| Segment Reporting |
16. Segment Reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by the chief operating decision maker in assessing performance and deciding how to allocate resources. Reportable segments consist of one or more operating segments with similar economic characteristics, products and services, production processes, type of customer, distribution system or regulatory environment.
The information provided for segment reporting is obtained from internal reports utilized by management of the Company, and the presentation and allocation of assets and results of operations may not reflect the actual economic costs of the segments as standalone businesses. If a different basis of allocation were utilized, the relative contributions of the segments might differ, but the relative trends in the segments’ operating results would, in management’s view, likely not be impacted.
In the table for the three and six months ended June 30, 2018 and 2017, amounts set forth in the column entitled “Corporate Expenses & Other” include interest expense associated with Woodbridge’s trust preferred securities, corporate overhead, the Company’s pizza restaurant operations as a franchisee of MOD Pizza, and a controlling financial interest in a restaurant acquired in connection with a loan receivable default. The Company opened two MOD Pizza restaurant locations during the fourth quarter of 2017 and two locations during the six months ended June 30, 2018. As of June 30, 2018, management determined that the restaurant operations did not warrant separate presentation as a reportable segment.
The Company evaluates segment performance based on segment income before income taxes.
Set forth below is summary information regarding the Company’s reportable segments:
Bluegreen
Bluegreen markets, sells and manages real estate-based VOIs in resorts generally located in popular, high-volume, “drive-to” vacation destinations, which were developed or acquired by Bluegreen or are owned by others in which case Bluegreen earns fees for providing these services. Bluegreen earns fees by providing VOI title services, club and homeowners’ association management services, mortgage servicing, reservation services, services related to the Traveler-Plus program, food and beverage and other retail operations, and construction design and development services. In addition, Bluegreen provides financing to qualified individual purchasers of VOIs, which provides significant interest income.
BBX Capital Real Estate
BBX Capital Real Estate activities include the acquisition, ownership, and management of real estate, real estate development projects, and investments in real estate joint ventures. BBX Capital Real Estate also manages the legacy assets acquired in connection with the sale of BankAtlantic to BB&T Corporation in July 2012. The legacy assets include portfolios of loans receivable, real estate properties, and previously charged-off BankAtlantic loans.
Renin
Renin manufactures interior closet doors, wall décor, hardware and fabricated glass products and operates through its headquarters in Canada and two manufacturing, assembly and distribution facilities in Canada and the United States. During the three months ended June 30, 2018 and 2017, total revenues for the Renin reportable segment include $8.3 million and $8.4 million, respectively, of trade sales to two major customers and their affiliates. During the three months ended June 30, 2018 and 2017, Renin’s revenues generated outside the United States totaled $5.3 million and $4.5 million, respectively. During the six months ended June 30, 2018 and 2017, total revenues for the Renin reportable segment include $16.8 million and $16.6 million, respectively, of trade sales to two major customers and their affiliates. During the six months ended June 30, 2018 and 2017, Renin’s revenues generated outside the United States totaled $9.9 million and $10.8 million, respectively. As of June 30, 2018 and 2017, Renin’s properties and equipment located outside the United States totaled $2.2 million and $2.3 million, respectively.
BBX Sweet Holdings
BBX Sweet Holdings consists of IT’SUGAR, Hoffman’s Chocolates, and manufacturing facilities in the chocolate and confection industries serving customers such as boutique retailers, big box chains, department stores, national resort properties, corporate customers, and private label brands. IT’SUGAR is a specialty candy retailer currently with 96 locations in 26 states and Washington, D.C. and Hoffman’s Chocolates is a manufacturer of gourmet chocolates with retail locations in South Florida. BBX Sweet Holdings acquired IT’SUGAR on June 16, 2017.
The table below sets forth the Company’s segment information as of and for the three months ended June 30, 2018 (in thousands):
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Reportable Segments
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BBX Capital
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Corporate
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Real
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BBX Sweet
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Expenses &
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Segment
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Bluegreen
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Estate
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Renin
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Holdings
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Other
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Eliminations
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Total
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Revenues:
|
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|
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|
|
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Sales of VOIs
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$
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68,573
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-
|
|
-
|
|
-
|
|
-
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|
-
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68,573
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Fee-based sales commissions
|
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60,086
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-
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-
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-
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-
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-
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60,086
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Other fee-based services
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30,391
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-
|
|
-
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|
-
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|
-
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-
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30,391
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Cost reimbursements
|
|
14,059
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-
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-
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-
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-
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-
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14,059
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Trade sales
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-
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-
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16,890
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24,374
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2,649
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(5)
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43,908
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Sales of real estate inventory
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-
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3,250
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-
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-
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-
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-
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3,250
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Interest income
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21,118
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301
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-
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15
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430
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(1,200)
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20,664
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Net gains on sales of
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real estate assets
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-
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733
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-
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-
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-
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-
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733
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Other revenue
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710
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710
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-
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32
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|
245
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(135)
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1,562
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Total revenues
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194,937
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4,994
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16,890
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24,421
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3,324
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(1,340)
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243,226
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Costs and Expenses:
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Cost of VOIs sold
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6,789
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-
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-
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-
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-
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-
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6,789
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Cost of other fee-based services
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16,634
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-
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-
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-
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-
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-
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16,634
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Cost reimbursements
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14,059
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-
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-
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-
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-
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-
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14,059
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Cost of trade sales
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-
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-
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13,998
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16,484
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1,178
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(5)
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31,655
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Cost of real estate inventory sold
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-
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2,381
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-
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-
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-
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-
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2,381
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Interest expense
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8,495
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-
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174
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99
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2,835
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(1,200)
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10,403
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Recoveries from loan losses, net
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-
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(1,981)
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-
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-
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-
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-
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(1,981)
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Asset impairments, net
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-
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104
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-
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-
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-
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-
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104
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Selling, general and
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administrative expenses
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109,580
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2,377
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2,639
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11,772
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15,330
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(135)
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141,563
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Total costs and expenses
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155,557
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2,881
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16,811
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28,355
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19,343
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(1,340)
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221,607
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Equity in net losses of
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unconsolidated real
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estate joint ventures
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-
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(488)
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-
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-
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-
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-
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(488)
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Foreign exchange loss
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-
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-
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(37)
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-
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-
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-
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(37)
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Income (loss) before income taxes
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$
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39,380
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1,625
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42
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(3,934)
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(16,019)
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-
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21,094
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Total assets
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$
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1,325,317
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137,193
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30,841
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86,387
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166,710
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(82,000)
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1,664,448
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Expenditures for property
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and equipment
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$
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9,643
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144
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|
241
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|
1,076
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|
894
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-
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11,998
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Depreciation and amortization
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$
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2,989
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|
101
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|
296
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|
1,342
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|
285
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|
-
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5,013
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Debt accretion and amortization
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$
|
663
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|
2
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|
4
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|
54
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|
116
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|
-
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|
839
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Cash and cash equivalents
|
$
|
205,745
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|
18,824
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|
-
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|
5,133
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|
150,745
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|
-
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|
380,447
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Equity method investments
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$
|
-
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|
41,801
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|
-
|
|
-
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|
-
|
|
-
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|
41,801
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|
Goodwill
|
$
|
-
|
|
-
|
|
-
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|
39,482
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|
-
|
|
-
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|
39,482
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|
Receivable-backed notes payable
|
$
|
427,094
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|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
427,094
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Notes payable and other
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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borrowings
|
$
|
149,651
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|
19,453
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|
12,705
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|
7,806
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110,000
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(80,000)
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|
219,615
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|
Junior subordinated debentures
|
$
|
70,908
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|
-
|
|
-
|
|
-
|
|
65,066
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|
-
|
|
135,974
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The table below sets forth the Company’s segment information as of and for the three months ended June 30, 2017 (in thousands):
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Reportable Segments
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BBX Capital
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Corporate
|
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Segment
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Real
|
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|
BBX Sweet
|
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Expenses &
|
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Total
|
|
|
|
Bluegreen
|
|
Estate
|
|
Renin
|
|
Holdings
|
|
Other
|
|
Eliminations
|
|
*As Adjusted
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of VOIs
|
$
|
59,405
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
59,405
|
|
Fee-based sales commissions
|
|
63,915
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
63,915
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|
Other fee-based services
|
|
29,935
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
29,935
|
|
Cost reimbursements
|
|
11,893
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
11,893
|
|
Trade sales
|
|
-
|
|
-
|
|
17,766
|
|
10,547
|
|
-
|
|
-
|
|
28,313
|
|
Interest income
|
|
21,991
|
|
636
|
|
-
|
|
1
|
|
247
|
|
(2,000)
|
|
20,875
|
|
Net gains on sales of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
real estate assets
|
|
-
|
|
1,884
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,884
|
|
Other revenue
|
|
244
|
|
968
|
|
-
|
|
3
|
|
329
|
|
(98)
|
|
1,446
|
|
Total revenues
|
|
187,383
|
|
3,488
|
|
17,766
|
|
10,551
|
|
576
|
|
(2,098)
|
|
217,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of VOIs sold
|
|
1,749
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,749
|
|
Cost of other fee-based services
|
|
15,374
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
15,374
|
|
Cost reimbursements
|
|
11,893
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
11,893
|
|
Cost of trade sales
|
|
-
|
|
-
|
|
13,967
|
|
8,332
|
|
-
|
|
-
|
|
22,299
|
|
Interest expense
|
|
8,077
|
|
-
|
|
102
|
|
86
|
|
3,008
|
|
(2,000)
|
|
9,273
|
|
Recoveries from loan losses, net
|
|
-
|
|
(999)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(999)
|
|
Asset impairments, net
|
|
-
|
|
58
|
|
-
|
|
-
|
|
-
|
|
-
|
|
58
|
|
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
administrative expenses
|
|
107,488
|
|
2,372
|
|
3,024
|
|
6,437
|
|
16,187
|
|
(98)
|
|
135,410
|
|
Total costs and expenses
|
|
144,581
|
|
1,431
|
|
17,093
|
|
14,855
|
|
19,195
|
|
(2,098)
|
|
195,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net earnings of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unconsolidated real
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
estate joint ventures
|
|
-
|
|
3,087
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,087
|
|
Foreign exchange loss
|
|
-
|
|
-
|
|
(398)
|
|
-
|
|
-
|
|
-
|
|
(398)
|
|
Income (loss) before income taxes
|
$
|
42,802
|
|
5,144
|
|
275
|
|
(4,304)
|
|
(18,619)
|
|
-
|
|
25,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
1,184,712
|
|
177,298
|
|
37,643
|
|
98,582
|
|
97,507
|
|
(82,180)
|
|
1,513,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and equipment
|
$
|
2,379
|
|
84
|
|
1,252
|
|
551
|
|
213
|
|
-
|
|
4,479
|
|
Depreciation and amortization
|
$
|
2,309
|
|
172
|
|
242
|
|
721
|
|
173
|
|
-
|
|
3,617
|
|
Debt accretion and amortization
|
$
|
1,281
|
|
-
|
|
18
|
|
(32)
|
|
38
|
|
-
|
|
1,305
|
|
Cash and cash equivalents
|
$
|
145,468
|
|
14,565
|
|
249
|
|
9,034
|
|
84,752
|
|
-
|
|
254,068
|
|
Equity method investments
|
$
|
-
|
|
49,381
|
|
-
|
|
-
|
|
-
|
|
-
|
|
49,381
|
|
Goodwill
|
$
|
-
|
|
-
|
|
-
|
|
39,714
|
|
-
|
|
-
|
|
39,714
|
|
Receivable-backed notes payable
|
$
|
428,434
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
428,434
|
|
Notes payable and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
borrowings
|
$
|
112,466
|
|
20,742
|
|
15,171
|
|
4,987
|
|
80,000
|
|
(80,000)
|
|
153,366
|
|
Junior subordinated debentures
|
$
|
69,756
|
|
-
|
|
-
|
|
-
|
|
64,994
|
|
-
|
|
134,750
|
* See Note 1 for a summary of adjustments.
The table below sets forth the Company’s segment information as of and for the six months ended June 30, 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable Segments
|
|
|
|
|
|
|
|
|
|
|
|
BBX Capital
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
Real
|
|
|
|
BBX Sweet
|
|
Expenses &
|
|
|
|
Segment
|
|
|
|
Bluegreen
|
|
Estate
|
|
Renin
|
|
Holdings
|
|
Other
|
|
Eliminations
|
|
Total
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of VOIs
|
$
|
124,714
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
124,714
|
|
Fee-based sales commissions
|
|
105,940
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
105,940
|
|
Other fee-based services
|
|
58,415
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
58,415
|
|
Cost reimbursements
|
|
30,260
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
30,260
|
|
Trade sales
|
|
-
|
|
-
|
|
31,875
|
|
46,236
|
|
4,182
|
|
(7)
|
|
82,286
|
|
Sales of real estate inventory
|
|
-
|
|
9,659
|
|
-
|
|
-
|
|
-
|
|
-
|
|
9,659
|
|
Interest income
|
|
42,240
|
|
1,834
|
|
-
|
|
31
|
|
876
|
|
(2,400)
|
|
42,581
|
|
Net gains on sales of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
real estate assets
|
|
-
|
|
4,802
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4,802
|
|
Other revenue
|
|
891
|
|
1,449
|
|
-
|
|
54
|
|
521
|
|
(304)
|
|
2,611
|
|
Total revenues
|
|
362,460
|
|
17,744
|
|
31,875
|
|
46,321
|
|
5,579
|
|
(2,711)
|
|
461,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of VOIs sold
|
|
8,601
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8,601
|
|
Cost of other fee-based services
|
|
34,045
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
34,045
|
|
Cost reimbursements
|
|
30,260
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
30,260
|
|
Cost of trade sales
|
|
-
|
|
-
|
|
26,148
|
|
31,165
|
|
1,785
|
|
(7)
|
|
59,091
|
|
Cost of real estate inventory sold
|
|
-
|
|
6,628
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6,628
|
|
Interest expense
|
|
16,262
|
|
-
|
|
332
|
|
188
|
|
5,212
|
|
(2,400)
|
|
19,594
|
|
Recoveries from loan losses, net
|
|
-
|
|
(6,794)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,794)
|
|
Asset impairments, net
|
|
-
|
|
149
|
|
-
|
|
187
|
|
-
|
|
-
|
|
336
|
|
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
administrative expenses
|
|
203,129
|
|
4,861
|
|
5,398
|
|
23,408
|
|
30,426
|
|
(304)
|
|
266,918
|
|
Total costs and expenses
|
|
292,297
|
|
4,844
|
|
31,878
|
|
54,948
|
|
37,423
|
|
(2,711)
|
|
418,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net earnings of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unconsolidated real
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
estate joint ventures
|
|
-
|
|
792
|
|
-
|
|
-
|
|
-
|
|
-
|
|
792
|
|
Foreign exchange gain
|
|
-
|
|
-
|
|
15
|
|
-
|
|
-
|
|
-
|
|
15
|
|
Income (loss) before income taxes
|
$
|
70,163
|
|
13,692
|
|
12
|
|
(8,627)
|
|
(31,844)
|
|
-
|
|
43,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and equipment
|
$
|
15,105
|
|
167
|
|
348
|
|
2,288
|
|
2,165
|
|
-
|
|
20,073
|
|
Depreciation and amortization
|
$
|
5,917
|
|
192
|
|
585
|
|
2,736
|
|
512
|
|
-
|
|
9,942
|
|
Debt accretion and amortization
|
$
|
1,680
|
|
2
|
|
8
|
|
106
|
|
131
|
|
-
|
|
1,927
|
The table below sets forth the Company’s segment information as of and for the six months ended June 30, 2017 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable Segments
|
|
|
|
|
|
|
|
|
|
|
|
BBX Capital
|
|
|
|
|
|
Corporate
|
|
|
|
Segment
|
|
|
|
|
|
Real
|
|
|
|
BBX Sweet
|
|
Expenses &
|
|
|
|
Total
|
|
|
|
Bluegreen
|
|
Estate
|
|
Renin
|
|
Holdings
|
|
Other
|
|
Eliminations
|
|
*As Adjusted
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of VOIs
|
$
|
113,641
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
113,641
|
|
Fee-based sales commissions
|
|
109,069
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
109,069
|
|
Other fee-based services
|
|
56,056
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
56,056
|
|
Cost reimbursements
|
|
26,563
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
26,563
|
|
Trade sales
|
|
-
|
|
-
|
|
34,983
|
|
16,669
|
|
-
|
|
-
|
|
51,652
|
|
Interest income
|
|
44,377
|
|
1,218
|
|
-
|
|
2
|
|
433
|
|
(4,000)
|
|
42,030
|
|
Net gains on sales of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
real estate assets
|
|
-
|
|
1,686
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,686
|
|
Other revenue
|
|
(1)
|
|
2,059
|
|
-
|
|
11
|
|
573
|
|
(239)
|
|
2,403
|
|
Total revenues
|
|
349,705
|
|
4,963
|
|
34,983
|
|
16,682
|
|
1,006
|
|
(4,239)
|
|
403,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of VOIs sold
|
|
4,908
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4,908
|
|
Cost of other fee-based services
|
|
31,481
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
31,481
|
|
Cost reimbursements
|
|
26,563
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
26,563
|
|
Cost of trade sales
|
|
-
|
|
-
|
|
27,822
|
|
14,073
|
|
-
|
|
-
|
|
41,895
|
|
Interest expense
|
|
15,721
|
|
-
|
|
181
|
|
171
|
|
6,024
|
|
(4,000)
|
|
18,097
|
|
Recoveries from loan losses, net
|
|
-
|
|
(4,093)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(4,093)
|
|
Asset impairments, net
|
|
-
|
|
45
|
|
-
|
|
-
|
|
-
|
|
-
|
|
45
|
|
Net gains on cancellation of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
junior subordinated debentures
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,929)
|
|
-
|
|
(6,929)
|
|
Reimbursement of litigation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
costs and penalty
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(9,606)
|
|
-
|
|
(9,606)
|
|
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
administrative expenses
|
|
197,323
|
|
4,902
|
|
5,805
|
|
9,826
|
|
31,099
|
|
(239)
|
|
248,716
|
|
Total costs and expenses
|
|
275,996
|
|
854
|
|
33,808
|
|
24,070
|
|
20,588
|
|
(4,239)
|
|
351,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net earnings of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unconsolidated real
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
estate joint ventures
|
|
-
|
|
6,323
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6,323
|
|
Foreign exchange loss
|
|
-
|
|
-
|
|
(207)
|
|
-
|
|
-
|
|
-
|
|
(207)
|
|
Income (loss) before income taxes
|
$
|
73,709
|
|
10,432
|
|
968
|
|
(7,388)
|
|
(19,582)
|
|
-
|
|
58,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
fixed assets
|
$
|
5,407
|
|
199
|
|
1,839
|
|
622
|
|
311
|
|
-
|
|
8,378
|
|
Depreciation and amortization
|
$
|
4,669
|
|
319
|
|
389
|
|
1,182
|
|
368
|
|
-
|
|
6,927
|
|
Debt accretion and amortization
|
$
|
2,343
|
|
-
|
|
18
|
|
30
|
|
38
|
|
-
|
|
2,429
|
* See Note 1 for a summary of adjustments.
|