Exhibit 99.4
BBX CAPITAL CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
As described in the Current Report on Form 8-K filed by BBX Capital Corporation with the Securities and Exchange Commission on April 6, 2013 (the “Initial Form 8-K”) and the accompanying Amendment No. 1 to the Company’s Initial Form 8-K, the Company invested a total of $71.75 million in Woodbridge Holdings, LLC (“Woodbridge”) on April 2, 2013 in exchange for a 46% equity interest in Woodbridge. The Company’s investment in Woodbridge, which consisted of $60 million in cash and a promissory note in Woodbridge’s favor in the original principal amount of $11.75 million, was made in connection with the closing of Woodbridge’s acquisition, pursuant to a cash merger transaction (the “Merger”), of all of the shares of common stock of Bluegreen Corporation (“Bluegreen”) not previously owned by Woodbridge (the Merger, together with the Company’s investment in Woodbridge, the “Transactions”).
The following unaudited pro forma condensed consolidated statement of financial condition as of March 31, 2013 is presented to give effect to the Transactions as if they had been completed on March 31, 2013. The following unaudited pro forma condensed consolidated statements of operations for each of the years in the three year period ended December 31, 2012 and for the three months ended March 31, 2013 and 2012 are presented to give effect to the Transactions as if they had been completed on January 1, 2010.
The pro forma financial statements have been presented for illustrative purposes only. The pro forma financial statements are not necessarily indicative of what the Company’s financial condition or results of operations actually would have been had the Transactions been consummated on the dates assumed. In addition, the pro forma financial statements do not purport to project the future financial condition or operating results of the Company.
Prior to the completion of the Transactions, Woodbridge was a wholly owned subsidiary of BFC Financial Corporation (“BFC”) and, through Woodbridge, BFC held an approximately 54% equity interest in Bluegreen. BFC continues to hold a 54% equity interest in Woodbridge. BFC also owns shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 53% of the Company’s total equity and 75% of the Company’s total voting power. As a result, the pro forma financial statements have been prepared using the historical cost method of accounting as the Company’s investment in Woodbridge was accounted for as a transaction between entities under common control. Pursuant to the historical cost method of accounting, the Company’s investment in Woodbridge was recorded at BFC’s carrying amount on April 2, 2013, the date of the investment, for the portion of BFC’s interest in Woodbridge that was acquired by the Company in exchange for its investment.
There were no material transactions between the Company and Woodbridge during the periods presented in the pro forma financial statements that were required to be eliminated in the pro forma financial statements.
The pro forma financial statements are based upon, have been developed from, and should be read in conjunction with, the historical consolidated financial statements of the Company contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
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Exhibit 99.4
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BBX CAPITAL CORPORATION AND SUBSIDIARIES | |||||
PRO FORMA CONDENSED CONSOLIDATED | |||||
STATEMENT OF FINANCIAL CONDITION | |||||
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| Historical |
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| Pro forma |
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| March 31, | Pro forma |
| March 31, |
(In thousands) |
| 2013 | adjustments | Note | 2013 |
ASSETS |
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Cash and interest bearing deposits in banks | $ | 70,080 | (60,000) | (1) | 10,080 |
Loans held for sale |
| 22,324 | - |
| 22,324 |
Loans receivable, net |
| 254,812 | - |
| 254,812 |
Investment in Woodbridge |
| - | 85,087 | (2) | 85,087 |
Real estate owned |
| 76,780 | - |
| 76,780 |
Other assets |
| 8,488 | - |
| 8,488 |
Total assets | $ | 432,484 | 25,087 |
| 457,571 |
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Liabilities: |
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BB&T preferred interest in FAR, LLC | $ | 164,070 | - |
| 164,070 |
Notes payable |
| 10,360 | - |
| 10,360 |
Notes payable to Woodbridge |
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| 11,750 | (3) | 11,750 |
Other liabilities |
| 23,702 | - |
| 23,702 |
Total liabilities |
| 198,132 | 11,750 |
| 209,882 |
Stockholders' Equity: |
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Total stockholders' equity |
| 234,352 | 13,337 | (4) | 247,689 |
Total liabilities and stockholders' equity | $ | 432,484 | 25,087 |
| 457,571 |
(1) Represents the $60 million cash portion of the Company’s investment in Woodbridge.
(2) Represents the Company’s interest in Woodbridge based on BFC’s carrying amount on April 2, 2013, the date of the Company’s investment in Woodbridge, for the 46% of BFC’s interest in Woodbridge that was acquired by the Company in consideration for its investment.
(3) Represents the $11.75 million promissory note issued by the Company in Woodbridge’s favor.
(4) Represents the difference between the Company’s interest in Woodbridge, as described in Note 2, and the Company’s total investment of $71.75 million in Woodbridge.
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Exhibit 99.4
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BBX CAPITAL CORPORATION AND SUBSIDIARIES | |||||
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
For the Three Months Ended March 31, 2013 | |||||
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| Pro forma |
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| Historical | adjustments | Note | Pro forma |
Revenues: |
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Interest income | $ | 3,045 | - |
| 3,045 |
Income from Woodbridge |
| - | 4,747 | (1) | 4,747 |
Other |
| 2,554 | - |
| 2,554 |
Total revenues |
| 5,599 | 4,747 |
| 10,346 |
Expenses: |
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Interest expense |
| 1,182 | - |
| 1,182 |
Interest expense Woodbridge |
| - | 147 | (2) | 147 |
Employee compensation and benefits |
| 3,343 | - |
| 3,343 |
Professional fees |
| 2,163 | - |
| 2,163 |
Provision for loan losses |
| 759 | - |
| 759 |
Other |
| 4,684 | - |
| 4,684 |
Total expenses |
| 12,131 | 147 |
| 12,278 |
Loss from continuing operations |
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before income taxes |
| (6,532) | 4,600 |
| (1,932) |
Provision for income taxes |
| - | - |
| - |
Loss from continuing operations |
| (6,532) | 4,600 |
| (1,932) |
Basic and diluted loss per share | $ | (0.41) |
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| (0.12) |
Basic and diluted weighted average |
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number of common and common |
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equivalent shares outstanding |
| 15,785,870 |
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| 15,785,870 |
(1) Reflects the equity in earnings of Woodbridge for the three months ended March 31, 2013 based on the equity method of accounting adjusted for Woodbridge’s acquisition in the Merger of all of the shares of Bluegreen not previously owned by Woodbridge. (2) Represents interest expense for the three months ended March 31, 2013 associated with the $11.75 million promissory note in Woodbridge’s favor at the interest rate of 5% per annum contemplated by the terms of the promissory note.
(2) Represents interest expense for the three months ended March 31, 2013 associated with the $11.75 million promissory note in Woodbridge’s favor at the interest rate of 5% per annum contemplated by the terms of the promissory note.
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Exhibit 99.4
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BBX CAPITAL CORPORATION AND SUBSIDIARIES | |||||
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
For the Three Months Ended March 31, 2012 | |||||
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| Pro forma |
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| Historical | adjustments | Note | Pro forma |
Revenues: |
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Interest income | $ | 8,335 | - |
| 8,335 |
Income from Woodbridge |
| - | 4,520 | (1) | 4,520 |
Other |
| 1,417 | - |
| 1,417 |
Total revenues |
| 9,752 | 4,520 |
| 14,272 |
Expenses: |
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Interest expense |
| 4,167 | - |
| 4,167 |
Interest expense Woodbridge |
| - | 147 | (2) | 147 |
Employee compensation and benefits |
| 5,259 | - |
| 5,259 |
Professional fees |
| 6,197 | - |
| 6,197 |
Reversals of Provision for loan losses |
| (765) | - |
| (765) |
Other |
| 8,065 | - |
| 8,065 |
Total expenses |
| 22,923 | 147 |
| 23,070 |
Loss from continuing operations |
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before income taxes |
| (13,171) | 4,373 |
| (8,798) |
Provision for income taxes |
| 1 | - |
| 1 |
Loss from continuing operations |
| (13,172) | 4,373 |
| (8,799) |
Basic and diluted loss per share | $ | (0.84) |
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| (0.56) |
Basic and diluted weighted average |
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number of common and common |
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equivalent shares outstanding |
| 15,659,257 |
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| 15,659,257 |
(1) Reflects the equity in earnings of Woodbridge for the three months ended March 31, 2012 based on the equity method of accounting adjusted for Woodbridge’s acquisition in the Merger of all of the shares of Bluegreen not previously owned by Woodbridge.
(2) Represents interest expense for the three months ended March 31, 2012 associated with the $11.75 million promissory note in Woodbridge’s favor at the interest rate of 5% per annum contemplated by the terms of the promissory note.
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Exhibit 99.4
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BBX CAPITAL CORPORATION AND SUBSIDIARIES | |||||
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
For the Year Ended December 31, 2012 | |||||
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| Pro forma |
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| Historical | Adjustments | Note | Pro forma |
Revenues: |
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Interest income | $ | 21,804 | - |
| 21,804 |
Income from Woodbridge |
| - | 33,178 | (1) | 33,178 |
Other |
| 6,506 | - |
| 6,506 |
Total revenues |
| 28,310 | 33,178 |
| 61,488 |
Expenses: |
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Interest expense |
| 11,926 | - |
| 11,926 |
Interest expense Woodbridge |
| - | 588 | (2) | 588 |
Employee compensation and benefits |
| 21,920 | - |
| 21,920 |
Professional fees |
| 15,221 | - |
| 15,221 |
Provision for loan losses |
| 2,405 | - |
| 2,405 |
Other |
| 24,058 | - |
| 24,058 |
Total expenses |
| 75,530 | 588 |
| 76,118 |
Loss from continuing operations |
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before income taxes |
| (47,220) | 32,590 |
| (14,631) |
Provision for income taxes |
| (18,744) | 12,936 | (3) | (5,808) |
Loss from continuing operations |
| (28,476) | 19,653 |
| (8,823) |
Basic and diluted loss per share | $ | (1.81) |
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| (0.56) |
Basic and diluted weighted average |
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number of common and common |
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equivalent shares outstanding |
| 15,720,217 |
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| 15,720,217 |
(1) Reflects the equity in earnings of Woodbridge for the year ended December 31, 2012 based on the equity method of accounting adjusted for Woodbridge’s acquisition in the Merger of all of the shares of Bluegreen not previously owned by Woodbridge.
(2) Represents interest expense for the year ended December 31, 2012 associated with the $11.75 million promissory note in Woodbridge’s favor at the interest rate of 5% per annum contemplated by the terms of the promissory note.
(3) Represents an intraperiod tax allocation adjustment associated with income from continuing operations.
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Exhibit 99.4
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BBX CAPITAL CORPORATION AND SUBSIDIARIES | |||||
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
For the Year Ended December 31, 2011 | |||||
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| Pro forma |
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| Historical | adjustments | Note | Pro forma |
Revenues: |
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Interest income | $ | 41,046 | - |
| 41,046 |
Income from Woodbridge |
| - | 1,390 | (1) | 1,390 |
Other |
| 598 |
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| 598 |
Total revenues |
| 41,644 | 1,390 |
| 43,034 |
Expenses: |
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Interest expense |
| 15,572 | - |
| 15,572 |
Interest expense Woodbridge |
| - | 588 | (2) | 588 |
Employee compensation and benefits |
| 22,439 | - |
| 22,439 |
Professional fees |
| 10,006 | - |
| 10,006 |
Provision for loan losses |
| 37,874 | - |
| 37,874 |
Other |
| 34,745 | - |
| 34,745 |
Total expenses |
| 120,636 | 588 |
| 121,224 |
Loss from continuing operations |
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before income taxes |
| (78,992) | 802 |
| (78,190) |
Provision for income taxes |
| (19,480) | - |
| (19,480) |
Loss from continuing operations |
| (59,512) | 802 |
| (58,710) |
Basic and diluted loss per share | $ | (4.21) |
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| (4.15) |
Basic and diluted weighted average |
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number of common and common |
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equivalent shares outstanding |
| 14,227,370 |
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| 14,227,370 |
(1) Reflects the equity in earnings of Woodbridge for the year ended December 31, 2011 based on the equity method of accounting adjusted for Woodbridge’s acquisition in the Merger of all of the shares of Bluegreen not previously owned by Woodbridge.
(2) Represents interest expense for the year ended December 31, 2011 associated with the $11.75 million promissory note in Woodbridge’s favor at the interest rate of 5% per annum contemplated by the terms of the promissory note.
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Exhibit 99.4
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BBX CAPITAL CORPORATION AND SUBSIDIARIES | |||||
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
For the Year Ended December 31, 2010 | |||||
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| Pro forma |
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| Historical | adjustments | Note | Pro forma |
Revenues: |
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Interest income | $ | 49,031 | - |
| 49,031 |
Income from Woodbridge |
| - | (16,229) | (1) | (16,229) |
Other |
| 1,300 | - |
| 1,300 |
Total revenues |
| 50,331 | (16,229) |
| 34,102 |
Expenses: |
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Interest expense |
| 14,877 | - |
| 14,877 |
Interest expense Woodbridge |
| - | 588 | (2) | 588 |
Employee compensation and benefits |
| 28,606 | - |
| 28,606 |
Professional fees |
| 15,101 | - |
| 15,101 |
Provision for loan losses |
| 91,455 | - |
| 91,455 |
Other |
| 33,655 | - |
| 33,655 |
Total expenses |
| 183,694 | 588 |
| 184,282 |
Loss from continuing operations |
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before income taxes |
| (133,363) | (16,817) |
| (150,180) |
Provision for income taxes |
| 127 | - |
| 127 |
Loss from continuing operations |
| (133,490) | (16,817) |
| (150,307) |
Basic and diluted loss per share | $ | (12.04) |
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| (13.54) |
Basic and diluted weighted average |
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number of common and common |
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equivalent shares outstanding |
| 11,166,951 |
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| 11,166,951 |
(1) Reflects the equity in earnings of Woodbridge for the year ended December 31, 2010 based on the equity method of accounting adjusted for Woodbridge’s acquisition in the Merger of all of the shares of Bluegreen not previously owned by Woodbridge.
(2) Represents interest expense for the year ended December 31, 2010 associated with the $11.75 million promissory note in Woodbridge’s favor at the interest rate of 5% per annum contemplated by the terms of the promissory note.
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