Otcqb: Bfcf Nyse
Total Page:16
File Type:pdf, Size:1020Kb
OTCQB: BFCF (Formerly known as BankAtlantic Bancorp) NYSE: BBX November 2014 BFC Financial Corporation OTCQB: BFCF As of September 30, 2014 • Consolidated Assets $1.4 Billion • Shareholders’ Equity $251.8 Million • Market Capitalization $316.7 Million • Book Value Per Share $3.13 • Market Price $3.94 Note: Consolidated Assets includes the assets of BBX Capital and Bluegreen 2 BBX Capital Corporation NYSE: BBX As of September 30, 2014 • Consolidated Assets $382.1 Million • Shareholders’ Equity $309.7 Million • Market Capitalization $281.9 Million • Book Value Per Share $19.15 • Market Price $17.43 3 BFC Financial BFC Financial is a holding company whose principal holdings include a 51% ownership interest in BBX Capital Corporation (NYSE: BBX) and a 54% ownership interest in the parent company of Bluegreen Corporation. BBX Capital BBX Capital is involved in the acquisition, ownership, management, joint ventures and investments in real estate and real estate development projects as well as acquisitions, investments and management of middle market operating businesses. In addition, BBX Capital has a 46% ownership interest in the parent company of Bluegreen Corporation. 4 BFC Financial/BBX Capital Management Team • Chairman and CEO of BFC Financial and its predecessors since 1978 • Chairman and CEO of BBX Capital Corporation (formerly BankAtlantic Bancorp) • Chairman of Bluegreen Corporation Alan B. Levan • Vice Chairman of BFC Financial since 1993 and Director since 1988 • Vice Chairman of BBX Capital Corporation (formerly BankAtlantic Bancorp) • Vice Chairman of Bluegreen Corporation John E. Abdo 5 BFC Financial/BBX Capital Management Team • President of BBX Capital Corporation • Formerly President and CEO of BankAtlantic • EVP of BFC Financial • Director of BBX Capital and BFC Financial Jarett Levan • President of BBX Capital Real Estate • EVP of BBX Capital Corporation • EVP of BFC Financial • Director of BFC Financial Seth Wise • Chief Financial Officer of BFC Financial • Chief Financial Officer of BBX Capital Corporation 6 John Grelle BFC Financial Selected Financial Data (Consolidated) Nine months ended September 30, 2014 compared to nine months ended September 30, 2013 • Total Revenue of $509.6 million vs. $408.7 million • Net income attributable to BFC of $16.2 million vs. $5.3 million 7 BFC Financial OTCQB: BFCF Price per share of Class A Common stock • Historical results may not be indicative of future results. • Price per share of Class A Common Stock 8 BBX Capital Selected Financial Data (Consolidated) Nine months ended September 30, 2014 compared to nine months ended September 30, 2013 • Total Revenue of $66.3 million vs. $18.6 million • Net income attributable to BBX Capital of $6.8 million vs. Net loss attributable to BBX Capital of ($1.7) million 9 BBX Capital NYSE: BBX Price per share of Class A Common stock • Historical results may not be indicative of future results. • Price per share of Class A Common Stock 10 BFC Financial and Affiliates Historical Activities and Investments 1972 - 2014 Real Estate Acquisition and Management - $1+ Billion Banking - 100 Branches, $6.5 Billion in Assets Commercial Real Estate Lending - $3+ Billion Investment Banking & Brokerage - 1,000 Investment Professionals Homebuilding - Thousands of Homes, “America’s Oldest Homebuilder” Planned Community Development - 9,000 Acres Asian Themed Restaurants - 65 Locations Vacation Ownership – Over 60 Resorts, Over 180,000 Owners 11 BFC Financial and Affiliates Historical Activities Included 12 13 BFC Financial and Affiliates Historical Activities: 1972 - 2014 These securities have been previously sold. This announcement appears as a matter of record only. These securities have been previously sold. NEW ISSUE June 2005 This announcement appears as a matter of record only. NEW ISSUE NOVEMBER 29, 1983 These securities have been previously sold. This announcement appears as a matter of record only. $46,325,000 NEW ISSUE NOVEMBER 26, 1997 March 2002 $21,000,000 $40,125,000 $100,000,000 $170, 200,000 5,450,000 Shares $40,125,000 Class A Common Stock 3,000,000 Shares (Non-Voting) 2,385,326 Class A Common Stock $8.50 Per Share Common Stock (Non–Voting) $8.75 Per Share $13.375 Per Share BankAtlantic Bancorp The undersigned managed the Offering and has acquired served as financial advisor to the Company. The undersigned managed the Offering and served as financial advisor to the Company. $100,000,000 5.625% Convertible Subordinated Debentures Due 2007 A.G. BECKER PARIBAS INCORPORATED Tucker Anthony Incorporated Exclusive Financial Advisor LEHMAN BROTHERS 14 BFC Financial and Affiliates Historical Activities: 1972 - 2014 May 10, 2005 2002-2007 $35,000,000 $294,195,000 Trust Preferred Securities Placement Agent (Multiple) Trust Preferred Securities Offerings July 2004 February 28, 2007 $20,000,000 (Multiple combinations of:) has sold Ryan Beck & Co. Series B Convertible Preferred Stock Ryan Beck & Co. Advest, Inc. to Purchased by BFC Financial Corporation Legg Mason Wood Walker, Inc. Stephens, Inc The undersigned acted as financial advisor and issued a fairness opinion to Benihana Inc. Keefe, Bruyett & Woods, Inc. The undersigned acted as exclusive financial First Tennessee advisor to BankAtlantic Bancorp, Inc. 15 16 BANKATLANTIC OVERVIEW • Founded in 1952 • “Florida’s Most Convenient Bank” • 100 branches* • Headquartered in Fort Lauderdale, FL • Operated in top 6 counties in Florida* • Total Assets of $6.5 billion* • Sold to BB&T in July, 2012 *At its high point 17 THE BANKATLANTIC EXPERIENCE 18 19 BBX Capital Corporation • Prior to the sale of BankAtlantic to BB&T Corporation, on July 31, 2012, BBX Capital Corporation (formerly BankAtlantic Bancorp) was a bank holding company and its principal asset was the ownership of BankAtlantic. • In connection with the sale of BankAtlantic to BB&T, BankAtlantic Bancorp received one of the highest premiums that any bank had received during the five year recession. • On August 1, 2012, BankAtlantic Bancorp changed its name to BBX Capital. The day of the sale, BBX Capital, a decades old company was now in many ways a new “start up” company with approximately $600 million in assets, and $285 million of seven year debt to BB&T. 20 Current Organizational Chart of BFC Financial and BBX Capital BFC Financial 51% BBX Capital 21 Current Organizational Chart Including Bluegreen Corporation BFC Financial 51% Bluegreen Corporation* BBX Capital * BFC Financial and BBX Capital own 54% and 46%, respectively, of Woodbridge Holdings, LLC, which owns 100% of Bluegreen 22 *Pro forma for proposed merger of BBX Capital into BFC Financial BFC Financial Indirect 100% 100% Bluegreen BBX Capital Corporation * The merger is subject to a number of conditions including the listing of BFC’s stock on a national securities exchange. st Not anticipated to close prior to the 1 quarter of 2015. Exchange Ratio: 5.39 shares of BFC for each BBX share. There is no assurance that the merger will be consummated on these terms, in this timeframe, or at all. 23 BFC Financial BBX Capital New Horizons 24 BFC Financial / BBX Capital What we do: Principal Operations and Investments 1. Bluegreen Corporation A timeshare and hospitality company 2. BBX Capital Real Estate Acquisition, ownership, management, development and joint ventures in real Division estate 3. BBX Capital Partners Acquisition and investment in middle Division market operating companies 25 1. Bluegreen Corporation . A leading leisure/hospitality management & marketing company with desirable vertical integration, focused on the timeshare industry. Founded in 1966, Bluegreen entered the timeshare space in 1994; today Bluegreen is one of the largest timeshare companies. Bluegreen was publicly-traded from 1985 – 2013 (Formerly NYSE: BXG) . In April 2013, BFC Financial Corporation completed its previously announced acquisition of Bluegreen Corporation. As a result of the Merger, Bluegreen became an indirect subsidiary owned by BFC Financial (54%) and BBX Capital Corporation (46%). 26 Bluegreen Corporation . Bluegreen manages, markets and sells vacation ownership interests (“VOIs”) in the Bluegreen Vacation Club®, a flexible points based, deeded vacation ownership plan with 180,000 owners, over 60 owned or managed resorts and nearly 5,000 employees. This platform supports three source of revenues: . Traditional timeshare business . Growing fee-based services business . Finance business . Other participants in the timeshare industry include: Wyndham, Marriott, Starwood, Hilton, Hyatt, Disney and Diamond. 27 Bluegreen Vacation Club Resorts 28 Bluegreen Vacation Club Resorts The Innsbruck Aspen | Aspen, CO Bluegreen Club 36™| Las Vegas, Nevada Grande Villas as World Golf Village | St. Augustine, Florida The Fountains| Orlando, Florida 29 Bluegreen Vacation Club Resorts TM La Cabana Beach Resort and Casino | Oranjestad, Aruba Bluegreen Wilderness Club at Big Cedar | Ridgedale, MO The Club at Big Bear Village | Big Bear Lake, CA Shenandoah CrossingTM | Gordonsville, VA 30 Bluegreen Vacation Club Resorts • Over 60 in-network resorts Solara Surfside Seaglass Towers Miami, FL Myrtle Beach, SC • In January 2013, Bluegreen Vacations was named the “Official Vacation Ownership Provider of Choice Hotels” 31 Bluegreen Vacation Club Resorts • Vacation Ownership Interests (real estate) sold through points-based Bluegreen Vacation Club®. • Over 242,000 owners under management as of September 30, 2014, including more than 186,000 owners in the Bluegreen Vacation Club. • 65 in-network resorts. • Access to reserve