UNITED STATES
Washington, DC 20549
FORM
For the Quarter Ended
Commission File Number
(Exact name of registrant as specified in its charter)
|
|
|
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S Employer Identification No.) |
|
|
|
|
| |
| ||
(Address of principal executive office) |
| (Zip Code) |
|
|
( |
(Registrant's telephone number, including area code) |
|
|
|
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 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 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 [ ] | Non-accelerated filer [ ] | Smaller reporting company | |
Emerging growth company |
|
|
|
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.[ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [
The number of shares outstanding of each of the registrant’s classes of common stock as of August 4, 2020 is as follows:
Class A Common Stock of $.01 par value,
Class B Common Stock of $.01 par value,
|
|
|
BBX Capital Corporation TABLE OF CONTENTS | ||
| ||
Part I. | ||
Item 1. | Financial Statements |
|
|
|
|
| 1 | |
| 2 | |
| 3 | |
| 5 | |
| Notes to Condensed Consolidated Financial Statements - Unaudited | 7 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 41 |
Item 3. | 75 | |
Item 4. | 76 | |
|
|
|
Part II. | OTHER INFORMATION |
|
|
|
|
Item 1. | 76 | |
Item 1A. | 77 | |
Item 6. | 78 | |
| 79 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBX Capital Corporation | ||||||
Condensed Consolidated Statements of Financial Condition - Unaudited | ||||||
(In thousands, except share data) | ||||||
|
|
|
|
|
|
|
|
| June 30, |
| December 31, | ||
|
| 2020 |
| 2019 | ||
ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
| $ | |
|
| |
Restricted cash ($ |
|
| |
|
| |
Notes receivable |
|
| |
|
| |
Less: Allowance for loan loss |
|
| ( |
|
| ( |
Notes receivable, net ($ |
|
| |
|
| |
Trade inventory |
|
| |
|
| |
Vacation ownership interest ("VOI") inventory |
|
| |
|
| |
Real estate ($ |
|
| |
|
| |
Investments in and advances to unconsolidated real estate joint ventures |
|
| |
|
| |
Property and equipment, net |
|
| |
|
| |
Goodwill |
|
| |
|
| |
Intangible assets, net |
|
| |
|
| |
Operating lease assets |
|
| |
|
| |
Other assets |
|
| |
|
| |
Total assets |
| $ | |
|
| |
LIABILITIES AND EQUITY |
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
Accounts payable |
| $ | |
|
| |
Deferred income |
|
| |
|
| |
Escrow deposits |
|
| |
|
| |
Other liabilities |
|
| |
|
| |
Receivable-backed notes payable - recourse |
|
| |
|
| |
Receivable-backed notes payable - non-recourse (in VIEs) |
|
| |
|
| |
Notes payable and other borrowings |
|
| |
|
| |
Junior subordinated debentures |
|
| |
|
| |
Operating lease liabilities |
|
| |
|
| |
Deferred income taxes |
|
| |
|
| |
Total liabilities |
|
| |
|
| |
Commitments and contingencies (See Note 12) |
|
|
|
| ||
Redeemable noncontrolling interest |
|
| |
|
| |
Equity: |
|
|
|
|
|
|
Preferred stock of $ |
|
|
|
|
|
|
Class A Common Stock of $ |
|
|
|
|
|
|
issued and outstanding |
|
| |
|
| |
Class B Common Stock of $ |
|
|
|
|
|
|
issued and outstanding |
|
| |
|
| |
Additional paid-in capital |
|
| |
|
| |
Accumulated earnings |
|
| |
|
| |
Accumulated other comprehensive income |
|
| |
|
| |
Total shareholders' equity |
|
| |
|
| |
Noncontrolling interests |
|
| |
|
| |
Total equity |
|
| |
|
| |
Total liabilities and equity |
| $ | |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements - Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBX Capital Corporation | ||||||||||||
Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited | ||||||||||||
(In thousands, except per share data) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the Three Months Ended June 30, |
| For the Six Months Ended June 30, | ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 | ||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Sales of VOIs |
| $ | |
|
| |
|
| |
|
| |
Fee-based sales commissions |
|
| |
|
| |
|
| |
|
| |
Other fee-based services |
|
| |
|
| |
|
| |
|
| |
Cost reimbursements |
|
| |
|
| |
|
| |
|
| |
Trade sales |
|
| |
|
| |
|
| |
|
| |
Sales of real estate inventory |
|
| |
|
| |
|
| |
|
| |
Interest income |
|
| |
|
| |
|
| |
|
| |
Net gains (losses) on sales of real estate assets |
|
| |
|
| |
|
| ( |
|
| |
Other revenue |
|
| |
|
| |
|
| |
|
| |
Total revenues |
|
| |
|
| |
|
| |
|
| |
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of VOIs sold |
|
| |
|
| |
|
| |
|
| |
Cost of other fee-based services |
|
| |
|
| |
|
| |
|
| |
Cost reimbursements |
|
| |
|
| |
|
| |
|
| |
Cost of trade sales |
|
| |
|
| |
|
| |
|
| |
Cost of real estate inventory sold |
|
| |
|
| — |
|
| |
|
| |
Interest expense |
|
| |
|
| |
|
| |
|
| |
Recoveries from loan losses, net |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
Impairment losses |
|
| |
|
| |
|
| |
|
| |
Selling, general and administrative expenses |
|
| |
|
| |
|
| |
|
| |
Total costs and expenses |
|
| |
|
| |
|
| |
|
| |
Equity in net earnings of unconsolidated real estate joint ventures |
|
| |
|
| |
|
| |
|
| |
Other income |
|
| |
|
| |
|
| |
|
| |
Foreign exchange (loss) gain |
|
| ( |
|
| ( |
|
| |
|
| ( |
Loss before income taxes |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
(Provision) benefit for income taxes |
|
| ( |
|
| |
|
| |
|
| ( |
Net loss |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
Less: Net (loss) income attributable to noncontrolling interests |
|
| ( |
|
| |
|
| ( |
|
| |
Net loss attributable to shareholders |
| $ | ( |
|
| ( |
|
| ( |
|
| ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
| $ | ( |
|
| ( |
|
| ( |
|
| ( |
Diluted loss per share |
| $ | ( |
|
| ( |
|
| ( |
|
| ( |
Basic weighted average number of common shares outstanding |
|
| |
|
| |
|
| |
|
| |
Diluted weighted average number of common and common equivalent shares outstanding |
|
| |
|
| |
|
| |
|
| |
Cash dividends declared per Class A common share |
| $ | — |
|
| |
|
| — |
|
| |
Cash dividends declared per Class B common share |
| $ | — |
|
| |