Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in further detail in the Current Report on Form 8-K of BBX Capital,
Inc. (the "Company") filed with the Securities and Exchange Commission on
October 27, 2020, on October 22, 2020, Renin Holdings LLC ("Renin"), a
wholly-owned subsidiary of the Company, completed the acquisition of
substantially all of the assets and assumption of certain liabilities (the
"Acquisition") of Colonial Elegance Inc. ("Colonial Elegance") for a base
purchase price of approximately $39.0 million, substantially all of which was
paid in cash by Renin at closing. In addition to the base purchase price, Renin
acquired estimated excess working capital held by Colonial Elegance above an
agreed upon target working capital amount of $9.9 million for $5.1 million, of
which $1.0 million was held back by Renin at closing pending final determination
of the excess working capital. The Company made a $5.0 million capital
contribution to Renin to partially fund the Acquisition, while the remainder of
the cash consideration was funded by Renin using borrowings under the 2020 TD
Bank Credit Facility (as defined and further described in Item 2.03 in the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 27, 2020).
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired. The audited consolidated
balance sheets of Colonial Elegance Inc. as of April 30, 2020 and 2019 and
audited consolidated statements of income and comprehensive income, changes
in shareholders' equity, and cash flows of Colonial Elegance Inc. for the
years ended April 30, 2020 and 2019 and the related notes are filed as
Exhibit 99.1 to this Form 8-K/A.
(b) Pro forma financial information. The unaudited pro forma condensed
consolidated statement of financial condition of BBX Capital, Inc. and its
subsidiaries as of September 30, 2020 and unaudited pro forma condensed
consolidated statements of operations of BBX Capital, Inc. and its
subsidiaries for the year ended December 31, 2019 and the nine months ended
September 30, 2020 and the related notes are filed as Exhibit 99.2 to this
Form 8-K/A.
(d) Exhibits.
Exhibit No. Description
99.1 Audited consolidated balance sheets of Colonial Elegance Inc. as of
April 30, 2020 and 2019 and audited consolidated statements of income and
comprehensive income, changes in shareholders' equity, and cash flows of
Colonial Elegance Inc. for the years ended April 30, 2020 and 2019 and the
related notes, together with the Independent Auditors' Report.
99.2 Unaudited pro forma condensed consolidated statement of financial
condition of BBX Capital, Inc. and its subsidiaries as of September 30, 2020 and
unaudited pro forma condensed consolidated statements of operations for the year
ended December 31, 2019 and the nine months ended September 30, 2020 and the
related notes.
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