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The operating agreements for many of these ventures provide for a disproportionate allocation of distributions to the extent that certain investors receive specified returns on their investments, and as a result, these percentages do not necessarily reflect the Company’s economic interest in the expected distributions from such ventures. The collateral is a blanket lien on BBX Sweet Holdings' assets. The collateral consists of $7.7 million and $5.9 million of cash and cash equivalents held by Altman that is included in restricted cash in the Company's statement of financial condition as of September 30, 2024 and December 31, 2023, respectively. The certificate of deposit had an original term of six months with an interest rate of 5.75%, and a current maturity date of January 5, 2025. For periods prior to the spin-off on September 30, 2020, the number of shares is based on the shares issued in connection with the spin-off. See Note 1 for further discussion. ABBX is the guarantor of the facility. Represents the aggregate assets, liabilities, and noncontrolling interests of the consolidated real estate joint ventures sponsored by the Altman Companies or BBX Logistics, as described above. These real estate joint ventures have similar economic characteristics, financing arrangements, and organizational structures. BBX Capital is the guarantor of the line of credit. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2024

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

Commission File Number

000-56177

BBX Capital, Inc.

(Exact name of registrant as specified in its charter)

Florida		82-4669146
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

201 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida		33301
(Address of principal executive office)		(Zip Code)

(954) 940-4900

(Registrant's telephone number, including area code)

Securities Registered pursuant to Section 12(b) of the Act:

None

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ 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 ☐	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 November 8, 2024 is as follows:

Class A Common Stock of $.01 par value, 10,389,013 shares outstanding.
Class B Common Stock of $.01 par value, 3,854,194 shares outstanding.

BBX Capital, Inc. TABLE OF CONTENTS

Part I.
Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition as of September 30, 2024 and December 31, 2023 - Unaudited	1
	Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2024 and 2023 - Unaudited	2
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2024 and 2023 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 - Unaudited	5
	Notes to Condensed Consolidated Financial Statements - Unaudited	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	62
Item 4.	Controls and Procedures	62

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 6.	Exhibits	64
	Signatures	65

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BBX Capital, Inc.

Condensed Consolidated Statements of Financial Condition - Unaudited

(In thousands, except share data)

	*September 30,*			*December 31,*
	*2024*			*2023*
ASSETS
Cash and cash equivalents ($2,685 in 2024 and $4,521 in 2023 in variable interest entities (VIEs))	$	93,366			90,277
Restricted cash ($10,130 in 2024 and $10,089 in 2023 in VIEs)		30,005			21,307
Securities available for sale, at fair value		8,256			44,576
Trade accounts receivable, net ($436 in 2024 and $385 in 2023 in VIEs)		18,400			18,341
Construction contracts receivable, net		15,341			13,525
Trade inventory, net		33,395			33,836
Real estate ($1,384 in 2024 and $2,688 in 2023 held for sale, $78,526 in 2024 and $64,055 in 2023 of rental property under development in VIEs, $18,575 in 2024 and $0 in 2023 of rental properties in VIEs and $2,027 in predevelopment costs in 2024 and $0 in 2023 in VIEs)		116,407			80,654
Investments in and advances to unconsolidated real estate joint ventures ($60,008 in 2024 and $39,821 in 2023 in VIEs)		62,058			44,076
Note receivable from Bluegreen Vacations Holding Corporation		—			35,000
Property and equipment, net		38,834			40,688
Goodwill		49,647			49,647
Intangible assets, net		24,938			26,839
Operating lease assets		112,227			117,894
Deferred tax asset, net		7,207			7,192
Contract assets		10,330			30,799
Other assets ($653 in 2024 and $990 in 2023 in VIEs)		21,685			19,591
Total assets	$	642,096			674,242
LIABILITIES AND EQUITY
Liabilities:
Accounts payable ($130 in 2024 and $16 in 2023 in VIEs)	$	28,028			31,012
Accrued expenses ($634 in 2024 and $349 in 2023 in VIEs)		32,447			40,700
Contract liabilities		19,020			28,641
Other liabilities ($65 in 2024 and $1,833 in 2023 in VIEs)		3,658			4,774
Operating lease liabilities		132,368			136,758
Notes payable and other borrowings ($59,953 in 2024 and $27,321 in 2023 in VIEs)		86,227			60,805
Total liabilities		301,748			302,690
Commitments and contingencies (See Note 14)
Redeemable noncontrolling interest		5,065			5,040
Equity:
Class A Common Stock of $0.01 par value; authorized 30,000,000 shares; issued and outstanding 9,610,336 in 2024 and 10,110,336 in 2023		96			101
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares; issued and outstanding 3,785,851 in 2024 and 3,785,851 in 2023		38			38
Additional paid-in capital		311,661			311,847
Accumulated deficit		(34,680	)		(1,755	)
Accumulated other comprehensive income		936			1,313
Total shareholders' equity		278,051			311,544
Noncontrolling interests		57,232			54,968
Total equity		335,283			366,512
Total liabilities and equity	$	642,096			674,242

(1) 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.

See Notes to Condensed Consolidated Financial Statements - Unaudited

BBX Capital, Inc.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income – Unaudited

(In thousands, except per share data)

	*For the Three Months Ended*						*For the Nine Months Ended*
	*September 30,*						*September 30,*
	*2024*			*2023*			*2024*			*2023*
Revenues:
Trade sales	$	57,536			61,462			171,948			186,379
Sales of real estate inventory		190			2,712			2,143			8,929
Revenue from construction contracts		15,198			29,067			46,602			90,678
Real estate development and property management fees		1,987			5,002			5,987			9,249
Interest income		1,827			2,545			5,790			6,736
Net gain on sales of assets		1,497			2,271			1,497			2,210
Lease income, net		87			—			189			—
Other revenue		126			280			481			939
Total revenues		78,448			103,339			234,637			305,120
Costs and expenses:
Cost of trade sales		39,603			45,307			121,595			137,641
Cost of real estate inventory sold		—			570			321			2,107
Cost of revenue from construction contracts		15,384			31,945			51,022			94,263
Interest expense		686			810			2,194			2,245
Recoveries from loan losses, net		(220	)		(177	)		(1,044	)		(3,284	)
Impairment losses		11			349			229			349
Selling, general and administrative expenses		34,247			34,120			102,966			102,143
Total costs and expenses		89,711			112,924			277,283			335,464
Operating losses		(11,263	)		(9,585	)		(42,646	)		(30,344	)
Equity in net (loss) earnings of unconsolidated real estate joint ventures		(621	)		2,126			1,096			3,958
(Loss) gain on the consolidation of Altman Living		—			(2,393	)		—			3,802
Gain on the consolidation of investment in real estate joint ventures		—			1,135			—			12,017
Other (expense) income		(419	)		1,155			1,015			4,042
Foreign exchange (loss) gain		(409	)		421			297			(113	)
Loss before income taxes		(12,712	)		(7,141	)		(40,238	)		(6,638	)
Benefit for income taxes		2,022			606			7,087			231
Net loss		(10,690	)		(6,535	)		(33,151	)		(6,407	)
Net loss (income) attributable to noncontrolling interests		780			(1,290	)		226			(1,516	)
Net loss attributable to shareholders	$	(9,910	)		(7,825	)		(32,925	)		(7,923	)
Basic loss per share	$	(0.74	)		(0.55	)		(2.42	)		(0.55	)
Diluted loss per share	$	(0.74	)		(0.55	)		(2.42	)		(0.56	)
Basic weighted average number of common shares outstanding		13,396			14,354			13,618			14,354
Diluted weighted average number of common shares outstanding		13,396			14,354			13,618			14,354
Net loss	$	(10,690	)		(6,535	)		(33,151	)		(6,407	)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities available for sale		9			(12	)		2			(8	)
Foreign currency translation adjustments		334			(338	)		(379	)		36
Other comprehensive income (loss), net		343			(350	)		(377	)		28
Comprehensive loss, net of tax		(10,347	)		(6,885	)		(33,528	)		(6,379	)
Comprehensive loss (income) attributable to noncontrolling interests		780			(1,290	)		226			(1,516	)
Comprehensive loss attributable to shareholders	$	(9,567	)		(8,175	)		(33,302	)		(7,895	)

See Notes to Condensed Consolidated Financial Statements – Unaudited

BBX Capital, Inc.

Condensed Consolidated Statements of Changes in Equity - Unaudited

For the Three Months Ended September 30, 2024 and 2023

(In thousands)

	*Shares of*															*Accumulated*
	*Common Stock*					*Common*										*Other*
	*Outstanding*					*Stock*				*Additional*						*Comprehen-*			*Non-*
	*Class*					*Class*				*Paid-in*			*Accumulated*			*sive*			*controlling*			*Total*
	A		B			A		B		*Capital*			*Earnings*			*Income*			*Interests*			*Equity*
Balance, June 30, 2023		10,629		3,724		$	106		37		315,108			19,864			1,201			58,762			395,078
Net loss excluding $173 of income attributable to redeemable noncontrolling interest		—		—			—		—		—			(7,825	)		—			1,117			(6,708	)
Other comprehensive loss		—		—			—		—		—			—			(350	)		—			(350	)
Buyout of redeemable noncontrolling interest		—		—			—		—		311			—			—			—			311
Consolidation of real estate joint venture managing members		—		—			—		—		—			—			—			(434	)		(434	)
Contributions from noncontrolling interest		—		—			—		—		—			—			—			190			190
Distribution to noncontrolling interests		—		—			—		—		(197	)		—			—			(5,314	)		(5,511	)
Conversion of common stock from Class B to Class A		1		(1	)		—		—		—			—			—			—			—
Share-based compensation		—		—			—		—		1,124			—			—			405			1,529
Balance, September 30, 2023		10,630		3,723		$	106		37		316,346			12,039			851			54,726			384,105

	*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, June 30, 2024		9,610		3,786	$	96		38		310,228		(24,770	)		593		57,535			343,720
Net loss excluding $65 of income attributable to redeemable noncontrolling interest		—		—		—		—		—		(9,910	)		—		(845	)		(10,755	)
Other comprehensive income		—		—		—		—		—		—			343		—			343
Contributions from noncontrolling interests		—		—		—		—		—		—			—		726			726
Distributions to noncontrolling interests		—		—		—		—		—		—			—		(418	)		(418	)
Share-based compensation		—		—		—		—		1,433		—			—		234			1,667
Balance, September 30, 2024		9,610		3,786	$	96		38		311,661		(34,680	)		936		57,232			335,283

See Notes to Condensed Consolidated Financial Statements - Unaudited

BBX Capital, Inc.

Condensed Consolidated Statements of Changes in Equity - Unaudited

For the Nine Months Ended September 30, 2024 and 2023

(In thousands)

	*Shares of*															*Accumulated*
	*Common Stock*					*Common*										*Other*
	*Outstanding*					*Stock*				*Additional*						*Comprehen-*		*Non-*
	*Class*					*Class*				*Paid-in*			*Accumulated*			*sive*		*controlling*			*Total*
	A		B			A		B		*Capital*			*Earnings*			*Income*		*Interests*			*Equity*
Balance, December 31, 2022		10,629		3,724		$	106		37		312,978			20,358			823		226			334,528
Net income excluding $90 of income attributable to redeemable noncontrolling interest		—		—			—		—		—			(7,923	)		—		1,426			(6,497	)
Other comprehensive income		—		—			—		—		—			—			28		—			28
Accretion of noncontrolling interest		—		—			—		—		—			(900	)		—		—			(900	)
Reversal of accretion of redeemable noncontrolling interest		—		—			—		—		—			504			—		—			504
Consolidation of real estate joint venture managing members		—		—			—		—		—			—			—		55,556			55,556
Contributions from noncontrolling interest		—		—			—		—		—			—			—		2,337			2,337
Distributions to noncontrolling interests		—		—			—		—		(197	)		—			—		(5,473	)		(5,670	)
Buyout of redeemable noncontrolling interest		—		—			—		—		311			—			—		—			311
Conversion of common stock from Class B to Class A		1		(1	)		—		—		—			—			—		—			—
Share-based compensation		—		—			—		—		3,254			—			—		654			3,908
Balance, September 30, 2023		10,630		3,723		$	106		37		316,346			12,039			851		54,726			384,105

	*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, 2023		10,110			3,786	$	101			38		311,847			(1,755	)		1,313			54,968			366,512
Net loss excluding $194 of income attributable to redeemable noncontrolling interest		—			—		—			—		—			(32,925	)		—			(420	)		(33,345	)
Other comprehensive loss		—			—		—			—		—			—			(377	)		—			(377	)
Contributions from noncontrolling interests		—			—		—			—		—			—			—			2,586			2,586
Distributions to noncontrolling interests		—			—		—			—		—			—			—			(487	)		(487	)
Purchase and retirement of common stock		(500	)		—		(5	)		—		(4,370	)		—			—			—			(4,375	)
Share-based compensation		—			—		—			—		4,184			—			—			585			4,769
Balance, September 30, 2024		9,610			3,786	$	96			38		311,661			(34,680	)		936			57,232			335,283

BBX Capital, Inc.

Condensed Consolidated Statements of Cash Flows - Unaudited

(In thousands)

	*For the Nine Months Ended*
	*September 30,*
	*2024*			*2023*
Operating activities:
Net loss	$	(33,151	)		(6,407	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Recoveries from loan losses, net		(1,044	)		(3,284	)
Depreciation, amortization and accretion		8,202			8,542
Net gain on sales of real estate and property and equipment		(1,997	)		(2,209	)
Equity in net earnings of unconsolidated real estate joint ventures		(1,096	)		(3,958	)
Return on investment in unconsolidated real estate joint ventures		3,447			7,455
Gain on the consolidation of real estate joint ventures		—			(12,017	)
Gain on the consolidation of Altman Living		—			(3,802	)
Impairment losses		229			349
Share-based compensation expense		4,769			3,976
Provision for excess and obsolete inventory		(154	)		(392	)
Change in deferred income tax asset, net		(15	)		1,525
Changes in operating assets and liabilities:
Trade accounts receivable		(59	)		283
Construction contracts receivable		(1,816	)		978
Trade inventory		534			8,922
Real estate		(4,407	)		(2,995	)
Operating lease assets		16,367			15,690
Operating lease liabilities		(16,235	)		(14,956	)
Contract assets		20,724			6,393
Other assets		4,819			5,569
Accounts payable		(6,019	)		9,769
Accrued expenses		(7,478	)		(10,915	)
Contract liabilities		(13,492	)		(963	)
Other liabilities		(1,495	)		(2,129	)
Net cash (used in) provided by operating activities		(29,367	)		5,424
Investing activities:
Return of investment in and advances to unconsolidated real estate joint ventures		401			21,188
Investments in unconsolidated real estate joint ventures		(20,734	)		(10,752	)
Purchases of securities available for sale		(17,211	)		(95,008	)
Redemptions of securities available for sale		54,250			70,229
Proceeds from repayment of loans receivable		1,108			3,622
Proceeds from the repayment of Bluegreen Vacations Holding Corporation note		35,000			14,070
Proceeds from sales of assets		336			—
Proceeds from sale of real estate held for sale		2,850			3,176
Additions to real estate held-for-sale and held-for-investment		(26,246	)		(29,345	)
Purchases of property and equipment		(5,004	)		(10,925	)
Cash acquired in the consolidation of real estate joint ventures		—			29,147
Cash paid for Altman Living acquisition, net of cash received		—			(3,975	)
Decrease in cash from other investing activities		(5,184	)		(14	)
Net cash provided by (used in) investing activities		19,566			(8,587	)

(Continued)

	*For the Nine Months Ended*
	*September 30,*
	*2024*			*2023*
Financing activities:
Repayments of notes payable and other borrowings		(9,224	)		(5,317	)
Proceeds from notes payable and other borrowings		34,711			11,334
Payments for debt issuance costs		(679	)		(30	)
Purchase and retirement of common stock		(4,375	)		—
Buyout of IT'SUGAR redeemable noncontrolling interest		(775	)		(3,278	)
Contributions from noncontrolling interests		2,586			2,355
Distributions to noncontrolling interests		(656	)		(5,670	)
Net cash provided by (used in) financing activities		21,588			(606	)
Increase (decrease) in cash, cash equivalents and restricted cash		11,787			(3,769	)
Cash, cash equivalents and restricted cash at beginning of period		111,584			128,331
Cash, cash equivalents and restricted cash at end of period	$	123,371			124,562

Supplemental cash flow information:
Interest paid on borrowings, net of amounts capitalized	$	2,164			2,128
Income taxes paid		438			7,503
Supplementary disclosure of non-cash investing and financing activities:
Miscellaneous receivable from sale of assets		255			—
Additions to real estate held for investment and property and equipment accrued not paid		6,906			—
Inventory transferred in sale of assets		61			—
Assumption of Community Development District Bonds by homebuilders		131			1,286
Increase in accrued expenses for the buyout of IT'SUGAR redeemable noncontrolling interest		—			1,244
Operating lease assets obtained in exchange for new operating lease liabilities		12,626			23,133
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents		93,366			102,490
Restricted cash		30,005			22,072
Total cash, cash equivalents and restricted cash	$	123,371			124,562

See Notes to Condensed Consolidated Financial Statements - Unaudited

BBX Capital, Inc.

Notes to Condensed Consolidated Financial Statements - Unaudited

1. Organization and Basis of Financial Statement Presentation

Organization

BBX Capital, Inc. (referred to together with its subsidiaries as the “Company,” “we,” “us,” or “our,” and without its subsidiaries as “BBX Capital”) is a Florida-based diversified holding company whose principal holdings are The Altman Companies, LLC (“Altman”), which was formerly known as BBX Capital Real Estate, LLC (“BBX Capital Real Estate or “BBXRE”), BBX Sweet Holdings, LLC (“BBX Sweet Holdings” or “BBXSH”), and Renin Holdings, LLC (“Renin”).

As of September 30, 2024, the Company restructured and rebranded its real estate division under the Altman name. In the restructuring, BBX Capital Real Estate changed its name to Altman, its multifamily apartment development division changed its name from The Altman Companies, LLC to Altman Living, LLC ("Altman Living"), and its logistics development division changed its name from BBX Logistics Properties, LLC to Altman Logistics Properties LLC ("Altman Logistics"). In addition, ABBX Guaranty, LLC, which provides guarantees on Altman Livings multifamily apartment developments, changed its name to Altman Living Guaranty, LLC ("Altman Living Guaranty"), and BBX Industrial Guaranty, LLC, which provides guarantees on logistics developments, changed its name to Altman Logistics Guaranty, LLC ("Altman Logistics Guaranty"). Altman also formed a new company, Altman Opportunity Investments, LLC ("Altman Opportunity Investments"), to invest in real estate and other assets, including real estate developments not sponsored by Altman. These changes were made with the goals of leveraging the Altman brand and operating infrastructure across all of the Company’s real estate operations and simplifying communications with current and prospective lenders, joint venture partners, and vendors.

Principal Holdings

The Company’s principal holdings are Altman, BBX Sweet Holdings, and Renin.

Altman

Altman is primarily engaged in the acquisition, development, and sale of multifamily rental apartment communities, warehouse and logistics facilities, and single-family master-planned housing communities primarily located in Florida. As part of its real estate development activities, Altman invests in developments primarily through joint ventures in which it serves as the managing member. Altman also generates fees from various services related to these developments, including acquisition, development management, general contractor, and property management services. Altman primarily operates through Altman Living, a developer and manager of multifamily apartment communities, Altman Logistics, a developer of warehouse and logistics facilities, and Altman Opportunity Investments, which was formed to invest in real estate developments not sponsored by Altman and manage the legacy assets held by the Company.

BBX Sweet Holdings

BBX Sweet Holdings is engaged in the ownership and management of operating businesses in the confectionery industry, including (i) IT’SUGAR, a specialty candy retailer in over 100 retail locations in the United States and one location in Canada whose products include bulk candy, candy in giant packaging, and licensed and novelty items, and (ii) Las Olas Confections and Snacks, a manufacturer and wholesaler of chocolate and other confectionery products. Through August 2023, the Company owned over 90% of the equity interests in IT'SUGAR. In August 2023, the Company acquired the remaining equity interest in IT’SUGAR, and IT’SUGAR became a wholly-owned subsidiary of the Company.

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 manufacturing and distribution facilities in the United States and Canada. In addition to its own manufacturing activities, Renin also sources certain products and raw materials from China, Brazil, and certain other countries.

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 in 2018 through a loan foreclosure, and an entity which provides risk management advisory services to the Company and its affiliates and previously acted as an insurance agent. The fees earned by the risk management advisory entity for services provided to the Company are eliminated in consolidation. Through January 2024, the Company's affiliates included Bluegreen Vacations Holdings Corporation ("BVH"). However, in January 2024, BVH was acquired by Hilton Grand Vacations Inc. ("HGV").

Basis of Financial Statement Presentation

The condensed consolidated financial statements of the Company include the consolidated financial statements of BBX Capital and its wholly-owned subsidiaries, other entities in which BBX Capital or its wholly-owned subsidiaries hold controlling financial interests, and any VIEs in which BBX Capital or one of its consolidated subsidiaries is deemed the primary beneficiary of the VIE. Inter-company accounts and transactions have been eliminated in consolidation.

In November 2018, Altman acquired a 50% equity interest in Altman Living, and Mr. Joel Altman continued to own the remaining 50% equity interest of Altman Living. On January 31, 2023 (the “Acquisition Date”), Altman acquired the remaining 50% equity interests in Altman Living, and Altman Living became a wholly-owned subsidiary of the Company. Prior to the Acquisition Date, the Company accounted for its investment in Altman Living under the equity method of accounting. However, as of and subsequent to the Acquisition Date, the Company has consolidated Altman Living in its consolidated financial statements. As a result, the Company's statement of operations and comprehensive (loss) income, statement of changes in equity, and statement of cash flows for the nine months ended September 30, 2023 reflect the activities of Altman Living under the equity method of accounting for the one month ended January 31, 2023 and include the activities of Altman Living and its subsidiaries on a consolidated basis from February 1, 2023 to September 30, 2023.

In the Company’s opinion, the financial information contained herein reflects all adjustments consisting of normal recurring items necessary for a fair presentation of its financial position, results of operations, and cash flows for the interim periods reported in this Quarterly Report on Form 10-Q. The 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. Also, 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, 2023 (the “2023 Annual Report”) filed with the SEC on March 15, 2024.

Use of Estimates

The preparation of financial statements prepared in conformity with GAAP require the Company to make estimates and assumptions, including assumptions about current and future economic and market conditions which affect reported amounts and related disclosures in the Company’s financial statements, and actual results could differ materially from those estimates.

Due to, among other things, the impact of the inflationary and geopolitical environment, including the impact of interest rates, decreased consumer demand, labor shortages, supply chain issues, and economic uncertainty, actual conditions could materially differ from the Company’s expectations and estimates, which would materially affect the Company’s results of operations and financial condition. The severity, magnitude, and duration, as well as the economic consequences of these conditions 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 changes in, and the impact of, such external factors. Such changes could result in, among other adjustments, future impairments of intangible assets, long-lived assets, and investments in unconsolidated subsidiaries and additional future reserves for inventory and receivables.

Impairment Testing

As described in the consolidated financial statements included in the Company’s 2023 Annual Report, the Company tests goodwill for potential impairment on an annual basis as of December 31 or during interim periods if impairment indicators exist.

During the three months ended September 30, 2024, the Company concluded that the factors, including inflationary pressures described in this report, a decline in consumer demand for discretionary products, and the current economic and geopolitical environment, when combined with the longer than anticipated decline in IT’SUGAR’s sales as 2024 has progressed, indicated that it was necessary to quantitively test whether the fair value of the IT’SUGAR reporting unit had declined below its carrying amount as of September 30, 2024. As a result, the Company tested IT’SUGAR’s goodwill for impairment by estimating the fair value of the IT’SUGAR reporting unit as of September 30, 2024 and, as discussed below, concluded that its goodwill was not impaired, as the estimated fair value of the IT’SUGAR reporting unit was in excess of the carrying amount of the reporting unit.

During the three months ended September 30, 2024, the Company concluded that the factors described in this report, including inflationary pressures, a decline in consumer demand for discretionary products, and the current economic and geopolitical environment, when combined with the longer than anticipated decline in IT’SUGAR’s sales as 2024 has progressed, indicated that it was necessary to quantitatively test whether the fair value of the IT’SUGAR reporting unit had declined below its carrying amount as of September 30, 2024. As a result, the Company tested IT’SUGAR’s goodwill for impairment by estimating the fair value of the IT’SUGAR reporting unit as of September 30, 2024 and, as discussed below, concluded that its goodwill was not impaired, as the estimated fair value of the IT’SUGAR reporting unit was in excess of the carrying amount of the reporting unit. In reaching this conclusion, the Company applied an income approach utilizing a discounted cash flow methodology to estimate the fair value of the IT’SUGAR reporting unit. Although the Company considered a market approach utilizing a guideline public company and transaction methodology to estimate the fair value of the IT’SUGAR reporting unit, the Company primarily applied the income approach due to the fact that IT’SUGAR’s trailing twelve-month earnings before interest, taxes, depreciation, and amortization (“EBITDA”) was negative and the limited number of observable market multiples on forward-looking EBITDA.

The Company’s assessment of the IT’SUGAR reporting unit for impairment required the Company to make estimates based on facts and circumstances as of September 30, 2024 and assumptions about current and future economic and market conditions. These assumptions included, among other things, (i) the stabilization of IT’SUGAR’s comparable store sales following two consecutive years of negative comparable store sales, including a positive comparable store sale increase in 2025 as a result of various initiatives being implemented by IT’SUGAR to stimulate sales, and (ii) a long-term increase in sales resulting from IT’SUGAR implementing its long-term strategy to reinvest in and grow its business through new store openings, which will ultimately be necessary in order to leverage its corporate overhead and operating infrastructure. However, as there is significant uncertainty in (i) the current and future economic environment and how it may evolve, (ii) the duration of any continued decline in consumer demand, and (iii) the potential for a recessionary economic environment, the estimates and assumptions in the Company’s estimated value of IT’SUGAR may change over time, which could result in the recognition of impairment losses related to the IT’SUGAR reporting unit in a future period that would be material to the Company’s financial statements. Changes in assumptions that could materially impact the Company’s estimates related to IT’SUGAR that could result in the recognition of impairment losses in future periods include, but are not limited to, (i) a decline in market valuations resulting in an increase to the discount rate applied in the income approach and/or a decrease in the multiple of earnings applied in the market approach, (ii) a material longer term or permanent decline in demand for IT’SUGAR’s products and/or its product margins, and/or (iii) IT’SUGAR being unable to open new store locations in order to grow its store portfolio and replace stores for which the related leases are expiring.

Impact of Current Economic Issues

The Company and the industries in which it operates have been impacted by economic trends in the U.S. and global economies, including (i) decreased consumer demand, (ii) disruptions in global supply chains, (iii) a general labor shortage and increases in wages, (iv) increased economic uncertainty, (v) inflationary pressures and higher costs to operate the Company’s businesses, including higher insurance costs, and (vi) higher interest rates. In light of the uncertain duration and impact of current economic trends, the Company has focused on maintaining significant liquidity. As of September 30, 2024, the Company’s consolidated cash and cash equivalent balances were $93.4 million, and its securities available for sale, which are primarily comprised of U.S. Treasury and federal agency securities with maturities of less than one year, were $8.3 million.

Inflationary and economic trends have and may continue to adversely impact the Company's results of operations. The Federal Reserve has sought to address inflation through monetary policy, including the wind-down of quantitative easing and by increasing the Federal Funds rate. The Russian invasion of Ukraine and the related embargoes against Russia as well as piracy in shipping lanes have resulted in supply chain issues, with the conflict in the Middle East further exacerbating inflationary trends and supply chain disruptions. We believe the 475 basis point increase in the federal funds rate since March 2022 and the wind-down of quantitative easing during 2023 created economic uncertainty which negatively affected our operating results by, among other things: (i) increasing interest expense on variable rate debt and any new debt, (ii) decreasing gross margins due to increased costs of manufactured or purchased inventory and shipping, (iii) reducing the availability of debt and equity capital for new real estate investments and the number of real estate development projects meeting the Company’s investment criteria, (iv) increasing overall operating expenses due to increases in labor and service costs, (v) decreasing customer demand for our products, (vi) shifting customer behavior as consumers experience higher borrowing costs, including mortgage borrowings, and (vii) increasing the risk of impairments as a result of declining valuations. Recent decreases in interest rates have not to date resulted in material reductions in borrowing costs and market volatility and the potential impact of the November elections created uncertainty regarding future consumer sentiment.

While we have taken steps to increase the prices of certain of our products, further increases may not be accepted by our consumers, and any such increases could negatively impact customer retention and our gross margin. There is no assurance that the Company’s operating subsidiaries will be able to increase prices in response to increasing costs or maintain current price levels which could have a material adverse effect on the Company's results of operations and financial condition.

Altman's real estate assets are primarily located in Florida, and economic conditions in the Florida real estate market in particular could adversely affect our earnings and financial condition. In 2023, Altman has experienced a significant increase in commodity and labor prices, and a shortage of available labor, which resulted in higher development and construction costs, and disruptions in the supply chain for certain commodities and equipment. These factors impacted the timing of projects under construction and the commencement of construction of new projects. Furthermore, homebuilders have seen a general softening of demand, and the increase in mortgage rates had an adverse impact on residential home sales. In addition, rising interest rates have increased the cost of the Company’s outstanding indebtedness and the cost of financing for new development projects. Higher rates have also had an adverse impact on the availability of financing and the anticipated profitability of development projects, as (i) a majority of development costs are financed with third party debt and (ii) capitalization rates related to multifamily apartment communities and warehouse facilities are generally impacted by interest rates. Altman has also observed a decline in the number of potential investors interested in providing equity or debt financing for the development of new multifamily apartment developments and the acquisition of stabilized multifamily apartment communities. Such factors have impacted Altman’s results of operations, and we expect that they may also have an adverse impact on its operating results in future periods.

Similarly, IT’SUGAR has experienced significant increases in the cost of inventory and freight as well as delays in its supply chain that impacted its ability to maintain historical inventory levels at its retail locations. IT’SUGAR also experienced an increase in payroll costs as a result of shortages in available labor at certain of its retail locations. While IT’SUGAR partially mitigated the impact of increased costs through increases in the prices of its products, IT’SUGAR has had to slow the pace of price increases due to a recent decline in consumer demand, which has resulted in declines in its selling margins. Further, while IT’SUGAR previously increased inventory levels at its retail locations in an effort to ensure that it could meet consumer demand, in light of the slowdown in store sales and general economic uncertainty, IT’SUGAR has begun to adjust the pace at which it is replenishing inventory in an effort to mitigate the risk of it not being able to sell the products timely and the risk of inventory writedowns due to the slowdown in consumer demand. At the same time, however, IT’SUGAR must also manage decreases its inventory levels so it does not further negatively impact store sales.

Higher interest rates on borrowings, global supply chain disruptions and increases in commodity prices have also contributed to an increase in Renin’s costs, including costs related to shipping and raw materials, as well as delays in its supply chains, all of which have: (i) negatively impacted Renin’s product costs and gross margin, (ii) increased the risk that Renin will be unable to fulfill customer orders, and (iii) negatively impacted Renin’s working capital and cash flow due to increased inventory in transit, a prolonged period between when it is required to pay its suppliers and when it is paid by its customers, and (iv) an overall decline in its gross margin. While Renin has increased the price of many of its products, Renin’s gross margin has nonetheless been negatively impacted by these cost pressures. Additionally, the negotiation of increased prices increases the risk that customers will pursue alternative sources for Renin’s products, which may result in Renin losing customers or require it to lower prices in an effort to retain customers. While Renin increased its inventory levels in an effort to ensure that it could meet customer demand, current economic conditions, including a slowdown in consumer demand, have increased the risk that Renin may be unable to timely sell such products and the risk of inventory writedowns. The impact of these factors contributed to Renin's inability to comply with covenants under its credit facility with TD Bank. On March 13, 2024, Renin's TD Bank Credit Facility was amended and restated in its entirety to, among other things, address Renin's noncompliance with its covenants. See Note 8 of the Company’s condensed consolidated financial statements for additional information with respect to the amended TD Bank Credit Facility. If Renin is unable to maintain compliance with the covenants under its amended and restated credit facility with TD Bank, Renin may lose availability under its revolving line of credit, may be required to provide additional collateral, or may be required to repay all or a portion of its borrowings under the facility, any of which would have a material adverse effect on the Company's liquidity, financial position, and results of operations.

Recently Adopted and Future Adoption of Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") has issued the following accounting pronouncements and guidance relevant to the Company's operations which had not been adopted as of January 1, 2024:

Accounting Standards Update ("ASU") ASU No. 2024-3, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40).

This update requires disclosure in the notes to financial statements certain information about costs and expenses. The update requires that at each interim and annual reporting period, an entity:

1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(d)

2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.

3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. The amendments in the update should be applied either (i) prospectively to financial statements issued for reporting periods after the effective date of the update or (ii) retrospectively to any or all prior periods presented in the financial statements. BBX Capital has not yet adopted this update and is currently evaluating the potential impact of the update on its consolidated financial statements.

ASU No. 2024-1, Compensation - Stock Compensations (Topic 718): Scope Application of Profits Interest and Similar Awards. This update addresses how entities determine whether a profits interest or similar award falls within the scope of ASC Topic 718, Stock Compensation, or other guidance. This update is effective for annual periods beginning after December 15, 2024 and interim periods within those annual periods and should be applied either (i) retrospectively to all prior periods presented in the financial statements or (ii) prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the standard. BBX Capital will adopt this update on January 1, 2025 and is currently evaluating the potential impact of the update on its consolidated financial statements.

ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure. This update requires that public business entities on an annual basis (i) disclose specific categories in the income tax rate reconciliation, (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate), (iii) disclose the amount of income taxes paid, net of refunds, disaggregated by federal, individual state jurisdictions, and individual foreign taxes in which the net taxes paid is equal to or greater than five percent of total income taxes paid, and (iv) disclose income or loss from continuing operations before income taxes disaggregated by domestic and foreign and income tax expense or benefit from continuing operations disaggregated by federal, state and foreign components. The update is effective for annual periods beginning after December 31, 2024, and early adoption is permitted for annual financial statements that have not yet been issued. BBX Capital has not yet adopted this update and is currently evaluating the potential impact of the update on its consolidated financial statements.

ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. This update enhances the disclosures about segment expenses by requiring that public entities on an annual and interim basis (i) disclose significant segment expenses that are regularly provided to the chief operating decision maker (the "CODM") and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”), (ii) include all annual disclosures about a reportable segment's profits or loss and assets in interim periods, (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (iv) disclose the composition of other segment items by reportable segment that are not included in significant expenses. The update is effective for fiscal years beginning after December 31, 2023 and interim periods within years beginning after December 31, 2024. Early adoption is permitted. BBX Capital will adopt this update for the year ended December 31, 2024 and interim periods thereafter and this update will not have a material impact on the Company's consolidated financial statements.

ASU No. 2023-05, Business Combinations (Topic 805-60): Account for Joint Venture Formations - Recognition and Measurements. This update addresses the accounting in a joint venture’s separate financial statements for contributions made to a joint venture upon formation, as there has been diversity in practice in how a joint venture accounts for the contributions it receives upon formation. To reduce diversity in practice and provide decision-useful information to a joint venture’s investors, the FASB decided to require joint ventures to apply a new basis of accounting upon formation based upon the recognition and measurement guidance in ASC Topic 805, Business Combinations. This update does not amend the definition of a joint venture (or a corporate joint venture), the accounting by an equity method investor for its investment in a joint venture, or the accounting by a joint venture for contributions received after its formation. The update is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, although a joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively. BBX Capital has not yet adopted this update and is currently evaluating the potential impact of the statement on its consolidated financial statements.

2. Securities Available-for-Sale

The following table summarizes the amortized cost and fair value of securities available-for-sale and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (in thousands):

	*As of September 30, 2024*
			*Gross*		*Gross*
	*Amortized*		*Unrealized*		*Unrealized*		*Fair*
	*Cost*		*Gains*		*Losses*		*Value*
Available-for-sale
U.S. Treasury and federal agency	$	7,414		7		—		7,421
Community Development District bonds		820		15		—		835
Total available-for-sale	$	8,234		22		—		8,256

	*As of December 31, 2023*
			*Gross*		*Gross*
	*Amortized*		*Unrealized*		*Unrealized*		*Fair*
	*Cost*		*Gains*		*Losses*		*Value*
Available-for-sale
U.S. Treasury and federal agency	$	43,738		13		—		43,751
Community Development District bonds		820		5		—		825
Total available-for-sale	$	44,558		18		—		44,576

Accrued interest receivable as of September 30, 2024 and December 31, 2023 was $19,000 and $8,000, respectively. All U.S. Treasury and federal agency securities available-for-sale have maturities of less than one year, while the Community Development District bonds mature after ten years.

3. Trade Accounts Receivable and Construction Contracts Receivable

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

	*September 30,*			*December 31,*
	*2024*			*2023*
Trade accounts receivable	$	18,580			18,563
Allowance for expected credit losses		(180	)		(222	)
Total trade accounts receivables	$	18,400			18,341

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

	*September 30,*		*December 31,*
	*2024*		*2023*
Construction contracts receivable	$	15,341		13,525
Allowance for expected credit losses		—		—
Total construction contracts receivable	$	15,341		13,525

The entire balance of construction contracts receivable is comprised of receivables from affiliated real estate joint ventures in which the Company is the managing member.

4. Trade Inventory

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

	*September 30,*			*December 31,*
	*2024*			*2023*
Raw materials	$	5,115			5,569
Paper goods and packaging materials		1,580			1,571
Work in process		1,487			618
Finished goods		26,337			27,356
Total trade inventory		34,519			35,114
Inventory reserve		(1,124	)		(1,278	)
Total trade inventory, net	$	33,395			33,836

5. Real Estate

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

	*September 30,*		*December 31,*
	*2024*		*2023*
Real estate held-for-sale	$	1,384		2,688
Real estate held-for-investment		2,775		2,981
Real estate inventory		7,019		6,117
Rental properties under development		78,526		64,055
Rental properties less accumulated depreciation of $67		18,575		—
Predevelopment costs		8,128		4,813
Total real estate	$	116,407		80,654

As of September 30, 2024, rental properties under development was comprised of $14.6 million of land and $63.9 million of construction in progress related to the portion of Altis Grand Kendall which is being developed by the Altis Grand Kendall joint venture, a consolidated VIE, that remained under construction. During the quarter ended September 30, 2024, completed apartment units at Altis Grand Kendall were placed in service, and as of September 30, 2024, rental properties less accumulated depreciation was comprised of $18.6 million of land and depreciable real estate assets allocated to the completed apartment units at Altis Grand Kendall that had been placed in service. During the three and nine months ended September 30, 2024, the Altis Grand Kendall joint venture capitalized $1.0 million and $2.6 million, respectively, of interest expense related to a construction loan with TD Bank. No interest expense was capitalized during the three and nine months ended September 30, 2023.

Rental properties are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related assets, generally 27.5 years for buildings and improvements, three years for furniture and seven years for equipment.

6. Investments in and Advances to Consolidated and Unconsolidated VIEs

Consolidated VIEs

Real Estate Joint Ventures Related to Altman Living and Altman Logistics

Altman invests in the managing member of real estate joint ventures sponsored by Altman Living and by Altman Logistics. In accordance with the applicable accounting guidance for the consolidation of VIEs, the Company analyzes its investments in the managing member of each real estate joint venture to determine if such managing member entities are VIEs and, to the extent that such entities are VIEs, if the Company is the primary beneficiary. Based on the Company’s analysis of the structure of these entities, including the respective operating agreements governing these entities and any relevant financial agreements, the Company has determined that (i) the managing member entities are VIEs due to the entities not having sufficient equity to finance their activities and (ii) the Company has variable interests in these entities as a result of its equity investments in such entities. Further, the Company has determined that it is the primary beneficiary of the managing member entities and, as a result, consolidates the managing member entities. The Company’s conclusion that it is the primary beneficiary of these entities is primarily based on the determination that the Company has the power to direct activities of the entities that most significantly affect their economic performance. With respect to joint ventures sponsored by Altman Living that were formed prior to the Acquisition Date, the Company had determined prior to the Acquisition Date that it was not the primary beneficiary of certain managing member entities based on the fact that Altman and Mr. Altman shared decision-making authority for all significant operating and financing decisions related to such entities. However, as a result of the acquisition of Altman Living and Mr. Altman’s ongoing employment with Altman Living, the Company reevaluated its investments in these entities and determined that, as of and subsequent to the Acquisition Date, Altman and Mr. Altman constitute a related party group under the accounting guidance for VIEs that collectively is the primary beneficiary of each of these entities and that Altman is the primary beneficiary of the managing member entities as it is the member of the related party group whose activities are most closely associated with the entities.

As a result of the above, the Company consolidates the managing members of the following real estate joint ventures:

●

Altis Lake Willis Phase 1

●

Altis Lake Willis Phase 2

●

Altis Grand at Suncoast

●

Altis Blue Lake

●

Altis Santa Barbara

	●	Altis Grand Kendall
	●	Altis Twin Lakes
	●	Altis Grand Bay
	●	The Park at Delray
	●	The Park at Lakeland
	●	The Park at Davie

As further described below under Unconsolidated VIEs, although the Company consolidates the managing member of the various real estate joint ventures sponsored by Altman Living and by Altman Logistics, the Company has determined that, other than with respect to the Altis Grand Kendall joint venture, the real estate joint ventures in which the managing member entities hold investments are VIEs in which the managing member entities are not the primary beneficiary. However, with respect to the Altis Grand Kendall and Altis Grand Bay joint ventures, the Company determined that the ventures are VIEs in which the managing member is the primary beneficiary, as the managing member of the Altis Grand Kendall and Altis Grand Bay joint ventures have the power to direct the activities of the joint venture that most significantly affect its economic performance and such power is not constrained by any kick-out or substantive participating rights held by the non-managing members. As a result, the Company consolidates the Altis Grand Kendall and Altis Grand Bay joint ventures.

Altman Living Guaranty

In 2018, Altman and Mr. Altman formed Altman Living Guaranty (formerly known as ABBX Guaranty, LLC), a joint venture that provides guarantees on the indebtedness and construction cost overruns of development joint ventures sponsored by Altman Living. Under the terms of the operating agreement of Altman Living Guaranty, Altman and Mr. Altman will retain their respective 50% equity interests in the joint venture until such time that the joint venture is no longer providing guarantees related to development joint ventures originated prior to the Acquisition Date. At such time that Altman Living Guaranty is no longer providing guarantees related to such development joint ventures, it is expected that Altman will acquire Mr. Altman’s equity interest in Altman Living Guaranty based on his then outstanding capital in Altman Living Guaranty. Prior to the Acquisition Date, the Company previously determined that Altman Living Guaranty was a VIE in which Altman was not the primary beneficiary based on the fact that Altman and Mr. Altman share decision-making authority for all significant operating and financing decisions related to Altman Living Guaranty. As a result, the Company previously accounted for its investment in Altman Living Guaranty using the equity method of accounting. As a result of the acquisition of Altman Living, Altman reevaluated its investment in Altman Living Guaranty and determined that, as of and subsequent to the Acquisition Date, (i) Altman Living Guaranty is still a VIE and (ii) Altman and Mr. Altman constitute a related party group under the accounting guidance for VIEs that collectively is the primary beneficiary of Altman Living Guaranty. Further, based on the Company's analysis of the facts and circumstances, the Company determined that Altman is the primary beneficiary of Altman Living Guaranty as of and subsequent to the Acquisition Date as it is the member of the related party group whose activities are most closely associated with Altman Living Guaranty. Accordingly, as of and subsequent to the Acquisition Date, the Company consolidates Altman Living Guaranty in its consolidated financial statements. See Note 14 for additional information regarding Altman Living Guaranty’s guarantees.

Altman Management

Altman Management ("AMC"), historically provided property management services pursuant to property management agreements to the owners of multifamily apartment communities, including real estate joint ventures sponsored by Altman Living, affiliates of Altman Living (including joint ventures in which Mr. Altman is an investor), and unrelated third parties. In March 2023, Altman Living amended and restated the operating agreement of AMC to admit RAM Partners, LLC ("RAM") as a joint venture partner. Altman Living currently continues to serve as the managing member of AMC, but major decisions require the approval of both parties. However, once the parties resolve certain ongoing matters related to the formation of the joint venture, RAM will serve as the managing member of AMC, although any major decisions will continue to require the approval of both parties. Under the terms of the operating agreement, the parties will each be entitled to receive distributions of available cash of the joint venture based on a proscribed formula within the operating agreement, with the parties generally each receiving 50% of distributable cash after (i) RAM has received an amount equal to its initial contribution to AMC and (ii) each of the parties has thereafter received a return of any additional capital contributions subsequent to the formation of the joint venture. Further, pursuant to the terms of the agreement, each party has the right to terminate the joint venture arrangement at any time which would result in RAM transferring its ownership interests in AMC back to Altman Living and result in Altman Living once again being the sole owner of AMC. The Company evaluated the operating agreement of AMC and determined that AMC is a VIE due to its lack of sufficient equity to fund its operations. Further, the Company has also determined that Altman Living is the primary beneficiary of AMC, as Altman Living is currently the managing member and, once RAM succeeds to the position of managing member of the joint venture, Altman Living has substantive kick-out rights related to RAM as the managing member due to its ability to remove RAM as a member from AMC without cause and without any significant barrier to exercising that right. As such, the Company continues to include AMC in its consolidated financial statements as a consolidated VIE and recognizes a noncontrolling interest related to RAM’s equity interest in AMC.

Altis Grand Bay

In January 2024, Altman, through various consolidated subsidiaries, formed 11240 Biscayne Manager, LLC (the “Altis Grand Bay Manager joint venture”), a joint venture formed with third party investors in which a consolidated subsidiary of Altman serves as the managing member. Upon the formation of the Altis Grand Bay Manager joint venture, an affiliate of Altman assigned a purchase and sale agreement for the acquisition of land in Miami, Florida to the joint venture. The Altis Grand Bay Manager joint venture will initially be responsible for incurring predevelopment costs related to the potential acquisition of the land relating to the development of a 336 unit multifamily apartment community in Miami, Florida and for obtaining equity and debt financing for the potential development of the community. After obtaining entitlements and sourcing development financing, the joint venture currently expects to form a joint venture with other third party investors to acquire and develop the land in which the Altis Grand Bay Manager joint venture will serve as the managing member. Altman owns 50% of the membership interests in the Altis Grand Bay Manager joint venture, and the remaining interests are owned by third party investors. The Company evaluated its investment in the Altis Grand Bay Manager joint venture and determined that the joint venture is a VIE and that Altman is the primary beneficiary. The Company’s conclusion that Altman is the primary beneficiary of the Altis Grand Bay Manager joint venture is based on its determination that Altman has the power to direct the activities of the joint venture that most significantly impact its economic performance. As a result, the Company consolidates the Altis Grand Bay Manager joint venture.

The Park at Lakeland and The Park at Davie

In January 2024, Altman Logistics formed The Park at Lakeland joint venture, a joint venture with affiliates of FRP Holdings, Inc. ("FRP"), and assigned a contract to acquire approximately 22.5 acres of land in Lakeland, Florida to the joint venture for the purpose of developing a logistics facility. In connection with the formation of the joint venture, Altman Logistics initially invested $0.2 million in the administrative managing member of the joint venture, and the administrative managing member invested those proceeds in the joint venture in exchange for a 50% membership interest in the venture. In March 2024, the joint venture acquired the land expected to be developed into The Park at Lakeland, and Altman Logistics has continued to contribute capital to the administrative managing member for predevelopment expenditures and land acquisition costs based on its current 50% membership interest in The Park at Lakeland joint venture. Pursuant to the terms of the operating agreement for the joint venture, upon the origination of debt financing for the development and the commencement of vertical construction of the logistics facility, Altman Logistics and FRP will recapitalize the joint venture, with Altman Logistics subsequently owning a 10% membership interest in the venture and FRP owning the remaining 90% membership interest in the joint venture. However, pursuant to the terms of the operating agreement for The Park at Lakeland joint venture, Altman Logistics, as the administrative managing member, will then be entitled to receive 10% of the joint venture distributions until the administrative managing member and FRP receives their aggregate capital contributions. Thereafter, the administrative managing member will be entitled to receive an increasing percentage of the joint venture distributions based upon FRP receiving a specified return on its contributed capital.

In March 2024, Altman Logistics formed The Park at Davie joint venture, a joint venture with affiliates of FRP, for the purpose of acquiring approximately 11.3 acres of land in Davie, Florida and developing a logistics facility. In connection with the formation of the joint venture, Altman Logistics initially invested $0.5 million in the administrative managing member of the joint venture, and the administrative managing member invested those proceeds in the joint venture in exchange for a 50% membership interest in the venture. In July 2024, the joint venture acquired the land expected to be developed into The Park at Davie and, in connection with the acquisition, Altman Logistics contributed $11.9 million of capital to the administrative managing member for investment in the joint venture for land acquisition costs and predevelopment expenditures based on its 50% membership interest in The Park at Davie joint venture. Pursuant to the terms of the operating agreement for the joint venture, upon the origination of debt financing for the development and the commencement of vertical construction of the logistics facility, Altman Logistics and FRP will recapitalize the joint venture resulting in Altman Logistics subsequently owning a 20% membership interest in the venture and FRP owning the remaining 80% membership interest in the joint venture. Pursuant to the terms of the operating agreement, Altman Logistics, as the administrative managing member, will be entitled to receive 20% of the joint venture distributions until the administrative managing member and FRP receives their aggregate capital contributions. Thereafter, the administrative managing member is entitled to receive an increasing percentage of the joint venture distributions based upon FRP receiving a specified return on its contributed capital.

The Company evaluated its investments in the managing members of The Park at Lakeland and The Park at Davie joint ventures and determined that the managing members are VIEs and that Altman Logistics is the primary beneficiary. The Company then evaluated the managing members' investments in each of The Park at Lakeland and The Park at Davie joint ventures and determined that the joint ventures are VIEs and that the managing members are not the primary beneficiaries. The Company’s conclusion that the managing members are not the primary beneficiary of The Park at Lakeland and The Park at Davie joint ventures is based on the determination that the managing member of each joint venture does not have the power to direct the activities of the respective joint venture that most significantly affect its economic performance. In particular, while the managing member is the day-to-day operating manager of each joint venture, the other member has substantive participating rights with respect to all activities that most significantly impact the joint venture’s economic performance. As a result, the Company consolidates the managing members, and the managing members account for their investment in the underlying The Park at Lakeland and The Park at Davie joint ventures under the equity method of accounting.

Apex Logistics at Parsippany

In October 2024, Altman Logistics formed Apex Logistics at Parsippany joint venture, a joint venture with Fox DHS Ventures, LLC ("DHS"), and the joint venture purchased 10.5 acres of land in Parsippany, New Jersey for the purpose of developing a logistics facility. In connection with the formation of the joint venture, Altman Logistics initially invested $1.9 million in the administrative managing member of the joint venture, and the administrative managing member invested those proceeds and $0.2 million of contributions from certain affiliated investors in exchange for an 11% interest in Apex Logistics at Parsippany joint venture. The joint venture intends to obtain debt financing and commence construction of the logistics facility during the fourth quarter of 2024. Pursuant to the terms of the operating agreement for the joint venture, the administrative managing member will be entitled to receive 11% of the joint venture distributions until the administrative managing member and DHS receives their aggregate capital contributions. Thereafter, the administrative managing member will be entitled to receive an increasing percentage of the joint venture distributions based upon DHS receiving a specified return on its contributed capital.

Summary of Financial Information Related to Consolidated VIEs

The assets and liabilities of the Company's consolidated VIEs as of September 30, 2024 that are included in the Company’s consolidated statement of financial position are as follows (in thousands):

		*Real Estate*		*Altman Living*
	Joint Ventures ⁽¹⁾		*Guaranty*		*AMC*		*Total*
Cash	$	2,597		—		88		2,685
Restricted cash		—		10,130		—		10,130
Trade accounts receivable, net		—		—		436		436
Real estate		99,128		—		—		99,128
Investment in and advances to unconsolidated real estate joint ventures		60,008		—		—		60,008
Other assets		357		—		296		653
Total assets	$	162,090		10,130		820		173,040
Accounts payable		91		—		39		130
Accrued expenses		449		—		185		634
Other liabilities		—		—		65		65
Notes payable and other borrowings		59,953		—		—		59,953
Total liabilities	$	60,493		—		289		60,782
Noncontrolling interest	$	57,039		5,065		96		62,200

The assets and liabilities of the Company's consolidated VIEs as of December 31, 2023 that are included in the Company’s consolidated statement of financial position are as follows (in thousands):

		*Real Estate*		*Altman Living*
	Joint Ventures ⁽¹⁾		*Guaranty*		*AMC*		*Total*
Cash	$	4,045		—		476		4,521
Restricted cash		—		10,089		—		10,089
Trade accounts receivable, net		—		—		385		385
Real estate		64,055		—		—		64,055
Investment in and advances to unconsolidated real estate joint ventures		39,821		—		—		39,821
Other assets		698		—		292		990
Total assets	$	108,619		10,089		1,153		119,861
Accounts payable		—		—		16		16
Accrued expenses		140		9		200		349
Other liabilities		—		—		1,833		1,833
Notes payable and other borrowings		27,321		—		—		27,321
Total liabilities	$	27,461		9		2,049		29,519
Noncontrolling interest	$	54,707		5,045		137		59,889

⁽¹⁾

Represents the aggregate assets, liabilities, and noncontrolling interests of the consolidated real estate joint ventures sponsored by Altman Living or Altman Logistics, as described above. These real estate joint ventures have similar economic characteristics, financing arrangements, and organizational structures.

The assets held by the consolidated VIEs in the above tables are owned by the respective VIEs and can only be used to settle obligations of such VIEs, and the liabilities in the above table are generally non-recourse to BBX Capital and its other subsidiaries. Further, guarantees issued by Altman Living Guaranty or Altman Logistics Guaranty are limited to the assets of these respective companies and are generally non-recourse to BBX Capital and its other subsidiaries.

Unconsolidated VIEs

As of September 30, 2024, the Company had equity interests in and advances to unconsolidated real estate joint ventures involved in the development of multifamily rental apartment communities, warehouse and logistics facilities, and single-family master planned for sale housing communities.

As a result of the consolidation of the managing members of various real estate joint ventures sponsored by Altman Living and by Altman Logistics, the Company’s unconsolidated real estate joint ventures as of September 30, 2024 and December 31, 2023 include the managing members’ investments in the underlying real estate joint ventures where the Company has concluded that the managing members do not consolidate the applicable underlying joint ventures.

Investments in unconsolidated real estate joint ventures are accounted for as unconsolidated VIEs under the equity method of accounting.

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

	*September 30,*					*December 31,*
	*2024*		Ownership ⁽¹⁾			*2023*		Ownership ⁽¹⁾
Altis Grand Central	$	589		1.49	%		636		1.49	%
Altis Lake Willis Phase 1		7,432		1.68			7,126		1.68
Altis Lake Willis Phase 2		3,466		5.10			3,398		5.10
Altis Grand at Suncoast		11,309		12.31			12,195		12.31
Altis Blue Lake		4,945		1.68			4,736		1.68
Altis Santa Barbara		8,550		5.10			6,425		5.10
Altis Twin Lakes		6,545		11.39			3,961		11.39
The Park at Delray		2,924		10.00			2,800		10.00
The Park at Lakeland		1,971		50.00			—		—
The Park at Davie		12,866		50.00			—		—
Marbella		1,037		70.00			1,043		70.00
The Main Las Olas		—		3.41			479		3.41
Sky Cove		118		26.25			118		26.25
Sky Cove South		172		26.25			1,001		26.25
Other		134					158
Total	$	62,058					44,076

⁽¹⁾

The Company’s ownership percentage in each real estate joint venture represents Altman's percentage of the contributed capital in each venture, excluding amounts attributable to noncontrolling interests. The operating agreements for many of these ventures provide for a disproportionate allocation of distributions until certain investors receive specified returns on their investments, and as a result, these percentages do not necessarily reflect the Company’s economic interest in the expected distributions from such ventures.

See Note 8 to the Company’s consolidated financial statements for the year ended December 31, 2023 included in the 2023 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.

BBX Capital's aggregate maximum loss exposure in unconsolidated VIEs, which includes joint ventures sponsored by Altman Living and by Altman Logistics, is the amount of its equity investment in these entities and the assets of Altman Living Guaranty and Altman Logistics Guaranty as of September 30, 2024, in the aggregate amount of $82.1 million, which reflects the carrying amount of the Company's investments in these joint ventures and the restricted cash held by Altman Living Guaranty and Altman Logistics Guaranty, as further described in Note 14.

Basis Differences

The aggregate difference between the Company’s investments in unconsolidated real estate joint ventures and its underlying equity in the net assets of such ventures was $17.4 million as of September 30, 2024. This includes (i) a $16.8 million adjustment to recognize certain investments in unconsolidated joint ventures sponsored by Altman Living at their estimated fair values upon the Company's consolidation of the managing members of such joint ventures as of the Acquisition Date and (ii) $1.6 million of interest capitalized by the Company relating to such joint ventures, partially offset by (i) a $0.5 million impairment loss previously recognized by the Company related to its investment in one of the joint ventures and (ii) a $0.5 million reduction in the carrying amount of certain investments relating to the elimination of general contractor and development management fees earned by Altman Living or Altman Logistics, as applicable, and recognized as revenues by the Company but are capitalized by the underlying development joint ventures. Based on the facts and circumstances of the agreements between Altman Living or Altman Logistics, as applicable, and the joint ventures, the Company has determined that the transactions with the ventures are consistent with arm's-length transactions, and revenue from construction contracts, real estate development management fee revenue, and the costs of revenue from the construction contracts, as applicable, are eliminated from the Company's statements of operations and comprehensive income based on the Company’s ownership percentage in the underlying joint ventures. During the three months ended September 30, 2024 and 2023, the Company eliminated $2.4 million and $3.4 million, respectively, of revenue from construction contracts and real estate development management fee revenue and $2.3 million and $3.5 million, respectively, of cost of revenue from construction contracts related to such transactions with these unconsolidated real estate joint ventures. During the nine months ended September 30, 2024 and 2023, the Company eliminated $6.8 million and $10.5 million, respectively, of revenue from construction contracts and real estate development management fee revenue and $6.8 million and $10.2 million, respectively, of cost of revenue from construction contracts related to such transactions with these unconsolidated real estate joint ventures.

The Main Las Olas

As of December 31, 2023, Altman had invested $3.8 million as one of a number of investors in The Main Las Olas joint venture, which was formed to invest in the development of The Main Las Olas, a mixed-use project in downtown Fort Lauderdale, Florida comprised of an office tower with approximately 365,000 square feet of leasable area, a residential tower with approximately 341 units, and approximately 45,000 square feet of ground floor retail. During the nine months ended September 30, 2024, The Main Las Olas joint venture sold its ownership interest in the residential tower and a portion of the ground floor retail. As a result, Altman received aggregate cash distributions of $2.1 million from The Main Las Olas joint venture and recognized $1.6 million of equity earnings from the venture during the during the three and nine months ended September 30, 2024.

Summarized Financial Information of Sky Cove South Unconsolidated Real Estate Joint Venture

The tables below set forth financial information, including condensed statements of financial condition and operations, related to the Sky Cove South joint venture (in thousands):

	*September 30,*		*December 31,*
	*2024*		*2023*
Assets
Cash	$	2,439		5,063
Real estate inventory		—		2,840
Other assets		2		16
Total assets	$	2,441		7,919
Liabilities and Equity
Notes payable	$	—		—
Other liabilities		1,380		1,739
Total liabilities		1,380		1,739
Total equity		1,061		6,180
Total liabilities and equity	$	2,441		7,919

	*For the Three Months Ended*
	*September 30,*
	*2024*			*2023*
Total revenues	$	1,880			19,766
Cost of real estate inventory sold		(949	)		(14,745	)
Other expenses		(605	)		(311	)
Net earnings		326			4,710
Equity in net earnings of unconsolidated real estate joint venture - Sky Cove South	$	56			739

7. Other Assets

The Company’s other assets consisted of the following (in thousands):

	*September 30,*		*December 31,*
	*2024*		*2023*
Prepaid assets	$	6,426		9,509
Equity investments - cost method		2,374		2,439
Loans receivable		2,112		2,176
Interest rate cap		357		697
Certificate of deposit (1)		5,143		—
Receivables from related parties		1,982		2,209
Other		3,291		2,561
Total other assets	$	21,685		19,591

(1) The certificate of deposit has an original term of six months bears interest at a rate of 5.75%, and it has a current maturity date of January 5, 2025.

Equity Investments – Cost Method

The Company has equity investments in limited partnerships that are accounted for under the cost method of accounting. The fair values of these equity investments are not reasonably determinable, and there are not observable price changes in orderly transactions for identical or similar equity investments. As a result, the Company recognizes and measures these investments at cost, less impairments, if any. The Company evaluates its cost method investments to determine whether identified events or changes in circumstances indicate that the fair value of an investment is less than its carrying amount and that the investment is impaired.

Loans Receivable

The Company has investments in portfolios of residential loans collateralized by mortgages serviced by financial institutions. The following table presents the carrying value of the Company’s loans receivable by loan type (in thousands):

	*September 30,*		*December 31,*
	*2024*		*2023*
First mortgage residential loans	$	1,942		2,005
Second mortgage residential loans		170		171
Total residential loans	$	2,112		2,176

As of September 30, 2024 and December 31, 2023, $1.5 million of the loans receivable were greater than 90 days past due, and as of September 30, 2024, $1.3 million of the loans receivable were in the process of foreclosure. The Company recognizes interest income on loans receivable on a cash basis as the residential loans are collateral dependent.

Pursuant to the servicing agreements for these loans, the financial institutions are required to advance principal and interest on delinquent loans to the Company up to the collateral value of the delinquent loans as determined by the financial institutions. Included in other liabilities as of each of September 30, 2024 and December 2023 was $2.2 million of principal and interest advances from financial institutions relating to delinquent loans.

Interest Rate Cap

The Altis Grand Kendall joint venture entered into an interest rate cap contract as an economic hedge for which hedge accounting was not elected, and the changes in the fair value of the interest rate cap are recognized in other income in the Company’s statements of operations and comprehensive loss.

8. Notes Payable and Other Borrowings

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

	*September 30, 2024*									*December 31, 2023*
							*Carrying*									*Carrying*
							*Amount of*									*Amount of*
	*Debt*			*Interest*			*Pledged*			*Debt*			*Interest*			*Pledged*
	*Balance*			*Rate*			*Assets*			*Balance*			*Rate*			*Assets*
Community Development District Obligations	$	—			—			—		$	143			2.40 - 3.75	%		(1	)
TD Bank Credit Facility		15,738			7.99	%		39,639			24,950			12.83	%		(2	)
Regions Bank Revolving Line of Credit		4,996			6.50	%		(3	)		4,716			7.00	%		(3	)
First Horizon Bank Revolving Line of Credit ⁽⁵⁾		4,550			8.50	%		(4	)		2,750			9.00	%		(4	)
Comerica Letters of Credit ⁽⁶⁾⁽⁷⁾		800			N/A			—			800			N/A			—
TD Bank Construction Loan ⁽⁶⁾		59,953			7.59	%		97,101			27,321			7.59	%		64,055
Other		241			7.59	%		—			241			7.59	%		—
Unamortized debt issuance costs		(51	)								(116	)
Total notes payable and other borrowings	$	86,227								$	60,805

(1)

As of December 31, 2023, pledged assets consisted of 6 lots in Phase 3 of the Beacon Lake Community Development.

(2)

As of December 31, 2023, the collateral was a blanket lien on Renin’s assets and the Company’s ownership interest in Renin.

(3)

The collateral consists of $7.7 million and $5.9 million of cash and cash equivalents held by Altman that is included in restricted cash in the Company's statement of financial condition as of September 30, 2024 and December 31, 2023, respectively.

	(4)	The collateral is a blanket lien on BBX Sweet Holdings' assets.
	(5)	BBX Capital is the guarantor of the line of credit.
	(6)	Altman Living Guaranty is the guarantor of the facility.
	(7)	The Company pays an annual two percent fee in advance based on the amount of each letter of credit.

See Note 13 to the Company’s consolidated financial statements included in the 2023 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 nine months ended September 30, 2024 other than the amendments and modifications described below.

TD Bank Credit Facility

On March 13, 2024, Renin's TD Bank Credit Facility was amended and restated in its entirety to provide Renin with (i) an asset-backed revolving line of credit with maximum availability of up to $30.0 million, subject to available collateral in the form of eligible accounts receivable, inventory, and equipment, and (ii) a term loan with an initial principal balance of $3.4 million. The proceeds from the amended and restated facility, along with certain capital contributions from BBX Capital, as described below, were utilized to repay the existing facility. Under the terms of the amended and restated credit facility, the outstanding balance of the asset-backed revolving line of credit matures on March 13, 2026, while the outstanding balance of the term loan must be repaid in equal quarterly installments of $0.8 million on May 31, 2024, August 30, 2024, November 30, 2024, and February 28, 2025. The amended and restated credit facility is subject to customary covenants for asset-backed revolving lines of credit, including the following financial covenants: (i) a fixed charge coverage ratio commencing in January 2025, (ii) restrictions on capital expenditures, (iii) a requirement for Renin to maintain $3.0 million in excess availability between the outstanding balance under the revolving line of credit and the calculated availability under the facility based on the advance rates applicable to eligible collateral under the facility, and (iv) ongoing reporting and appraisals related to eligible collateral. In addition, Renin must meet certain minimum levels of specified operating results through December 2024. Under the terms of the amended and restated facility, interest rates on amounts outstanding under the revolving line of credit are (i) the Canadian Prime Rate plus a spread of 1.00% to 1.50% per annum, (ii) the United States Base Rate plus a spread of 0.50% to 1.00% per annum, (iii) the Canadian Overnight Repo Rate plus a spread of 2.00% to 2.50%, or (iv) the Term SOFR plus a spread of 2.00% to 2.50% per annum, with the spread applicable for each rate being dependent on the amount of excess availability under the revolving line of credit, while the interest rates on amounts outstanding under the term loan are .50% higher than the rates applicable to the revolving line of credit. Under the terms of the facility, the Term SOFR for loans with one to six-months terms are also subject to an additional credit spread adjustment of 10 to 25 basis points per annum.

In connection with the closing of the amended and restated credit facility, BBX Capital contributed $3.3 million of capital to Renin, and Renin used the funds to pay down a portion of the term loan under the prior facility and for working capital purposes. In addition, Altman agreed to maintain a restricted deposit account with TD Bank in the amount of the outstanding balance of the term loan portion of the amended and restated facility. During the period between closing and December 31, 2024, if Renin is not in compliance with the financial covenant requiring Renin to meet certain minimum levels of specific operating results, BBX Capital may make a one-time capital contribution to Renin to cure the noncompliance based on a prescribed formula in the amended and restated credit facility. In September 2024, based on Renin's operating results for the month of August 2024, BBX Capital made a $0.5 million capital contribution to Renin to cure potential noncompliance with the operating results financial covenant under the facility. In addition, if the excess availability under the revolving line of credit decreases below $3.0 million, Renin would be required to obtain a capital contribution from BBX Capital in the amount of the deficit. However, while BBX Capital's failure to provide such capital contributions may result in events of default under the amended and restated credit facility, BBX Capital is not under any obligation to TD Bank or Renin to make such contributions to Renin. Further, under the terms of the amended and restated facility, BBX Capital no longer has pledged its ownership interests in Renin to TD Bank. Going forward, BBX Capital's management will continue to evaluate the operating results, financial condition, commitments and prospects of Renin and may determine that it will not provide additional funding or capital to Renin.

As of September 30, 2024, Renin had excess availability of approximately $6.7 million under the revolving line of credit based on its eligible collateral and availability under the credit facility of $3.7 million due to the minimum excess availability requirement of $3.0 million, and Renin was in compliance with all financial covenants under the credit facility. However, adverse events, including, but not limited to supply chain disruptions, loss of sales from one or more major customers, or a recession could impact its ability to remain in compliance with its financial covenants and the extent of availability under the TD Bank Credit Facility 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 under the facility prior to the scheduled maturity dates, 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.

Comerica Letter of Credit Facility - Altman Living LOC Facility

Altman Living has a credit facility with Comerica Bank (the “Altman Living LOC Facility") pursuant to which Comerica has committed to provide letters of credit on behalf of Altman Living up to an aggregate amount of $4.0 million to fund required deposits under contracts to acquire land for future development joint ventures. The Altman Living LOC Facility requires Altman Living to pay Comerica Bank an annual fee, in advance, equal to 2% per annum of the amount of each letter of credit outstanding under the facility. The facility was scheduled to expire in April 2024; however, in March 2024, the Altman Living LOC Facility was amended to extend the expiration date to April 2026. The letters of credit under the facility expire no later than one year after issuance. Further, letters of credit may be issued or re-issued prior to the expiration date in April 2026 for periods up to one year; however, any letters of credit under the facility cannot expire later than one year after the expiration under the facility in April 2026. The Altman Living LOC Facility is guaranteed by Altman Living Guaranty and contains various financial and reporting covenants, including a minimum liquidity requirement for Altman Living Guaranty as guarantor under the facility. As of September 30, 2024, Altman Living had one letter of credit outstanding with an aggregate balance of $0.8 million.

Regions Bank Revolving Line of Credit - IT'SUGAR Credit Facility

In January 2023, IT'SUGAR entered into a credit agreement (the “IT'SUGAR Credit Facility”) with Regions Bank which provided for a revolving line of credit of up to $5.0 million that matured in June 2024.

In July 2024, the IT'SUGAR Credit Facility was amended, effective June 20, 2024, to increase the revolving line of credit from $5.0 million to $7.0 million and to extend the maturity date to June 20, 2025. Amounts outstanding under the IT'SUGAR Credit Facility bear interest at the higher of a rate equal to the Regions Bank Prime Rate minus 1.50% per annum or 0% per annum, and the facility requires monthly payments of interest only, with any outstanding principal and accrued interest due at the maturity date. The amended facility also provides for the issuance of letters of credit up to the lesser of (a) $2.0 million and (b) the amount of the total revolving commitment then in effect. While a letter of credit cannot have an expiration date later than one year from the date of issuance of such letter of credit, a letter of credit may have an expiration date after the maturity date in June 2025 subject to certain conditions. Letter of credit fees are computed and payable on a quarterly basis in arrears and are equal to two percent of the daily maximum amount available to be drawn under such letter of credit. Under the terms of the amended facility, Altman has pledged that it will maintain a minimum balance of $7.0 million of cash and cash equivalents in an investment account with Regions Bank to secure the repayment of the IT'SUGAR Credit Facility.

The Company was in compliance with the financial covenants under all of its credit facilities as of September 30, 2024.

9. 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 September 30, 2024, the percentage of total common equity represented by the Class A and Class B Common Stock was 73% and 27%, 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.

BBX Capital 2021 Incentive Plan (“2021 Plan”)

As of September 30, 2024, BBX Capital had 876,608 and 68,343 of outstanding unvested restricted shares of Class A Common Stock and Class B Common Stock, respectively, compared to 465,789 and 68,343 of outstanding unvested restricted shares of Class A Common Stock and Class B Common Stock, respectively, at December 31, 2023. As of September 30, 2024, the unrecognized compensation expense associated with the outstanding unvested restricted shares was $3.8 million, and the weighted average remaining service period for the outstanding unvested restricted shares is 20 months. As of September 30, 2024, there were 1,054,746 and 94,971 shares of Class A Common Stock and Class B Common Stock available to be issued as awards under the 2021 Plan, which includes an additional 750,000 shares of Class A Common Stock approved for issuance under the 2021 Plan at BBX Capital's annual meeting of shareholders on May 21, 2024.

On January 16, 2024, the Compensation Committee of BBX Capital’s board of directors granted awards of 414,986 restricted shares of Class A Common Stock to the Company’s executive and non-executive officers under the 2021 Plan. The aggregate grant date fair value of the January 2024 awards was $3.8 million (a weighted average fair value per share of $9.11), and the shares are scheduled to vest ratably in three annual installments of approximately 138,328 shares beginning on October 1, 2024.

Compensation cost for restricted stock awards is based on the fair value of the award on the measurement date, which is generally the grant date. The fair value of restricted stock awards is based on the market price of the Company’s common stock on the grant date. For awards that are subject only to service conditions, the Company recognizes compensation costs on a straight-line basis over the requisite service period of the awards, and the impact of forfeitures are recognized when they occur.

On October 1, 2024, 464,808 shares of Class A Common Stock and 68,343 shares of Class B Common Stock vested at a fair value of $3.7 million and $0.5 million, respectively, based on the fair value of BBX Capital's Class A Common Stock and Class B Common Stock as of September 30, 2024. In October 2024, award recipients surrendered a total of 97,931 shares of Class A Common Stock to BBX Capital to satisfy a tax withholding obligation of $0.8 million associated with the vesting. The Company retired the surrendered shares.

Share Repurchase Program

In January 2022, the Board of Directors approved a share repurchase program which authorizes the repurchase of up to $15.0 million of shares of BBX Capital's Class A Common Stock and Class B Common Stock. The repurchase program authorizes the Company, in management’s discretion, to repurchase shares from time to time subject to market conditions and other factors.

The timing, price, and number of shares which may be repurchased under the program in the future will be based on market conditions, applicable securities laws, and other factors considered by management. Share repurchases under the program may be made from time to time through solicited or unsolicited transactions in the open market or in privately negotiated transactions. The share repurchase program does not obligate the Company to repurchase any specific amount of shares and may be suspended, modified, or terminated at any time without prior notice.

During the nine months ended September 30, 2024, BBX Capital repurchased and retired 500,000 shares of its Class A Common Stock for approximately $4.4 million at a cost of $8.75 per share under the share repurchase program in a privately negotiated transaction. BBX Capital did not repurchase any shares under the share repurchase program during the three and nine months ended September 30, 2023. As of September 30, 2024, BBX Capital had authority under the share repurchase program to purchase an additional $9.6 million of shares of its Class A and Class B Common Stock.

10. Revenue Recognition

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

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Revenue recognized at a point in time
Trade sales - wholesale	$	24,725		27,952		78,332		87,091
Trade sales - retail		32,811		33,510		93,616		99,288
Sales of real estate inventory		190		2,712		2,143		8,929
Total revenue recognized at a point in time		57,726		64,174		174,091		195,308
Revenue recognized over time
Construction contract revenue		15,198		29,067		46,602		90,678
Real estate development management fees		831		4,040		2,654		6,578
Real estate property management fees	1,156		962		3,333		2,671
Lease income, net		87		—		189		—
Total revenue recognized over time		17,272		34,069		52,778		99,927
Revenue from customers		74,998		98,243		226,869		295,235
Interest income		1,827		2,545		5,790		6,736
Net gain on sales of real estate assets		1,497		2,271		1,497		2,210
Other revenue		126		280		481		939
Total revenues	$	78,448		103,339		234,637		305,120

Lease income, net represents income from operating leases from customers of the Altis Kendall joint venture which is consolidated in the Company's financial statements. Substantially all of the operating leases have terms of twelve months and lease income is net of discounts and concessions.

The table below sets forth information about the Company's contract assets and contract liabilities associated with contracts with customers:

	*As of*
	*September 30,*		*December 31,*
Contract Assets	*2024*		*2023*
Contingent purchase price receivable due from homebuilders	$	2,040		10,044
Cost and estimated earnings in excess of billings on uncompleted contracts		1,412		1,031
Retainage receivable		3,546		14,651
Uninstalled materials and deposits to purchase materials		3,332		5,073
Total contract assets	$	10,330		30,799
Contract Liabilities
Billings in excess of costs and estimated earnings on uncompleted contracts	$	5,355		10,733
Retainage payable		13,248		16,859
Contingent purchase price due to homebuilder		—		625
Other		417		424
Total contract liabilities	$	19,020		28,641

Contract Assets

Contingent purchase price receivables represent estimated variable consideration related to the contingent purchase price due from homebuilders in connection with the sale of real estate inventory to homebuilders at Altman’s Beacon Lake Community Development. A contingent purchase price receivable and revenue from the sale of real estate inventory is recognized at the closing of the lot sale with the homebuilder. The contingent purchase price receivable is reversed when Altman receives payment from the homebuilder upon the closing of the sale of the home by the homebuilder. The timing of the receipt of the payment from the homebuilders has historically been approximately six months to two years subsequent to the closing of the sale of the lot to the homebuilder.

Cost and estimated earnings in excess of billings on uncompleted construction or development contracts represent revenues recognized in excess of amounts billed to customers. The amount represents work performed by Altman and not yet billed to the customer in accordance with the terms of the contract with the customer. The amount reverses when the customer is billed, which is generally on a monthly basis.

Retainage receivable is an amount, generally ten percent of the customer billings, withheld by the customer and paid to the Company when certain milestones are reached or when the contract is completed. Altman estimates that $0.7 million and $2.8 million of the retainage receivable as of September 30, 2024 will be received during the years ended December 31, 2024 and 2025, respectively.

Uninstalled materials and deposits to purchase materials represent funds received from the customer to purchase materials for the project or to provide deposits for items that range from lumber and other construction materials to appliances and fixtures.

Contract Liabilities

Billings in excess of costs and estimated earnings on uncompleted contracts represent the Company's obligation to perform on uncompleted contracts with customers for which the Company has received payment or for which the contract receivable is outstanding. The amounts are reversed when the work is performed by Altman. The billings in excess of costs and estimated earnings as of June 30, 2024 of $6.3 million was recognized in revenue during the three months ended September 30, 2024, and the billings in excess of costs and estimated earnings as of December 31, 2023 of $10.7 million was recognized in revenue during the nine months ended September 30, 2024.

Retainage payable represents amounts withheld by the Company that are payable to subcontractors when certain milestones are reached or when the contract is completed.

The contingent purchase price due to a homebuilder was variable consideration recognition in connection with the sale of real estate inventory at the Beacon Lake Community Development to the homebuilder. The amount was reversed when Altman paid the homebuilder.

Concentration of Revenues with Major Customers

During the three and nine months ended September 30, 2024, Renin’s total revenues included $14.6 million and $46.8 million, respectively, of trade sales to three major customers and their affiliates and $9.3 million and $29.3 million, respectively, of revenues generated outside the United States. Revenues from each of the three major customers were $3.5 million, $4.1 million, and $7.0 million for the three months ended September 30, 2024, which represented 4.5%, 5.3%, and 8.9% of the Company’s total revenues for the three months ended September 30, 2024. Revenues from each of the three major customers were $11.4 million, $14.0 million, and $21.4 million for the nine months ended September 30, 2024, which represented 4.8%, 6.0%, and 9.1% of the Company’s total revenues for the nine months ended September 30, 2024.

During the three and nine months ended September 30, 2023, Renin’s total revenues included $18.0 million and $59.1 million, respectively, of trade sales to three major customers and their affiliates and $11.3 million and $32.0 million, respectively, of revenues generated outside the United States. Revenues from each of the three major customers were $4.2 million, $5.4 million, and $8.4 million for the three months ended September 30, 2023, which represented 4.1%, 5.2%, and 8.1% of the Company’s total revenues for the three months ended September 30, 2023. Revenues from each of the three major customers were $13.2 million, $21.4 million, and $24.5 million for the nine months ended September 30, 2023, which represented 4.3%, 7.0%, and 8.0% of the Company’s total revenues for the nine months ended September 30, 2023.

During the three and nine months ended September 30, 2024, the Company generated $9.9 million and $30.9 million of revenues in Canada.

During the three and nine months ended September 30, 2024, seven real estate development projects in which the Company holds investments accounted for as unconsolidated VIEs accounted for approximately 20.4% and 21.0% of the Company's total revenues. During the three and nine months ended September 30, 2023, six of such investments accounted for approximately 32.0% and 31.9%, respectively, of the Company’s total revenues.

11. Income Taxes

BBX Capital and its subsidiaries file a consolidated U.S. federal income tax return and income tax returns in various state and foreign jurisdictions.

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 and foreign jurisdictions in which the Company operates. The Company’s effective tax rate was applied to income or loss before income taxes reduced by net income or losses attributable to noncontrolling interests in consolidated entities taxed as partnerships and net losses in foreign jurisdictions in which no tax benefit can be recognized. In addition, the Company recognizes taxes related to unusual or infrequent items, such as the gains recognized on the consolidation of the Altman Companies and real estate joint ventures during 2023, as discrete items in the interim period in which the event occurs.

The Company’s effective income tax rate for the three and nine months ended September 30, 2024 was 16% and 18% and was different than the expected federal income tax rate of 21% due to forecasted operating losses offset by the impact of nondeductible executive compensation, valuation allowances related to losses incurred in a foreign jurisdiction, and state income taxes.

The Company’s effective income tax rate, inclusive of the effect of certain discrete items, for the three and nine months ended September 30, 2023 was approximately 8% and 3%, respectively. The effective tax rate was different than the expected federal income tax rate of 21% due to forecasted operating losses offset by the impact of nondeductible executive compensation, remeasured gains recognized in connection with the consolidation of the Altman Companies and certain real estate joint ventures that will not be recognized as taxable income, valuation allowances related to losses incurred in a foreign jurisdiction, and state income taxes.

BVH's federal tax filings, as well as certain of its state filings, covering tax periods prior to and including the spin-off of the Company from BVH are under examination, and such examinations include an audit of the Company and its subsidiaries. The Company has received requests for information in connection with at least one of these audits and has provided the requested information. While there is no assurance as to the results of these audits, no material adjustments are currently anticipated in connection with these examinations.

12. Earnings Per Share

Basic earnings per share is computed by dividing net income available to BBX Capital’s shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed in the same manner as basic earnings per share but also reflects potential dilution that could occur if restricted stock awards issued by BBX Capital were vested. Restricted stock awards, if dilutive, are considered in the weighted average number of dilutive common shares outstanding based on the treasury stock method.

The table below sets forth the computation of basic and diluted earnings per common share (in thousands, except per share data):

	*For the Three Months Ended*						*For the Nine Months Ended*
	*September 30,*						*September 30,*
	*2024*			*2023*			*2024*			*2023*
Basic loss per share
Numerator:
Net loss	$	(10,690	)		(6,535	)		(33,151	)		(6,407	)
Net loss (income) attributable to noncontrolling interests		780			(1,290	)		226			(1,516	)
Net loss available to shareholders	$	(9,910	)		(7,825	)		(32,925	)		(7,923	)
Denominator:
Basic weighted average number of common shares outstanding		13,396			14,354			13,618			14,354
Basic loss per share	$	(0.74	)		(0.55	)		(2.42	)		(0.55	)
Diluted loss per share
Numerator:
Net loss available to shareholders	$	(9,910	)		(7,825	)		(32,925	)		(7,923	)
Allocation of income to options on noncontrolling interests in real estate joint ventures		—			(115	)		—			(112	)
Diluted net loss available to shareholders	$	(9,910	)		(7,940	)		(32,925	)		(8,035	)
Denominator:
Basic weighted average number of common shares outstanding		13,396			14,354			13,618			14,354
Effect of dilutive restricted stock awards		—			—			—			—
Diluted weighted average number of common shares outstanding		13,396			14,354			13,618			14,354
Diluted loss per share	$	(0.74	)		(0.55	)		(2.42	)		(0.56	)

During the three and nine months ended September 30, 2024, 944,951 of outstanding unvested restricted stock awards were anti-dilutive and not included in the computation of diluted earnings per share. During the three and nine months ended September 30, 2023, 930,614 of outstanding unvested restricted stock awards were anti-dilutive and not included in the computation of diluted earnings per share.

13. Noncontrolling Interests

Redeemable Noncontrolling Interest

Altman Living Guaranty

As of September 30, 2024 and December 31, 2023, the Company’s consolidated statement of financial condition included a redeemable noncontrolling interest of $5.1 million and $5.0 million, respectively, related to a redeemable noncontrolling interest owned by Mr. Altman in Altman Living Guaranty. Altman and Mr. Altman each own 50% of Altman Living Guaranty, and Mr. Altman’s noncontrolling interest may be redeemed for cash upon contingent events outside of the Company’s control.

IT'SUGAR

During the three and nine months ended September 30, 2023, the Company’s consolidated statements of operation and comprehensive (loss) income included an allocation of losses to redeemable noncontrolling interest associated with IT’SUGAR. Through August 2023, the Company owned over 90% of IT’SUGAR’s Class B Units, while the remaining Class B Units were redeemable noncontrolling interests that were held by an executive officer of IT’SUGAR and were redeemable for cash at the holder’s option upon contingent events outside of the Company’s control. In August 2023, the Company acquired the remaining Class B Units from the executive officer, and IT’SUGAR became a wholly-owned subsidiary of the Company.

Other Noncontrolling Interests

The Company's other noncontrolling interests consisted of the following (in thousands):

	*September 30,*		*December 31,*
	*2024*		*2023*
Consolidated real estate VIEs	$	57,039		54,707
AMC		96		138
Restaurant		97		123
Total other noncontrolling interests	$	57,232		54,968

Income/(Loss) Attributable to Noncontrolling Interests

Income (loss) attributable to noncontrolling interests, including redeemable noncontrolling interests, consisted of the following (in thousands):

	*For the Three Months Ended*						*For the Nine Months Ended*
	*September 30,*						*September 30,*
	*2024*			*2023*			*2024*			*2023*
IT'SUGAR	$	—			108			—			(63	)
Altman Living Guaranty		65			65			194			153
Consolidated real estate VIEs		(992	)		1,164			(827	)		1,372
AMC		170			—			377			—
Restaurant		(23	)		(47	)		30			54
Net (loss) income attributable to noncontrolling interests	$	(780	)		1,290			(226	)		1,516

14. Commitments and Contingencies

Litigation

In the ordinary course of business, the Company is party 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.

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 September 30, 2024.

Other Commitments and Guarantees

BBX Capital has guaranteed certain obligations of its subsidiaries and unconsolidated real estate joint ventures, including the following:

●

BBX Capital is a guarantor on a lease executed by Renin which expires in November 2029 with respect to base rents in the aggregate of $6.0 million, as well as common area costs, under the lease.

	●	BBX Capital is a guarantor on certain notes payable by its wholly-owned subsidiaries. See Note 8 for additional information regarding these obligations. Although BBX Capital is not a guarantor of Renin’s TD Bank Credit Facility, if Renin does not maintain a minimum amount of excess availability as required under the terms of the facility and BBX Capital does not contribute capital to Renin in order for Renin to maintain such minimum amount, TD Bank can declare Renin in default and foreclose on the collateral for the loan.
	●	As described in Note 6, Altman Living Guaranty is a consolidated VIE which provides repayment guarantees and construction completion guarantees related to the third party construction loans payable by real estate joint ventures formed by Altman Living. The repayment guarantees relate to a specified percentage of the principal balance of the construction loans and generally expire once the applicable multifamily apartment community has stabilized, while the construction completion guarantees extend over the term of the construction period, which is generally two years. The maximum amount of future payments that Altman Living Guaranty could be required to make under the repayment guarantees is $79.4 million on aggregate joint venture indebtedness of $322.7 million. Altman Living Guaranty would be required to perform on the guarantees upon a default on a construction loan by a joint venture or to ensure the completion of the construction of a multifamily apartment community. As of September 30, 2024, Altman Living Guaranty had $10.0 million in cash and cash equivalents, and such amounts are classified as restricted cash in the Company's statement of financial condition as of September 30, 2024, as Altman Living Guaranty must maintain such amounts under the terms of the applicable construction loans payable by the real estate joint ventures. As of September 30, 2024 and December 31, 2023, the Company has not recognized liabilities in its statements of financial condition for the repayment guarantees as the Company believes that the estimated fair values of these guarantees are nominal at the current time based on various factors, including the collateral value securing the loans, the status of the applicable development projects, current expectations regarding the probability of payments being made pursuant to such guarantees, and the prior history of payments made on repayments guarantees issued by Altman Living Guaranty or affiliates of Altman Living that previously provided such guarantees. In addition, in the context of the Company’s consolidated financial statements, which include the financial statements of Altman Living, the managing member of development joint ventures originated by Altman Living, and Altman Living Guaranty, the construction completion guarantees reflect guarantees of Altman Living's own performance as the developer of such communities.
	●	Altman Logistics established Altman Logistics Guaranty in 2023 to provide repayment, construction completion, and cost overrun guarantees related to the third party construction loans expected to be obtained by real estate joint ventures sponsored by Altman Logistics, as well as construction completion and cost overrun guarantees to the applicable real estate joint ventures. Altman Logistics has contributed $10.0 million of cash equivalents to Altman Logistics Guaranty, and this amount is included in restricted cash in the Company’s condensed consolidated statement of financial condition as of September 30, 2024. Altman Logistics Guaranty issued guarantees to a third party lender in April 2024 in connection with The Park at Delray joint venture closing on debt financing for the first phase of its development project, including a repayment guarantee, and the maximum amount of future payments that Altman Logistics Guaranty could be required to make under the repayment guarantee is $31.3 million on aggregate joint venture indebtedness of $31.3 million. Altman Logistics Guaranty would be required to perform on the guarantees upon a default on a construction loan by a joint venture or to ensure the completion of the construction of a warehouse and logistics facility. Altman Logistics Guaranty also provides construction completion and cost overrun guarantees to the joint ventures sponsored by Altman Logistics, including The Park at Delray, The Park at Lakeland, and The Park at Davie joint ventures. Under the terms of the guarantees, Altman Logistics Guaranty is required to maintain a net worth of not less than $10.0 million. As of September 30, 2024, the Company had not recognized a liability in its statements of financial condition for the repayment guarantee related to The Park at Delray joint venture’s indebtedness as the Company believes that the estimated fair value of the guaranty is nominal at the current time based on various factors, including the collateral value securing the loan, the status of the applicable development project, current expectations regarding the probability of payments being made pursuant to such guarantee, and the prior history of payments made on repayments guarantees issued by the Company, including Altman Living Guaranty and affiliates of Altman Living that previously provided such guarantees. In the context of the Company’s consolidated financial statements, which include the financial statements of Altman Logistics, the managing member of the joint ventures, and Altman Logistics Guaranty, the construction completion and cost overrun guarantees reflect guarantees of Altman Logistics’ own performance as the developer and managing member of the joint ventures.

15. 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.

The accounting guidance for fair value measurements defines 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:

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 September 30, 2024 and December 31, 2023.

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*
	*As of*		*As of*		*for Identical*		*Observable*		*Unobservable*
	*September 30,*		*September 30,*		*Assets*		*Inputs*		*Inputs*
	*2024*		*2024*		*(Level 1)*		*(Level 2)*		*(Level 3)*
Financial assets:
Cash and cash equivalents	$	93,366		93,366		93,366		—		—
Restricted cash		30,005		30,005		30,005		—		—
Securities available for sale		8,256		8,256		7,421		835		—
Certificate of deposit		5,143		5,145		—		5,145		—
Interest rate caps		357		357		—		357		—
Financial liabilities:
Notes payable and other borrowings		86,227		86,137		—		—		86,137

					*Fair Value Measurements Using*
					*Quoted Prices*
	*Carrying*				*in Active*		*Significant*
	*Amount*		*Fair Value*		*Markets*		*Other*		*Significant*
	*As of*		*As of*		*for Identical*		*Observable*		*Unobservable*
	*December 31,*		*December 31,*		*Assets*		*Inputs*		*Inputs*
	*2023*		*2023*		*(Level 1)*		*(Level 2)*		*(Level 3)*
Financial assets:
Cash and cash equivalents	$	90,277		90,277		90,277		—		—
Restricted cash		21,307		21,307		21,307		—		—
Securities available for sale		44,576		44,576		43,751		825		—
Note receivable from BVH		35,000		35,000		—		—		35,000
Interest rate caps		697		697		—		697		—
Financial liabilities:
Notes payable and other borrowings		60,805		60,771		—		—		60,771

Management has made estimates of fair value that it believes to be reasonable. However, because there is no active market for certain of these financial instruments, the fair values of some of the Company’s financial instruments have been derived using the income approach with Level 3 unobservable inputs. Estimates used in net present value financial models rely on assumptions and judgments regarding issues in which the outcome is unknown, and actual results or values may differ significantly from these estimates. The Company’s fair value estimates do not consider the tax effect that would be associated with the disposition of the assets or liabilities at their estimated fair values. As such, the estimated value upon sale or disposition of the asset may not be received, and the estimated value upon disposition of the liability in advance of its scheduled maturity may not be paid.

The amounts reported in the condensed consolidated statements of financial condition for cash and cash equivalents and restricted cash approximate fair value.

The estimated fair values of the Company’s securities available for sale were measured using the market approach with Level 2 inputs for corporate bonds based on estimated market prices of similar financial instruments and the market approach with Level 1 inputs for treasury securities.

The estimated fair value of the Company’s certificate of deposit was measured using the market approach with Level 2 inputs based on similar financial instruments.

The estimated fair value of the Company’s note receivable from BVH was measured using the income approach with Level 3 inputs by discounting the forecasted cash inflows associated with the note using an estimated market discount rate as impacted by the repayment in full of the note in January 2024.

The fair values of the Company’s Community Development Bonds, which are included in notes payable and other borrowings as of December 31, 2023, were measured using the market approach with Level 3 inputs based on estimated market prices of similar financial instruments.

The fair values of the Company’s notes payable and other borrowings (other than the Company's Community Development Bonds) were measured using the income approach with Level 3 inputs by discounting the forecasted cash flows based on estimated market rates.

The fair value of an interest rate cap derivative is included in other assets in the Company's statement of financial condition as of September 30, 2024 and December 31, 2023. The Altis Grand Kendall real estate joint venture entered into an interest rate cap contract in order to mitigate the impact of rising interest costs on its variable rate construction loan. The interest rate cap derivative was measured using the market approach with Level 2 inputs based on estimated market prices of similar instruments.

The Company’s financial instruments also include trade accounts receivable, accounts payable, and accrued liabilities. The carrying amount of these financial instruments approximate their fair values due to their short-term maturities.

The Company is exposed to credit related losses in the event of non-performance by counterparties to the financial instruments with a maximum exposure equal to the carrying amount of the assets. The Company’s exposure to credit risk consists primarily of accounts receivable balances.

16. Certain Relationships and Related Party Transactions

The Company may be deemed to be controlled by Alan B. Levan, the Company’s Chairman, John E. Abdo, the Company’s Vice Chairman, Jarett S. Levan, the Company’s Chief Executive Officer and President, and Seth M. Wise, the Company’s Executive Vice President. Together, they may be deemed to beneficially own shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing approximately 82% of BBX Capital’s total voting power. Mr. Alan B. Levan previously also served as the Chairman, Chief Executive Officer, and President of BVH, Mr. Abdo previously also served as Vice Chairman of BVH, and Mr. Jarett Levan and Mr. Seth M. Wise also previously served as directors of BVH. On January 17, 2024, BVH was acquired by HGV. Upon the consummation of the acquisition, Mr. Alan Leven, Mr. Abdo, Mr. Jarett Levan, and Mr. Wise resigned as directors and officers of BVH.

John E. Abdo, the Company’s Vice Chairman, is the principal shareholder and Chief Executive Officer of the Abdo Companies, Inc. During the three and nine months ended September 30, 2024,the Company paid the Abdo Companies, Inc. approximately $44,000 and $131,000, respectively, for certain management services and rent. During the three and nine months ended September 30, 2023, the Company paid the Abdo Companies, Inc. approximately $44,000 and $135,000, respectively, for certain management services and rent. During each of the three and nine months ended September 30, 2024, the Company provided Mr. Abdo certain administrative services for which Mr. Abdo reimbursed the Company, at cost, $29,000 and $62,000, respectively.

During each of the three and nine months ended September 30, 2024, the Company provided Mr. Alan B. Levan certain administrative services, and Mr. Alan Levan reimbursed the Company, at cost, $36,000 and $79,000, respectively, for such services.

The Company earns property management and development management fees from property management agreements and development service contracts with certain real estate joint venture entities in which the Company is the managing member as well as certain other affiliated entities, including entities in which Mr. Altman holds investments. Property management and development management fees included in the Company's condensed consolidated statement of operations and comprehensive income from these entities during the three and nine months ended September 30, 2024 were $1.2 million and $3.7 million, respectively, and during the three and nine months ended September 30, 2023 were $1.2 million and $4.5 million, respectively. The Company is also the general contractor for the construction of multifamily apartment communities for certain real estate joint ventures in which the Company is the managing member and recognized $15.2 million and $46.6 million, respectively, of revenue for these services during the three and nine months ended September 30, 2024 and $29.1 million and $90.7 million, respectively, during the three and nine months ended September 30, 2023. Included in the Company's statement of financial condition as of September 30, 2024 and December 31, 2023 was $15.3 million, $8.3 million and $18.6 million, respectively, and $13.5 million, $20.8 million and $28.6 million, respectively, of construction contract receivables, contract assets and contract liabilities related to the performance of the above mentioned services to such affiliated entities.

Certain of the Company's executive officers (i) have made investments with their personal funds as non-managing members in the Altis Grand Kendall joint venture that is consolidated in the Company's financial statements and (ii) may in the future make similar investments as non-managing members in real estate joint ventures sponsored by Altman Living. In such circumstances, the executive officers may only make such investments if such investments are offered to outside investors on similar terms, and their investments in the real estate joint ventures will be entitled to profits similar to those earned by unaffiliated, non-managing members rather than the profits to which Altman will be entitled as the managing member. With respect to the Altis Grand Kendall joint venture that is consolidated in the Company’s financial statements, the investments held by the executive officers are reflected as noncontrolling interests in the Company’s condensed consolidated statement of financial position. However, the accounting for any such investments in future projects will depend on whether the managing member entity of such projects consolidates the underlying real estate joint venture. In addition, pursuant to the terms of their employment agreements, two executive officers of Altman Living have previously invested their personal funds in the managing member of real estate joint ventures sponsored by Altman Living, and their investments in the managing member of these real estate joint ventures are entitled to profits similar to those earned by the managing member.

Altman Living and Altman Logistics have each established a separate employee incentive program that provides loans to employees to invest in the managing members of real estate joint ventures sponsored by Altman Living or Altman Logistics, as applicable. The loans generally accrue interest at the Prime Rate plus a specified spread and are secured by the employees' membership interests in the managing member entities. The membership interests vest upon the achievement of certain project milestones related to the development and sale of the applicable projects, and employees must be employed by Altman Living or Altman Logistics, as applicable, upon the achievement of such milestones. Further, the loans are payable upon the sale of the applicable projects. Membership interests in the managing members of real estate joint ventures held by employees that are funded by loans provided by Altman Living or Altman Logistics that are non-recourse either in whole or in part, are treated as equity options for accounting purposes. The Company recognizes the fair value of the arrangements at the grant date as compensation expense on a straight-line basis over the estimated service period, including the implied service period related to the applicable milestones. The compensation expense for these awards was $0.2 million and $0.6 million, respectively, for the three and nine months ended September 30, 2024, and $0.4 million and $0.7 million, respectively, for the same 2023 periods, and the unrecognized compensation expense related to these awards was $1.1 million as of September 30, 2024.

Upon the consummation of the spin-off of the Company from BVH, all agreements with BVH were terminated and replaced with a Transition Services Agreement, Tax Matters Agreement, and Employee Matters Agreement. Upon the acquisition of BVH by HGV in January 2024, these agreements were terminated. Although the Company temporarily provided certain transition services related to risk management to BVH and HGV following the termination of the Transition Services Agreement, the Company is no longer providing such risk management advisory services to BVH or HGV.

During the three and nine months ended September 30, 2024, the Company recognized $0 and $0.4 million, respectively, of income for providing office space, risk management, and management advisory services to BVH, including income related to temporary transition services provided to BVH and HGV subsequent to the acquisition of BVH by HGV in January 2024. During the three and nine months ended September 30, 2023, the Company recognized $0.5 million and $1.5 million, respectively, of income for providing office space, risk management, and management advisory services to BVH. The amounts paid or reimbursed were based on an allocation of the actual cost of providing the services or space. The amount receivable from BVH related to such services was $0 and $0.3 million as of September 30, 2024 and December 31, 2023, respectively.

In connection with the spin-off of the Company, BVH issued a $75.0 million note payable to BBX Capital that accrued interest at a rate of 6% per annum and required payments of interest on a quarterly basis. All outstanding amounts under the note were to become due and payable on September 30, 2025 or earlier upon certain other events. In December 2021, BVH made a $25.0 million prepayment of the note reducing the outstanding note balance from $75.0 million to $50.0 million. Additionally, in May 2023, the Company and BVH agreed to a discounted prepayment of $15.0 million of the principal balance of the note pursuant to which the Company received proceeds of $14.1 million in return for a principal reduction of $15.0 million. As a result of the repayments, the outstanding balance of the note was further reduced to $35.0 million. In connection with the acquisition of BVH by HGV, the $35.0 million outstanding balance of the note payable owed to the Company was repaid in full. Included in interest income in the Company’s consolidated statement of operations and comprehensive (loss) income for the three and nine months ended September 30, 2023 was $0.5 million and $1.9 million, respectively, relating to accrued interest on the note receivable from BVH, compared to $0 and $0.1 million during the three and nine months ended September 30, 2024, respectively.

17. Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”) in assessing performance and deciding how to allocate resources. Reportable segments consist of one or more operating segments with similar economic characteristics, products and services, production processes, type of customer, distribution system, or regulatory environment.

The information provided for segment reporting is obtained from internal reports utilized by the Company’s CODM, and the presentation and allocation of assets and results of operations may not reflect the actual economic costs of the segments as standalone businesses. If a different basis of allocation were utilized, the relative contributions of the segments might differ, but the relative trends in the segments’ operating results would, in management’s view, likely not be materially impacted.

The Company’s three reportable segments are its principal holdings: Altman, BBX Sweet Holdings, and Renin. See Note 1 for a description of the Company’s principal investments.

The amounts set forth in the column entitled “Other” include the Company’s investments in various operating businesses, including a controlling financial interest in a restaurant acquired in connection with a loan receivable default. The amounts set forth in the column entitled “Reconciling Items and Eliminations” include unallocated corporate general and administrative expenses, interest income on the note receivable from BVH for the nine months ended September 30, 2024 and the three and nine months ended September 30, 2023, and elimination adjustments related to transactions between consolidated subsidiaries that are required to be eliminated in consolidation.

The Company evaluates segment performance based on segment income or loss before income taxes.

The table below sets forth the Company’s segment information as of and for the three months ended September 30, 2024 (in thousands):

Revenues:	*Altman*			*BBX Sweet Holdings*			*Renin*			*Other*			*Reconciling Items and Eliminations*			*Segment Total*
Trade sales	$	—			34,416			21,963			1,157			—			57,536
Sales of real estate inventory		190			—			—			—			—			190
Revenue from construction contracts		15,198			—			—			—			—			15,198
Real estate development and property management fees		1,987			—			—			—			—			1,987
Interest income		1,746			—			—			—			81			1,827
Net gains on sales of real estate assets		1,497			—			—			—			—			1,497
Lease income, net		87			—			—			—			—			87
Other revenue		3			110			—			222			(209	)		126
Total revenues		20,708			34,526			21,963			1,379			(128	)		78,448
Costs and expenses:
Cost of trade sales		—			20,222			18,958			424			(1	)		39,603
Cost of revenue from construction contracts		15,384			—			—			—			—			15,384
Interest expense		133			599			519			1			(566	)		686
Recoveries from loan losses, net		(220	)		—			—			—			—			(220	)
Impairment losses		11			—			—			—			—			11
Selling, general and administrative expenses		7,333			15,494			3,106			1,384			6,930			34,247
Total costs and expenses		22,641			36,315			22,583			1,809			6,363			89,711
Operating losses		(1,933	)		(1,789	)		(620	)		(430	)		(6,491	)		(11,263	)
Equity in net losses of unconsolidated real estate joint ventures		(621	)		—			—			—			—			(621	)
Other (expense) income		(468	)		21			—			5			23			(419	)
Foreign exchange loss		—			(58	)		(351	)		—			—			(409	)
Loss before income taxes	$	(3,022	)		(1,826	)		(971	)		(425	)		(6,468	)		(12,712	)
Total assets	$	362,678			167,081			75,680			4,339			32,318			642,096
Expenditures for property and equipment	$	126			994			(72	)		-			1			1,049
Depreciation and amortization	$	17			1,977			796			36			103			2,929
Debt accretion and amortization	$	—			(14	)		(163	)		—			—			(177	)
Cash and cash equivalents	$	58,230			1,866			—			559			32,711			93,366
Real estate equity method investments	$	62,058			—			—			—			—			62,058
Goodwill	$	31,233			14,274			4,140			—			—			49,647
Notes payable and other borrowings	$	60,753			27,242			15,687			—			(17,455	)		86,227

The table below sets forth the Company’s segment information as of and for the three months ended September 30, 2023 (in thousands):

	*Altman*		*BBX Sweet Holdings*		*Renin*		*Other*		*Reconciling Items and Eliminations*			*Segment Total*
Revenues:
Trade sales	$	—		35,822		24,391		1,251		(2	)		61,462
Sales of real estate inventory		2,712		—		—		—		—			2,712
Revenue from construction contracts		29,067		—		—		—

BBX Capital, Inc. 10-Q