c974-20220630x10q

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, 2022

[ ] 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 [X]	Non-accelerated filer [ ]	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, 2022 is as follows:

Class A Common Stock of $.01 par value, 12,364,183 shares outstanding.
‎Class B Common Stock of $.01 par value, 3,871,866 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,
	2022		2021
ASSETS
Cash and cash equivalents	$	118,136		118,045
Restricted cash		750		1,000
Trade accounts receivable, net		23,893		29,899
Trade inventory, net		56,374		41,895
Real estate ($5,099 in 2022 and $7,679 in 2021 held for sale)		16,004		22,868
Investments in and advances to unconsolidated real estate joint ventures		51,740		52,966
Note receivable from Bluegreen Vacations Holding Corporation		50,000		50,000
Property and equipment, net		30,888		30,611
Goodwill		18,414		18,414
Intangible assets, net		30,694		31,982
Operating lease assets		100,667		90,639
Deferred tax asset, net		4,246		3,776
Contingent purchase price receivable		18,658		19,925
Other assets		22,733		21,335
Total assets	$	543,197		533,355
LIABILITIES AND EQUITY
Liabilities:
Accounts payable	$	15,930		12,980
Accrued expenses		29,514		33,136
Other liabilities		5,433		5,002
Operating lease liabilities		115,100		103,262
Notes payable and other borrowings		43,564		54,883
Total liabilities		209,541		209,263
Commitments and contingencies (See Note 12)
Redeemable noncontrolling interest		1,502		1,144
Equity:
Class A Common Stock of $0.01 par value; authorized 30,000,000 shares; issued and outstanding 11,792,660 in 2022 and 11,803,842 in 2021		118		118
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares; issued and outstanding 3,666,837 in 2022 and 3,671,437 in 2021		37		37
Additional paid-in capital		312,299		310,588
Accumulated earnings		17,439		9,226
Accumulated other comprehensive income		1,531		1,836
Total shareholders' equity		331,424		321,805
Noncontrolling interests		730		1,143
Total equity		332,154		322,948
Total liabilities and equity	$	543,197		533,355

See Notes to Condensed Consolidated Financial Statements - Unaudited

‎

BBX Capital, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income – Unaudited

(In thousands, except per share data)



	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenues:
Trade sales	$	72,585		46,532		138,334		92,446
Sales of real estate inventory		8,737		12,390		15,207		25,925
Interest income		1,221		1,667		2,370		3,317
Net gains on sales of real estate assets		—		204		1,329		309
Other revenue		1,150		925		1,929		1,596
Total revenues		83,693		61,718		159,169		123,593
Costs and expenses:
Cost of trade sales		55,598		37,567		106,604		74,460
Cost of real estate inventory sold		3,878		5,568		6,113		13,426
Interest expense		509		294		1,045		584
Recoveries from loan losses, net		(3,289)		(1,137)		(3,937)		(1,645)
Impairment losses		—		—		64		—
Selling, general and administrative expenses		30,061		14,039		57,425		27,237
Total costs and expenses		86,757		56,331		167,314		114,062
Operating (losses) income		(3,064)		5,387		(8,145)		9,531
Equity in net earnings of unconsolidated real estate joint ventures		19,154		4,443		20,686		4,172
Other income		103		129		1,087		192
Gain on the consolidation of IT'SUGAR, LLC		—		15,890		—		15,890
Foreign exchange gain		357		976		168		496
Income before income taxes		16,550		26,825		13,796		30,281
Provision for income taxes		(6,161)		(6,588)		(5,333)		(7,589)
Net income		10,389		20,237		8,463		22,692
Net loss (income) attributable to noncontrolling interests		66		(117)		176		(227)
Net income attributable to shareholders	$	10,455		20,120		8,639		22,465
Basic earnings per share	$	0.68		1.07		0.56		1.18
Diluted earnings per share	$	0.68		1.07		0.56		1.18
Basic weighted average number of common shares outstanding		15,471		18,811		15,473		19,046
Diluted weighted average number of common shares outstanding		15,471		18,811		15,491		19,046

Net income	$	10,389		20,237		8,463		22,692
Other comprehensive (loss) income, net of tax:
Unrealized (loss) income on securities available for sale		(45)		14		(91)		12
Foreign currency translation adjustments		(378)		226		(214)		340
Other comprehensive (loss) income, net		(423)		240		(305)		352
Comprehensive income, net of tax		9,966		20,477		8,158		23,044
Comprehensive loss (income) attributable to noncontrolling interests		66		(117)		176		(227)
Comprehensive income attributable to shareholders	$	10,032		20,360		8,334		22,817

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, 2022 and 2021
(In thousands)

	Shares of												Accumulated
	Common Stock				Common								Other
	Outstanding				Stock				Additional				Comprehen-		Non-
	Class				Class				Paid-in		Accumulated		sive		controlling		Total
	A		B		A		B		Capital		(Deficit) Earnings		Income		Interests		Equity
Balance, March 31, 2021		15,285		3,694	$	153		37		310,588		(3,245)		1,942		209		309,684
Net income excluding $72 of loss attributable to redeemable noncontrolling interest		—		—		—		—		—		20,120		—		45		20,165
Other comprehensive income		—		—		—		—		—		—		240		—		240
Purchase and retirement of common stock		(258)		—		(3)		—		—		(1,628)		—		—		(1,631)
Balance, June 30, 2021		15,027		3,694	$	150		37		310,588		15,247		2,182		254


BBX Capital, Inc. TABLE OF CONTENTS

Part I.
Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition as of June 30, 2022 and December 31, 2021 - Unaudited	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2022 and 2021 - Unaudited	2
	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2022 and 2021 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 - Unaudited	5
	Notes to Condensed Consolidated Financial Statements - Unaudited	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	55
Item 4.	Controls and Procedures	55

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 5.	Other Information	56
Item 6.	Exhibits	57
	Signatures	58