c974-20210930x10q

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 September 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 November 2, 2021 is as follows:

Class A Common Stock of $.01 par value, 13,101,493 shares outstanding.
‎Class B Common Stock of $.01 par value, 3,679,202 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)



	September 30,		December 31,
	2021		2020
ASSETS
Cash and cash equivalents	$	113,547		90,037
Restricted cash		1,450		350
Trade accounts receivable, net		30,502		29,507
Trade inventory		43,381		31,846
Real estate ($7,800 in 2021 and $9,031 in 2020 held for sale)		31,227		55,800
Investments in and advances to unconsolidated real estate joint ventures		49,051		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		29,953		7,803
Goodwill		18,222		8,277
Intangible assets, net		32,626		22,420
Operating lease assets		76,913		13,488
Deferred tax asset, net		6,472		7,424
Other assets		40,910		24,718
Total assets	$	549,254		447,656
LIABILITIES AND EQUITY
Liabilities:
Accounts payable	$	13,915		14,472
Accrued expenses		42,415		30,852
Other liabilities		5,902		5,455
Operating lease liabilities		88,091		14,141
Notes payable and other borrowings		66,475		73,483
Total liabilities		216,798		138,403
Commitments and contingencies (See Note 12)
Redeemable noncontrolling interest		1,147		—
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 13,101,493 in 2021 and 15,624,091 in 2020		131		156
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares; issued and outstanding 3,679,202 in 2021 and 3,693,596 in 2020		37		37
Additional paid-in capital		310,588		310,588
Accumulated earnings (deficit)		18,475		(3,457)
Accumulated other comprehensive income		1,838		1,830
Total shareholders' equity		331,069		309,154
Noncontrolling interests		240		99
Total equity		331,309		309,253
Total liabilities and equity	$	549,254		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 Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenues:
Trade sales	$	67,453		35,692		159,899		99,628
Sales of real estate inventory		21,849		4,970		47,774		14,248
Interest income		1,506		387		4,823		586
Net gains on sales of real estate assets		129		164		438		130
Other revenue		854		992		2,450		2,398
Total revenues		91,791		42,205		215,384		116,990
Costs and expenses:
Cost of trade sales		50,614		27,981		125,074		81,030
Cost of real estate inventory sold		9,999		3,367		23,425		9,473
Interest expense		374		—		958		—
Recoveries from loan losses, net		(5,393)		(807)		(7,038)		(5,844)
Impairment losses		—		—		—		30,740
Selling, general and administrative expenses		22,670		18,110		49,907		53,148
Total costs and expenses		78,264		48,651		192,326		168,547
Operating income (losses)		13,527		(6,446)		23,058		(51,557)
Equity in net earnings (loss) of unconsolidated real estate joint ventures		11,820		(646)		15,992		50
Loss on the deconsolidation of IT'SUGAR, LLC		—		(3,326)		—		(3,326)
Gain on the consolidation of IT'SUGAR, LLC		—		—		15,890		—
Other income		60		81		252		192
Foreign exchange gain (loss)		292		(58)		788		214
Income (loss) from continuing operations before income taxes		25,699		(10,395)		55,980		(54,427)
(Provision) benefit for income taxes		(6,382)		1,633		(13,971)		10,847
Net income (loss) from continuing operations		19,317		(8,762)		42,009		(43,580)
Discontinued operations
Loss from operations		—		—		—		(91)
Benefit for income taxes		—		—		—		17
Loss from discontinued operations		—		—		—		(74)
Net income (loss)		19,317		(8,762)		42,009		(43,654)
Net (income) loss attributable to noncontrolling interests		(125)		510		(352)		4,822
Net income (loss) attributable to shareholders	$	19,192		(8,252)		41,657		(38,832)

Basic and diluted earnings (loss) per share from continuing operations	$	1.13		(0.43)		2.27		(2.01)
Basic and diluted earnings (loss) per share from discontinued operations		—		—		—		—
Total basic and diluted loss per share	$	1.13		(0.43)		2.27		(2.01)
Weighted average number of common shares outstanding		17,027		19,318		18,373		19,318

Net income (loss)	$	19,317		(8,762)		42,009		(43,654)
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on securities available for sale		(12)		15		—		19
Foreign currency translation adjustments		(332)		157		8		(198)
Other comprehensive (loss) income, net		(344)		172		8		(179)
Comprehensive income (loss), net of tax		18,973		(8,590)		42,017		(43,833)
Comprehensive (income) loss attributable to noncontrolling interests		(125)		510		(352)		4,822
Comprehensive income (loss) attributable to shareholders	$	18,848		(8,080)		41,665		(39,011)

See Notes to Condensed Consolidated Financial Statements – Unaudited

‎



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

	Shares of											Accumulated
	Common Stock				Common							Other
	Outstanding				Stock				Bluegreen		Additional	Comprehen-		Non-
	Class				Class				Vacations		Paid-in	sive		controlling		Total
	A		B		A		B		Equity		Capital	Income		Interests		Equity
Balance, June 30, 2020		—		—	$	—		—		242,932	—		1,203		278		244,413
Net loss excluding $484 of loss attributable to redeemable noncontrolling interest		—		—		—		—		(8,252)	—		—		(26)		(8,278)
Other comprehensive income		—		—		—		—		—


BBX Capital, Inc. TABLE OF CONTENTS

Part I.
Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition as of September 30, 2021 and December 31, 2020 - Unaudited	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020 - Unaudited	2
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2021 and 2020 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 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	34
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	58
Item 4.	Controls and Procedures	58

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 5.	Other Information	60
Item 6.	Exhibits	60
	Signatures	61