c858-20200630x10q

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, 2020

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number

001-09071

BBX Capital Corporation

(Exact name of registrant as specified in its charter)


Florida		59-2022148
(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)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $.01 par value

(including associated Preferred Share Purchase Rights)

BBX

New York Stock Exchange

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 [ ]

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 [ X ]

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, 15,624,091 shares outstanding.
‎Class B Common Stock of $.01 par value, 3,693,596 shares outstanding.

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	$	348,045		356,604
Restricted cash ($16,372 in 2020 and $22,534 in 2019 in variable interest entities ("VIEs"))		25,459		50,266
Notes receivable		551,861		589,198
Less: Allowance for loan loss		(147,629)		(140,630)
Notes receivable, net ($288,358 in 2020 and $292,590 in 2019 in VIEs)		404,232		448,568
Trade inventory		20,501		22,843
Vacation ownership interest ("VOI") inventory		350,270		346,937
Real estate ($11,354 in 2020 and $11,297 in 2019 held for sale)		63,897		65,818
Investments in and advances to unconsolidated real estate joint ventures		63,775		57,330
Property and equipment, net		125,260		129,686
Goodwill		14,864		37,248
Intangible assets, net		67,865		68,186
Operating lease assets		101,135		109,351
Other assets		86,034		98,134
Total assets	$	1,671,337		1,790,971
LIABILITIES AND EQUITY
Liabilities:
Accounts payable	$	23,837		25,957
Deferred income		13,813		18,074
Escrow deposits		6,180		22,711
Other liabilities		92,729		120,362
Receivable-backed notes payable - recourse		74,599		88,569
Receivable-backed notes payable - non-recourse (in VIEs)		325,206		334,246
Notes payable and other borrowings		223,428		188,731
Junior subordinated debentures		137,703		137,254
Operating lease liabilities		119,004		123,430
Deferred income taxes		85,473		87,558
Total liabilities		1,101,972		1,146,892
Commitments and contingencies (See Note 12)
Redeemable noncontrolling interest		1,759		4,009
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 15,132,748 in 2020 and 15,106,067 in 2019		151		151
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares;
issued and outstanding 3,164,889 in 2020 and 3,191,571 in 2019		32		32
Additional paid-in capital		158,015		153,507
Accumulated earnings		329,194		394,551
Accumulated other comprehensive income		1,203		1,554
Total shareholders' equity		488,595		549,795
Noncontrolling interests		79,011		90,275
Total equity		567,606		640,070
Total liabilities and equity	$	1,671,337		1,790,971


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	$	9,054		68,302		54,182		120,033
Fee-based sales commissions		1,135		55,343		42,500		100,555
Other fee-based services		26,413		30,703		55,727		60,271
Cost reimbursements		11,850		14,007		30,970		31,051
Trade sales		23,043		45,061		63,920		91,045
Sales of real estate inventory		2,839		424		9,278		4,660
Interest income		19,499		21,518		40,815		42,933
Net gains (losses) on sales of real estate assets		13		9,664		(34)		10,996
Other revenue		473		671		1,047		1,501
Total revenues		94,319		245,693		298,405		463,045
Costs and Expenses:
Cost of VOIs sold		1,038		10,572		5,137		14,420
Cost of other fee-based services		18,535		19,049		40,246		41,042
Cost reimbursements		11,850		14,007		30,970		31,051
Cost of trade sales		22,385		30,828		52,157		63,118
Cost of real estate inventory sold		1,474		—		6,106		2,643
Interest expense		9,502		11,661		19,335		22,809
Recoveries from loan losses, net		(1,525)		(1,424)		(5,037)		(2,385)
Impairment losses		3,305		2,138		31,588		2,756
Selling, general and administrative expenses		59,327		178,843		187,180		301,711
Total costs and expenses		125,891		265,674		367,682		477,165
Equity in net earnings of unconsolidated real estate joint ventures		145		8,759		696		8,742
Other income		409		2,289		640		2,802
Foreign exchange (loss) gain		(6)		(29)		272		(24)
Loss before income taxes		(31,024)		(8,962)		(67,669)		(2,600)
(Provision) benefit for income taxes		(5,627)		1,338		203		(386)
Net loss		(36,651)		(7,624)		(67,466)		(2,986)
Less: Net (loss) income attributable to noncontrolling interests		(851)		4,024		(3,356)		7,163
Net loss attributable to shareholders	$	(35,800)		(11,648)		(64,110)		(10,149)

Basic loss per share	$	(1.96)		(0.62)		(3.50)		(0.54)
Diluted loss per share	$	(1.96)		(0.62)		(3.50)		(0.54)
Basic weighted average number of common shares outstanding		18,298		18,641		18,298		18,643
Diluted weighted average number of common and common equivalent shares outstanding		18,298		18,641		18,298		18,643
Cash dividends declared per Class A common share	$	—		0.0625		—		0.1250
Cash dividends declared per Class B common share	$	—


BBX Capital Corporation TABLE OF CONTENTS

Part I.
Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition as of June 30, 2020 and December 31, 2019 - Unaudited	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2020 and 2019 - Unaudited	2
	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2020 and 2019 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019 - Unaudited	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.	Quantitative and Qualitative Disclosure About Market Risk	75
Item 4.	Controls and Procedures	76

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	76
Item 1A.	Risk Factors	77
Item 6.	Exhibits	78
	Signatures	79