SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended September 30, 2020
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number
001-09071
BBX Capital, Inc.
(Exact name of registrant as specified in its charter)
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Florida |
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82-4669146 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S Employer Identification No.) |
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401 East Las Olas Boulevard, Suite 800 |
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Fort Lauderdale, Florida |
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33301 |
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(Address of principal executive office) |
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(Zip Code) |
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(954) 940-4900 |
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(Registrant's telephone number, including area code) |
Securities Registered pursuant to Section 12(b) of the Act:
None
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES [X]NO [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
YES [X]NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ] |
Accelerated filer[] |
Non-accelerated filer [X ] |
Smaller reporting company [ ] |
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Emerging growth company[X] |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ]NO [ X ]
The number of shares outstanding of each of the registrant’s classes of common stock as of November 4, 2020 is as follows:
Class A Common Stock of $.01 par value, 15,624,091 shares outstanding.
Class B Common Stock of $.01 par value, 3,693,596 shares outstanding.
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BBX Capital, Inc. TABLE OF CONTENTS |
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Part I. |
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Item 1. |
Financial Statements |
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1 |
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2 |
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3 |
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5 |
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Notes to Condensed Consolidated Financial Statements - Unaudited |
7 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
36 |
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Item 3. |
55 |
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Item 4. |
56 |
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Part II. |
OTHER INFORMATION |
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Item 1. |
56 |
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Item 1A. |
56 |
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Item 6. |
57 |
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58 |
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PART I – FINANCIAL INFORMATION
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BBX Capital, Inc. |
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Condensed Consolidated Statements of Financial Condition - Unaudited |
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September 30, |
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December 31, |
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(in thousands, except share data) |
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2020 |
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2019 |
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ASSETS |
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Cash and cash equivalents |
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$ |
96,592 |
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20,723 |
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Restricted cash |
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250 |
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529 |
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Trade accounts receivable, net |
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15,337 |
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13,104 |
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Trade inventory |
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16,351 |
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22,843 |
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Real estate ($9,342 in 2020 and $11,297 in 2019 held for sale) |
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59,495 |
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65,818 |
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Investments in and advances to unconsolidated real estate joint ventures |
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60,648 |
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57,330 |
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Investment in and advances to IT'SUGAR, LLC |
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18,942 |
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— |
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Note receivable from Bluegreen Vacations Holding Corporation |
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75,000 |
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— |
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Property and equipment, net |
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6,122 |
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29,836 |
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Goodwill |
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— |
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37,248 |
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Intangible assets, net |
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3,045 |
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6,671 |
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Operating lease assets |
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11,889 |
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87,082 |
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Deferred tax asset, net |
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8,696 |
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3,280 |
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Other assets |
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15,080 |
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16,051 |
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Discontinued operations total assets |
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— |
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992 |
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Total assets |
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$ |
387,447 |
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361,507 |
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LIABILITIES AND EQUITY |
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Liabilities: |
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Accounts payable |
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$ |
5,848 |
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10,104 |
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Accrued expenses |
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13,384 |
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14,115 |
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Other liabilities |
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6,097 |
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6,336 |
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Due to parent |
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— |
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1,362 |
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Operating lease liabilities |
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12,199 |
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99,568 |
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Notes payable and other borrowings |
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36,000 |
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42,736 |
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Discontinued operations total liabilities |
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— |
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1,041 |
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Total liabilities |
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73,528 |
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175,262 |
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Commitments and contingencies (See Note 10) |
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Redeemable noncontrolling interest |
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— |
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4,009 |
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Equity: |
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Bluegreen Vacations Holding Corporation equity |
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— |
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179,681 |
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Preferred stock of $0.01 par value; authorized 10,000,000 shares |
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— |
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— |
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Class A Common Stock of $0.01 par value; authorized 30,000,000 shares; |
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issued and outstanding 15,624,091 in 2020 |
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156 |
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— |
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Class B Common Stock of $0.01 par value; authorized 4,000,000 shares; |
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issued and outstanding 3,693,596 in 2020 |
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37 |
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— |
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Additional paid-in capital |
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312,153 |
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— |
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Retained earnings |
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— |
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— |
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Accumulated other comprehensive income |
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1,375 |
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1,554 |
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Total shareholders' equity |
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313,721 |
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181,235 |
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Noncontrolling interests |
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198 |
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1,001 |
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Total equity |
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313,919 |
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182,236 |
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Total liabilities and equity |
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$ |
387,447 |
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361,507 |
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See Notes to Condensed Consolidated Financial Statements - Unaudited |
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1
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BBX Capital, Inc. |
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Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited |
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For the Three Months Ended |
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For the Nine Months Ended |
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September 30, |
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September 30, |
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(In thousands, except share data) |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenues: |
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Trade sales |
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$ |
35,692 |
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45,603 |
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99,628 |
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132,677 | |
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Sales of real estate inventory |
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4,970 |
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370 |
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14,248 |
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5,030 | |
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Interest income |
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387 |
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178 |
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586 |
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674 | |
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Net gains on sales of real estate assets |
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164 |
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399 |
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130 |
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11,395 | |
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Other revenue |
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992 |
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1,142 |
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2,398 |
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3,052 | |
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Total revenues |
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42,205 |
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47,692 |
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116,990 |
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152,828 | |
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Costs and Expenses: |
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Cost of trade sales |
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27,981 |
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30,704 |
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80,154 |
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91,845 | |
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Cost of real estate inventory sold |
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3,367 |
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— |
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9,473 |
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2,643 | |
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Interest expense |
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— |
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118 |
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— |
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409 | |
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Recoveries from loan losses, net |
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(807) |
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(1,821) |
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(5,844) |
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(4,206) | |
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Impairment losses |
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— |
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37 |
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30,740 |
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37 | |
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Selling, general and administrative expenses |
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18,110 |
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23,194 |
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54,024 |
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68,504 | |
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Total costs and expenses |
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48,651 |
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52,232 |
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168,547 |
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159,232 | |
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Operating losses |
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(6,446) |
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(4,540) |
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(51,557) |
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(6,404) | |
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Equity in net (losses) earnings of unconsolidated real estate joint ventures |
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(646) |
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28,534 |
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50 |
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37,276 | |
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Loss on the deconsolidation of IT'SUGAR, LLC |
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(3,326) |
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— |
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(3,326) |
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— |
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Other income |
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81 |
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67 |
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192 |
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621 | |
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Foreign exchange (loss) gain |
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(58) |
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1 |
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214 |
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(23) | |
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(Loss) income before income taxes |
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(10,395) |
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24,062 |
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(54,427) |
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31,470 | |
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Benefit (provision) for income taxes |
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1,633 |
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(6,893) |
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10,847 |
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(9,041) | |
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Net (loss) income from continuing operations |
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(8,762) |
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17,169 |
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(43,580) |
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22,429 | |
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Discontinued operations |
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Loss from operations |
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— |
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(4,829) |
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(91) |
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(9,473) | |
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Benefit for income taxes |
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— |
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1,175 |
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17 |
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2,296 | |
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Loss from discontinued operations |
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— |
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(3,654) |
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(74) |
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(7,177) | |
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Net (loss) income |
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(8,762) |
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13,515 |
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(43,654) |
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15,252 | |
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Less: Net loss attributable to noncontrolling interests |
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|
510 |
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|
97 |
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4,822 |
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|
165 | |
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Net (loss) income attributable to shareholders |
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$ |
(8,252) |
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13,612 |
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(38,832) |
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15,417 | |
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Basic and diluted (loss) earnings per share from continuing operations |
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$ |
(0.43) |
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0.89 |
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(2.01) |
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1.17 | |
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Basic and diluted loss per share from discontinued operations |
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— |
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(0.19) |
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— |
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(0.37) | |
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Total basic and diluted (loss) earnings per share |
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(0.43) |
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0.70 |
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(2.01) |
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0.80 | |
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Weighted average number of common shares outstanding |
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19,318 |
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|
19,318 |
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|
19,318 |
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19,318 | |
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Net (loss) income |
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$ |
(8,762) |
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|
13,515 |
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(43,654) |
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|
15,252 | |
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Other comprehensive income (loss), net of tax: |
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Unrealized gain on securities available for sale |
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15 |
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17 |
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19 |
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54 | |
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Foreign currency translation adjustments |
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|
157 |
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(75) |
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(198) |
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|
151 | |
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Other comprehensive income (loss), net |
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172 |
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(58) |
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(179) |
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205 | |
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Comprehensive (loss) income, net of tax |
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|
(8,590) |
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|
13,457 |
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|
(43,833) |
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|
15,457 | |
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Less: Comprehensive income attributable to noncontrolling interests |
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|
510 |
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|
97 |
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|
4,822 |
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|
165 | |
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Comprehensive (loss) income attributable to shareholders |
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$ |
(8,080) |
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|
13,554 |
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|
(39,011) |
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|
15,622 | |
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See Notes to Condensed Consolidated Financial Statements - Unaudited |
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2
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BBX Capital, Inc. |
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Condensed Consolidated Statements of Changes in Equity - Unaudited |
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For the Three Months Ended September 30, 2019 and 2020 |
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(In thousands) |
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Shares of |
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Accumulated |
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Common Stock |
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Common |
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Other |
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Outstanding |
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Stock |
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Additional |
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Comprehen- |
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Non- |
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Class |
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Class |
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Parent |
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Paid-in |
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sive |
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controlling |
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Total |
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A |
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B |
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A |
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B |
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Equity |
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Capital |
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Income |
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Interests |
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Equity |
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Balance, June 30, 2019 |
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|
— |
|
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— |
|
$ |
— |
|
|
— |
|
|
207,742 |
|
|
— |
|
|
1,479 |
|
|
1,071 |
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|
210,292 | |
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Net income excluding $82 of loss attributable to redeemable noncontrolling interest |
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|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
13,612 |
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|
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— |
|
|
(179) |
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|
13,433 | |
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Other comprehensive loss |
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|
— |
|
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— |
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|
— |
|
|
— |
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|
— |
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— |
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(58) |
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|
— |
|
|
(58) | |
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Net transfers to Parent |
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— |
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— |
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|
— |
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|
— |
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|
(28,726) |
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— |
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|
— |
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|
— |
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|
(28,726) | |
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Balance, September 30, 2019 |
|
|
— |
|
|
— |
|
$ |
— |
|
|
— |
|
|
192,628 |
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|
— |
|
|
1,421 |
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|
892 |
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|
194,941 | |
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Balance, June 30, 2020 |
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|
— |
|
|
— |
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$ |
— |
|
|
— |
|
|
242,932 |
|
|
— |
|
|
1,203 |
|
|
278 |
|
|
244,413 | |
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Net loss excluding $484 of loss attributable to redeemable noncontrolling interest |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(8,252) |
|
|
— |
|
|
— |
|
|
(26) |
|
|
(8,278) | |
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Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
172 |
|
|
— |
|
|
172 | |
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Distributions to noncontrolling interests |
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|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(54) |
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|
(54) | |
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Reversal of accretion of redeemable noncontrolling interest |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,150 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,150 | |
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Net transfers from Parent |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
74,516 |
|
|
— |
|
|
— |
|
|
— |
|
|
74,516 | |
|
Issuance of common stock |
|
|
15,624 |
|
|
3,694 |
|
|
156 |
|
|
37 |
|
|
(193) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Transfer to additional paid-in capital |
— |
— |
— |
— |
(312,153) | 312,153 |
— |
— |
— |
|||||||||||||||||||
|
Balance, September 30, 2020 |
|
|
15,624 |
|
|
3,694 |
|
$ |
156 |
|
|
37 |
|
|
— |
|
|
312,153 |
|
|
1,375 |
|
|
198 |
|
|
313,919 | |
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See Notes to Condensed Consolidated Financial Statements - Unaudited |
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3
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BBX Capital, Inc. |
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Condensed Consolidated Statements of Changes in Equity - Unaudited |
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For the Nine Months Ended September 30, 2019 and 2020 |
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(In thousands) |
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Shares of |
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Accumulated |
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|||
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Common Stock |
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Common |
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Other |
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Outstanding |
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Stock |
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Additional |
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Comprehen- |
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Non- |
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Class |
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Class |
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Parent |
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Paid-in |
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sive |
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controlling |
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Total |
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A |
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B |
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A |
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B |
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Equity |
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Capital |
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Income |
|
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Interests |
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Equity |
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Balance, December 31, 2018 |
|
|
— |
|
|
— |
|
$ |
— |
|
|
— |
|
|
235,415 |
|
|
— |
|
|
1,216 |
|
|
899 |
|
|
237,530 |
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Cumulative effect from the adoption of ASU 2016-02, net of income taxes and redeemable noncontrolling interest |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,202) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,202) |
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Net income excluding $158 of loss attributable to redeemable noncontrolling interest |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
15,417 |
|
|
— |
|
|
— |
|
|
(7) |
|
|
15,410 |
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Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
205 |
|
|
— |
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|
205 |
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Net transfers to Parent |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
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|
(56,002) |
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|
— |
|
|
— |
|
|
— |
|
|
(56,002) |
|
Balance, September 30, 2019 |
|
|
— |
|
|
— |
|
$ |
— |
|
|
— |
|
|
192,628 |
|
|
— |
|
|
1,421 |
|
|
892 |
|
|
194,941 |
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Balance, December 31, 2019 |
|
|
— |
|
|
— |
|
$ |
— |
|
|
— |
|
|
179,681 |
|
|
— |
|
|
1,554 |
|
|
1,001 |
|
|
182,236 |
|
Net loss excluding $4,073 of loss attributable to redeemable noncontrolling interest |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(38,832) |
|
|
— |
|
|
— |
|
|
(749) |
|
|
(39,581) |
|
Other comprehensive loss |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
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|
(179) |
|
|
— |
|
|
(179) |
|
Distributions to noncontrolling interests |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
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|
(54) |
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|
(54) |
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Accretion of redeemable noncontrolling interest |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
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|
(1,248) |
|
|
— |
|
|
— |
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|
— |
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|
(1,248) |
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Reversal of accretion of redeemable noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,150 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,150 |
|
Net transfers from Parent |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
169,595 |
|
|
— |
|
|
— |
|
|
— |
|
|
169,595 |
|
Issuance of common stock |
|
|
15,624 |
|
|
3,694 |
|
|
156 |
|
|
37 |
|
|
(193) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Transfer to additional paid-in capital |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(312,153) |
|
|
312,153 |
|
|
— |
|
|
— |
|
|
— |
|
Balance, September 30, 2020 |
|
|
15,624 |
|
|
3,694 |
|
$ |
156 |
|
|
37 |
|
|
— |
|
|
312,153 |
|
|
1,375 |
|
|
198 |
|
|
313,919 |
|
|
|
|
|
|
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|
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See Notes to Condensed Consolidated Financial Statements - Unaudited |
|||||||||||||||||||||||||||
4
|
|
||||||
|
BBX Capital, Inc. |
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|
Condensed Consolidated Statements of Cash Flows - Unaudited |
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|
(In thousands) |
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|
||||||
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|
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For the Nine Months Ended September 30, |
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|
|
2020 |
2019 |
||||
|
Operating activities: |
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|
Net (loss) income |
$ |
(43,654) | 15,252 | |||
|
Adjustment to reconcile net (loss) income to net cash |
||||||
|
(used in) provided by operating activities: |
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|
Recoveries from loan losses, net |
(5,844) | (4,206) | ||||
|
Depreciation, amortization and accretion, net |
5,468 | 6,519 | ||||
|
Net gains on sales of real estate and property and equipment |
(130) | (11,105) | ||||
|
Equity earnings of unconsolidated real estate joint ventures |
(50) | (37,276) | ||||
|
Return on investment in unconsolidated real estate joint ventures |
3,934 | 38,020 | ||||
|
Loss from the deconsolidation of IT'SUGAR, LLC |
3,326 |
— |
||||
|
(Increase) decrease in deferred income tax asset, net |
(5,402) | 6,277 | ||||
|
Impairment losses |
31,588 | 6,786 | ||||
|
Decrease (increase) in trade inventory |
279 | (5,016) | ||||
|
(Increase) decrease in trade receivables |
(2,336) | 5,042 | ||||
|
Decrease (increase) in real estate inventory |
925 | (2,865) | ||||
|
Net change in operating lease asset and operating lease liability |
(964) | 683 | ||||
|
(Increase) decrease in other assets |
(1,388) | 3,744 | ||||
|
Increase (decrease) in accrued liabilities |
12,376 | (3,227) | ||||
|
(Decrease) increase in due to parent |
(1,362) | 582 | ||||
|
Decrease in accounts payable |
(4,256) | (1,554) | ||||
|
(Decrease) increase in other liabilities |
(246) | 3,716 | ||||
|
Net cash (used in) provided by operating activities |
(7,736) | 21,372 | ||||
|
Investing activities: |
||||||
|
Return of investment in unconsolidated real estate joint ventures |
4,631 | 30,331 | ||||
|
Investments in unconsolidated real estate joint ventures |
(14,009) | (20,076) | ||||
|
Proceeds from repayment of loans receivable |
5,960 | 4,935 | ||||
|
Proceeds from sales of real estate held-for-sale |
2,151 | 32,136 | ||||
|
Additions to real estate held-for-sale and held-for-investment |
(70) | (438) | ||||
|
Purchases of property and equipment |
(4,032) | (7,765) | ||||
|
Decrease in cash from other investing activities |
(1,065) | (73) | ||||
|
Net cash (used in) provided by investing activities |
(6,434) | 39,050 | ||||
|
|
(Continued) |
|||||
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBX Capital, Inc. |
||||||
|
Condensed Consolidated Statements of Cash Flows - Unaudited |
||||||
|
(In thousands) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
||||
|
|
|
2020 |
|
2019 |
||
|
Financing activities: |
|
|
|
|
|
|
|
Repayments of notes payable and other borrowings |
|
|
(15,415) |
|
|
(2,699) |
|
Proceeds from notes payable and other borrowings |
|
|
10,919 |
|
|
663 |
|
Distributions to noncontrolling interests |
|
|
(54) |
|
|
— |
|
Net transfers from (to) Parent |
|
|
94,275 |
|
|
(56,002) |
|
Net cash provided by (used in) financing activities |
|
|
89,725 |
|
|
(58,038) |
|
Increase in cash, cash equivalents and restricted cash |
|
|
75,555 |
|
|
2,384 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
21,287 |
|
|
30,082 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
96,842 |
|
|
32,466 |
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
Interest paid on borrowings, net of amounts capitalized |
|
$ |
— |
|
|
— |
|
Income taxes paid |
|
|
330 |
|
|
1,016 |