c974-20210630x10q

UNITED STATES

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 June 30, 2021

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number

000-56177

BBX Capital, Inc.

(Exact name of registrant as specified in its charter)


Florida		82-4669146
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

201 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida		33301
(Address of principal executive office)		(Zip Code)

(954) 940-4900

(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.


Large accelerated filer [ ]	Accelerated filer [ ]	Non-accelerated filer [X ]	Smaller reporting company [ ]
Emerging growth company[X]

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 August 3, 2021 is as follows:

Class A Common Stock of $.01 par value, 13,624,209 shares outstanding.
‎Class B Common Stock of $.01 par value, 3,693,596 shares outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BBX Capital, Inc.

Condensed Consolidated Statements of Financial Condition - Unaudited

(In thousands, except share data)



	June 30,		December 31,
	2021		2020
ASSETS
Cash and cash equivalents	$	101,851		90,037
Restricted cash		350		350
Trade accounts receivable, net		27,394		29,507
Trade inventory		42,564		31,846
Real estate ($8,264 in 2021 and $9,031 in 2020 held for sale)		40,639		55,800
Investments in and advances to unconsolidated real estate joint ventures		55,288		58,010
Investment in and advances to IT'SUGAR, LLC		—		22,976
Note receivable from Bluegreen Vacations Holding Corporation		75,000		75,000
Property and equipment, net		28,437		7,803
Goodwill		20,796		8,277
Intangible assets, net		31,321		22,420
Operating lease assets		70,615		13,488
Deferred tax asset, net		6,472		7,424
Other assets		35,932		24,718
Total assets	$	536,659		447,656
LIABILITIES AND EQUITY
Liabilities:
Accounts payable	$	18,117		14,472
Accrued expenses		40,161		30,852
Other liabilities		5,154		5,455
Operating lease liabilities		79,485		14,141
Notes payable and other borrowings		64,275		73,483
Total liabilities		207,192		138,403
Commitments and contingencies (See Note 11)
Redeemable noncontrolling interest		1,009		—
Equity:
Preferred stock of $0.01 par value; authorized 10,000,000 shares		—		—
Class A Common Stock of $0.01 par value; authorized 30,000,000 shares; issued and outstanding 15,026,994 in 2021 and 15,624,091 in 2020		150		156
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares; issued and outstanding 3,693,596 in 2021 and 3,693,596 in 2020		37		37
Additional paid-in capital		306,827		310,588
Accumulated earnings (deficit)		19,008		(3,457)
Accumulated other comprehensive income		2,182		1,830
Total shareholders' equity		328,204		309,154
Noncontrolling interests		254		99
Total equity		328,458		309,253
Total liabilities and equity	$	536,659		447,656

See Notes to Condensed Consolidated Financial Statements - Unaudited

‎



BBX Capital, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited
(In thousands, except share data)

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenues:
Trade sales	$	46,532		23,050		92,446		63,936
Sales of real estate inventory		12,390		2,839		25,925		9,278
Interest income		1,667		83		3,317		199
Net gains (losses) on sales of real estate assets		204		13		309		(34)
Other revenue		925		619		1,596		1,406
Total revenues		61,718		26,604		123,593		74,785
Costs and expenses:
Cost of trade sales		37,567		23,269		74,460		53,049
Cost of real estate inventory sold		5,568		1,474		13,426		6,106
Interest expense		294		—		584		—
Recoveries from loan losses, net		(1,137)		(1,525)		(1,645)		(5,037)
Impairment losses		—		3,305		—		30,740
Selling, general and administrative expenses		14,039		13,718		27,237		35,038
Total costs and expenses		56,331		40,241		114,062		119,896
Operating income (losses)		5,387		(13,637)		9,531		(45,111)
Equity in net earnings of unconsolidated real estate joint ventures		4,443		145		4,172		696
Other income		129		75		192		111
Gain on the consolidation of IT'SUGAR, LLC		15,890		—		15,890		—
Foreign exchange gain (loss)		976		(6)		496		272
Income (loss) from continuing operations before income taxes		26,825		(13,423)		30,281		(44,032)
(Provision) benefit for income taxes		(6,588)		3,306		(7,589)		9,214
Net income (loss) from continuing operations		20,237		(10,117)		22,692		(34,818)
Discontinued operations
Gain (loss) from operations		—		798		—		(91)
(Provision) benefit for income taxes		—		(194)		—		17
Income (loss) from discontinued operations		—		604		—		(74)
Net income (loss)		20,237		(9,513)		22,692		(34,892)
Net (income) loss attributable to noncontrolling interests		(117)		856		(227)		4,312
Net income (loss) attributable to shareholders	$	20,120		(8,657)		22,465		(30,580)

Basic and diluted earnings (loss) per share from continuing operations	$	1.07		(0.48)		1.18		(1.58)
Basic and diluted earnings per share from discontinued operations		—		0.03		—		—
Total basic and diluted earnings (loss) per share	$	1.07		(0.45)		1.18		(1.58)
Weighted average number of common shares outstanding		18,811		19,318		19,046		19,318

Net income (loss)	$	20,237		(9,513)		22,692		(34,892)
Other comprehensive income (loss), net of tax:
Unrealized gain on securities available for sale		14		41		12		4
Foreign currency translation adjustments		226		195		340		(355)
Other comprehensive income (loss), net		240		236		352		(351)
Comprehensive income (loss), net of tax		20,477		(9,277)		23,044		(35,243)
Comprehensive (income) loss attributable to noncontrolling interests		(117)		856		(227)		4,312
Comprehensive income (loss) attributable to shareholders	$	20,360		(8,421)		22,817		(30,931)

See Notes to Condensed Consolidated Financial Statements – Unaudited

‎



BBX Capital, Inc.
Condensed Consolidated Statements of Changes in Equity - Unaudited
For the Three Months Ended June 30, 2021 and 2020
(In thousands)

	Shares of										Accumulated
	Common Stock				Common						Other
	Outstanding				Stock						Comprehen-		Non-
	Class				Class				Parent		sive		controlling		Total
	A		B		A		B		Equity		Income		Interests		Equity
Balance, March 31, 2020		—		—	$	—		—		160,655		967		288		161,910
Net loss excluding $846 of loss attributable to redeemable noncontrolling interest		—		—		—		—		(8,657)		—		(10)		(8,667)
Other comprehensive income		—		—		—		—		—		236		—		236
Accretion of redeemable noncontrolling interest		—		—		—		—		(697)		—		—		(697)
Net transfers from Parent		—		—		—		—		91,631


BBX Capital, Inc. TABLE OF CONTENTS

Part I.
Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition as of June 30, 2021 and December 31, 2020 - Unaudited	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 - Unaudited	2
	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2021 and 2020 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 - Unaudited	5
	Notes to Condensed Consolidated Financial Statements - Unaudited	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	52
Item 4.	Controls and Procedures	53

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 6.	Exhibits	55
	Signatures	56