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BBX Capital Corporation Reports Financial Results For the Second Quarter 2020

BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTD) ("BBX Capital" or the "Company") reported today its financial results for the quarter ended June 30, 2020.

Selected highlights of BBX Capitals consolidated financial results include:

Second Quarter 2020 Compared to Second Quarter 2019:

  • Total consolidated revenues of $94.3 million vs. $245.7 million

  • Net loss attributable to shareholders of $(35.8) million vs. $(11.6) million

  • Diluted loss per share of $(1.96) vs. $(0.62) (1)

  • Adjusted EBITDA of $(16.2) million vs. $33.1 million (2)

  • Free cash flow of $12.2 million vs. $0.3 million (2)

(1)

 

Per share amounts were retroactively adjusted to reflect the one-for-five reverse stock split of BBX Capitals Class A and Class B Common Stock that was effected in July 2020.

(2)

 

See the supplemental tables included in this release for a reconciliation of BBX Capitals net income to Adjusted EBITDA and its cash flow from operating activities to free cash flow.

Balance Sheet as of June 30, 2020 Compared to December 31, 2019:

  • Total consolidated assets of $1.7 billion vs $1.8 billion

  • Total shareholders equity of $488.6 million vs. $549.8 million

  • Fully diluted book value per share of $25.30 vs. $29.20 (1) (3)

(3)

 

Fully diluted book value per share is shareholders equity divided by the number of Class A and Class B common shares and unvested restricted stock awards outstanding as of period end.

Alan B. Levan, Chairman and Chief Executive Officer of BBX Capital Corporation, commented, "Our businesses have been significantly impacted by the COVID-19 pandemic, including the closure of Bluegreens sales operations and ITSUGARs retail locations during most of the second quarter. However, we took various steps to manage liquidity and mitigate our losses despite significant declines in revenue. These included reductions in selling, general and administrative expenses and planned capital expenditures. We are pleased that we have reopened many of the previously closed operations. This continues to be an unprecedented event in the United States and globally, and it is currently impossible to predict the duration or severity of the pandemic or if and when the economy and many of our businesses will return to pre-pandemic levels. But we believe that we are executing a prudent plan of action in response to the current circumstances and will seek to continue taking appropriate actions as conditions develop in the future.

"During the second quarter, we also announced a proposed spin-off of all of our businesses other than Bluegreen into a separate, publicly-traded company, which would result in the company becoming a 'pure play' vacation ownership company through our investment in Bluegreen. We believe that the proposed spin-off reflects our commitment to building long-term value for our shareholders.

"As we have stated previously, our objective at BBX Capital is long term growth as measured by increases in book value and intrinsic value over time, and despite the challenging and fluid environment we find ourselves in, we remain committed to that goal," Levan concluded.

Additional Information

For more complete and detailed information regarding BBX Capital and its financial results, business, operations, investments, and risks, please see BBX Capitals Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which is available on the SEC's website, https:// www.sec.gov , and on BBX Capitals website, www.BBXCapital.com .

COVID-19 Update

The disruptions arising from the COVID-19 pandemic and the recessionary economic environment had a significant adverse impact on the Company's financial condition and operations during the three and six months ended June 30, 2020.

On March 23, 2020, Bluegreen temporarily closed all of its VOI sales centers; retail marketing operations at Bass Pro Shops and Cabelas stores and outlet malls; and Choice Hotels call transfer program. In connection with these actions, Bluegreen canceled existing owner reservations through May 15, 2020 and new prospect guest tours through June 30, 2020. Further, some of Bluegreens Club and Club Associate Resorts were closed. Beginning in mid-May 2020, Bluegreen started the process of recommencing its sales and marketing operations, and its resorts began to welcome guests as government mandates were lifted. By June 30, 2020, 64 Bass Pro Shops and Cabelas stores (out of the 89 that were open in March 2020) were open, Bluegreen reactivated its Choice Hotels call transfer program, virtually all of its resorts were open, and 21 of its 26 VOI sales centers were open for sales to existing owners, one of which was open for sales to new prospects. As of July 31, 2020, 23 VOI sales centers were open for sales to existing owners, 17 of which were open for sales to new prospects. System-wide sales of VOIs were $30.9 million in July 2020. In addition, as of July 31, 2020, Bluegreen was marketing vacation packages at 85 Bass Pro and Cabelas stores. However, increased COVID-19 cases in certain markets in July 2020 resulted in increases in cancelations of marketing guest stays (and consequently, new owner prospects), and it is impossible to predict whether this trend will continue or worsen or the extent of the adverse impact this may have on Bluegreen .

Recent construction activities remain ongoing at BBXREs existing projects, including its Beacon Lakes Community and multifamily apartment developments sponsored by the Altman Companies. In addition, following some disruptions in March and April 2020, sales at BBXREs single-family home developments have generally returned to pre-pandemic levels, while the Altman Companies has collected in excess of 95% of the rents at the multifamily apartment communities under its management through July 2020. However, the effects of the pandemic, including increased unemployment and economic uncertainty, as well as recent increases in the number of cases in Florida and throughout the United States, have impacted rental activities at the multifamily apartment developments sponsored by the Altman Companies, including a decline in tenant demand and in the volume of new leases at certain of its communities, which has resulted in an increase in concessions offered to prospective and renewing tenants.

BBX Sweet Holdings temporarily closed all of its ITSUGAR retail locations in March 2020 and had reopened 85 of these locations as of June 30, 2020 (although 4 locations were subsequently closed as of July 31, 2020 as a result of governments reimplementing mandated closures). The reopened ITSUGAR locations have achieved sales volumes at approximately 43-48% of pre-pandemic levels (as compared to the comparable period in 2019). There is no assurance that these sales volumes will improve or will not further decline, as the duration and severity of the COVID-19 pandemic and its effects on demand and future sales levels and the potential impact of the pandemic on consumer behavior, remain uncertain. ITSUGAR has reached agreements for rent concessions with some of the landlords of its retail locations through June 30, 2020; however, it has not fully paid rent for many of its locations since April 2020 and remains in negotiations with many of the landlords of its locations relating to concessions for prior and future periods. There is no assurance that ITSUGAR will be able to reach agreements with its landlords or that it will be in a position to meet its obligations under the terms of any of its lease agreements, as may be amended, in the future.

To date, Renin has not been significantly impacted by the COVID-19 pandemic, and it has continued to operate both of its manufacturing and distribution facilities, source various products and raw materials from China and Vietnam, and sell its products through various channels. Although Renin has experienced a decline in sales to certain customers as a result of concerns related to the pandemic, these declines have been offset by an increase in sales to customers through its retail and commercial channels, which resulted in improved sales during the second quarter of 2020 as compared to the same 2019 period.

Although the impact of the COVID-19 pandemic on the Companys principal investments and managements efforts to mitigate the effects of the pandemic have 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 to increase liquidity and strengthen the Companys financial position, including maintaining availability under lines of credit, reducing planned capital expenditures, and suspending the payment of regular quarterly dividends. As of June 30, 2020, the Companys consolidated cash and cash equivalents were $348.0 million, including $138.6 million held by BBX Capital and its subsidiaries other than Bluegreen.

For additional information with respect to the impact of the COVID-19 pandemic on BBX Capital and its principal investments, please see BBX Capitals Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

Non-GAAP Financial Measures

The Company refers to certain non-GAAP financial measures in this press release, including EBITDA, Adjusted EBITDA, System-wide Sales of VOIs, and Free Cash Flow. Please see the supplemental tables herein for how these terms are defined and for reconciliations of such measures to the most comparable GAAP financial measures.

Financial Results

The following selected information relates to the financial results of Bluegreen Vacations, BBX Capital Real Estate, BBX Sweet Holdings, and Renin.

Bluegreen Vacations - Selected Financial Data

Selected highlights of Bluegreen Vacations financial results include:

Second Quarter 2020 Compared to Second Quarter 2019:

  • Sales of Vacation Ownership Interests ("VOIs") of $9.1 million vs. $68.3 million

  • System-wide sales of VOIs of $13.1 million vs. $163.6 million

  • Fee-based sales commissions of $1.1 million vs. $55.3 million

  • Other fee-based services revenue of $26.4 million vs. $30.7 million

  • Loss before income taxes of $(12.0) million vs. $ (10.0) million

  • Adjusted EBITDA of $(4.1) million vs. $28.7 million (4)

  • Free cash flow of $21.2 million vs. $(6.3) million (4)

(4)

 

See the supplemental tables included in this release for a reconciliation of Bluegreens net income to Adjusted EBITDA and its cash flow from operating activities to free cash flow.

In addition to BBX Capitals Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, more complete and detailed information regarding Bluegreen Vacations and its financial results, business, operations, and risks can be found in Bluegreen Vacations Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which will be available on the SEC's website, https:// www.sec.gov , and on Bluegreen Vacations website, www.BluegreenVacations.com , upon filing with the SEC, which is expected to occur no later than August 10, 2020.

BBX Capital Real Estate - Selected Financial Data

Selected highlights of BBX Capital Real Estates ("BBXRE") financial results include:

Second Quarter 2020 Compared to Second Quarter 2019:

  • Revenues of $3.3 million vs. $10.8 million (including net gains on the sales of real estate assets of $0 vs $9.7 million)

  • Equity in net earnings of unconsolidated real estate joint ventures of $0.1 million vs. $8.8 million

  • Loss before income taxes of $(0.4) million vs. income before income taxes of $19.1 million

BBXREs operating results for the quarter ended June 30, 2020 as compared to the same 2019 period reflect a decrease in revenues and equity in net earnings of unconsolidated real estate joint ventures primarily due to sales of real estate assets by BBXRE and certain of its joint ventures during the 2019 period and the recognition of $2.7 million of impairment losses in the 2020 period primarily related to a decline in the estimated fair values of certain of BBXREs investments in joint ventures, partially offset by an increase in net profits from the sale of developed lots to homebuilders at the Beacon Lake Community development.

BBX Sweet Holdings - Selected Financial Data

Selected highlights of BBX Sweet Holdings ("BBXSH") financial results include:

Second Quarter 2020 Compared to Second Quarter 2019:

  • Trade sales of $5.2 million vs. $25.9 million

  • Gross margin of $(3.8) million vs. $9.6 million

  • Gross margin percentage of (72.4)% vs. 37.2%

  • Loss before income taxes of $(10.0) million vs. $(0.9) million

  • Adjusted EBITDA of $(7.3) million vs $0.4 million (5)

(5)

 

See the supplemental tables included in this release for a reconciliation of BBX Sweet Holdings net income to Adjusted EBITDA.

BBX Sweet Holdings operating results for the quarter ended June 30, 2020 as compared to the same 2019 period reflect the significant impact of the COVID-19 pandemic on BBX Sweet Holdings operations, including the temporary closing of all of ITSUGARs retail locations in March 2020 and the impact on consumer demand following the reopening of various locations in May and June 2020, which resulted in negative gross margin and gross margin percentage as a result of ongoing lease costs associated with its retail and manufacturing locations, partially offset by a net decrease in selling, general, and administrative expenses primarily due to temporary and permanent staff reductions implemented as a result of the pandemic, including the furlough of all of ITSUGARs store employees and the majority of its corporate employees from March 2020 through June 2020.

Renin - Selected Financial Data

Selected highlights of Renins financial results include:

Second Quarter 2020 Compared to Second Quarter 2019:

  • Trade sales of $17.2 million vs. $15.3 million

  • Gross margin of $3.3 million vs. $2.5 million

  • Gross margin percentage of 19.4% vs. 16.0%

  • Income before income taxes of $1.2 million vs. $15,000

  • Adjusted EBITDA of $1.6 million vs $0.5 million (6)

  (6)

 

See the supplemental tables included in this release for a reconciliation of Renins net income to Adjusted EBITDA.

Renins operating results for the quarter ended June 30, 2020 as compared to the same 2019 period reflect an increase in trade sales primarily associated with a net increase in trade sales to customers through its retail and commercial channels, an improvement in gross margin percentage which reflects wage subsidies provided for employees in Renins manufacturing facility in Canada, and a decrease in selling, general and administrative expenses primarily due to lower travel and trade show expenses as a result of travel restrictions associated with the COVID-19 pandemic.

About BBX Capital Corporation: BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTD) is a Florida-based diversified holding company whose principal investments include Bluegreen Vacations Corporation (NYSE: BXG), BBX Capital Real Estate, BBX Sweet Holdings, and Renin. For additional information, please visit www.BBXCapital.com .

About Bluegreen Vacations Corporation: Bluegreen Vacations Corporation (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests and manages resorts in popular leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with approximately 219,000 owners, 68 Club and Club Associate Resorts, and access to almost 11,400 other hotels and resorts through partnerships and exchange networks as of June 30, 2020. Bluegreen Vacations also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services to, or on behalf of, third parties. Bluegreen is approximately 93% owned by BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTD), a diversified holding company. For further information, visit www.BluegreenVacations.com .

Forward-Looking Statements

This press release contains forward-looking statements based largely on current expectations of the Company that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans, or other statements, other than statements of historical fact, are forward-looking statements and can be identified by the use of words or phrases such as "plans," "believes," "will," "expects," "anticipates," "intends," "estimates," "our view," "we see," "would," and words and phrases of similar import. The forward-looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and involve substantial risks and uncertainties. We can give no assurance that such expectations will prove to be correct. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. Forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. When considering forward-looking statements, the reader should keep in mind the risks, uncertainties, and other cautionary statements made in this report and in the Companys other reports filed with the SEC. The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made. This press release also contains information regarding the past performance of the Company and its respective investments and operations. The reader should note that prior or current performance is not a guarantee or indication of future performance. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, and all such information should only be viewed as historical data.

Future results and the accuracy of forward-looking statements may be affected by various risks and uncertainties, including the risk factors applicable to the Company which are described in "Item 1. Business Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" of the Companys Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Annual Report") and the Companys Current Report on Form 8-K filed with the SEC on March 31, 2020. These risks and uncertainties also include risks relating to public health issues, including, in particular, the COVID-19 pandemic, as it is not currently possible to accurately assess the expected duration and effects of the pandemic on our business. These include required closures of resorts and retail locations, travel and business restrictions, "shelter in place" and "stay at home" orders and advisories, volatility in the global and national economies and equity, credit, and commodities markets, worker absenteeism, quarantines, and other health-related restrictions; the duration and severity of the COVID-19 pandemic and the impact on demand for the Companys products and services, levels of consumer confidence, and supply chains; actions governments, businesses, and individuals take in response to the pandemic and their impact on economic activity and consumer spending, which will impact the Companys ability to successfully resume full business operations; the pace of recovery when the COVID-19 pandemic subsides; competitive conditions; the Companys liquidity and the availability of capital; the effects and duration of steps taken by the Company in response to the COVID-19 pandemic, including the risk of lease defaults and the inability to rehire or replace furloughed employees; risks that the Companys current or future business and marketing alliances may not be available to it in the future; risks that default rates may increase and exceed the Companys expectations; risks related to the Companys indebtedness, including the potential for accelerated maturities and debt covenant violations; the risk of heightened litigation as a result of actions taken in response to the COVID-19 pandemic or otherwise; the impact of the COVID-19 pandemic and other factors on the Companys ability to pay dividends, including that the risk that future dividends may not be paid at historical rates or at all; risks relating to a recessionary economy and its impact on consumers, including, but not limited to, their income, their level of discretionary spending, and their views towards the hospitality and retail industries; and the risk that certain of the Companys operations, including Bluegreens resort management and finance operations, may not continue to generate recurring sources of cash during or following the pandemic to the extent anticipated or at all.

Reference is also made to the other risks and uncertainties described in BBX Capitals Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which will be available on the SEC's website, https:// www.sec.gov , and on BBX Capitals website, www.BBXCapital.com , upon filing with the SEC, which is expected to occur no later than August 10, 2020. The Company cautions that the foregoing factors are not exclusive, and that the reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made.

Additional Information and Where to Find It; Participant Information

The proposed spin-off referenced in this press release and the Companys contemplated name change in connection with the spin-off will be submitted to the shareholders of the Company for their consideration. In connection therewith, the Company will file a proxy statement with the SEC. The definitive proxy statement will be mailed to the Company's shareholders when available. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SPIN-OFF.

The Company and its directors and executive officers may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the Companys shareholders in connection with the proposed spin-off. Information regarding the Company's directors and executive officers, including their names and interests in the Company, is set forth in Amendment No. 1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on April 29, 2020. Additional information regarding persons who may be deemed to be participants in the solicitation of proxies in respect of the proposed spin-off, including their names and interests in the Company, will be contained in the definitive proxy statement to be filed by the Company with the SEC and mailed to the Companys shareholders when available.

Copies of all documents filed by the Company with the SEC are available, free of charge, on the SEC's website at https:// www.sec.gov and in the Investor Relations section of the Companys website at www.BBXCapital.com . In addition, the Companys shareholders may obtain copies of the documents filed by the Company with the SEC at no charge by contacting the Companys Investor Relations Department by mail at BBX Capital Corporation, 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, or by phone at 954-940-5300.

The following supplemental table presents BBX Capitals Consolidating Statement of Operations (unaudited) for the three months ended June 30, 2020 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

Bluegreen

 

BBX
Capital
Real Estate

 

BBX Sweet
Holdings

 

Renin

 

Other

 

Reconciling
Items and
Eliminations

 

Segment
Total

Sales of VOIs

 

$

9,054

 

 


 

 


 

 


 

 


 

 


 

 

9,054

Fee-based sales commissions

 

 

1,135

 

 


 

 


 

 


 

 


 

 


 

 

1,135

Other fee-based services

 

 

26,413

 

 


 

 


 

 


 

 


 

 


 

 

26,413

Cost reimbursements

 

 

11,850

 

 


 

 


 

 


 

 


 

 


 

 

11,850

Trade sales

 

 


 

 


 

 

5,248

 

 

17,175

 

 

628

 

 

(8)

 

 

23,043

Sales of real estate inventory

 

 


 

 

2,839

 

 


 

 


 

 


 

 


 

 

2,839

Interest income

 

 

20,108

 

 

81

 

 

13

 

 


 

 


 

 

(703)

 

 

19,499

Net gains on sales of real estate assets

 

 


 

 

13

 

 


 

 


 

 


 

 


 

 

13

Other revenue

 

 


 

 

327

 

 

85

 

 


 

 

224

 

 

(163)

 

 

473

Total revenues

 

 

68,560

 

 

3,260

 

 

5,346

 

 

17,175

 

 

852

 

 

(874)

 

 

94,319

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of VOIs sold

 

 

1,038

 

 


 

 


 

 


 

 


 

 


 

 

1,038

Cost of other fee-based services

 

 

18,535

 

 


 

 


 

 


 

 


 

 


 

 

18,535

Cost reimbursements

 

 

11,850

 

 


 

 


 

 


 

 


 

 


 

 

11,850

Cost of trade sales

 

 


 

 


 

 

9,045

 

 

13,852

 

 

(504)

 

 

(8)

 

 

22,385

Cost of real estate inventory sold

 

 


 

 

1,474

 

 


 

 


 

 


 

 


 

 

1,474

Interest expense

 

 

8,540

 

 


 

 

55

 

 

71

 

 

2

 

 

834

 

 

9,502

Recoveries from loan losses, net

 

 


 

 

(1,525)

 

 


 

 


 

 


 

 


 

 

(1,525)

Impairment losses

 

 


 

 

2,710

 

 

595

 

 


 

 


 

 


 

 

3,305

Selling, general and administrative expenses

 

 

40,880

 

 

1,125

 

 

5,740

 

 

2,035

 

 

792

 

 

8,755

 

 

59,327

Total costs and expenses

 

 

80,843

 

 

3,784

 

 

15,435

 

 

15,958

 

 

290

 

 

9,581

 

 

125,891

Equity in net earnings of unconsolidated real estate joint ventures

 

 


 

 

145

 

 


 

 


 

 


 

 


 

 

145

Other income

 

 

273

 

 


 

 

75

 

 


 

 


 

 

61

 

 

409

Foreign exchange loss

 

 


 

 


 

 


 

 

(6)

 

 


 

 


 

 

(6)

(Loss) income before income taxes

 

$

(12,010)

 

 

(379)

 

 

(10,014)

 

 

1,211

 

 

562

 

 

(10,394)

 

 

(31,024)

The following supplemental table presents BBX Capitals Consolidating Statement of Operations (unaudited) for the three months ended June 30, 2019 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bluegreen

 

 

BBX
Capital
Real
Estate

 

 

BBX
Sweet
Holdings

 

 

Renin

 

 

Other

 

 

Reconciling
Items and
Eliminations

 

 

Segment
Total

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of VOIs

 

$

68,302

 

 


 

 


 

 


 

 


 

 


 

 

68,302

Fee-based sales commissions

 

 

55,343

 

 


 

 


 

 


 

 


 

 


 

 

55,343

Other fee-based services

 

 

30,703

 

 


 

 


 

 


 

 


 

 


 

 

30,703

Cost reimbursements

 

 

14,007

 

 


 

 


 

 


 

 


 

 


 

 

14,007

Trade sales

 

 


 

 


 

 

25,857

 

 

15,339

 

 

3,871

 

 

(6)

 

 

45,061

Sales of real estate inventory

 

 


 

 

424

 

 


 

 


 

 


 

 


 

 

424

Interest income

 

 

21,875

 

 

263

 

 

14

 

 


 

 

32