10-Q 1 c974-20210331x10q.htm 10-Q 20210331 Q1_2021

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 March 31, 2021



[   ] 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)





 

 

Florida

 

82-4669146

(State or other jurisdiction of incorporation or organization)

 

(I.R.S Employer Identification No.)



 

 

401 East Las Olas Boulevard,  Suite 800

 

 

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 May 5, 2021 is as follows:

 

Class A Common Stock of $.01 par value,  15,186,253 shares outstanding.
Class B Common Stock of $.01 par value,  3,693,596 shares outstanding.



 


 

 





 

 

BBX Capital, Inc.

TABLE OF CONTENTS



Part I.

Item 1.

Financial Statements

 



 

 



Condensed Consolidated Statements of Financial Condition as of March 31, 2021 and December 31, 2020 - Unaudited

1



Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2021 and 2020 - Unaudited

2



Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2021 and 2020 - Unaudited

3



Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 - Unaudited

4



Notes to Condensed Consolidated Financial Statements - Unaudited

6

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

24

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

41

Item 4.

Controls and Procedures

41



 

 

Part II.

OTHER INFORMATION

 



 

 

Item 1.

Legal Proceedings

41

Item 1A.

Risk Factors

41

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

42

Item 6.

Exhibits

43



Signatures

44



   

 

 

 


 

 

PART I – FINANCIAL INFORMATION



Item 1. Financial Statements



BBX Capital, Inc.

Condensed Consolidated Statements of Financial Condition - Unaudited

(In thousands, except share data)





 

 

 

 

 

 





 

March 31,

 

December 31,



 

2021

 

2020

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

87,807 

 

 

90,037 

Restricted cash

 

 

350 

 

 

350 

Trade accounts receivable, net

 

 

29,489 

 

 

29,507 

Trade inventory

 

 

31,724 

 

 

31,846 

Real estate ($8,785 in 2021 and $9,031 in 2020 held for sale)

 

 

47,243 

 

 

55,800 

Investments in and advances to unconsolidated real estate joint ventures

 

 

60,402 

 

 

58,010 

Investment in and advances to IT'SUGAR, LLC

 

 

23,209 

 

 

22,976 

Note receivable from Bluegreen Vacations Holding Corporation

 

 

75,000 

 

 

75,000 

Property and equipment, net

 

 

7,856 

 

 

7,803 

Goodwill

 

 

6,936 

 

 

8,277 

Intangible assets, net

 

 

21,999 

 

 

22,420 

Operating lease assets

 

 

13,825 

 

 

13,488 

Deferred tax asset, net

 

 

7,470 

 

 

7,424 

Other assets

 

 

28,641 

 

 

24,718 

Total assets

 

$

441,951 

 

 

447,656 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

13,504 

 

 

14,472 

Accrued expenses

 

 

30,524 

 

 

30,852 

Other liabilities

 

 

5,649 

 

 

5,455 

Operating lease liabilities

 

 

13,643 

 

 

14,141 

Notes payable and other borrowings

 

 

68,947 

 

 

73,483 

Total liabilities

 

 

132,267 

 

 

138,403 

Commitments and contingencies (See Note 11)

 

 

 

 

 

 

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 15,285,194 in 2021 and 15,624,091 in 2020

 

 

153 

 

 

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

 

 

308,455 

 

 

310,588 

Accumulated deficit

 

 

(1,112)

 

 

(3,457)

Accumulated other comprehensive income

 

 

1,942 

 

 

1,830 

Total shareholders' equity

 

 

309,475 

 

 

309,154 

Noncontrolling interests

 

 

209 

 

 

99 

Total equity

 

 

309,684 

 

 

309,253 

Total liabilities and equity

 

$

441,951 

 

 

447,656 

 

See Notes to Condensed Consolidated Financial Statements - Unaudited

1

 


 

 







 



 

 

 

 

 

 



 

 

 

 

 

 

BBX Capital, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited

(In thousands, except share data)



 

For the Three Months Ended



 

March 31,



 

2021

 

2020

Revenues:

 

 

 

 

 

 

Trade sales

 

$

45,914 

 

 

40,886 

Sales of real estate inventory

 

 

13,535 

 

 

6,439 

Interest income

 

 

1,650 

 

 

116 

Net gains (losses) on sales of real estate assets

 

 

105 

 

 

(47)

Other revenue

 

 

671 

 

 

787 

Total revenues

 

 

61,875 

 

 

48,181 

Costs and expenses:

 

 

 

 

 

 

Cost of trade sales

 

 

36,893 

 

 

29,780 

Cost of real estate inventory sold

 

 

7,858 

 

 

4,632 

Interest expense

 

 

290 

 

 

 —

Recoveries from loan losses, net

 

 

(508)

 

 

(3,512)

Impairment losses

 

 

 —

 

 

27,435 

Selling, general and administrative expenses

 

 

13,198 

 

 

21,320 

Total costs and expenses

 

 

57,731 

 

 

79,655 

Operating income (losses)

 

 

4,144 

 

 

(31,474)

Equity in net (losses) earnings of unconsolidated real estate joint ventures

 

 

(271)

 

 

551 

Other income

 

 

63 

 

 

36 

Foreign exchange (loss) gain

 

 

(480)

 

 

278 

Income (loss) from continuing operations before income taxes

 

 

3,456 

 

 

(30,609)

(Provision) benefit for income taxes

 

 

(1,001)

 

 

5,908 

Net income (loss) from continuing operations

 

 

2,455 

 

 

(24,701)

Discontinued operations

 

 

 

 

 

 

Loss from operations

 

 

 —

 

 

(889)

Benefit for income taxes

 

 

 —

 

 

211 

Loss from discontinued operations

 

 

 —

 

 

(678)

Net income (loss)

 

 

2,455 

 

 

(25,379)

Net (income) loss attributable to noncontrolling interests

 

 

(110)

 

 

3,456 

Net income (loss) attributable to shareholders

 

$

2,345 

 

 

(21,923)



 

 

 

 

 

 

Basic and diluted earnings (loss) per share from continuing operations

 

$

0.12 

 

 

(1.10)

Basic and diluted loss per share from discontinued operations

 

 

 —

 

 

(0.04)

Total basic and diluted earnings (loss) per share

 

 

0.12 

 

 

(1.14)

Weighted average number of common shares outstanding

 

 

19,282 

 

 

19,318 

Net income (loss)

 

$

2,455 

 

 

(25,379)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

Unrealized loss on securities available for sale

 

 

(2)

 

 

(37)

Foreign currency translation adjustments

 

 

114 

 

 

(550)

Other comprehensive income (loss), net

 

 

112 

 

 

(587)

Comprehensive income (loss), net of tax

 

 

2,567 

 

 

(25,966)

Comprehensive (income) loss attributable to noncontrolling interests

 

 

(110)

 

 

3,456 

Comprehensive income (loss) attributable to shareholders

 

$

2,457 

 

 

(22,510)



See Notes to Condensed Consolidated Financial Statements - Unaudited

2

 


 

 





 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BBX Capital, Inc.

Condensed Consolidated Statements of Changes in Equity - Unaudited

For the Three Months Ended March 31, 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, December 31, 2019

 

 

 —

 

 

 —

 

$

 —

 

 

 —

 

 

179,681 

 

 

1,554 

 

 

1,001 

 

 

182,236 

Net loss excluding $2,743 of loss attributable to redeemable noncontrolling interest

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(21,923)

 

 

 —

 

 

(713)

 

 

(22,636)

Other comprehensive loss

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(587)

 

 

 —

 

 

(587)

Accretion of redeemable noncontrolling interest

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(551)

 

 

 —

 

 

 —

 

 

(551)

Net transfers from Parent

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

3,448 

 

 

 —

 

 

 —

 

 

3,448 

Balance, March 31, 2020

 

 

 —

 

 

 —

 

$

 —

 

 

 —

 

 

160,655 

 

 

967 

 

 

288 

 

 

161,910 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Shares of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Common Stock

 

Common

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 



 

Outstanding

 

Stock

 

 

Additional

 

 

 

Other

 

Non-

 

 

 



 

Class

 

Class

 

Paid-in

 

Accumulated

 

Comprehensive

 

controlling

 

Total



 

A

 

B

 

A

 

B

 

Capital

 

Deficit

 

Income

 

Interests

 

Equity

Balance, December 31, 2020

 

 

15,624 

 

 

3,694 

 

$

156 

 

 

37 

 

 

310,588 

 

 

(3,457)

 

 

1,830 

 

 

99 

 

 

309,253 

Net income

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

2,345 

 

 

 —

 

 

110 

 

 

2,455 

Other comprehensive income

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

112 

 

 

 —

 

 

112 

Purchase and retirement of common stock

 

 

(339)

 

 

 —

 

 

(3)

 

 

 —

 

 

(2,133)

 

 

 —

 

 

 —

 

 

 —

 

 

(2,136)

Balance, March 31, 2021

 

 

15,285 

 

 

3,694 

 

$

153 

 

 

37 

 

 

308,455 

 

 

(1,112)

 

 

1,942 

 

 

209 

 

 

309,684 



See Notes to Condensed Consolidated Financial Statements - Unaudited

3

 


 

 





 BBX Capital, Inc.

Condensed Consolidated Statements of Cash Flows - Unaudited

(In thousands)







 

 

 

 

 



 

 

 

 

 



For the Three Months Ended March 31,



2021

 

2020

Operating activities:

 

 

 

 

 

Net income (loss) from continuing operations

$

2,455 

 

 

(24,701)

Adjustments to reconcile net income (loss) to net cash

 

 

 

 

 

provided by (used in) operating activities:

 

 

 

 

 

Recoveries from loan losses, net

 

(508)

 

 

(3,512)

Depreciation, amortization and accretion, net

 

1,041 

 

 

1,951 

Net (gains) losses on sales of real estate and property and equipment

 

(163)

 

 

47 

Equity in net losses (earnings) of unconsolidated real estate joint ventures

 

271 

 

 

(551)

Return on investment in unconsolidated real estate joint ventures

 

88 

 

 

1,430 

Increase in deferred tax asset, net

 

(46)

 

 

(3,210)

Impairment losses

 

 —

 

 

27,435 

Decrease in trade inventory

 

349 

 

 

312 

Decrease (increase) in trade receivables

 

18 

 

 

(1,734)

Decrease in real estate inventory

 

6,119 

 

 

1,241 

Net change in operating lease asset and operating lease liability

 

140 

 

 

337 

Increase in other assets

 

(4,480)

 

 

(372)

Decrease in accrued expenses

 

(801)

 

 

(4,162)

Decrease in due to parent

 

 —

 

 

(2,093)

Advances to IT'SUGAR

 

(233)

 

 

 —

(Decrease) increase in accounts payable

 

(968)

 

 

3,279 

Increase (decrease) in other liabilities

 

508 

 

 

(170)

Net cash used in operating activities from discontinued operations

 

 —

 

 

(4)

Net cash provided by (used in) operating activities

 

3,790 

 

 

(4,477)

Investing activities:

 

 

 

 

 

Return of investment in unconsolidated real estate joint ventures

 

3,115 

 

 

 —

Investments in unconsolidated real estate joint ventures

 

(5,866)

 

 

(2,922)

Proceeds from repayment of loans receivable

 

1,001 

 

 

3,909 

Proceeds from sales of real estate held-for-sale

 

368 

 

 

 —

Additions to real estate held-for-sale and held-for-investment

 

(19)

 

 

(51)

Purchases of property and equipment

 

(266)

 

 

(3,548)

Change in cash from other investing activities

 

(111)

 

 

(47)

Net cash used in investing activities

 

(1,778)

 

 

(2,659)



 

 

 

 

(Continued)







4

 


 

 

 









 

 

 

 

 



 

 

 

 

 



For the Three Months Ended March 31,



2021

 

2020

Financing activities:

 

 

 

 

 

Repayments of notes payable and other borrowings

 

(4,337)

 

 

(5,771)

Proceeds from notes payable and other borrowings

 

1,757 

 

 

6,375 

Purchase and retirement of Class A Common Stock

 

(1,662)

 

 

 —

Net transfers from parent

 

 —

 

 

3,448 

Net cash (used in) provided by financing activities

 

(4,242)

 

 

4,052 

Decrease in cash, cash equivalents and restricted cash

 

(2,230)

 

 

(3,084)

Cash, cash equivalents and restricted cash at beginning of period 

 

90,387 

 

 

21,287 

Cash, cash equivalents and restricted cash at end of period 

$

88,157 

 

 

18,203 



 

 

 

 

 

Interest paid on borrowings, net of amounts capitalized

$

106 

 

 

 —

Income taxes paid

 

20 

 

 

 —

Supplementary disclosure of non-cash investing and financing activities:

 

 

 

 

 

Construction funds receivable transferred to real estate

 

48 

 

 

 —

Class A Common Stock purchases with settlement dates in April 2021

 

474 

 

 

 —

Increase in other assets upon issuance of Community Development District Bonds

 

 —

 

 

185 

Operating lease assets obtained in exchange for new operating lease liabilities

 

 —

 

 

180 

Assumption of Community Development District Bonds by homebuilders

 

2,194 

 

 

1,532 

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

 

Cash and cash equivalents

 

87,807 

 

 

17,642 

Restricted cash

 

350 

 

 

529 

Cash discontinued operations

 

 —

 

 

32 

Total cash, cash equivalents, and restricted cash

$

88,157 

 

 

18,203 



 

 

 

 

 



See Notes to Condensed Consolidated Financial Statements - Unaudited





 

5

 


 

 

BBX Capital, Inc.

Notes to Condensed Consolidated Financial Statements - Unaudited

 

1.    Organization and Basis of Financial Statement Presentation



Organization



BBX Capital, Inc. and its subsidiaries (the “Company” or, unless otherwise indicated or the context otherwise requires, “we,” “us,” or “our”) is a Florida-based diversified holding company. BBX Capital, Inc. as a standalone entity without its subsidiaries is referred to as “BBX Capital.”



Spin-Off from BVH



Prior to September 30, 2020, the Company was a wholly owned subsidiary of Bluegreen Vacations Holding Corporation (“Parent” or “BVH”) (formerly known as BBX Capital Corporation),  a Florida-based diversified holding company whose principal holdings were Bluegreen Vacations Corporation (“Bluegreen”), BBX Capital Real Estate LLC (“BBX Capital Real Estate” or “BBXRE”), BBX Sweet Holdings, LLC (“BBX Sweet Holdings”), and Renin Holdings, LLC (“Renin”). On September 30, 2020, BVH completed the spin-off of the Company, which separated BVH’s business, activities, and investments into two separate, publicly-traded companies: (i) BVH, which continues to hold its investment in Bluegreen, and (ii) BBX Capital, which continues to hold all of BVH’s other businesses and investments, including BBX Capital Real Estate, BBX Sweet Holdings, and Renin. The spin-off was consummated on September 30, 2020 with the distribution by BVH to its shareholders of all of the outstanding shares of BBX Capital’s Common Stock through the distribution of one share of BBX Capital’s Class A Common Stock for each share of its Class A Common Stock and one share of BBX Capital’s Class B Common Stock for each share of its Class B Common Stock. Accordingly, as of the close of business on September 30, 2020, BVH ceased to have an ownership interest in the Company, and BVH’s shareholders who received shares of BBX Capital’s Common Stock in the distribution became shareholders of the Company following the spin-off.



In connection with the spin-off, BBX Capital was converted from a Florida limited liability company into a Florida corporation and changed its name from BBX Capital Florida LLC to BBX Capital, Inc., and BVH changed its name from BBX Capital Corporation to Bluegreen Vacations Holding Corporation. In addition, in connection with the spin-off, BVH issued a $75.0 million note payable to the Company that accrues interest at a rate of 6% per annum and requires payments of interest on a quarterly basis. Under the terms of the note, BVH has the option in its discretion to defer interest payments under the note, with interest on the entire outstanding balance thereafter to accrue at a cumulative, compounded rate of 8% per annum until such time as BVH is current on all accrued payments under the note, including deferred interest. All outstanding amounts under the note will become due and payable on September 30, 2025 or earlier upon certain other events. Further, BVH is permitted to prepay the note in whole or in part at any time. 



In October 2020, BBX Capital’s Class A Common Stock commenced trading on the OTCQX Best Market under the ticker symbol “BBXIA,” and its Class B Common Stock commenced trading on the OTC Pink Market under the ticker symbol “BBXIB.”



Common Stock



BBX Capital has two classes of common stock. Holders of BBX Capital’s Class A Common Stock are entitled to one vote per share, which in the aggregate represents 22% of the combined voting power of BBX Capital’s Class A and Class B Common Stock. BBX Capital’s Class B Common Stock represents the remaining 78% of the combined vote. As of March 31, 2021, the percentage of total common equity represented by the Class A and Class B Common Stock was 81% and 19%, respectively. BBX Capital’s Class B Common Stock is convertible into its Class A Common Stock on a share for share basis at any time at the option of the holder.



6

 


 

 

Share Repurchase Program



In October 2020, BBX Capital’s board of directors approved a share repurchase program which authorized the repurchase of up to $10.0 million of shares of BBX Capital’s Class A Common Stock and Class B Common Stock. The timing, price, and number of shares repurchased will be based on market conditions, applicable securities laws, and other factors. The stock repurchases may be made from time to time through solicited or unsolicited transactions in the open market or in privately negotiated transactions. The stock repurchase authorization does not obligate the Company to repurchase any specific number of shares and may be suspended, modified, or terminated at any time without prior notice.



As of March 31, 2021, BBX Capital had purchased 338,897 shares of the Company’s Class A Common Stock for approximately $2.1 million under the share repurchase program, which reflects an average cost of $6.30 per share, including fees. 



Earnings Per Share



Basic and diluted earnings per share is computed by dividing net income attributable to BBX Capital’s shareholders by the weighted average shares outstanding. For the three months ended March 31, 2020, the weighted average shares outstanding was based on the 19,317,687 shares issued in connection with the spin-off on September 30, 2020, while for the three months ended March 31, 2021, the weighted average shares outstanding was based on the actual weighted average number of shares outstanding for the period.  



Principal Investments



BBX Capital’s principal holdings include BBX Capital Real Estate, BBX Sweet Holdings, and Renin.



BBX Capital Real Estate

 

BBX Capital Real Estate is engaged in the acquisition, development, construction, ownership, financing, and management of real estate and investments in real estate joint ventures, including investments in multifamily rental apartment communities, single-family master-planned for sale housing communities, and commercial properties located primarily in Florida. In addition, BBX Capital Real Estate owns a 50% equity interest in The Altman Companies, LLC (the “Altman Companies”), a developer and manager of multifamily rental apartment communities, and manages the legacy assets acquired in connection with the Company’s sale of BankAtlantic in 2012, including portfolios of loans receivable, real estate properties, and judgments against past borrowers.



BBX Sweet Holdings

 

BBX Sweet Holdings is engaged in the ownership and management of operating businesses in the confectionery industry, including Hoffman’s Chocolates, a retailer of gourmet chocolates with retail locations in South Florida, and Las Olas Confections and Snacks, a manufacturer and wholesaler of chocolate and other confectionery products. BBX Sweet Holdings also owns approximately 93% of the equity interests in IT’SUGAR, a specialty candy retailer whose products include bulk candy, candy in giant packaging, and licensed and novelty items. Prior to September 22, 2020, the Company consolidated the financial statements of IT’SUGAR and its subsidiaries as a result of its 93% ownership of IT’SUGAR. However, as further discussed in Note 16, on September 22, 2020, IT’SUGAR and its subsidiaries filed voluntary petitions to reorganize under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”) (the cases commenced by such filings, the “Bankruptcy Cases”), and the Company deconsolidated IT’SUGAR as a result of the filings and the uncertainties surrounding the nature, timing, and specifics of the bankruptcy proceedings. 

 

Renin

 

Renin is engaged in the design, manufacture, and distribution of sliding doors, door systems and hardware, and home décor products and operates through its headquarters in Canada and three manufacturing and distribution facilities in the United States and Canada. In addition to its own manufacturing, Renin also sources various products and raw materials from China, Brazil, and certain other countries. In October 2020, Renin acquired substantially all of the assets and assumed certain of the liabilities of Colonial Elegance, Inc (“Colonial Elegance”). Headquartered in Montreal, Canada, Colonial Elegance is a supplier and distributor of building products, including barn doors, closet doors, and stair parts, and its customers include various big box retailers in the United States and Canada.



7

 


 

 

During the three months ended March 31, 2021, Renin’s total revenues included $31.4 million of trade sales to three major customers and their affiliates and $14.3 million of revenues generated outside the United States. Revenues from each of the three major customers were $9.4 million, $11.1 million, and $10.9 million for the three months ended March 31, 2021, which represented 15.1%, 17.9%, and 17.7% of the Company’s total revenues for the three months ended March 31, 2021.



During the three months ended March 31, 2020, Renin’s total revenues included $11.7 million of trade sales to two major customers and their affiliates and $5.4 million of revenues generated outside the United States. Revenues from each of the two major customers were $6.2 million and $5.5 million for the three months ended March 31, 2020, which represented 12.8% and 11.4% of the Company’s total revenues for the three months ended March 31, 2020.



Other



In addition to its principal holdings, the Company has investments in other operating businesses, including a restaurant located in South Florida that was acquired through a loan foreclosure and an insurance agency.



Discontinued Operations



In 2016, Food for Thought Restaurant Group (“FFTRG”), a wholly-owned subsidiary of the Company, entered into area development and franchise agreements with MOD Pizza related to the development of up to approximately 60 MOD Pizza franchised restaurant locations throughout Florida. Through 2019, FFTRG had opened nine restaurant locations. As a result of FFTRG’s overall operating performance and the Company’s goal of streamlining its investment verticals, the Company entered into an agreement with MOD Pizza to terminate the area development and franchise agreements and transferred seven of its restaurant locations, including the related assets, operations, and lease obligations, to MOD Pizza in September 2019. In addition, the Company closed the remaining two locations and terminated the related lease agreements. FFTRG’s operations as a franchisee of MOD Pizza are presented as discontinued operations in the Company’s condensed consolidated financial statements.



Basis of Financial Statement Presentation



The accompanying condensed consolidated financial statements of the Company include the condensed consolidated financial statements of BBX Capital and its subsidiaries, including BBX Capital Real Estate, BBX Sweet Holdings, and Renin, as well as certain subsidiaries in which ownership was transferred from Parent in connection with the spin-off transaction described above. However, for the periods prior to the spin-off on September 30, 2020, including for the three months ended March 31, 2020, the condensed consolidated financial statements reflect the combined financial statements of these entities, which have been derived from the accounting records of Parent and these companies and should be read with the accompanying notes thereto. The condensed consolidated financial statements for the periods prior to the spin-off on September 30, 2020 do not necessarily reflect what the results of operations, financial position, or cash flows would have been had the Company been a separate entity nor are they indicative of the future results of the Company.



For the three months ended March 31, 2020, the majority of the revenues, expenses, and cash flows of the Company have been identified based on the legal entities included in the spin-off transaction. However, the historical costs and expenses reflected in the condensed consolidated financial statements for this period also includes an allocation for certain corporate and shared service functions that were historically provided by Parent prior to the spin-off. These expenses have been allocated to the Company on the basis of direct usage when identifiable, while the remainder of the expenses, including costs related to executive compensation, were allocated primarily on a pro-rata basis of the combined revenues and equity in earnings of unconsolidated joint ventures of Parent and its subsidiaries. The Company believes that the assumptions underlying the condensed consolidated financial statements for the period, including the assumptions regarding the allocation of general corporate expenses from the Parent, are reasonable. However, the condensed consolidated financial statements for the three months ended March 31, 2020 may not include all of the actual expenses that would have been incurred had the Company been operating as a standalone company during the applicable period presented. Actual costs that would have been incurred if the Company operated as a standalone company would depend on multiple factors, including organizational structure, technology infrastructure, and strategic direction. In addition, following the spin-off on September 30, 2020, the Company also incurs costs associated with being a public company that are not reflected in the accompanying consolidated financial statements for periods for the three months ended March 31, 2020.



8

 


 

 

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these financial statements do not include all of the information and disclosures required by GAAP for complete financial statements.



Financial statements prepared in conformity with GAAP require the Company to make estimates based on assumptions about current and, for some estimates, future economic and market conditions which affect reported amounts and related disclosures in the Company’s financial statements. Due to, among other things, the impact and potential future impact of the COVID-19 pandemic and ongoing economic uncertainty, actual conditions could differ from the Company’s expectations and estimates, which could materially affect the Company’s results of operations and financial condition. The severity, magnitude, and duration, as well as the economic consequences, of the COVID-19 pandemic, are uncertain, rapidly changing, and difficult to predict. As a result, the Company’s accounting estimates and assumptions may change over time in response to the COVID-19 pandemic and resulting economic impacts. Such changes could result in, among other adjustments, future impairments of intangibles, long-lived assets, and investments in unconsolidated subsidiaries and future reserves for inventory and receivables.



These unaudited condensed consolidated financial statements and related notes are presented as permitted by Form 10-Q and should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”) filed with the SEC on March 16, 2021. 



The condensed consolidated financial statements include the accounts of BBX Capital’s wholly-owned subsidiaries, other entities in which BBX Capital or its wholly-owned subsidiaries hold controlling financial interests, and any variable interest entities (“VIEs”) in which BBX Capital or one of its consolidated subsidiaries is deemed the primary beneficiary of the VIE. All significant inter-company accounts and transactions have been eliminated in consolidation.



Impact of the COVID-19 Pandemic



The COVID-19 pandemic has resulted in an unprecedented disruption in the U.S. and global economies and the industries in which the Company operates due to, among other things, (i) government ordered “shelter in place” and “stay at home” orders and advisories, travel restrictions, and restrictions on business operations, (ii) government guidance and restrictions with respect to travel, public accommodations, social gatherings, and related matters, (iii) the general public’s reaction to the pandemic, including impacts on consumer demand, (iv) disruptions in global supply chains, and (iv) increased economic uncertainty. The disruptions arising from the pandemic and the reaction of the general public have had a significant adverse impact on the Company's financial condition and operations, particularly with respect to BBX Sweet Holdings, as the effects of the pandemic required IT’SUGAR to temporarily close all of its retail locations in 2020 and ultimately resulted in IT’SUGAR and its subsidiaries filing petitions for Chapter 11 bankruptcy in September 2020. In addition, the Company’s workforce has been significantly impacted by the pandemic as a result of, among other things, the implementation of temporary and permanent reductions in employee head count in order to manage expenses and various health and safety protocols necessary for the Company to maintain operations. Further, the Company is observing significant increases in commodity, freight, and labor costs as a result of global supply chain disruptions, and such increases have begun to impact the Company’s operations and may have a material impact on its operations in future periods. The duration and severity of the pandemic and related disruptions, as well as the resulting adverse impact on economic and market conditions are uncertain, and the Company may continue to be adversely impacted by these conditions in future periods. Although the impact of the COVID-19 pandemic on the Company’s principal holdings and management’s efforts to mitigate the effects of the pandemic has varied, BBX Capital and its subsidiaries have sought to take steps to manage expenses through cost saving initiatives and reductions in employee head count and actions to increase liquidity and strengthen the Company’s financial position, including reducing planned capital expenditures. As of March 31, 2021, the Company’s consolidated cash balances were $87.8 million. 



See Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report for an update on impacts of the COVID-19 pandemic on the Company’s principal holdings for the three months ended March 31, 2021 and Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s 2020 Annual Report for additional information related to (i) the impacts of the COVID-19 pandemic on the Company’s principal holdings since the initial outbreak of COVID-19 in 2020 and (ii) the various risks and uncertainties associated with the effects of the pandemic on the Company’s principal holdings, which has had, and could in future periods have, a material adverse impact on the Company’s consolidated results of operations, cash flows, and financial condition.



9

 


 

 

Recently Adopted Accounting Pronouncements



The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standards Updates (“ASUs”) and guidance relevant to the Company’s operations which were adopted as of January 1, 2021:



ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard removes specific exceptions to the general principles in Topic 740, including exceptions related to (i) the incremental approach for intraperiod tax allocations, (ii) accounting for basis differences when there are ownership changes in foreign investments, and (iii) interim period income tax accounting for year-to-date losses that exceed anticipated losses. The statement was effective for the Company on January 1, 2021 and interim periods within this fiscal year. The Company adopted the standard on January 1, 2021, and the adoption of the standard did not have a material impact on the Company’s consolidated financial statements. 



Future Adoption of Recently Issued Accounting Pronouncements



The FASB has issued the following accounting pronouncements and guidance relevant to the Company’s operations which had not been adopted by the Company as of March 31, 2021: 



ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides relief for companies preparing for discontinuation of LIBOR in response to the Financial Conduct Authority (the regulatory authority over LIBOR) plan for a phase out of regulatory oversight of LIBOR interest rate indices after 2021 to allow for an orderly transition to an alternate reference rate. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to LIBOR for promissory notes or other contracts that are currently indexed to LIBOR. The ARRC has proposed a market transition plan to SOFR from LIBOR, and organizations are currently working on transition plans as it relates to derivatives and cash markets exposed to LIBOR. Although companies can apply this standard immediately, the guidance will only be available for a limited time (generally through December 31, 2022). The Company currently has a LIBOR indexed credit facility which has a balance of $46.8 million and is evaluating the potential impact that the eventual replacement of the LIBOR benchmark interest rate could have on its results of operations and liquidity and the related impact that this standard may have on its consolidated financial statements.  





2.    Acquisition



Acquisition of Colonial Elegance



On October 22, 2020, Renin acquired substantially all of the assets and assumed certain of the liabilities of Colonial Elegance. Headquartered in Montreal, Canada, Colonial Elegance is a supplier and distributor of building products, including barn doors, closet doors, and stair parts, and its customers include various big box retailers in the United States and Canada.    The base purchase price for the acquisition was $38.8 million, substantially all of which was paid in cash by Renin at closing. In addition to the base purchase price, Renin acquired excess working capital held by Colonial Elegance for $4.3 million, which resulted in total purchase consideration of $43.1 million. BBX Capital made a $5.0 million capital contribution to Renin to partially fund the acquisition of Colonial Elegance, while the remainder of the acquisition was funded by Renin under its amended and restated credit facility with TD Bank. 





As of December 31, 2020, the Company reported a provisional purchase price allocation based on the Company’s preliminary estimates of the fair values of the assets acquired and liabilities assumed at the acquisition date. During the three months ended March 31, 2021, additional information was obtained related to the assets and liabilities associated with Colonial Elegance, and the Company updated its provisional purchase price allocation based on its updated preliminary valuation. The following table summarizes the provisional purchase price allocation based on the Company’s current preliminary valuation, including the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): 

10

 


 

 



 

 

 



 

 

 

Cash

 

$

557 

Trade accounts receivable

 

 

10,278 

Trade inventory

 

 

12,149 

Property and equipment

 

 

1,007 

Identifiable intangible assets (1)

 

 

19,680 

Operating lease asset (2)

 

 

3,188 

Other assets

 

 

650 

Total assets acquired

 

 

47,509 

Accounts payable

 

 

(5,619)

Other liabilities

 

 

(3,524)

Operating lease liability

 

 

(2,213)

Total liabilities assumed

 

 

(11,356)

Fair value of identifiable net assets

 

 

36,153 

Goodwill

 

 

6,936 

Purchase consideration

 

 

43,089 

Less: cash acquired

 

 

(557)

Less: consideration payable

 

 

(194)

Cash paid for acquisition less cash acquired

 

$

42,338 



(1)

Identifiable intangible assets were comprised of $3.7 million, $15.8 million and $0.2 million associated with Colonial Elegance’s trademark, customer relationships, and noncompetition agreements, respectively. The identifiable intangible assets are amortized over their expected useful lives of 5 years for noncompetition agreements and 13 years for trademarks and customer relationships.

(2)

Includes an intangible asset of $1.0 million related to below market rents associated with an office lease that is expected to be recognized over the lease term of approximately seven years.



The provisional fair values reported in the above table were estimated by the Company using available market information and applicable valuation methods. As considerable judgment is involved in estimates of fair value, the provisional fair values presented above are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value amounts.



As management is still in the process of completing its valuation analysis, the Company’s accounting for the acquisition is not complete as of the date of this report. As a result, the amounts reported in the above table are provisional amounts that may be updated in subsequent periods to reflect the completion of the Company’s valuation analysis and any additional information obtained during the measurement period.



3.  Trade Receivables



The Company’s trade receivables consisted of the following (in thousands):





 

 

 

 

 

 



 

 

 

 



 

March 31,

 

December 31,



 

2021

 

2020

Trade receivables

 

$

29,921 

 

 

29,860 

Allowance for expected credit losses

 

 

(432)

 

 

(353)

Total trade receivables

 

$

29,489 

 

 

29,507 









4.     Trade Inventory  



The Company’s trade inventory consisted of the following (in thousands):







 

 

 

 

 

 



 

March 31,

 

December 31,



 

2021

 

2020



Raw materials

$

6,501 

 

 

6,191 



Paper goods and packaging materials

 

1,428 

 

 

1,322 



Finished goods

 

23,795 

 

 

24,333 



Total trade inventory

$

31,724 

 

 

31,846 

 



11

 


 

 

5.    Real Estate  



The Company’s real estate consisted of the following (in thousands):







 

 

 

 

 

 



 

March 31,

 

December 31,



 

2021

 

2020

Real estate held-for-sale

 

$

8,785 

 

 

9,031 

Real estate held-for-investment

 

 

5,992 

 

 

5,992 

Real estate inventory

 

 

32,466 

 

 

40,777 

Total real estate

 

$

47,243 

 

 

55,800 



0

6.     Investments in and Advances to Unconsolidated Real Estate Joint Ventures



As of March  31, 2021, the Company had equity interests in and advances to unconsolidated real estate joint ventures involved in the development of multifamily rental apartment communities and single-family master planned for sale housing communities. In addition, the Company owns a 50% equity interest in the Altman Companies, a developer and manager of multifamily apartment communities.



Investments in unconsolidated real estate joint ventures are accounted for as unconsolidated VIEs.



The Company’s investments in and advances to unconsolidated real estate joint ventures consisted of the following (in thousands):



 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,



 

2021

 

2020

Altis Grand Central

 

$

2,166 

 

$

2,287 

Altis Promenade

 

 

1,952 

 

 

1,964 

Altis Ludlam Trail 

 

 

9,931 

 

 

9,653 

Altis Grand at The Preserve (Suncoast)

 

 

1,132 

 

 

1,086 

Altis Pembroke Gardens

 

 

 —

 

 

310 

Altis Wiregrass

 

 

 —

 

 

163 

Altis Little Havana

 

 

851 

 

 

844 

Altis Lake Willis (Vineland Pointe)

 

 

5,829 

 

 

5,446 

Altis Miramar East/West

 

 

2,841 

 

 

2,818 

The Altman Companies

 

 

15,056 

 

 

15,222 

ABBX Guaranty

 

 

3,750 

 

 

3,750 

Bayview

 

 

1,364 

 

 

1,563 

Marbella

 

 

4,820 

 

 

6,971 

Chapel Trail

 

 

153 

 

 

153 

The Main Las Olas

 

 

2,541 

 

 

2,462 

Sky Cove

 

 

3,104 

 

 

3,287 

Sky Cove South

 

 

4,877 

 

 

 —

Other

 

 

35 

 

 

31 

Total

 

$

60,402 

 

$

58,010 



See Note 7 to the Company’s consolidated financial statements for the year ended December 31, 2020 included in the 2020 Annual Report for the Company’s accounting policies relating to its investments in unconsolidated real estate joint ventures, including the Company’s analysis and determination that such entities are VIEs in which the Company is not the primary beneficiary.



In March 2021, the Altis Pembroke Gardens joint venture sold its 280 unit multifamily apartment community in Pembroke Pines, Florida. As a result of the sale, BBXRE recognized $0.3 million of equity earnings during the three months ended March 31, 2021.



In February 2021, BBXRE invested $4.9 million in the Sky Cove South joint venture, which was formed to develop Sky Cove South at Westlake, a residential community expected to be comprised of 197 single-family homes that will be adjacent to Sky Cove at Westlake, which is being developed by the Sky Cove joint venture.









12

 


 

 

7.     Impairments



Goodwill



The activity in the balance of the Company’s goodwill was as follows (in thousands):





 

 

 

 

 

 



 

 

 

 

 

 



 

For the Three Months Ended



 

March 31,



 

2021

 

2020

Balance, beginning of period

 

$

8,277 

 

 

37,248 

Impairment losses

 

 

 —

 

 

(22,384)

Colonial Elegance acquisition adjustments to provisional goodwill

 

 

(1,341)

 

 

 —

Balance, end of period

 

$

6,936 

 

 

14,864 



The Company tests goodwill associated with its reporting units for potential impairment on an annual basis as of December 31 or during interim periods if impairment indicators exist.



As of March 31, 2020, the Company concluded that the effects of the COVID-19 pandemic, including the recessionary economic environment and the impact on certain of the Company’s operations, indicated that it was more likely than not that the fair values of certain of its reporting units with goodwill had declined below the respective carrying amounts of such reporting units. As a result, the Company tested the goodwill associated with such reporting units for impairment by estimating the fair values of the respective reporting units as of March 31, 2020 and recognized goodwill impairment losses of $22.4 million associated primarily with IT’SUGAR and, to a lesser extent, certain of its other reporting units during the three months ended March 31, 2020. The Company deconsolidated IT’SUGAR on September 22, 2020 as a result of IT’SUGAR filing petitions for Chapter 11 bankruptcy and derecognized the remaining goodwill balance of approximately $14.9 million as of that date. The decline in the fair value of these reporting units from December 31, 2019 primarily resulted from the effects of the COVID-19 pandemic on these businesses. 



There were no impairment indicators relating to the Company’s goodwill during the three months ended March 31, 2021, and accordingly, the Company did not test its goodwill for impairment as of March 31, 2021. See the Company’s 2020 Annual Report for further discussion related to the Company’s accounting policies for goodwill and its method and assumptions used to estimate the fair value of its reporting units in connection with its goodwill impairment testing.



Long-Lived Assets



The Company’s long-lived assets include property and equipment, amortizable intangible assets, and right-of-use assets associated with its lease agreements. The Company tests its long-lived assets, or asset groups which include long-lived assets, for recoverability whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable.



As of March 31, 2020, the Company concluded that the effects of the COVID-19 pandemic indicated that the carrying amount of certain of its long-lived assets may not be recoverable, including asset groups associated with certain of its retail locations which were temporarily closed as a result of the pandemic. As a result of the Company’s testing of its long-lived assets for impairment, the Company recognized impairment losses of $4.9 million during the three months ended March 31, 2020 related primarily to leasehold improvements and right-of-use assets associated with certain of IT’SUGAR’s retail locations. The recognition of these impairment losses primarily resulted from the effects of the COVID-19 pandemic on the estimated cash flows expected to be generated by the related assets.



There were no impairment indicators relating to the Company’s long lived assets during the three months ended March 31, 2021, and accordingly, the Company did not test its long-lived assets for impairment as of March 31, 2021. See the Company’s 2020 Annual Report for further discussion related to the Company’s accounting policies for long-lived assets and its method and assumptions used to estimate the future cash flows and fair values of its long-lived assets in connection with its impairment testing for such assets.

13

 


 

 





8.     Notes Payable and Other Borrowings



The table below sets forth information regarding the Company’s notes payable and other borrowings (dollars in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

March 31, 2021

 

December 31, 2020



 

 

 

 

 

 

 

Carrying

 

 

 

 

 

 

 

Carrying



 

 

 

 

 

 

 

Amount of

 

 

 

 

 

 

 

Amount of



 

Debt

 

Interest

 

Pledged

 

Debt

 

Interest

 

Pledged



 

Balance

 

Rate

 

Assets

 

Balance

 

Rate

 

Assets

Community Development District Obligations      

 

$

21,611 

 

 

4.25-6.00%

 

$

33,871 

 

$

27,565 

 

 

4.25-6.00%

 

$

42,230 

TD Bank Term Loan and Line of Credit

 

 

46,767 

 

 

3.26% 

 

 

(1)

 

 

45,573 

 

 

3.30% 

 

 

(1)

Centennial Bank Note (2)

 

 

1,417 

 

 

5.25% 

 

 

1,828 

 

 

1,428 

 

 

5.25% 

 

 

1,840 

Other

 

 

39 

 

 

4.22% 

 

 

 —

 

 

43 

 

 

4.22% 

 

 

 —

Unamortized debt issuance costs

 

 

(887)

 

 

 

 

 

 

 

 

(1,126)

 

 

 

 

 

 

Total notes payable and other borrowings

 

$

68,947 

 

 

 

 

 

 

 

$

73,483 

 

 

 

 

 

 



(1)

The collateral is a blanket lien on Renin’s assets and the Company’s ownership interest in Renin.

(2)

BBX Capital is guarantor of the note.



See Note 11 to the Company’s consolidated financial statements included in the 2020 Annual Report for additional information regarding the above listed notes payable and other borrowings.



There were no new debt issuances or significant changes related to the above listed notes payable and other borrowings during the three months ended March 31, 2021.



As of March 31, 2021, Renin had availability of approximately $2.7 million under its TD Bank revolving line of credit, subject to available collateral and the terms of the facility, and Renin was in compliance with all financial covenants under the credit facility. However, adverse events, including, but not limited to, the effects of the COVID-19 pandemic on Renin’s operations, an adverse outcome in Renin’s ongoing dispute with a foreign supplier which requires Renin to settle the dispute in cash (as further described in Note 11), and the loss of sales from one or more major customers, could impact its ability to remain in compliance with these financial covenants and the extent of availability under its credit facility with TD Bank in future periods. If Renin is unable to maintain compliance with its debt covenants or obtain waivers if it is not in compliance with such covenants, Renin will no longer be able to access its revolving line of credit, may have to repay all or a portion of its borrowings prior to the scheduled maturity date, and/or provide additional collateral for such borrowings, any of which would have a material adverse effect on the Company’s liquidity, financial position, and results of operations. 

 

9.  Revenue Recognition



The table below sets forth the Company’s revenue disaggregated by category (in thousands):



 

 

 

 

 

 



 

 

 

 

 

 



 

For the Three Months Ended



 

March 31,



 

2021

 

2020

Trade sales - wholesale

 

$

42,468 

 

 

20,874 

Trade sales - retail

 

 

3,446 

 

 

20,012 

Sales of real estate inventory

 

 

13,535 

 

 

6,439 

Revenue from customers

 

 

59,449 

 

 

47,325 

Interest income

 

 

1,650 

 

 

116 

Net gains (losses) on sales of real estate assets

 

 

105 

 

 

(47)

Other revenue

 

 

671 

 

 

787 

Total revenues

 

$

61,875 

 

 

48,181 

14

 


 

 

As of March 31, 2021 and December 31, 2020, the Company’s other assets in its condensed consolidated statements of financial condition included $5.9 million and $2.9 million of estimated variable consideration related to the contingent purchase price due from homebuilders in connection with the sale of real estate inventory to the homebuilders.











10.    Income Taxes



The Company’s income tax provision (benefit) and current and deferred income taxes were calculated on a separate return basis through September 30, 2020, the date of the spin-off from BVH. The Company became a tax filer when it converted from a Florida limited liability company into a Florida corporation as of September 29, 2020.



Effective income tax rates for interim periods are based upon the Company’s then current estimated annual rate, which varies based upon the Company’s estimate of taxable income or loss and the mix of taxable income or loss in the various states in which the Company operates. The Company’s effective tax rate was applied to income or loss from continuing operations before income taxes reduced by net income or losses attributable to noncontrolling interests in joint ventures taxed as partnerships. In addition, the Company recognizes taxes related to unusual or infrequent items or resulting from a change in judgment regarding a position taken in a prior period as discrete items in the interim period in which the event occurs.



The Company’s effective income tax rate from continuing operations for three months ended March  31, 2021 and 2020 was approximately 29% and 19%, respectively, and was different than the expected federal income tax rate of 21% due to the impact of nondeductible executive compensation and state income taxes.



Certain of BVH’s state filings are under routine examination. While there is no assurance as to the results of these audits, we do not currently anticipate any material adjustments in connection with these examinations.

 

11.    Commitments and Contingencies



Litigation



In the ordinary course of business, BBX Capital and its subsidiaries are parties to lawsuits as plaintiff or defendant involving its operations and activities. Additionally, from time to time in the ordinary course of business, the Company is involved in disputes with existing and former employees, vendors, taxing jurisdictions, and various other parties and also receives individual consumer complaints as well as complaints received through regulatory and consumer agencies. The Company takes these matters seriously and attempts to resolve any such issues as they arise. The Company may also become subject to litigation related to the COVID-19 pandemic, including with respect to any actions we take or may be required to take as a result thereof. 



Reserves are accrued for matters in which management believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. Management does not believe that the aggregate liability relating to known contingencies in excess of the aggregate amounts accrued will have a material impact on the Company’s results of operations or financial condition. However, litigation is inherently uncertain, and the actual costs of resolving legal claims, including awards of damages, may be substantially higher than the amounts accrued for these claims and may have a material adverse impact on the Company’s results of operations or financial condition.



Adverse judgments and the costs of defending or resolving legal claims may be substantial and may have a material adverse impact on the Company’s financial statements. Management is not at this time able to estimate a range of reasonably possible losses with respect to matters in which it is reasonably possible that a loss will occur. In certain matters, management is unable to estimate the loss or reasonable range of loss until additional developments provide information sufficient to support an assessment of the loss or reasonable range of loss. Frequently in these matters, the claims are broad, and the plaintiffs have not quantified or factually supported their claims



There were no material pending legal proceedings against BBX Capital or its subsidiaries as of March 31, 2021.



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Renin Supplier Dispute



In October 2020, Renin incurred approximately $6.0 million in costs for the expedited shipment of products to Renin from a foreign supplier and an additional $2.0 million in costs for the expedited shipment of product displays from the same supplier. The supplier had failed to deliver both the products and displays on the contractually agreed upon delivery schedule, and Renin incurred these costs, which were significantly in excess of the shipping costs that would have been incurred had such products been delivered on schedule, based on its belief that the costs were necessary in order for Renin to meet its obligations to one of its major customers. The products were committed to be sold by Renin in connection with the customer’s November 2020 holiday sale program, while the displays were required to be delivered in connection with the rollout of new products with the customer. Renin believes that the supplier is liable to Renin for damages related to the increased costs pursuant to the terms of the agreements between Renin and the supplier and has notified the supplier that it is exercising a right of offset of the costs against outstanding amounts due to the supplier of approximately $8.1 million. However, the supplier is disputing that it is liable for the additional shipping costs and has demanded that Renin pay any outstanding amounts due to it.



As the supplier is disputing that it is liable to Renin for damages and there is no assurance regarding the ultimate resolution of the matter and whether Renin’s assertion that it is entitled to damages will be sustained, Renin recognized the cost of the products and related shipping costs of such products in cost of trade sales during the year ended December 31, 2020, while the costs of the displays and related shipping were deferred and are being amortized over the period in which the Company expects to benefit from their use.



As of March 31, 2021, this matter did not impact Renin’s compliance with the financial covenants under its outstanding credit facility with TD Bank. However, if Renin is unable to sustain its assertion that it is entitled to damages from the supplier and is ultimately required to pay the supplier for outstanding amounts due to it, Renin may be unable to comply with its covenants. If Renin is unable to comply with its covenants, it would be required to seek a waiver from the bank, and if unable to obtain a waiver, might lose availability under its line of credit, be required to provide additional collateral, and/or repay all or a portion of its borrowings, any of which would have a material adverse effect on the Company’s liquidity, financial position, and results.



Other Commitments and Guarantees



BBX Capital guarantees certain obligations of its wholly-owned subsidiaries and unconsolidated real estate joint ventures, including the following:



·

BBX Capital is a guarantor of 50% of the outstanding balance of a third party loan to the Bayview real estate joint venture, which had an outstanding balance of $5.0 million as of March  31, 2021.

·

BBX Capital is guarantor on a lease agreement executed by IT’SUGAR for base rent of $0.6 million and common area costs for the lease term which expires in January 2023.

·

BBX Capital is a guarantor on certain notes payable by its wholly-owned subsidiaries. See Note 8 for additional information regarding these obligations.

 

12.    Noncontrolling Interests



The noncontrolling interest included in the Company’s condensed consolidated statements of financial condition as of March 31, 2021 and December 31, 2020 of $0.2 million and $0.1 million, respectively, is comprised of a 19% noncontrolling equity interest in a restaurant the Company acquired through foreclosure. During the three months ended March 31, 2021, the Company attributed $0.1 million of net income to the noncontrolling interest, while during the three months ended March 31, 2020, the Company attributed $0.7 million of net loss to the noncontrolling interest.



During the three months ended March 31, 2020, the Company’s condensed consolidated financial statements included the results of operations and financial position of IT’SUGAR, a partially-owned subsidiary in which it held a controlling financial interest, and as a result, the Company was previously required to attribute net income or loss to a redeemable noncontrolling interest in IT’SUGAR. As a result of the filing of the Bankruptcy Cases by IT’SUGAR and its subsidiaries, the Company deconsolidated IT’SUGAR as of September 22, 2020 and derecognized the related redeemable noncontrolling interest in IT’SUGAR. The net loss attributable to redeemable noncontrolling interest in IT’SUGAR’s was $2.7 million for the three months ended March 31, 2020.

 

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13.    Fair Value Measurement



Fair value is defined as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.



There are three main valuation techniques to measure the fair value of assets and liabilities: the market approach, the income approach, and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses financial models to convert future amounts to a single present amount and includes present value and option-pricing models. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset and is often referred to as current replacement cost.



Accounting standards define an input fair value hierarchy that has three broad levels and gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).



The input fair value hierarchy is summarized below:



Level 1:

 

Unadjusted quoted prices in active markets for identical assets or liabilities



 

 

Level 2:

 

Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability



 

 

Level 3: 

 

Unobservable inputs for the asset and liability



There were no material assets or liabilities measured at fair value on a recurring or nonrecurring basis in the Company’s condensed consolidated financial statements as of March  31, 2021 and December 31, 2020.



Financial Disclosures about Fair Value of Financial Instruments



The tables below set forth information regarding the Company’s consolidated financial instruments (in thousands): 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Fair Value Measurements Using



 

 

 

 

 

 

 

Quoted prices

 

 

 

 

 

 



 

Carrying

 

 

 

 

in Active

 

Significant

 

 

 



 

Amount

 

Fair Value

 

Markets

 

Other

 

Significant