Bluegreen Corporation Reports 2011 Fourth Quarter And Full Year Financial Results

Bluegreen Corporation (NYSE: BXG), a leading timeshare sales, marketing and resort management company, today announced financial results for the fourth quarter and full year ended December 31, 2011.

John M. Maloney Jr., President and Chief Executive Officer of Bluegreen, commented, “During 2011, we continued to focus our efforts on growing our fee-based services business. We believe that our results for 2011 reflect our success in leveraging our expertise in areas such as sales and marketing, resort management, title services, mortgage servicing, and construction management to support three potential sources of revenue: our traditional timeshare (VOI) business, our fee-based services business, and our finance business.”

Q4 2011 operating highlights included:
  • System-wide sales of VOIs increased to $74.6 million in Q4 2011 from $71.6 million in Q4 2010.
  • In connection with its fee-based services business, Resorts sold $31.3 million of third-party VOIs in Q4 2011, generating sales and marketing commissions of approximately $21.1 million. This compares to sales of $22.8 million of third-party VOIs, which generated sales and marketing commissions of $15.5 million in Q4 2010.
  • Total revenues from fee-based services rose 19.9% to $38.8 million in Q4 2011 from $32.4 million in Q4 2010. As of December 31, 2011, Bluegreen managed 45 timeshare resort properties and hotels compared to 43 as of December 31, 2010; fee-based services contributed an estimated $14.4 million to Resorts operating profit in Q4 2011, compared to an estimated $9.7 million in Q4 2010.
  • Income from continuing operations attributable to Bluegreen shareholders rose to $5.0 million, or $0.16 per diluted share in Q4 2011, compared to a loss from continuing operations of $2.3 million, or $0.07 per diluted share, in Q4 2010. Q4 2010 loss from continuing operations included the impact of a $31.9 million non-cash pre-tax charge to increase the allowance for loan losses on VOI notes receivable generated prior to December 15, 2008 (the date that Bluegreen implemented a FICO® score-based credit underwriting program), partially offset by $14.1 million in lower cost of sales due to the allowance charge and changes in estimated gross profit. Q4 2011 income from continuing operations was impacted by a $3.7 million pre-tax charge to further increase our loan loss reserves, partially offset by a related $0.9 million reduction in cost of sales.
  • The loss from discontinued operations, net of income tax benefit for Q4 2011 was $5.2 million, or $0.16 per diluted share, compared to a loss of $21.4 million, or $0.69 per diluted share, in Q4 2010. The results of operations of Bluegreen Communities constitute discontinued operations as a result of the agreement to sell Bluegreen Communities to Southstar.
  • As a result of the above-referenced items, net loss for Q4 2011 was $0.1 million, or $0.00 per diluted share, compared to a net loss of $23.7 million, or $0.76 per diluted share, in Q4 2010.

BLUEGREEN RESORTS

Supplemental Financial Data and Reconciliation of System-Wide Sales of VOIs to GAAP Gross Sales of VOIs

Three Months and Year Ended December 31, 2011 and 2010

(In 000’s, except percentages)
   
Three Months Ended December 31, 2011 Three Months Ended December 31, 2010
(Unaudited) (Unaudited)

Traditional

Timeshare

Business
 

Fee-Based  Services

Business
  Total  

% of

System-

wide sales

of VOIs, net (6)

Traditional

Timeshare

Business
 

Fee-Based Services

Business
  Total  

% of

System-

wide sales

of VOIs, net (6)
System-wide sales of VOIs (1) $43,291 $31,327 $74,618 $48,869 $22,760 $71,629

Change in sales deferred under timeshare accounting rules
1,103 - 1,103 2,478 - 2,478
System-wide sales of VOIs, net (1) 44,394 31,327 75,721 100% 51,347 22,760 74,107 100%
Less: Sales of third-party VOIs   (31,327) (31,327) (41) - (22,760) (22,760) (31)
Gross sales of VOIs 44,394 - 44,394 59 51,347 - 51,347 69

Estimated uncollectible VOI notes receivable (2)

 
(7,854)

 
- (7,854) (18) (36,114) - (36,114) (70)
Sales of VOIs 36,540 - 36,540 48 15,233 - 15,233 21
Cost of VOIs sold (3) (8,457) - (8,457) (23) 3,115 - 3,115 20
Gross profit (3) 28,083 - 28,083 77 18,348 - 18,348 120
Fee-based sales commission revenue - 21,141 21,141 28 - 15,508 15,508 21
Other resort fee-based services revenues - 17,660 17,660 23 - 16,855 16,855 23
Cost of other resort fee-based services (9,476) (9,476) (13) - (9,878) (9,878) (13)
Net carrying cost of VOI inventory (4,469) - (4,469) (6) (1,055) - (1,055) (1)
Selling and marketing expense (4) (18,451) (12,822) (31,273) (41) (24,627) (11,065) (35,692) (48)
Resorts G & A expense (4) (2,974) (2,067) (5,041) (7) (3,864) (1,736) (5,600) (8)
Bluegreen Resorts operating profit (5) $2,189 $14,436 $16,625 22% ($11,198) $9,684 ($1,514) (2%)
  Year Ended December 31, 2011   Year Ended December 31, 2010

Traditional

Timeshare

Business
 

Fee-Based Services

Business
  Total  

% of

System-

wide sales

of VOIs, net (6)

Traditional

Timeshare

Business
 

Fee-Based Services

Business
  Total  

% of

System-

wide sales

of VOIs, net (6)
System-wide sales of VOIs (1) $194,046 $109,171 $303,217 $217,054 $78,805 $295,859

Change in sales deferred under timeshare accounting rules
(537) - (537) 818 - 818
System-wide sales of VOIs, net (1) 193,509 109,171 302,680 100% 217,872 78,805 296,677 100%
Less: Sales of third-party VOIs - (109,171) (109,171) (36) - (78,805) (78,805) (27)
Gross sales of VOIs 193,509 - 193,509 64 217,872 - 217,872 73

Estimated uncollectible VOI notes receivable (2)

 
(29,374) - (29,374) (15) (94,164) - (94,164) (43)
Sales of VOIs 164,135 - 164,135 54 123,708 - 123,708 42
Cost of VOIs sold (3) (40,460) - (40,460) (25) (29,015) - (29,015) (23)
Gross profit (3) 123,675 - 123,675 75 94,693 - 94,693 77
Fee-based sales commission revenue - 73,673 73,673 24 - 52,966 52,966 18
Other resort fee-based services revenues - 70,985 70,985 23 - 67,036 67,036 23
Cost of other resort fee-based services - (37,762) (37,762) (12) - (35,075) (35,075) (12)
Net carrying cost of VOI inventory (14,332) - (14,332) (5) (8,965) - (8,965) (3)
Selling and marketing expense (4) (86,755) (48,799) (135,554) (45) (100,530) (37,183) (137,713) (46)
Resorts G & A expense (4) (12,356) (6,950) (19,306) (6) (14,664) (5,423) (20,087) (7)
Bluegreen Resorts operating profit (5) $10,232 $51,147 $61,379 20% ($29,466) $42,321 $12,855 4%

(1) Amount for “fee-based services business” represents sales of VOIs made on behalf of third parties, which are transacted as sales of timeshare interests in the Bluegreen Vacation Club and through the same sales and marketing process as the sale of the Company’s VOI inventory included under “traditional timeshare business.”

(2) Percentages for estimated uncollectible VOI notes receivable are calculated as a percentage of gross sales of VOIs.

(3) Percentages for cost of VOIs sold and the associated gross profit are calculated as a percentage of sales of VOIs.

(4) Selling and marketing expenses and Resorts G&A expenses are allocated pro rata based on system-wide sales of VOIs, net.

(5) General and administrative expenses attributable to corporate overhead have been excluded from the table. Corporate general and administrative expenses totaled $12.7 million and $8.2 million for the three months ended December 31, 2011 and 2010, respectively, and $41.2 million and $38.3 million for the year ended December 31, 2011 and 2010, respectively.

(6) Unless otherwise indicated.

System-wide sales of VOIs rose to $74.6 million in Q4 2011 from $71.6 million in Q4 2010, the result of a higher number of sales transactions. Total VOI sales transactions increased to 6,483 in Q4 2011 from 6,125 in Q4 2010, resulting from an increase in the number of sales made on behalf of third parties (fee-based services business), partially offset by a deliberate decrease in Bluegreen-owned VOIs sales transactions (traditional timeshare business). Total prospect tours in Q4 2011 were 39,619 as compared to 38,952 in Q4 2010, with new prospect tours decreasing to 22,063 in Q4 2011 from 22,647 in Q4 2010. Total sale-to-tour conversion ratio in Q4 2011 was 16.4% as compared to 15.7% in Q4 2010, and the new prospect sale-to-tour conversion ratio was 11.3% in Q4 2011 compared to 10.2% in Q4 2010. Average sales price per transaction was $12,299 for Q4 2011 as compared to $11,904 for Q4 2010.

Charges for estimated uncollectible VOI notes receivable decreased to $7.9 million in Q4 2011 from $36.1 million in Q4 2010. Q4 2010 included a $31.9 million non-cash, pre-tax charge to increase the allowance for loan losses on VOI notes receivable generated prior to December 15, 2008. Bluegreen updates its estimates of uncollectible VOI notes receivable each quarter, and consequently, the charge against sales in a particular quarter for such uncollectibles may be impacted, favorably or unfavorably, by a change in expected losses on prior periods’ financed sales. In Q4 2010 and, to a lesser extent, in Q4 2011, we increased our allowance for loan losses for loans generated prior to December 15, 2008, the date on which we implemented our FICO score-based credit standards.

As a percentage of system-wide sales of VOIs, net, selling and marketing expenses decreased to 41% in Q4 2011 from 48% in Q4 2010, due to the changes in the mix of marketing programs and higher sale to tour conversion rates. Selling and marketing expenses as a percentage of system-wide sales, net during the year ended December 31, 2011 declined to 45% from 46% in 2010.

Operating profit at Resorts rose to $16.6 million, or 22% of system-wide sales of VOI’s, net, for Q4 2011 from a loss of $1.5 million, or 2% of system-wide sales of VOI’s, net, for Q4 2010.

INTEREST INCOME AND INTEREST EXPENSE

Net interest spread is the excess of interest income over interest expense. Pre-tax income from net interest spread in both Q4 2011 and Q4 2010 was $10.5 million due to a decrease in interest income commensurate with the continued decrease in Bluegreen’s VOI notes receivable portfolio, offset by a decrease in interest expense as Bluegreen continues to reduce the level of debt on its balance sheet.

SALE OF BLUEGREEN COMMUNITIES

As previously announced, on October 12, 2011, a Purchase and Sale Agreement was entered into between seven of our subsidiaries and Southstar. The agreement, as amended, provides for the sale to Southstar of substantially all of the assets that comprise Bluegreen Communities for a purchase price of $29.0 million in cash. Southstar also agreed to pay an amount equal to 20% of the net proceeds (as calculated in accordance with the terms of the agreement) it receives upon its sale, if any, of two specified parcels of real estate to be purchased by Southstar under the agreement. Southstar has delivered cash deposits totaling $4.5 million, $50,000 of which is non-refundable, and the remainder of which is being held in escrow pending closing and will only be refunded to Southstar in the event the transaction is not consummated as a result of a breach of the agreement by one or more of our subsidiaries which is not timely cured. The agreement, as amended, provides for the transaction to be consummated on a date no later than April 30, 2012. Southstar has advised us that it has obtained financing in order to close the transaction, but obtaining such financing is not a closing condition. However, closing of the transaction remains subject to customary closing conditions, including the performance by the parties of their respective obligations under the agreement.

ABOUT BLUEGREEN CORPORATION

Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation (NYSE:BXG) is a leading timeshare sales, marketing and resort management company. Bluegreen Resorts manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 160,000 owners, over 59 owned or managed resorts, and access to more than 4,000 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based service resort management, financial services, and sales and marketing on behalf of third parties. For more information, visit www.bluegreencorp.com.

On November 11, 2011, Bluegreen entered into a definitive merger agreement with BFC Financial Corporation (“BFC”). Pursuant to the terms of the merger agreement, if the merger is consummated, Bluegreen will become a wholly-owned subsidiary of BFC. Under the terms of the merger agreement, holders of Bluegreen’s common stock (other than BFC) will be entitled to receive, in exchange for each share of Bluegreen common stock that they hold at the effective time of the merger, eight shares of BFC’s Class A Common Stock (as adjusted in connection with a reverse stock split expected to be effected by BFC immediately prior to the consummation of the merger). Consummation of the merger is subject to a number of closing conditions, including the approval of both Bluegreen’s and BFC’s shareholders, the listing of BFC’s Class A Common Stock on a national securities exchange at the effective time of the merger and the absence of any legal restraints or prohibitions preventing the completion of the merger.

Statements in this release may constitute forward looking statements and are made pursuant to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Forward looking statements are based largely on expectations and are subject to a number of risks and uncertainties including, but not limited to, the risks and uncertainties associated with economic, credit market, competitive and other factors affecting the Company and its operations, markets, products and services; risks relating to the merger with BFC, including the anticipated benefits of the merger may not be realized and the risk that the merger may not be consummated in accordance with the contemplated terms, in the contemplated timeframe, or at all; risks associated with the proposed sale of Bluegreen Communities, including that additional impairment charges may be required with respect to the assets of Bluegreen Communities, the agreement to sell Bluegreen Communities may not be consummated on the contemplated terms, including in the contemplated time frame or at all, and the sale of Bluegreen Communities may not result in anticipated improvements in our operating results and financial condition; the Company’s efforts to improve its liquidity through cash sales and larger down payments on financed sales may not be successful; the performance of the Company’s VOI notes receivable may deteriorate, and the FICO ® score-based credit underwriting standards may not have the expected effects on the performance of the receivables; the Company may not be in a position to draw down on its existing credit lines or may be unable to renew, extend, or replace such lines of credit; the Company may require new credit lines to provide liquidity for its operations, including facilities to sell or finance its notes receivable; the Company may not be able to successfully securitize additional timeshare loans and/or obtain adequate receivable credit facilities in the future; risks relating to pending or future litigation, regulatory proceedings, claims and assessments; sales and marketing strategies may not be successful; marketing costs may increase and not result in increased sales; sales to existing owners may not continue at current levels or decrease; fee-based service initiatives may not be successful and may not grow or generate profits as anticipated; risks related to other financial trends discussed in this press release, including that the sale-to-tour conversion ratio may not continue at current levels or decrease, the Company may be required to further increase its allowance for loan losses in the future and record additional impairment charges as a result of any such increase, and selling and marketing expenses as a percentage of system-wide sales of VOIs, net may not remain at current levels or increase; and the risks and other factors detailed in the Company’s SEC filings, including those contained in the “Risk Factors” sections of such filings.

Condensed Consolidated Statements of Operations

(In 000's, except per share data)
   

For the Three Months

Ended December 31,

For the Year Ended

December 31,
(Unaudited)      
  2011     2010   2011     2010
Revenues:
Gross sales of VOIs $ 44,394 $ 51,347 $ 193,509 $ 217,872
Estimated uncollectible VOI notes receivable   (7,854)   (36,114)   (29,374)   (94,164)
Sales of VOIs 36,540 15,233 164,135 123,708
 
Fee-based sales commission revenue 21,141 15,508 73,673 52,966
Other fee-based services revenue 17,660 16,855 70,985 67,036
Interest income   22,667   25,585   94,653   106,463
  98,008   73,181   403,446   350,173
Costs and expenses:
Cost of VOIs sold 8,457 (3,115) 40,460 29,015
Cost of other resort operations 13,945 10,933 52,094 44,040
Selling, general and administrative expenses 49,790 50,306 199,237 199,497
Interest expense 12,162 15,076 53,908 61,545
Other expense, net   184   442   1,095   2,839
  84,538   73,642   346,794   336,936

Income before non-controlling interest, provision benefit for income taxes and discontinued operations
13,470 (461) 56,652 13,237
Provision benefit for income taxes   6,004   (149)   20,655   2,739
Income (loss) from continuing operations 7,466 (312) 35,997 10,498
Loss from discontinued operations, net of income taxes   (5,177)   (21,401)   (45,565)   (46,370)
Net income (loss) 2,289 (21,713) (9,568) (35,872)
Less: Net income attributable to non-controlling interest   2,424   1,997   7,685   8,094
Net Loss attributable to Bluegreen Corporation $ (135) $ (23,710) $ (17,253) $ (43,966)
 

(Loss) Income attributable to Bluegreen Corporation per common share - Basic

Earnings (loss) per share from continuing operations attributable to Bluegreen shareholders
$ 0.16 $ (0.07) $ 0.91 $ 0.08
Loss per share from discontinued operations   (0.17)   (0.69)   (1.46)   (1.49)
Loss per share attributable to Bluegreen shareholders $ (0.00) $ (0.76) $ (0.55) $ (1.41)
 

(Loss) Income attributable to Bluegreen Corporation per common share - Diluted

Earnings (loss) per share from continuing operations attributable to Bluegreen shareholders
$ 0.16 $ (0.07) $ 0.88 $ 0.08
Loss per share from discontinued operations   (0.16)   (0.69)   (1.42)   (1.47)
Loss per share attributable to Bluegreen shareholders $ (0.00) $ (0.76) $ (0.54) $ (1.40)
 
Weighted average number of common shares:
Basic   31,245   31,178   31,220   31,165
Diluted   32,026   31,178   32,110   31,469

Condensed Consolidated Balance Sheets

(In 000's, except per share data)
   
December 31, December 31,
  2011   2010
ASSETS
 
Unrestricted cash and cash equivalents $ 80,931 $ 72,085
Restricted cash ($41,243 and $38,913 in VIEs at December 31, 2011
and December 31, 2010, respectively) 51,125 53,922
Notes receivable, net ($420,274 and $375,904 in VIEs at December 31, 2011
and December 31, 2010, respectively) 512,517 568,985
Prepaid expenses 4,120 4,882
Other assets 47,100 56,790
Inventory 302,843 337,684
Property and equipment, net 70,112 73,815
Assets held for sale   28,625   87,769
Total assets $ 1,097,373 $ 1,255,932
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable $ 8,834 $ 8,243
Accrued liabilities and other 62,878 60,518
Deferred income 24,549 17,550
Deferred income taxes 15,776 25,605
Receivable-backed notes payable - recourse ($22,759 and $15,826 in VIEs
at December 31, 2011 and December 31, 2010, respectively) 110,016 135,660
Receivable-backed notes payable - non-recourse (in VIEs) 369,314 436,271
Lines-of-credit and notes payable 86,817 142,120
Junior subordinated debentures   110,827   110,827
Total liabilities 789,011 936,794
 
 
Total shareholders’ equity   308,362   319,138
Total liabilities and shareholders' equity $ 1,097,373 $ 1,255,932

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