161
Proceeds from loan sales	$	89	-
Transfer to loans held-for-sale	$	-	-
Transfer from loans held-for-sale	$	-	-

Impaired Loans

		As of March 31, 2015			As of December 31, 2014
			Unpaid			Unpaid
		Recorded	Principal	Related	Recorded	Principal	Related
		Investment	Balance	Allowance	Investment	Balance	Allowance
Total with allowance recorded	$	273	583	273	735	1,664	735
Total with no allowance recorded		17,085	31,367	-	17,361	35,812	-
Total	$	17,358	31,950	273	18,096	37,476	735

Average Recorded Investment And Interest Income Recognized On Impaired Loans

		For the Three Months Ended
		March 31, 2015		March 31, 2014
		Average Recorded	Interest Income	Average Recorded	Interest Income
		Investment	Recognized	Investment	Recognized
Total with allowance recorded	$	273	1	811	-
Total with no allowance recorded		17,145	228	44,380	274
Total	$	17,418	229	45,191	274

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Investment in Woodbridge Holdings, LLC (Condensed Statement Of Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014	Apr. 02, 2013
Business Acquisition [Line Items]
Revenues	$ 21,709	$ 20,816
Costs and Expenses	30,743	25,363
Income before income taxes	880	1,291
Provision for income taxes	3
Income (loss) from continuing operations	877	1,291
Net income	877	1,291
Net income attributable to noncontrolling interest	157	67
Net income attributable to BBX Capital Corporation	1,034	1,358
Equity earnings in Woodbridge Holdings, LLC	5,803	6,222
BBX Capital equity interest in Woodbridge			34.00%
Woodbridge Holdings, LLC [Member]
Business Acquisition [Line Items]
Revenues	128,430	129,920
Costs and Expenses	105,489	104,979
Other income	1,066	688
Income before income taxes	24,007	25,629
Provision for income taxes	8,606	9,145
Net income	15,401	16,484
Net income attributable to noncontrolling interest	(2,786)	(2,958)
Net income attributable to BBX Capital Corporation	12,615	13,526
Equity earnings in Woodbridge Holdings, LLC	$ 5,803	$ 6,222
BBX Capital equity interest in Woodbridge				46.00%

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2015

Commitments And Contingencies [Abstract]

Commitments And Contingencies

13.  Commitments and Contingencies

BBX Capital guarantees certain obligations of its wholly-owned subsidiaries and unconsolidated real estate joint ventures as follows:

During the year ended December 31, 2014, the Sunrise and Bayview Partners, LLC joint venture owned 50% by Procacci Bayview, LLC and 50% by a wholly-owned subsidiary of BBX Capital refinanced its land acquisition loan with a financial institution.  BBX Capital provided the financial institution with a guarantee of 50% of the outstanding balance of the joint venture’s loan which had an outstanding balance of $5.0 million as of March 31, 2015.

In July 2014, the Company entered into a joint venture agreement with CC Bonterra to develop approximately 394 homes in a portion of the newly proposed Bonterra community in Hialeah Florida. 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 March 2015, the joint venture refinanced the $8.3 million mortgage loan into a $31.0 million acquisition and development loan.  BBX Capital is a guarantor of26.3% of the joint venture’s $31.0 million acquisition and development loan.

In March 2015, BBX Capital placed $1.3 million in a money market account with a financial institution in order to obtain an irrevocable letter of credit for a wholly-owned subsidiary of CAM.  The letter of credit was to guarantee payment to a third party upon the third party obtaining wetlands permits in connection with a potential development project.  The $1.3 million money market account is included in “Restricted Cash” in the Company’s Consolidated Statement of Financial Condition.

The Company and its subsidiaries are parties to lawsuits as plaintiff or defendant involving its collections, lending and prior period tax certificate activities. Although the Company believes it has meritorious defenses in all current legal actions, the outcome of litigation and the ultimate resolution are uncertain and inherently difficult to predict.

Reserves are accrued for matters in which it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company accrued $1.0 million for these matters as of March 31, 2015. The actual costs of resolving these legal claims may be substantially higher or lower than the amounts accrued for these claims. 

A range of reasonably possible losses is estimated for matters in which it is reasonably possible that a loss has been incurred or that a loss is probable but not reasonably estimated. Management currently estimates the aggregate range of reasonably possible losses as $0 to $4.2 million in excess of the accrued liability relating to these legal matters. This estimated range of reasonably possible losses represents the estimated possible losses over the life of such legal matters, which may span a currently indeterminable number of years, and is based on information currently available as of March 31, 2015. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate. Those matters for which a reasonable estimate is not possible are not included within this estimated range and, therefore, this estimated range does not represent the Company’s maximum loss exposure.

In certain matters we are unable to estimate the loss or reasonable range of loss until additional developments in the case provide information sufficient to support an assessment of the loss or range of loss. Frequently in these matters the claims are broad and the plaintiffs have not quantified or factually supported the claim.    

We believe that liabilities arising from litigation discussed below, in excess of the amounts currently accrued, if any, will not have a material impact to the Company’s financial statements. However, due to the significant uncertainties involved in these legal matters, we may incur losses in excess of accrued amounts and an adverse outcome in these matters could be material to the Company’s financial statements.

We have received notices from BB&T regarding a series of pending and threatened claims asserted against BB&T’s subsidiary, Branch Banking and Trust Company, as successor to BankAtlantic, by certain individuals who purport to have had accounts in their names with BankAtlantic prior to consummation of the sale of BankAtlantic to BB&T.  These third party claims allege wrongful conduct by BankAtlantic in connection with certain alleged unauthorized transactions associated with their accounts. BB&T’s notices assert its belief that it may be entitled to indemnification under the BankAtlantic stock purchase agreement with respect to such claims as well as another third party claim relating to an action which was recently settled by BB&T.  On July 31, 2014, BBX Capital and BB&T entered into a tolling agreement with respect to the time period within which BB&T may assert a claim for indemnity under the stock purchase agreement with respect to such claims.

The following is a description of certain ongoing or recently concluded litigation matters:

Securities and Exchange Commission Complaint

On January 18, 2012, the SEC brought an action in the United States District Court for the Southern District of Florida against BBX Capital and Alan B. Levan, BBX Capital’s Chairman and Chief Executive Officer, alleging that they violated securities laws by not timely disclosing known adverse trends in BBX Capital’s commercial real estate loans, selectively disclosing problem loans and engaging in improper accounting treatment of certain specific loans which may have resulted in a material understatement of its net loss in BBX Capital’s Annual Report on Form 10-K for the year ended December 31, 2007. Further, the complaint alleges that Mr. Alan B. Levan intentionally misled investors in related earnings calls. The Court denied summary judgment as to most issues, but granted the SEC’s motion for partial summary judgment that certain statements in one of Alan Levan’s answers on a July 25, 2007 investor conference call were false.

On December 15, 2014, after a six-week trial, the jury found in favor of BBX Capital and Alan B. Levan with respect to the disclosures made during an April 2007 earnings conference call and in BBX Capital’s quarterly reports on Form 10-Q for the 2007 first and second quarters, but found that they had engaged in an act of fraud or deceit toward shareholders or prospective investors by making materially false statements knowingly or with severe recklessness (1) with respect to three statements in the July 25, 2007 conference call referenced above, and (2) in their decision to sell certain loans in the fourth quarter of 2007 and failing to classify the loans as held-for sale in the 2007 Annual Report on Form 10-K.  The jury also found that Mr. Levan made or caused to be made false statements to the independent accountants regarding the held for sale issue.

On January 12, 2015, BBX Capital and Alan B. Levan filed a motion for a new trial and a motion for judgment as a matter of law which were denied by the Court. The SEC has filed a motion for a final judgment: (i) permanently barring Alan B. Levan from serving as an officer or director of any SEC reporting company; (ii) imposing civil penalties of $5.2 million against BBX Capital and $1.56 million against Alan B. Levan; and (iii) permanently restraining BBX Capital and Alan B. Levan from violating securities laws.  On May 4, 2015, BBX Capital and Alan Levan filed a reply brief to the SEC’s motion for final judgment.  BBX Capital believes the claims to be without merit, continues to vigorously defend the action and intends to appeal any judgment entered to the Eleventh Circuit Court of Appeals.

On January 14, 2015, the Company received notice from its insurance carrier that, based upon its interpretation of the jury verdict in this action, the carrier does not believe it is obligated to advance further payments towards fees and costs incurred in connection with this action and that it reserves its right to obtain reimbursement of the amounts it previously advanced with respect to this action.  The Company has received legal fee and cost reimbursements from its insurance carrier in connection with this action of approximately $5.8 million.

New Jersey Tax Sales Certificates Antitrust Litigation

On December 21, 2012, plaintiffs filed an Amended Complaint in an existing purported class action filed in Federal District Court in New Jersey adding BBX Capital and Fidelity Tax, LLC, a wholly owned subsidiary of CAM, among others as defendants.  The class action complaint is brought on behalf of a class defined as “all persons who owned real property in the State of New Jersey and who had a Tax Certificate issued with respect to their property that was purchased by a Defendant during the Class Period at a public auction in the State of New Jersey at an interest rate above 0%.”  Plaintiffs allege that beginning in January 1998 and at least through February 2009, the Defendants were part of a statewide conspiracy to manipulate interest rates associated with tax certificates sold at public auction from at least January 1, 1998, through February 28, 2009. During this period, Fidelity Tax was a subsidiary of BankAtlantic.  Fidelity Tax was contributed to CAM in connection with the sale of BankAtlantic in the BB&T Transaction. BBX Capital and Fidelity Tax filed a Motion to Dismiss in March 2013 and on October 23, 2013, the Court granted the Motion to Dismiss and dismissed the Amended Complaint with prejudice as to certain claims, but without prejudice as to plaintiffs’ main antitrust claim.  Plaintiffs filed a Consolidated Amended Complaint on January 6, 2014.  While BBX Capital believed the claims to be without merit, BBX Capital has reached an agreement to settle the action, subject to court approval.