c974-20220930x10q

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, 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 [X]
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 3, 2022 is as follows:

Class A Common Stock of $.01 par value, 12,210,631 shares outstanding.
‎Class B Common Stock of $.01 par value, 3,860,618 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,
	2022		2021
ASSETS
Cash and cash equivalents	$	98,533		118,045
Restricted cash		750		1,000
Securities available for sale, at fair value		38,140		5,552
Trade accounts receivable, net		23,526		29,899
Trade inventory, net		54,496		41,895
Real estate ($4,804 in 2022 and $7,679 in 2021 held for sale)		17,710		22,868
Investments in and advances to unconsolidated real estate joint ventures		46,640		52,966
Note receivable from Bluegreen Vacations Holding Corporation		50,000		50,000
Property and equipment, net		32,508		30,611
Goodwill		18,414		18,414
Intangible assets, net		30,049		31,982
Operating lease assets		99,898		90,639
Deferred tax asset, net		4,646		3,776
Contingent purchase price receivable		14,648		19,925
Other assets		15,808		15,783
Total assets	$	545,766		533,355
LIABILITIES AND EQUITY
Liabilities:
Accounts payable	$	18,497		12,980
Accrued expenses		25,970		33,136
Other liabilities		5,473		5,002
Operating lease liabilities		114,820		103,262
Notes payable and other borrowings		44,218		54,883
Total liabilities		208,978		209,263
Commitments and contingencies (See Note 13)
Redeemable noncontrolling interest		1,868		1,144
Equity:
Class A Common Stock of $0.01 par value; authorized 30,000,000 shares; issued and outstanding 11,692,660 in 2022 and 11,803,842 in 2021		117		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		313,264		310,588
Accumulated earnings		20,241		9,226
Accumulated other comprehensive income		632		1,836
Total shareholders' equity		334,291		321,805
Noncontrolling interests		629		1,143
Total equity		334,920		322,948
Total liabilities and equity	$	545,766		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 Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues:
Trade sales	$	71,097		67,453		209,431		159,899
Sales of real estate inventory		1,606		21,849		16,813		47,774
Interest income		1,576		1,506		3,968		4,823
Net gains on sales of real estate assets		—		129		1,329		438
Other revenue		955		854		2,862		2,450
Total revenues		75,234		91,791		234,403		215,384
Costs and expenses:
Cost of trade sales		54,057		50,614		160,661		125,074
Cost of real estate inventory sold		556		9,999		6,669		23,425
Interest expense		615		374		1,660		958
Recoveries from loan losses, net		(278)		(5,393)		(4,215)		(7,038)
Impairment losses		311		—		375		—
Selling, general and administrative expenses		29,073		22,670		86,498		49,907
Total costs and expenses		84,334		78,264		251,648		192,326
Operating (losses) income		(9,100)		13,527		(17,245)		23,058
Equity in net earnings of unconsolidated real estate joint ventures		15,026		11,820		35,712		15,992
Other (expense) income		(310)		60		777		252
Gain on the consolidation of IT'SUGAR, LLC		—		—		—		15,890
Foreign exchange gain		903		292		1,071		788
Income before income taxes		6,519		25,699		20,315		55,980
Provision for income taxes		(2,519)		(6,382)		(7,852)		(13,971)
Net income		4,000		19,317		12,463		42,009
Net loss (income) attributable to noncontrolling interests		24		(125)		200		(352)
Net income attributable to shareholders	$	4,024		19,192		12,663		41,657
Basic earnings per share	$	0.26		1.13		0.82		2.27
Diluted earnings per share	$	0.26		1.13		0.82		2.27
Basic weighted average number of common shares outstanding		15,409		17,027		15,452		18,373
Diluted weighted average number of common shares outstanding		15,494		17,027		15,491		18,373

Net income	$	4,000		19,317		12,463		42,009
Other comprehensive (loss) income, net of tax:
Unrealized loss on securities available for sale		(61)		(12)		(152)		—
Foreign currency translation adjustments		(838)		(332)		(1,052)		8
Other comprehensive (loss) income, net		(899)		(344)		(1,204)		8
Comprehensive income, net of tax		3,101		18,973		11,259		42,017
Comprehensive loss (income) attributable to noncontrolling interests		24		(125)		200		(352)
Comprehensive income attributable to shareholders	$	3,125		18,848		11,459		41,665

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, 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		Earnings		Income		Interests		Equity
Balance, June 30, 2021		15,027		3,694	$	150		37		310,588		15,247		2,182		254		328,458
Net income excluding $139 of income attributable to redeemable noncontrolling interest		—		—		—		—		—		19,192		—		(14)		19,178
Other comprehensive loss		—		—		—		—		—		—		(344)		—		(344)
Purchase and retirement of common stock from tender offer		(1,403)		—		(


BBX Capital, Inc. TABLE OF CONTENTS

Part I.
Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition as of September 30, 2022 and December 31, 2021 - Unaudited	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021 - Unaudited	2
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2022 and 2021 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 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	33
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	60
Item 4.	Controls and Procedures	60

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 6.	Exhibits	61
	Signatures	62