Except as otherwise noted or where the context otherwise requires, the terms
"the Company," "we," "us," or "our" refers to BBX Capital, Inc. and its
consolidated subsidiaries, and the term "BBX Capital" refers to BBX Capital,
Inc. as a standalone entity.

Forward-Looking Statements



This Quarterly Report on Form 10-Q contains forward-looking statements based
largely on current expectations of the Company that involve a number of risks
and uncertainties. All opinions, forecasts, projections, future plans, or other
statements, other than statements of historical fact, are forward-looking
statements and can be identified by the use of words or phrases such as "plans,"
"believes," "will," "expects," "anticipates," "intends," "estimates," "our
view," "we see," "would," and words and phrases of similar import. The
forward-looking statements in this document are also forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and involve substantial risks and uncertainties.
We can give no assurance that such expectations will prove to be correct. Actual
results, performance, or achievements could differ materially from those
contemplated, expressed, or implied by the forward-looking statements contained
herein. Forward-looking statements are based largely on our expectations and are
subject to a number of risks and uncertainties that are subject to change based
on factors which are, in many instances, beyond our control. When considering
forward-looking statements, the reader should keep in mind the risks,
uncertainties, and other cautionary statements made in this report and in the
Company's other reports filed with the Securities and Exchange Commission
("SEC"). The reader should not place undue reliance on any forward-looking
statement, which speaks only as of the date made. This document also contains
information regarding the past performance of the Company and its respective
investments and operations. The reader should note that prior or current
performance and pro forma financial information is not a guarantee or indication
of future performance. Comparisons of results for current and any prior periods
are not intended to express any future trends or indications of future
performance, and all such information should only be viewed as historical data.

Future results and the accuracy of forward-looking statements may be affected by
various risks and uncertainties, including the risk factors applicable to the
Company which are described herein and in "Item 1. Business - Cautionary Note
Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" of the
Company's Annual Report on Form 10-K for the year ended December 31, 2020 (the
"2020 Annual Report"). These risks and uncertainties also include risks relating
to public health issues, including, in particular, the COVID-19 pandemic, as it
is not currently possible to accurately assess the expected duration and effects
of the pandemic on our business. These include required closures of retail
locations, travel and business restrictions, "shelter in place" and "stay at
home" orders and advisories, volatility in the global and national economies and
equity, credit, and commodities markets, worker absenteeism, quarantines, and
other health-related restrictions; the duration and severity of the COVID-19
pandemic and the impact on demand for the Company's products and services,
levels of consumer confidence, supply chains and raw materials costs; actions
taken by governments, businesses, and individuals in response to the pandemic
and their impact on economic activity and consumer spending, which will impact
the Company's ability to successfully resume full business operations; the pace
of recovery when the COVID-19 pandemic subsides and the possibility of a
resurgence; competitive conditions; the Company's liquidity and the availability
of capital; the effects and duration of steps the Company takes in response to
the COVID-19 pandemic, including the inability to rehire or replace furloughed
employees or retain employees; the impact of the emergence of IT'SUGAR from the
Chapter 11 proceedings, revesting of the Company's equity interest in IT'SUGAR
and reconsolidation of IT'SUGAR's results into the Company's financial
statements; the potential adverse impact of the Chapter 11 proceedings and the
success of the restructuring; the continuing adverse impact of the COVID-19
pandemic on IT'SUGAR's operations, results, and financial condition, including
that the recessionary economic environment on demand, sales levels, and consumer
behavior, as well as increased inventory, freight, and labor costs and general
supply chain disruptions, have had and may continue to have a material adverse
effect in future periods; the risk that IT'SUGAR may not be able to continue to
increase prices without significantly impacting consumer demand and sales
volume; risks relating to IT'SUGAR's business plans, including that IT'SUGAR may
not be able to fund or otherwise open new retail locations, including new
"temporary" locations, the Oreo Café, or a new "large format" retail location,
as or when expected, or at all; the risk that IT'SUGAR may not be able to extend
or enter into new lease agreements for any existing "temporary" locations which
it desires to extend, whether on favorable terms or at all; risks related to the
lease amendments entered into by IT'SUGAR, including that, while many of the
lease amendments provide for the payment of rent based on a percentage of sales
volumes for a specified period of time as opposed to fixed rental payments, the
terms of many of such amendments require IT'SUGAR to resume the payment of
previously scheduled fixed lease payments going forward and, as a result,
IT'SUGAR's ongoing occupancy costs are expected to increase as fixed rental
payments under these leases resume and IT'SUGAR's overall exposure to risks
related to fixed rental obligations will increase

                                       34

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and revert to pre-bankruptcy levels in relation to such locations; the risk that
landlords may exercise their right to terminate IT'SUGAR's leases; the inability
to predict the effect of IT'SUGAR's emergence from the bankruptcy proceedings on
the Company and its results of operation and financial condition, including the
risk that additional impairment charges may be required in the future, the risk
of heightened litigation as a result of actions taken in response to the
COVID-19 pandemic; the impact of the COVID-19 pandemic on consumers, including,
but not limited to, their income, their level of discretionary spending both
during and after the pandemic, and their views towards the retail industry; the
risk that certain of the Company's operations, including retail locations, may
not continue to generate recurring sources of cash during or following the
pandemic to the extent anticipated or at all; the risk that commodity, shipping,
and labor price increases and widespread supply disruptions may adversely impact
the gross margins of BBX Capital Real Estate LLC ("BBX Capital Real Estate" or
"BBXRE"), BBX Sweet Holdings, LLC ("BBX Sweet Holdings"), and Renin Holdings,
LLC ("Renin"); the risk that homebuilders will not meet their obligations to
acquire lots at BBXRE's Beacon Lake community due to the impact of higher
construction costs and supply shortages of building materials, equipment and
appliances; the risk that Renin will not be able to further increase its prices
to customers or maintain recent price increases in order to offset it increased
costs; the risk that the loss of sales of products to Renin's major customers
and/or Renin's efforts to maintain sales of its products to its major customers
may negatively impact Renin's sales, gross margin, and profitability, require
Renin to lower its prices, and result in the recognition of impairment losses
related to its goodwill and long-lived assets and noncompliance with the terms
of its outstanding credit facility; the risk that supply chain disruptions,
increased costs, higher inventory levels and other factors negatively impacting
Renin's gross margins could adversely impact Renin's liquidity and its ability
to remain in compliance with financial covenants under its credit facility; and
the risk of BBXRE expanding its operating platform to include an industrial real
estate division and investing in the development of industrial real estate
assets. This Quarterly Report on Form 10-Q also contains a discussion of Renin's
recent acquisition of substantially all of the assets and assumption of certain
of the liabilities of Colonial Elegance, Inc. ("Colonial Elegance"), which is
subject to the impact of economic, competitive and other factors affecting Renin
and Colonial Elegance, including their operations, markets, marketing
strategies, products and services; the risk that the integration of Colonial
Elegance may not be completed on a timely basis, or as anticipated; that the
anticipated expansion or growth opportunities will not be achieved or if
achieved will not be advantageous; that the acquisition will not be cash
accretive or at all; that net income may not be generated when anticipated or at
all or the acquisition may result in net losses; that BBX Capital and/or Renin
may not realize the anticipated benefits of the acquisition when or to the
extent anticipated or at all; and the risks associated with the increased
indebtedness incurred by Renin to finance the acquisition including, compliance
with financial covenants and restrictions on Renin's activities.

The Company may also become subject to litigation related to the COVID-19
pandemic, including with respect to any actions we take, fail to take, or may be
required to take in response thereof. Although BBX Capital and its subsidiaries
believe that they have meritorious defenses in all current legal actions, the
outcome of litigation and regulatory matters and timing of ultimate resolution
are inherently difficult to predict and uncertain.

The risk factors described in the 2020 Annual Report, as well as the other risks
and factors detailed in this report and the other reports filed by the Company
with the SEC, are not necessarily all of the important factors that could cause
the Company's actual results to differ materially from those expressed in any of
the forward-looking statements. Other unknown or unpredictable factors could
cause the Company's actual results to differ materially from those expressed in
any of the forward-looking statements. As a result, the Company cautions that
the foregoing factors are not exclusive.

Given these uncertainties, you are cautioned not to place undue reliance on
forward-looking statements, and you should read this Quarterly Report on Form
10-Q with the understanding that actual future results, levels of activity,
performance, and events and circumstances may be materially different from prior
results or what the Company expects. The Company qualifies all forward-looking
statements by these cautionary statements.

Forward-looking statements speak only as of the date of this Quarterly Report on
Form 10-Q, and the Company undertakes no obligation to publicly update or revise
any forward-looking statements to reflect events or circumstances that may arise
after the date of this report.

Critical Accounting Policies



See Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations" under the section "Critical Accounting Policies" in the
Company's 2020 Annual Report for a discussion of the Company's critical
accounting policies.

                                       35

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New Accounting Pronouncements

See Note 1 to the Company's condensed consolidated financial statements included in Item 1 of this report for a discussion of new accounting pronouncements applicable to the Company.

Overview

BBX Capital is a Florida-based diversified holding company whose principal holdings are BBX Capital Real Estate, BBX Sweet Holdings, and Renin. As of September 30, 2021, the Company had total consolidated assets of $549.3 million and shareholders' equity of $331.1 million.



The Company's goal is to build long-term shareholder value. Since many of the
Company's assets do not generate income on a regular or predictable basis, the
Company's objective is long-term growth as measured by increases in book value
and intrinsic value over time. The Company regularly reviews the performance of
its investments and, based upon economic, market, and other relevant factors,
considers transactions involving the sale or disposition of all or a portion of
its assets, investments, or subsidiaries. Further, subject to market conditions
and other factors, the Company has and may from time to time in the future
repurchase its outstanding common stock.

Prior to September 30, 2020, the Company was a wholly owned subsidiary of
Bluegreen Vacations Holding Corporation ("Bluegreen Vacations"), which was
formerly known as BBX Capital Corporation. As further described in the Company's
2020 Annual Report and in Note 1 to the Company's financial statements included
in Item 1 of this report, on September 30, 2020, Bluegreen Vacations completed
the spin-off of the Company as a separate, publicly-traded company. In
connection with the spin-off, Bluegreen Vacations issued a $75.0 million note
payable to the Company that accrues interest at a rate of 6% per annum and
requires payments of interest on a quarterly basis. Under the terms of the note,
Bluegreen Vacations has the option in its discretion to defer interest payments
under the note, with interest on the entire outstanding balance thereafter to
accrue at a cumulative, compounded rate of 8% per annum until such time as
Bluegreen Vacations is current on all accrued payments under the note, including
deferred interest. All outstanding amounts under the note will become due and
payable on September 30, 2025 or earlier upon certain other events. Further,
Bluegreen Vacations is permitted to prepay the note in whole or in part at any
time.

Impact of the COVID-19 Pandemic



The COVID-19 pandemic has resulted in an unprecedented disruption in the U.S.
and global economies and the industries in which the Company operates due to,
among other things, (i) government ordered "shelter in place" and "stay at home"
orders and advisories, travel restrictions, and restrictions on business
operations, (ii) government guidance and restrictions with respect to travel,
public accommodations, social gatherings, and related matters, (iii) the general
public's reaction to the pandemic, including impacts on consumer demand, (iv)
disruptions in global supply chains, and (iv) increased economic uncertainty.
The disruptions arising from the pandemic and the reaction of the general public
have had a significant adverse impact on the Company's financial condition
and operations, particularly with respect to BBX Sweet Holdings, as the effects
of the pandemic required IT'SUGAR to temporarily close all of its retail
locations in 2020 and ultimately resulted in IT'SUGAR and its subsidiaries
filing petitions for Chapter 11 bankruptcy in September 2020. In addition, the
Company's workforce has been significantly impacted by the pandemic as a result
of, among other things, the implementation of temporary and permanent reductions
in employee head count in order to manage expenses and various health and safety
protocols necessary for the Company to maintain operations. Further, the Company
has experienced significant increases in commodity, freight, inventory, and
labor costs, extended lead-times for the purchase of inventory, and delays in
inventory shipments, and these factors are impacting the Company's operations,
including requiring the Company to maintain higher inventory balances, and may
have a material impact on its operations in future periods. In addition, current
levels of illness caused by COVID-19 and related variants indicate that the
pandemic and its impact on the Company are not over. Vaccination policies also
vary across different jurisdictions where the Company operates, and federal,
state, and local government officials may in the future issue new or revised
orders that are different than the ones under which the Company is currently
operating. For example, in November 2021, Department of Labor's Occupational
Safety and Health Administration ("OSHA") issued emergency temporary standards
requiring all private-sector firms with over 100 employees to ensure that its
employees are fully vaccinated against COVID-19 or tested regularly. Employers
will have until January 4, 2022 to comply with the requirement to test
unvaccinated workers. The Company is currently adopting policies which require
vaccination or ongoing testing for employees in its corporate offices; however,
the Company has yet to adopt such policies across all of its locations, and the
implementation of such policies could result in additional operational
challenges for the Company in light of ongoing labor shortages and the increased
cost of labor.

                                       36

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The duration and severity of the pandemic and related disruptions, as well as
the resulting adverse impact on economic and market conditions, are uncertain,
and the Company may continue to be adversely impacted by these conditions in
future periods. Although the impact of the COVID-19 pandemic on the Company's
principal holdings and management's efforts to mitigate the effects of the
pandemic has varied, BBX Capital and its subsidiaries sought to take steps to
manage expenses through cost saving initiatives and steps intended to increase
liquidity and strengthen the Company's financial position, including delaying
planned capital expenditures. As of September 30, 2021, the Company's
consolidated cash balance was $113.5 million.

The discussion below provides an update on the Company's principal holdings for
the three and nine months ended September 30, 2021. However, this discussion
should be read in conjunction with the discussion and analysis in Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in the Company's 2020 Annual Report, which provides
additional information related to (i) the impacts of the COVID-19 pandemic on
the Company's principal holdings since the initial outbreak of COVID-19 in 2020
and (ii) the various risks and uncertainties associated with the effects of the
pandemic, increased costs, and disruptions to supply chains on the Company's
principal holdings, which have had, and could in future periods have, a material
adverse impact on the Company's consolidated results of operations, cash flows,
and financial condition.

Summary of Consolidated Results of Operations

Consolidated Results

The following summarizes key financial highlights for the three months ended September 30, 2021 compared to the same 2020 period:

?Total consolidated revenues of $91.8 million, a 117.5% increase compared to the same 2020 period.



?Income from continuing operations before income taxes of $25.7 million compared
to a loss from continuing operations before income taxes of $10.4 million during
the same 2020 period.

?Net income attributable to shareholders of $19.2 million compared to a net loss attributable to shareholders of $8.3 million during the same 2020 period.



?Diluted earnings per share from continuing operations of $1.13 compared to a
diluted loss per share from continuing operations of $0.43 for the same 2020
period.

The following summarizes key financial highlights for the nine months ended September 30, 2021 compared to the same 2020 period:

?Total consolidated revenues of $215.4 million, an 84.1% increase compared to the same 2020 period.



?Income from continuing operations before income taxes of $56.0 million compared
to a loss from continuing operations before income taxes of $54.4 million during
the same 2020 period.

?Net income attributable to shareholders of $41.7 million compared to a net loss attributable to shareholders of $38.8 million during the same 2020 period.



?Diluted earnings per share from continuing operations of $2.27 compared to a
diluted loss per share from continuing operations of $2.01 for the same 2020
period.

The Company's consolidated results of operations for the three months ended September 30, 2021 compared to the same 2020 period were significantly impacted by the following:



?An increase in net earnings of unconsolidated real estate joint ventures
primarily due to the Altis Grand at the Preserve joint venture's sale of its
multifamily apartment community in July 2021 and the Altis Grand Central joint
venture's recapitalization of its ownership of its multifamily apartment
community in September 2021;

?A net increase in sales activity at BBXRE's Beacon Lake Community development,
as BBXRE sold 299 undeveloped lots and 55 developed lots to homebuilders during
the 2021 period compared to 62 developed lots during the 2020 period;

?Higher recoveries primarily related to the collection of previously charged off loans receivable in the legacy asset portfolio;

?The recognition of operating losses by BBX Sweet Holdings during the 2020 period as a result of the impact of the COVID-19 pandemic on its businesses, including IT'SUGAR; and



                                       37

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?The recognition of a loss of $3.3 million during the 2020 period upon the Company's deconsolidation of IT'SUGAR in connection with its filing of voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code; partially offset by



?A net decrease in Renin's results of operations, reflecting a decline in
Renin's gross margin percentage as a result of increased costs related to raw
materials and the shipment of products and ongoing expenses associated with the
acquisition of Colonial Elegance, including amortization expense related to
acquired intangible assets, partially offset by an increase in Renin's trade
sales associated with the acquisition and increased prices to its customers.

In addition to the items discussed above for the three months ended
September 30, 2021 compared to the same 2020 period, the Company's consolidated
results of operations for the nine months ended September 30, 2021 compared to
the same 2020 period were significantly impacted by the following:

?The recognition of a $15.9 million gain on the reconsolidation of IT'SUGAR in
the Company's financial statements as a result of IT'SUGAR emerging from Chapter
11 bankruptcy in June 2021 and the revesting of BBX Sweet Holdings' control of
IT'SUGAR;

?An increase in net earnings of unconsolidated real estate joint ventures primarily due to the Altis Promenade joint venture's sale of its multifamily apartment community in June 2021; and

?The recognition of impairment losses of $30.7 million in the 2020 period primarily related to goodwill and long-lived assets associated with IT'SUGAR as a result of the impact of COVID-19 pandemic.

Segment Results

BBX Capital reports the results of its business activities through the following reportable segments: BBX Capital Real Estate, BBX Sweet Holdings, and Renin.

Information regarding income (loss) from continuing operations before income taxes by reportable segment is set forth in the table below (in thousands):



                                                                                                      For the Nine Months Ended
                            For the Three Months Ended September 30,                                        September 30,
                              2021                2020            Change                       2021                          2020                    Change
BBX Capital Real
Estate                 $           27,924              961            26,963                  44,711                           4,633                  40,078
BBX Sweet Holdings                    413          (8,215)             8,628                  15,953                        (47,167)                  63,120
Renin                               (723)            1,489           (2,212)                     877                           3,414                 (2,537)
Other                                 112               58                54                   1,270                         (2,986)                   4,256
Reconciling items
and eliminations                  (2,027)          (4,688)             2,661                 (6,831)                        (12,321)                   5,490
Income (loss) from
continuing
operations before
income taxes                       25,699         (10,395)            36,094                  55,980                        (54,427)                 110,407
(Provision) benefit
for income taxes                  (6,382)            1,633           (8,015)                (13,971)                          10,847                (24,818)
Net income (loss)
from continuing
operations                         19,317          (8,762)            28,079                  42,009                        (43,580)                  85,589
Discontinued
operations                              -                -                 -                       -                            (74)                      74
Net income (loss)                  19,317          (8,762)            28,079                  42,009                        (43,654)                  85,663
Net (income) loss
attributable to
noncontrolling
interests                           (125)              510             (635)                   (352)                           4,822                 (5,174)
Net income (loss)
attributable to
shareholders           $           19,192          (8,252)            27,444                  41,657                        (38,832)                  80,489




                                       38

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BBX Capital Real Estate Reportable Segment

Segment Description

BBX Capital Real Estate (or BBXRE) is engaged in the acquisition, development,
construction, ownership, financing, and management of real estate and
investments in real estate joint ventures, including investments in multifamily
rental apartment communities, single-family master-planned for sale housing
communities, and commercial properties located primarily in Florida. In
addition, BBXRE owns a 50% equity interest in the Altman Companies, a developer
and manager of multifamily apartment communities, and also manages the legacy
assets acquired in connection with the Company's sale of BankAtlantic in 2012,
including portfolios of loans receivable, real estate properties, and judgments
against past borrowers.

In an effort to diversify its portfolio of real estate developments, BBXRE is
also currently evaluating potential investment opportunities in industrial real
estate assets, including the development of warehouse and logistics facilities,
and has expanded its operating platform to include an industrial real estate
division. In addition, the Altman Companies is also currently evaluating
potential opportunities to develop multifamily apartment communities in the
greater Atlanta, Georgia area.

Overview



As further described in the Company's 2020 Annual Report, BBXRE's operations
that were impacted by the COVID-19 pandemic during 2020, including its sales and
leasing operations, have largely returned to pre-pandemic levels. Management
believes this primarily reflects demand for single-family and multifamily
apartment housing in many of the markets in Florida in which BBXRE operates.
Sales at BBXRE's single-family home developments and leasing and rent
collections at its multifamily apartment developments have generally returned to
pre-pandemic levels, and BBXRE believes that there has generally been a recovery
both in investor demand for the acquisition of stabilized multifamily apartment
communities and in the availability of debt and equity capital for financing new
multifamily apartment developments.

However, there has also been a significant increase in commodity and labor
prices, which has resulted in higher development and construction costs, and
disruptions in supply chains for certain commodities and equipment, which has
resulted in ongoing supply shortages of building materials, equipment, and
appliances. These factors have impacted the timing of certain projects currently
under construction and the commencement of construction of new projects.
Although such factors have not yet materially impacted BBXRE's results of
operations, these increases may have a material impact on BBXRE's operating
results in future periods, as described in further detail below. In addition, as
further described in the Company's 2020 Annual Report, the COVID-19 pandemic
resulted in significant uncertainty in the overall economy, which could have a
material adverse impact on BBXRE's results of operations, cash flows, and
financial condition in future periods.

The Altman Companies and Related Investments



In 2018, BBXRE acquired a 50% membership interest in the Altman Companies, a
joint venture between the Company and Joel Altman engaged in the development,
construction, and management of multifamily apartment communities. As of
September 30, 2021, BBXRE had investments in six active developments sponsored
by the Altman Companies, which are summarized as follows (dollars in thousands):

                                                                                Carrying
                                                                                Value of
                                                                                  BBXRE
                                                                              Investment at
                                    Apartment        Project Status at        September 30,
       Project          Location      Units         September 30, 2021            2021
Altis Grand Central     Tampa,            314   Stabilized - 97% Occupied   $           729
                        Florida
Altis Little Havana     Miami,            224   Under Construction -                    864
                        Florida                 Expected Completion in 2022
Altis Miramar           Miramar,          650   Under Construction -                  2,867
East/West               Florida                 Expected Completion in 2021
Altis Ludlam Trail      Miami,            312   Under Construction -                 10,520
(1)                     Florida                 Expected Completion in 2022
Altis Lake Willis       Orlando,                Under Construction -
(Vineland Pointe)       Florida           329   Expected Completion in 2023             261
Phase 1
Altis Lake Willis       Orlando,
(Vineland Pointe)       Florida           230   Predevelopment                        2,516
Phase 2

(1)The carrying value of BBXRE's investment at September 30, 2021 includes $9.9 million related to BBXRE's investment in the preferred equity associated with the Altis Ludlam Trail project, including the investment balance and accrued preferred return.


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In September 2021, the Altis Grand Central joint venture recapitalized its
ownership interests in Altis Grand Central, its 314-unit multifamily apartment
community located in Tampa, Florida, in a transaction with an institutional
investor based on the property's agreed upon market value and in which the joint
venture retained a 10% noncontrolling interest in the property. As a result of
the transaction, BBXRE received a cash distribution of approximately
$7.5 million from the joint venture and recognized equity earnings from its
investment in the venture of approximately $6.2 million during the three and
nine months ended September 30, 2021. Further, BBXRE's beneficial ownership
interest in Altis Grand Central was decreased from approximately 11% to
approximately 1%.

In 2019, BBXRE and Joel Altman invested in the Altis Lake Willis joint venture,
which was sponsored by the Altman Companies to acquire land, obtain
entitlements, and fund predevelopment costs for the development of a potential
multifamily apartment community in Orlando, Florida. In 2021, the joint venture
decided to develop the project in two phases. Accordingly, in September 2021,
the Altis Lake Willis Phase 1 joint venture was formed to develop the first
phase of the project, which is expected to be comprised of a 329-unit
multifamily apartment community, and closed on its development financing. In
connection with the closing, BBXRE and Joel Altman acquired membership interests
in the managing member of the Altis Lake Willis Phase 1 joint venture and
retained their respective ownership interests in the land and predevelopment
costs related to the anticipated second phase of the project through the
existing joint venture, which is now referred to as the Altis Lake Willis Phase
2 joint venture. BBXRE also received a cash distribution of approximately
$4.1 million related to previous capital contributions based on the final
financing structure and financing proceeds associated with the first phase of
the development.

During the nine months ended September 30, 2021, two joint ventures sponsored by
the Altman Companies sold their respective multifamily apartment communities. In
June 2021, the Altis Promenade joint venture sold its 338-unit multifamily
apartment community located in Lutz, Florida. As a result of the sale, BBXRE
received a cash distribution of approximately $7.1 million from the joint
venture and recognized equity earnings from its investment in the venture of
approximately $5.3 million during the nine months ended September 30, 2021.
Further, in July 2021, the Altis Grand at The Preserve joint venture sold its
350-unit multifamily apartment community located in Odessa, Florida. As a result
of the sale, BBXRE received a cash distribution of approximately $5.8 million
from the joint venture and recognized equity earnings from its investment in the
venture of approximately $5.0 million during the three and nine months ended
September 30, 2021.

As previously described in the Company's 2020 Annual Report, following temporary
disruptions in its operations during 2020 as a result of the COVID-19 pandemic,
the operations related to the existing developments sponsored by the Altman
Companies have generally returned to pre-pandemic levels. In particular, the
Altman Companies collected over 98% of the rents at the multifamily apartment
communities under its management during the nine months ended September 30,
2021. Further, the volume of new leases and rental rates at its completed
developments have generally exceeded pre-pandemic levels and expectations due to
demand for multifamily housing in the markets in which the Altman Companies
operates. The Altman Companies has also observed increased investor demand for
the acquisition of stabilized multifamily apartment communities, as evidenced by
the sales of multifamily apartment communities by joint ventures sponsored by
the Altman Companies described above. While the Altman Companies does not
currently expect that the observed increases in commodity and labor prices will
have a material impact on the costs of developing its communities currently
under construction which commenced prior to 2021, the timing of the completion
of these projects have been adversely impacted by supply chain disruptions, and
the Altman Companies currently expects that the costs to develop certain of
these projects will be in excess of the estimated development costs as a result
of factors unrelated to supply chain disruptions. However, the Altman Companies
believes that the impact of these factors on the overall profitability of these
projects will be offset by the impact of higher rental rates and investor demand
for the acquisition of stabilized multifamily apartment communities.

In addition to its existing development portfolio, the Altman Companies has been
focused on the identification of new opportunities. As described above, in
September 2021, it commenced the development of Altis Lake Willis Phase 1, and
it has also identified new potential development opportunities primarily located
in South Florida, Orlando, Florida, and the greater Tampa, Florida area, all of
which are experiencing increased demand for multifamily housing. While the
Altman Companies believes that debt and equity capital is currently available
for new development opportunities, it has observed a significant increase in
land prices, as well as supply chain disruptions and material shortages, all of
which are expected to significantly increase development costs and result in
possible delays in connection with developing new multifamily apartment
communities. The Altman Companies is continuing to evaluate the impact of these
costs on the overall profitability of its potential future developments, but it
currently believes that the higher rental rates resulting from increased demand
for multifamily housing and investor demand for the acquisition of stabilized
multifamily apartment communities may to some extent offset the impact of higher
development costs on the profits expected to be earned on such developments.
However, notwithstanding these potential mitigating factors, a significant
increase in development costs could have a material impact on the Altman
Companies' operations,

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including, but not limited to, (i) an inability to close on the equity and/or
debt financing necessary to commence the construction of new projects as a
result of a decrease in projected investor profits and (ii) a decrease in the
profits expected to be earned by BBXRE and Joel Altman as the managing members
of projects that are ultimately pursued. Such factors could result in, among
other things, (i) increased operating losses at the Altman Companies due to a
decline in development, general contractor, and management fees, (ii) the
recognition of impairment losses by BBXRE and/or the Altman Companies related to
their current investments, including predevelopment expenditures and (iii) the
recognition of impairment losses related to BBXRE's overall investment in the
Altman Companies, as the profitability and value of the Altman Companies depends
on its ability to source new development opportunities.

Beacon Lake Master Planned Development



BBXRE is the master developer of the Beacon Lake Community, a master planned
community located in St. Johns County, Florida that is expected to be comprised
of 1,476 single-family homes and townhomes. BBXRE is primarily developing the
land and common areas and selling finished lots to third-party homebuilders who
are constructing single-family homes and townhomes that are planned to range
from 1,400 square feet to 4,400 square feet and priced from the high $300,000's
to the $700,000's. The agreements pursuant to which BBXRE is selling finished
lots to homebuilders generally provide for a base purchase price that is paid to
BBXRE upon the sale of the developed lots to the homebuilders and a contingent
purchase price that is calculated as a percentage of the proceeds that the
homebuilders receive from the sale of the completed homes and is paid to BBXRE
upon the closing of such home sales.

BBXRE has substantially completed the development of the lots comprising Phases
1 and 2 of the Beacon Lake Community and commenced the development of the lots
comprising Phase 3 during the second quarter of 2021. During the three months
ended September 30, 2021, BBXRE sold the 299 undeveloped lots comprising Phase
4, 43 single-family lots, and 12 townhome lots, as compared to 62 single-family
lots sold during the three months ended September 30, 2020. During the nine
months ended September 30, 2021, BBXRE sold the 299 undeveloped lots comprising
Phase 4, 193 single-family lots, and 84 townhome lots, as compared to 134
single-family lots and 38 townhomes lots sold during the nine months ended
September 30, 2020.

The following table summarizes the status of the sale of lots to homebuilders in each phase in the development as of September 30, 2021:



                                                   Phase 2
                                   Phase 1 Single-family Townhomes Phase 3 Phase 4  Total
Total planned lots                     302           479       196     200     299   1,476
Lots sold to homebuilders
(1)                                  (302)         (350)     (154)       -   (299) (1,105)
Remaining lots to sell                   -           129        42     200       -     371
Lots under contract with
homebuilders                             -         (129)      (42)    (68)       -   (239)
Available lots (2)                       -             -         -     132       -     132


(1)As further described in Note 2 to the Company's consolidated financial
statements included in the 2020 Annual Report, BBXRE generally recognizes
revenue related to sales of lots to homebuilders, including an estimate of any
contingent purchase price expected to be collected in relation to such lots,
upon the closing of the sale of such lots to the homebuilders. Although BBXRE
recognizes the expected contingent purchase price associated with such lots upon
the closing of the sale to the homebuilders, BBXRE ultimately does not receive
any contingent purchase price related to a lot until the homebuilder closes on
the sale of a home on such lot and collects the proceeds from the home sale. In
addition, during the third quarter of 2021, BBXRE sold all of the undeveloped
lots comprising Phase 4 to a homebuilder in a single transaction. Pursuant to
the agreement related to the transaction, BBXRE received the payment of the
purchase price for the lots at the time of closing, subject to certain
adjustments contemplated in the agreement; however, the agreement does not
provide for a contingent purchase price structure similar to the agreements
related to the sale of developed lots in Phases 1 through 3

(2)Although BBXRE was previously exploring the possible construction, leasing,
and management of a portfolio of rental homes on the remaining lots in Phase 3,
BBXRE currently expects that it will develop the remaining lots in Phase 3 and
sell the finished lots to a homebuilder.

The following table summarizes the status of the sale of homes by homebuilders on lots previously sold by BBXRE to such homebuilders:



                                          Phase 2
                          Phase 1 Single-family Townhomes Phase 4 Total
Lots sold to homebuilders     302           350       154     299 1,105
Homes closed                  301           134        79       -   514
Homes remaining to close        1           216        75     299   591


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At the current time, BBXRE does not expect the observed increases in commodity
and labor prices to materially impact its costs to develop the lots in Phase 3
but does expect that the costs to construct homes on the developed lots
throughout the Beacon Lake Community will be impacted. BBXRE currently believes
that homebuilders are likely to continue to meet their obligations to acquire
lots from BBXRE pursuant to the existing agreements between BBXRE and the
homebuilders, as the impact of the increase in construction costs on the
profitability of home sales is being offset to some extent by an increase in
prices for single-family homes. However, there is no assurance that this will
continue to be the case, and the increase in construction costs could result in
requests by homebuilders to extend the timing of their purchase of developed
lots and/or failure of the homebuilders to meet their obligations under these
contracts.

Other Joint Venture Activity

In June 2019, BBXRE invested $4.2 million in the Sky Cove joint venture, which
was formed to develop Sky Cove at Westlake, a residential community comprised of
204 single-family homes in Loxahatchee, Florida. During the nine months ended
September 30, 2021, the joint venture closed on the sale of 98 single-family
homes, and BBXRE recognized $1.3 million of equity earnings and received
$3.2 million of distributions from the venture. As of September 30, 2021, the
joint venture had executed sales contracts on an additional 51 single-family
homes, and closings on such sales are expected to occur in 2021.

In February 2021, BBXRE invested $4.9 million in the Sky Cove South joint
venture, which was formed to develop Sky Cove South at Westlake, a residential
community that will be adjacent to Sky Cove at Westlake and is expected to be
comprised of 197 single-family homes. As of September 30, 2021, the joint
venture had commenced construction of the community and executed sales contracts
on 88 single-family homes.

Prior to 2021, BBXRE invested approximately $7.4 million in a joint venture with
CC Homes to develop Marbella, a residential community expected to be comprised
of 158 single-family homes in Miramar, Florida. As of September 30, 2021, the
joint venture had entered into contracts to sell all of its 158 single-family
homes, and closings on sales commenced in September 2021. During the nine months
ended September 30, 2021, BBXRE received $9.3 million of distributions from the
venture.

Although the above joint ventures expect to incur increased costs to construct
homes in their respective communities and have experienced disruptions in supply
chains and supply shortages, BBXRE does not currently believe that such
increases will have a material adverse impact on the expected profitability of
these investments, as it is expected that higher demand and sales prices for
single-family homes will primarily offset to some extent the increase in
construction costs.


?

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Results of Operations



Information regarding the results of operations for BBXRE is set forth below (in
thousands):

                              For the Three Months Ended           For the Nine Months Ended
                                     September 30,                       September 30,
                              2021        2020      Change       2021        2020       Change
Sales of real estate
inventory                  $   21,849      4,970      16,879      47,774      14,248      33,526
Interest income                   490        419          71       1,465         604         861
Net gains on sales of
real estate assets                129        164        (35)         438         130         308
Other revenues                    316        329        (13)       1,152       1,116          36
Total revenues                 22,784      5,882      16,902      50,829      16,098      34,731
Cost of real estate
inventory sold                  9,999      3,367       6,632      23,425       9,473      13,952
Recoveries from loan
losses, net                   (5,393)      (807)     (4,586)     (7,038)     (5,844)     (1,194)
Impairment losses                   -          -           -           -       2,710     (2,710)
Selling, general and
administrative expenses         2,088      1,715         373       5,709       5,176         533
Total costs and expenses        6,694      4,275       2,419      22,096      11,515      10,581
Operating income               16,090      1,607      14,483      28,733       4,583      24,150
Equity in net earnings
(losses) of
unconsolidated real
estate joint ventures          11,820      (646)      12,466      15,992          50      15,942
Other income                       14          -          14        (14)           -        (14)
Income from continuing
operations before income
taxes                      $   27,924        961      26,963      44,711       4,633      40,078

BBXRE's income from continuing operations before income taxes for the three months ended September 30, 2021 compared to the same 2020 period increased by $27.0 million primarily due to the following:



?An increase in equity in net earnings of unconsolidated joint ventures
primarily due to the Altis Grand at the Preserve joint venture's sale of its
multifamily apartment community in July 2021, which resulted in the recognition
of $5.0 million of equity earnings from BBXRE's investment in the venture, and
the Altis Grand Central joint venture's recapitalization of its ownership of its
multifamily apartment community in September 2021, which resulted in the
recognition of $6.2 million of equity earnings from BBXRE's investment in the
venture;

?An increase in net profits from the sale of lots to homebuilders at the Beacon
Lake Community development, as BBXRE sold the 299 undeveloped lots comprising
Phase 4 and 55 developed lots during the 2021 period compared to 62 developed
lots during the 2020 period, and an increase in the estimated contingent
purchase price receivable from homebuilders, which is calculated as a percentage
of the sales price of completed homes on the sold lots, as a result of
improvements in the market for single-family housing during the 2021 period; and

?An increase in recoveries in 2021 primarily related to a $4.1 million recovery of a loan receivable in the legacy asset portfolio; partially offset by

?An increase in selling, general and administrative expenses primarily associated with new hires and increased professional fees.



BBXRE's income from continuing operations before income taxes for the nine
months ended September 30, 2021 compared to the same 2020 period increased by
$40.1 million primarily due to the factors described above related to the three
months ended September 30, 2021 compared to the same 2020 period, including an
increase in the sale of lots to homebuilders at the Beacon Lake Community, as
well as the following:

?An increase in equity in net earnings of unconsolidated joint ventures primarily due to the Altis Promenade joint venture's sale of its multifamily apartment community in June 2021, which resulted in the recognition of $5.3 million of equity earnings from BBXRE's investment in the venture;



?The recognition of impairment losses during the 2020 period primarily related
to certain of BBXRE's investments in unconsolidated real estate joint ventures
as a result of the impact of the COVID-19 pandemic on such investments; and

                                       43

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?An increase in interest income associated with BBXRE's loans receivable from
IT'SUGAR and its preferred equity investment in the Altis Ludlam Trail joint
venture.

BBX Sweet Holdings Reportable Segment

Segment Description

BBX Sweet Holdings is engaged in the ownership and management of operating
businesses in the confectionery industry, including IT'SUGAR, a specialty candy
retailer whose products include bulk candy, candy in giant packaging, and
licensed and novelty items, Las Olas Confections and Snacks, a manufacturer and
wholesaler of chocolate and other confectionery products, and Hoffman's
Chocolates, a retailer of gourmet chocolates with retail locations in South
Florida.

Overview

IT'SUGAR - Emergence from Bankruptcy

BBX Sweet Holdings owns approximately 93% of the equity interests in IT'SUGAR.
Prior to September 22, 2020, the Company consolidated the financial statements
of IT'SUGAR and its subsidiaries as a result of its 93% ownership of IT'SUGAR.
As further described in the Company's 2020 Annual Report and in Note 1 to the
Company's condensed consolidated financial statements included in Item 1 of this
report, as a result of the impact of the COVID-19 pandemic on its operations, on
September 22, 2020, IT'SUGAR and its subsidiaries filed voluntary petitions to
reorganize under Chapter 11 of Title 11 of the U.S. Code (the "Bankruptcy Code")
in the U.S. Bankruptcy Court for the Southern District of Florida (the
"Bankruptcy Court") (the cases commenced by such filings, the "Bankruptcy
Cases"), and as a result of the filings and the uncertainties surrounding the
nature, timing, and specifics of the bankruptcy proceedings, the Company
deconsolidated IT'SUGAR on September 22, 2020.

In April 2021, IT'SUGAR filed its proposed plan of reorganization with the
Bankruptcy Court. Following approval of the proposed plan by IT'SUGAR's
unsecured creditors, the Bankruptcy Court entered an order (the "Confirmation
Order") on June 16, 2021 confirming the plan of reorganization filed by
IT'SUGAR, as modified by the Confirmation Order (the "Plan"), and the Plan
became effective on June 17, 2021 (the "Effective Date"). The following summary
of the Plan is qualified in its entirety by reference to the full text of the
Confirmation Order and the Plan, which are attached as Exhibits 10.4 and 10.5 to
the Company's Current Report on Form 8-K filed by the Company with the SEC on
June 17, 2021.

Pursuant to the terms of the Plan, claims against IT'SUGAR were treated as follows:



?The $4.0 million DIP credit facility and a $6.0 million pre-petition line of
credit held by the Company's wholly-owned subsidiary were repaid in full through
the Exit Facility (as defined and described below);

?A secured equipment note held by the Company's wholly-owned subsidiary was assumed, ratified, and reinstated on the Effective Date;

?Each holder of an allowed construction / mechanic's lien claim received payment in full in cash on the Effective Date or, in some cases, will receive such payment as soon as practicable after the Effective Date;



?Each holder of an allowed general unsecured claim received, in full
satisfaction of such claims, a one-time lump sum distribution equal to 15% of
its claim on the Effective Date or, in some cases, received such payment soon
after the Effective Date; and

?Holders of subordinated claims did not receive any distributions in respect thereof.

Payments of claims made pursuant to the Plan, along with the payment of administrative expenses and professional fees, were funded by IT'SUGAR with its cash on-hand and net proceeds from the Exit Facility provided by the Company.



On the Effective Date, IT'SUGAR entered into a secured exit credit facility with
a wholly-owned subsidiary of the Company (the "Exit Facility") which provided
for advances to IT'SUGAR of up to $13.0 million, and the Company's wholly-owned
subsidiary advanced $13.0 million to IT'SUGAR under the Exit Facility, less the
repayment of the $4.0 million DIP credit facility due from IT'SUGAR and the
$6.0 million pre-petition line of credit due from IT'SUGAR (both of which were
superseded and replaced by the Exit Facility).

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Pursuant to the terms of the Plan, BBX Sweet Holdings' equity interests in
IT'SUGAR were revested on the Effective Date, and all organizational documents
of IT'SUGAR were assumed, ratified, and reinstated. Therefore, as result of the
confirmation and effectiveness of the Plan and the revesting of BBX Sweet
Holdings' equity interests in IT'SUGAR, the Company was deemed to have
reacquired a controlling financial interest in IT'SUGAR and consolidated the
results of IT'SUGAR into its consolidated financial statements as of the
Effective Date, the date that BBX Sweet Holdings reacquired control of IT'SUGAR.

As a result of the reconsolidation of IT'SUGAR, BBX Sweet Holdings recognized a
gain on consolidation of $15.9 million during the nine months ended
September 30, 2021, which reflects the remeasurement of the carrying value of
BBX Sweet Holdings' equity interests in IT'SUGAR at fair value as of the
Effective Date. Further, as a result of the deconsolidation and subsequent
reconsolidation of IT'SUGAR, while the section below includes discussion related
to IT'SUGAR's results of operations during the course of the Chapter 11 Cases,
IT'SUGAR's operating results during the period from September 22, 2020 through
the Effective Date are not included in BBX Sweet Holdings' consolidated results
of operations.

IT'SUGAR - Business Update

During the course of the Chapter 11 Cases, IT'SUGAR permanently closed 17 retail
locations and opened 10 "temporary" retail locations in select U.S. locations.
As of September 30, 2021, IT'SUGAR was operating approximately 97 retail
locations across the United States, including 12 "temporary" retail locations.

In August 2021, IT'SUGAR opened its first Oreo Café in the third floor of its
candy "department store" at American Dream in New Jersey. Further, in July 2021,
IT'SUGAR executed a lease agreement to open an 18,000 square foot retail
location at the Ala Moana Center in Honolulu, Hawaii. Construction of the
location has commenced, and IT'SUGAR expects to open the location during the
fourth quarter of 2021. IT'SUGAR is also evaluating additional retail locations
in targeted markets, including an additional "large format" retail location,
which are currently expected to require additional capital investments from the
Company.

With respect to IT'SUGAR's "temporary" retail locations, these locations
required initial capital investments that were significantly lower than the
investments required for IT'SUGAR's traditional retail locations. These
locations were generally repurposed retail spaces that were recently vacated by
prior tenants, and in many cases, IT'SUGAR utilized existing fixtures from
certain of its closed locations. These temporary locations are being leased
pursuant to lease agreements which have terms ranging from 13-36 months and
generally provide for the payment of rent based on a percentage of sales
generated at the applicable location. IT'SUGAR is evaluating whether it will
seek to extend the term of the lease agreements for certain of these locations;
however, certain of the landlords have indicated that they do not intend to
extend the term of the lease agreements for such locations. IT'SUGAR is also
currently evaluating additional locations in which to potentially open similar
temporary retail locations under the same general terms as the existing
temporary retail locations, and it expects to open at least one additional
temporary location during the fourth quarter of 2021.

During the course of the Chapter 11 Cases, IT'SUGAR executed lease amendments
with respect to 78 of its 96 retail locations. Although the specific terms of
the executed lease amendments vary, the amended leases generally provide for the
forgiveness of IT'SUGAR's pre-petition rent obligations, and many (but not all)
of the amended leases also provide for the payment of rent based on a percentage
of sales volumes (in lieu of previously scheduled fixed lease payments),
generally for a period of one to two years from the commencement of the Chapter
11 Cases. Following such periods of time, the amended leases generally require
IT'SUGAR to resume the payment of previously scheduled fixed lease payments
going forward. For certain retail locations, including four locations that
historically generated operating losses largely based on the applicable fixed
rental obligations prior to the amendments, the lease amendments provide for the
payment of rent based on a percentage of sales volumes through the remainder of
the lease term; however, in such cases, the landlords generally have the right
to terminate the lease agreements at any time following notice periods ranging
from 30 to 60 days.

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Although there is no assurance that it will be able to maintain or increase its
sales levels in future periods, IT'SUGAR has experienced an improvement in its
sales since the filing of the Chapter 11 Cases. The following summarizes the
increase/(decrease) in IT'SUGAR's comparable store sales and total revenues
during the periods since the filing of the Chapter 11 Cases as compared to the
comparable periods in 2019:

                    Fourth Quarter   First Quarter  Second Quarter   Third Quarter
                     2020 Compared   2021 Compared   2021 Compared   2021 Compared
                       to Fourth       to First        to Second       to Third
                     Quarter 2019       Quarter         Quarter         Quarter
                                       2019 (2)        2019 (2)        2019 (2)
Comparable Store         -32%            -10%             8%              2%
Sales (1)
Total Revenues           -23%             11%             24%             15%

(1)Comparable store sales represent IT'SUGAR's sales at its retail locations excluding both the impact of e-commerce sales and changes in its store portfolio.



(2)Because the results for the comparable 2020 periods were impacted by the
closure of IT'SUGAR's locations in March 2020 due to the COVID-19 pandemic, the
Company does not believe that IT'SUGAR's results for the comparable 2020 periods
would provide a meaningful comparison in relation to its operating results for
the 2021 periods.

 The improvement in total revenues as compared to the improvement in comparable
store sales reflects, among other things, the opening of its candy "department
store" at American Dream in New Jersey in December 2019, sales at its
"temporary" retail locations, and an increase in e-commerce sales, partially
offset by the impact of closed retail locations. However, IT'SUGAR does not
currently expect a significant portion of these e-commerce sales to continue
beyond the third quarter of 2021.

As a result of ongoing disruptions in global supply chains, IT'SUGAR has
experienced an increase in the cost of inventory and freight, as well as delays
in its supply chain. To date, IT'SUGAR has generally been able to mitigate the
impact of increased costs through increases in the prices of its products.
However, supply chain disruptions have also impacted its ability to maintain
historical inventory levels at its retail locations, which IT'SUGAR believes has
negatively impacted its sales volumes. To the extent that costs continue to
increase, there is no assurance that IT'SUGAR will be able to continue to
increase the prices of its products without significantly impacting consumer
demand and its sales volume. Additionally, IT'SUGAR has experienced an increase
in payroll costs as a result of shortages in available labor at its retail
locations.

While the Company believes that the bankruptcy process has improved IT'SUGAR's
financial condition as a result of the relief it obtained in relation to its
pre-petition liabilities and amendments to its lease agreements that lowered its
ongoing occupancy costs, the Company continues to be subject to risks and
uncertainties related to IT'SUGAR that have had and could continue to have a
material adverse effect on the Company and IT'SUGAR's business, results of
operations, and financial condition. These risks and uncertainties include,
without limitation, the impact of the reconsolidation of IT'SUGAR's results into
the Company's financial statements; the potential adverse impact of the Chapter
11 Cases proceedings and the success of the restructuring; the continuing
adverse impact of the COVID-19 pandemic on IT'SUGAR's operations, results, and
financial condition; risks associated with the current economic environment with
respect to demand, sales levels, and consumer behavior, as well as increased
inventory, freight, and labor costs and general supply chain disruptions which
have had and may continue to have a material adverse effect in future periods;
the risk that IT'SUGAR may not be able to continue to increase prices without
significantly impacting consumer demand; risks relating to IT'SUGAR's business
plans, including that IT'SUGAR may not be able to fund or otherwise open new
retail locations, including new "temporary" locations, or its new location at
Ala Moana Center in Hawaii, as or when expected, or at all; the risk that
IT'SUGAR may not be able to extend or enter into new lease agreements for any
existing "temporary" locations which it desires to extend, whether on favorable
terms or at all; risks related to the lease amendments entered into by IT'SUGAR,
including that, while many of the lease amendments provide for the payment of
rent based on a percentage of sales volumes for a specified period of time as
opposed to fixed rental payments, IT'SUGAR continues to bear the costs of
staffing and providing inventory and the terms of many of such amendments
require IT'SUGAR to resume the payment of previously scheduled fixed lease
payments going forward and, as a result, IT'SUGAR's ongoing occupancy costs are
expected to increase as fixed rental payments under these leases resume and
IT'SUGAR's overall exposure to risks related to fixed rental obligations will
increase and revert to pre-bankruptcy levels in relation to such locations; and
the risk that landlords may exercise their right to terminate certain leases.


?

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Las Olas Confections and Snacks and Hoffman's Chocolates



Las Olas Confections and Snacks' operations continued throughout the COVID-19
pandemic, and its sales during the three and nine months ended September 30,
2021 increased by approximately 53.6% and 52.9%, respectively, as compared to
its sales during the same 2020 periods. However, it is currently experiencing
the impact of global supply chain disruptions, including increased costs for raw
materials and supply chain delays, as well as increased labor costs in its
manufacturing facilities. In an effort to mitigate the impact of these factors,
Las Olas Confections and Snacks has increased the price of its products, with
certain price increases implemented in the third quarter of 2021 and others
scheduled to occur in the coming months.

During the three and nine months ended September 30, 2021, all of Hoffman's
Chocolates' locations were open, and its revenues were $0.9 million and
$3.3 million, respectively, as compared to $0.5 million and $3.2 million during
the comparable 2020 periods. Although its sales have shown signs of improvement
since 2020, Hoffman's Chocolates' operations continue to be impacted by the
effects of the COVID-19 pandemic on demand, sales levels, and consumer behavior,
and its sales during 2021 continue to be lower than sales volumes in the 2019
periods.

Results of Operations

Information regarding the results of operations for BBX Sweet Holdings is set forth below (dollars in thousands):



                                For the Three Months Ended             For the Nine Months Ended
                                      September 30,                          September 30,
                              2021          2020       Change        2021         2020       Change
Trade sales                $    32,810       15,166      17,644       47,990       41,743       6,247
Cost of trade sales           (19,682)     (11,678)     (8,004)     (30,066)     (35,493)       5,427
Gross margin                    13,128        3,488       9,640       17,924        6,250      11,674
Interest income                      -            2         (2)           36           29           7
Other revenue                        -           77        (77)            -          281       (281)
Interest expense                 (185)         (54)       (131)        (251)        (170)        (81)
Impairment losses                    -            -           -            -     (25,303)      25,303
Selling, general and
administrative expenses       (12,563)      (8,483)     (4,080)     (17,724)     (25,123)       7,399
Total operating income
(losses)                           380      (4,970)       5,350         (15)     (44,036)      44,021
Other income                        33           81        (48)           78          195       (117)
Loss on the
deconsolidation of
IT'SUGAR, LLC                   -      (3,326)       3,326            -      (3,326)       3,326
Gain on the
consolidation of
IT'SUGAR, LLC                   -            -           -       15,890            -      15,890
Income (loss) from
continuing operations
before income taxes        $       413      (8,215)       8,628       15,953     (47,167)      63,120
Gross margin percentage    %     40.01        23.00       17.01        37.35        14.97       22.38
SG&A as a percent of
trade sales                %     38.29        55.93     (17.64)        36.93        60.18     (23.25)


BBX Sweet Holdings' income from continuing operations before income taxes for the three months ended September 30, 2021 compared to the same 2020 period increased by $8.6 million primarily due to the following:



?An increase in trade sales and gross margin in 2021 as a result of the impact
of the COVID-19 pandemic on BBX Sweet Holdings' operations in 2020, including
$28.3 million of trade sales from IT'SUGAR during the three months ended
September 2021 as compared to $12.2 million during the three months ended
September 30, 2020; and

?The recognition of a loss on the deconsolidation of IT'SUGAR during the 2020
period as a result of the filing of the IT'SUGAR Bankruptcy Cases in September
2020; partially offset by

?A net increase in operating expenses associated with IT'SUGAR due to increased
staffing to support sales volume and higher overhead associated with new
temporary locations as well as additional expenses relating to the new store
under construction in Hawaii.

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BBX Sweet Holdings' income from continuing operations before income taxes for the nine months ended September 30, 2021 compared to the same 2020 period increased by $63.1 million primarily due to the following:



?The recognition of $25.3 million of impairment losses in the 2020 period due to
a decline in the estimated value of the goodwill and long-lived assets
associated with BBX Sweet Holdings' reporting units, including IT'SUGAR, as a
result of the impact of the COVID-19 pandemic on market conditions;

?The recognition of a $15.9 million gain on the reconsolidation of IT'SUGAR in
the Company's financial statements in the 2021 period as a result of IT'SUGAR
emerging from Chapter 11 bankruptcy in June 2021 and the revesting of BBX Sweet
Holdings' control of IT'SUGAR and a $3.3 million loss on the deconsolidation of
IT'SUGAR during the 2020 period as a result of IT'SUGAR filing the Bankruptcy
Cases in September 2020;

?The aforementioned increase in trade sales and gross margin in 2021, including
IT'SUGAR generating higher gross margin from June 17, 2021 through September 30,
2021 than the period from January 1, 2020 through September 22, 2020; and

?A net decrease in operating expenses associated with IT'SUGAR due to the deconsolidation of IT'SUGAR in September 2020 and the subsequent reconsolidation of IT'SUGAR on June 17, 2021.



Information regarding the results of operations for IT'SUGAR (a) for the periods
from June 17, 2021 to September 30, 2021 and from January 1, 2020 to
September 22, 2020 as included in BBX Sweet Holdings' consolidated results of
operations for the nine months ended September 30, 2021 and 2020 and (b) for the
periods from July 1, 2021 to September 30, 2021 and from July 1, 2020 to
September 22, 2020 as included in BBX Sweet Holdings' consolidated results of
operations for the three months ended September 30, 2021 and 2020 is set forth
below (dollars in thousands):

                               For the Three Months Ended             For the Nine Months Ended
                                      September 30,                         September 30,
                              2021         2020       Change        2021          2020       Change
Trade sales                $    28,274      12,197      16,077        34,296       31,794       2,502
Cost of trade sales           (15,422)     (9,095)     (6,327)      (18,536)     (26,923)       8,387
Gross margin                    12,852       3,102       9,750        15,760        4,871      10,889
Other revenue                        -           -           -             -            8         (8)
Interest expense                 (146)        (34)       (112)         (173)        (109)        (64)
Impairment losses                    -           -           -             -     (24,948)      24,948
Selling, general and
administrative expenses       (10,936)     (7,793)     (3,143)      (13,003)     (21,121)       8,118
Total operating income
(losses)                         1,770     (4,725)       6,495         2,584     (41,299)      43,883
Other income                        14          54        (40)            17          117       (100)
Income (loss) before
income taxes               $     1,784     (4,671)       6,455         2,601     (41,182)      43,783
Gross margin percentage    %     45.46       25.43       20.02         45.95        15.32       30.63
SG&A as a percent of
trade sales                %     38.68       63.89     (25.21)         37.91        66.43     (28.52)


Renin Reportable Segment

Segment Description

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 three manufacturing and distribution facilities in
the United States and Canada. In addition to its own manufacturing activities,
Renin also sources various products and materials from China, Brazil, and
certain other countries. In October 2020, Renin acquired substantially all of
the assets and assumed certain of the liabilities of Colonial Elegance, a
supplier and distributor of building products. Colonial Elegance's products
included barn doors, closet doors, and stair parts, and its customers included
various big box retailers in the United States and Canada which were
complementary to and expanded Renin's existing customer base.

Renin's products are sold through three channels in North America: retail, commercial, and direct installation in the greater Toronto area.


                                       48

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Overview



During the three and nine months ended September 30, 2021, Renin's sales
increased as compared to the same periods in 2020 primarily as a result of the
acquisition of Colonial Elegance and price increases to customers, as further
discussed below. Its retail channel comprised approximately 77% of its gross
sales for the nine months ended September 30, 2021 as compared to approximately
56% for the same period in 2020, which reflects, among other things, the
acquisition of Colonial Elegance, which expanded Renin's retail customers to
include Menards, Lowe's Canada, and Home Depot Canada.

However, Renin has experienced a significant increase in costs related to
shipping and raw materials, as well as delays in its supply chains, which have
(i) negatively impacted its product costs and gross margin, (ii) increased the
risk that Renin will be unable to fulfill customer orders, and (iii) negatively
impacted its working capital and cash flows due to increased inventory in
transit, a prolonged period between when it is required to pay its suppliers and
it is paid by its customers, and the overall decline in its gross margin.
Further, as described below, these factors have negatively impacted Renin's
ability to comply with the covenants under its credit facility with TD Bank. In
an effort to mitigate the impact of certain of these factors, Renin has sought
to (i) negotiate increases in prices with its customers, (ii) maintain higher
inventory levels in an effort to ensure that it can fulfill customer orders,
(iii) diversify its global supply chains, and (iv) transfer the assembly of
certain products from foreign suppliers to its own manufacturing facilities.

Although the steps Renin is seeking to take are intended to mitigate the risks
it faces, Renin's product costs and gross margin have been and are expected to
continue to be adversely impacted in 2021. While Renin has obtained price
increases for many of its products, including in many cases multiple price
increases during 2021, the timing of the implementation of these price increases
with its major customers has generally lagged behind the timing of the increase
in its costs, which has resulted in significantly lower gross margins during the
periods in which Renin has continued to fulfill orders prior to the
implementation of price increases. In particular, Renin negotiated several price
increases that were implemented between August and October 2021; however, prior
to the implementation of such increases, Renin's gross margins declined below
10% during the third quarter of 2021. In addition, in certain cases, the
negotiated price increases do not fully offset the increase in Renin's costs,
and as a result, Renin's gross margins with respect to sales to certain
customers will continue to be negatively impacted unless it can negotiate
additional price increases in the future, global supply chains stabilize, and/or
Renin is able to identify and implement alternative methods to source and
manufacture its products.

Further, Renin's efforts to mitigate its increase in costs have had and may have
other negative impacts on Renin's operations. In particular, the combination of
higher inventory levels and the increased time between its purchase of inventory
and receipt of payments from customers have negatively impacted its liquidity
and required it to obtain a temporary increase in the availability under its
credit facility with TD Bank in July 2021, as further described below. In
addition, although the increase in product and shipping costs is impacting the
entire industry in which Renin operates, generally resulting in an overall
increase in prices to customers, the negotiation of increased prices with
customers 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. Further, while Renin is generally
seeking to diversify its supply chain and limit its exposure to geographic
locations and suppliers, supply chain delays and the scarcity of products and
raw materials have made this difficult.

In April 2021, Renin was notified by one of its major customers that the
customer will no longer be purchasing certain products from Renin commencing in
late 2021. These products were previously estimated to comprise approximately 7%
of Renin's estimated net sales for fiscal 2021. Although the customer was also
evaluating alternative sources for certain other products previously estimated
to comprise approximately 6% of Renin's estimated net sales for fiscal 2021,
Renin has been notified by the customer that it will continue to purchase such
products from Renin. Although Renin was able to maintain its existing pricing
for these products, Renin expects that the gross margin for these products will
be negatively impacted by the overall increase in product costs that it is
experiencing. Renin expects that these events will negatively impact its sales,
gross margin, and profitability and is evaluating possible cost saving
initiatives to offset the impact of these events.

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Further, although Renin's manufacturing and distribution facilities remained
open throughout the pandemic, increases in COVID-19 cases may result in closures
in its facilities, including its facilities located in Canada. Additionally,
while consumer demand for Renin's products generally remained strong throughout
the COVID-19 pandemic and into the first half of 2021, Renin has recently
observed a decline in consumer demand, which Renin believes may be attributable
to (i) the impact of price increases and overall inflationary pressures on
consumer behavior and (ii) a shift in consumer spending away from home
improvements as many portions of the economy reopen, particularly in the United
States.

In July 2021, Renin's credit facility with TD Bank was amended effective
June 30, 2021 to temporarily increase the availability under the revolving line
of credit from $20.0 million to $24.0 million through December 31, 2021. In
addition, the amendment to the credit facility temporarily increased the maximum
total leverage ratio included in the financial covenants of the facility but
prohibited Renin from making distributions to BBX Capital through July 1, 2022,
at which time the leverage ratio and Renin's ability to make distributions to
the Company will revert to the prior requirements under the facility.

In November 2021, Renin's credit facility with TD Bank was further amended
effective September 30, 2021 to extend the prior increase in the availability
under the revolving line of credit from $20.0 million to $24.0 million through
December 31, 2022, at which time the availability under the line of credit will
revert to $20.0 million and any amounts outstanding in excess of $20.0 million
must be repaid by Renin. In addition, the November amendment to the credit
facility i) waived the requirement for Renin to comply with the maximum total
leverage ratio included in the financial covenants of the facility as of
September 30, 2021 (but does not waive the requirement for any future period),
ii) extended the prior increase in the maximum total leverage ratio through
December 31, 2022, iii) modified the calculation of the maximum total leverage
ratio, and iv) included an additional financial covenant related to Renin
meeting certain minimum levels of specified operating results from November 2021
through December 2022. Further, the November amendment prohibits Renin from
making distributions to BBX Capital through December 31, 2022. On January 1,
2023, the financial covenants under the facility and Renin's ability to make
distributions to the Company will revert to the requirements under the facility
prior to the amendments in 2021.

Although Renin has obtained relief in relation to its financial covenants under
its credit facility with TD Bank, if the factors described above continue to
have a material negative impact on Renin's operating results and financial
condition, these events could cause Renin to fall out of compliance with the
terms of its outstanding credit facility with TD Bank. If Renin is required to
seek a waiver from the bank as a result of noncompliance with the terms of its
credit facility and is unable to obtain such a waiver, it may lose availability
under its line of credit, be required to provide additional collateral, or repay
all or a portion of its borrowings, any of which would have a material adverse
effect on the Company's liquidity, financial position, and results.

As of September 30, 2021, Renin determined that i) it is not more likely than
not that the fair value of the Renin reporting unit had declined below its
carrying amount and ii) there were not indicators that the carrying amount of
its long-lived assets were not recoverable. In making this determination, Renin
has estimated that its operations will be negatively impacted by supply chain
disruptions and increased costs through the end of 2022 but will subsequently
stabilize over the long-term. However, as market conditions are uncertain and
difficult to predict, Renin's estimates and assumptions may change over time,
which may result in the recognition of impairment losses related to Renin's
goodwill and long-lived assets in future periods. Changes in assumptions that
could materially impact Renin's estimates include, but are not limited to, i) a
further deterioration in supply chains that worsens the impact of supply chain
disruptions on Renin's operations during the remainder of 2021 and in 2022
and/or ii) indications that these factors will negatively impact Renin's
operations over a longer than currently estimated time frame.

The risks and uncertainties associated with the matters described above, as well
as those described in the Company's 2020 Annual Report, could have a material
adverse impact on Renin's results of operations, cash flows, and financial
condition in future periods.

                                       50

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Results of Operations



Information regarding the results of operations for Renin is set forth below
(dollars in thousands):

                                                                             For the Nine Months Ended
                            For the Three Months Ended September 30,               September 30,
                                 2021            2020        Change        2021         2020        Change
Trade sales                $         33,410       19,662       13,748      106,479       54,283       52,196
Cost of trade sales                (30,432)     (15,927)     (14,505)     (93,450)     (44,054)     (49,396)
Gross margin                          2,978        3,735        (757)       13,029       10,229        2,800
Interest expense                      (448)         (53)        (395)      (1,287)        (238)      (1,049)
Selling, general and
administrative expenses             (3,545)      (2,135)      (1,410)     (11,653)      (6,788)      (4,865)
Total operating (loss)
income                              (1,015)        1,547      (2,562)           89        3,203      (3,114)
Other expense                             -            -            -            -          (3)            3
Foreign exchange gain
(loss)                                  292         (58)          350          788          214          574
(Loss) income from
continuing operations
before income taxes        $          (723)        1,489      (2,212)          877        3,414      (2,537)
Gross margin percentage    %           8.91        19.00      (10.09)        12.24        18.84       (6.61)
SG&A as a percent of
trade sales                %          10.61        10.86       (0.25)        10.94        12.50       (1.56)


Renin's loss from continuing operations before income taxes for the three months
ended September 30, 2021 was $0.7 million compared to $1.5 million of income
from continuing operations during the same 2020 period. The decrease was
primarily due to the following:

?A decrease in Renin's gross margin and gross margin percentage as a result of increased costs related to raw materials and shipping costs;

?An increase in selling, general, and administrative expenses primarily due to ongoing expenses associated with Colonial Elegance, including amortization expense related to acquired intangible assets; and

?An increase in interest expense associated with Renin's use of its credit facility with TD Bank to fund a significant portion of the purchase price for the Colonial Elegance acquisition and to fund higher inventory balances; partially offset by

?An increase in Renin's trade sales resulting primarily from the acquisition of Colonial Elegance in October 2020 and price increases to customers; and



?An increase in foreign currency exchange gains due to the impact of changes in
foreign exchange rates between the U.S. dollar and Canadian dollar and an
overall increase in assets and liabilities denominated in Canadian dollars as of
September 30, 2021 as compared to September 30, 2020 as a result of the
acquisition of Colonial Elegance.

Renin's income from continuing operations before income taxes for the nine
months ended September 30, 2021 was $0.9 million compared to $3.4 million during
the same 2020 period. The decrease was primarily due to the items discussed
above for the three months ended September 30, 2021 compared to the same 2020
period.

Other

Other in the Company's segment information includes its investments in other
operating businesses, including a restaurant located in South Florida that was
acquired through a loan foreclosure and an insurance agency.

During the three months ended September 30, 2021 and 2020, the Company
recognized income from continuing operations before income taxes related to
these other businesses of $0.1 million. During the nine months ended
September 30, 2021, the Company recognized income from continuing operations
before income taxes related to these other businesses of $1.3 million as
compared to a loss before income taxes of $3.0 million during the comparable
period in 2020. The improvements in the results of operations for these
businesses for the nine months ended September 30, 2021 was primarily due to the
impact of the COVID-19 pandemic on these business in 2020 and the recognition of
$2.7 million of impairment losses related to certain of these investments
primarily resulting from the effects of the COVID-19 pandemic on the estimated
value of the businesses.

                                       51

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Reconciling Items and Eliminations

Reconciling items and eliminations in the Company's segment information include the following:

?BBX Capital's corporate general and administrative expenses;

?Interest income on the $75.0 million note receivable from Bluegreen Vacations;

?Interest income on interest-bearing cash accounts; and

?Interest expense capitalized in connection with the development and construction of real estate.

Corporate General and Administrative Expenses

BBX Capital's corporate general and administrative expenses for the three months
ended September 30, 2021 and 2020 were $3.2 million and $4.7 million,
respectively, and $10.5 million and $12.6 million, respectively, for the nine
months ended September 30, 2021 and 2020. During the three and nine months ended
September 30, 2020, BBX Capital's corporate general and administrative expenses
consisted primarily of an allocation of the cost of services provided by
Bluegreen Vacations to the Company for various support functions, including
executive compensation, legal, accounting, human resources, investor relations,
and executive offices, while during the three and nine months ended
September 30, 2021, its corporate general and administrative expenses consisted
of the actual costs of these functions, as most of these functions were
transferred to BBX Capital in connection with the spin-off from Bluegreen
Vacations.

Interest Income

BBX Capital's interest income for the three and nine months ended September 30,
2021 was $1.0 million and $3.3 million, respectively, which includes (i)
$1.1 million and $3.4 million, respectively, of interest income from its
$75.0 million note receivable from Bluegreen Vacations and (ii) the elimination
of interest income recognized by a wholly-owned subsidiary of the Company on the
credit facility provided to IT'SUGAR. BBX Capital had no interest income during
the three and nine months ended September 30, 2020, as Bluegreen Vacations
issued the $75.0 million note to BBX Capital and transferred most of its cash
and short-term investments to BBX Capital in connection with the spin-off on
September 30, 2020.

Provision for Income Taxes

The Company estimates its effective annual income tax rate on a quarterly basis
based on current and forecasted operating results for the annual period and
applies the estimated effective income tax rate to its income or loss before
income taxes reduced by net income or loss attributable to noncontrolling
interests in joint ventures taxed as partnerships. In addition, the Company
recognizes taxes related to unusual or infrequent items or resulting from a
change in judgment regarding a position taken in a prior period as discrete
items in the interim period in which the event occurs.

The Company's effective income tax rate was approximately 25% and 17% during the
three months ended September 30, 2021 and 2020, respectively, and 25% and 22%
during the nine months ended September 30, 2021 and 2020, respectively. The
Company's effective income tax rates for the three and nine months ended
September 30, 2021 and 2020 were impacted by the Company's nondeductible
executive compensation and state income taxes. The effective tax rate for the
nine months ended September 30, 2021 excludes a discrete income tax expense of
$4.0 million related to the gain on the consolidation of IT'SUGAR. The effective
income tax rates for the 2020 periods reflect an estimated ordinary taxable loss
for the year ended December 31, 2020 resulting primarily from the effects of the
COVID-19 pandemic.

Discontinued Operations

As described in Note 1 to the Company's condensed consolidated financial
statements included in Item 1 of this report, Food for Thought Restaurant Group
("FFTRG"), a wholly-owned subsidiary of the Company, previously entered into
area development and franchise agreements with MOD Pizza related to the
development of MOD Pizza franchised restaurant locations throughout Florida and,
through 2019, had opened nine restaurant locations. In September 2019, the
Company entered into an agreement with MOD Pizza to terminate the area
development and franchise agreements and transferred seven of its restaurant
locations, including the related assets, operations, and lease obligations, to
MOD Pizza. In addition, the Company closed the remaining two locations and
terminated the related lease agreements.

                                       52

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The Company recognized pre-tax loss from discontinued operations of $0.1 million
for the nine months ended September 30, 2020, which was primarily due a
$1.0 million impairment loss associated with a leased asset, partially offset by
a $0.9 million gain on the termination of a lease obligation.

Net Income or Loss Attributable to Noncontrolling Interests



On September 22, 2020, the Company deconsolidated IT'SUGAR as a result of the
filing of the Bankruptcy Cases by IT'SUGAR and its subsidiaries, and on June 17,
2021, the Company reconsolidated IT'SUGAR as a result of IT'SUGAR's subsequent
emergence from bankruptcy. As IT'SUGAR is a partially-owned subsidiary, BBX
Capital is required to attribute income or loss to the noncontrolling interests
in IT'SUGAR during the periods in which IT'SUGAR is consolidated in the
Company's financial statements. As a result, during the three and nine months
ended September 30, 2020, the Company attributed income or loss to the
noncontrolling interest in IT'SUGAR through September 22, 2020, and during the
nine months ended September 30, 2021, the Company attributed income or loss to
the noncontrolling interest in IT'SUGAR commencing on June 17, 2021.

The net income attributable to noncontrolling interests of $0.1 million and
$0.4 million during the three and nine months ended September 30, 2021 reflects
income attributed to a 19% noncontrolling equity interest in a restaurant the
Company acquired through foreclosure and the aforementioned noncontrolling
interest in IT'SUGAR. The net loss attributable to noncontrolling interests of
$0.5 million and $4.8 million during the three and nine months ended
September 30, 2020 was primarily due to operating losses related to the COVID-19
pandemic, including the recognition of impairment losses related to goodwill and
long-lived assets.

Consolidated Cash Flows

A summary of our consolidated cash flows is set forth below (in thousands):



                                                         For the Nine Months Ended
                                                               September 30,
                                                           2021              2020
Cash flows provided by (used in) operating
activities                                           $         29,511       

(7,736)


Cash flows provided by (used in) investing
activities                                                     17,336       

(6,434)


Cash flows (used in) provided by financing
activities                                                   (22,237)       

89,725


Net increase in cash, cash equivalents and
restricted cash                                      $         24,610       

75,555


Cash, cash equivalents and restricted cash at
beginning of period                                            90,387       

21,287


Cash, cash equivalents and restricted cash at end
of period                                            $        114,997

96,842

Cash Flows from Operating Activities



The Company's cash provided by operating activities increased by $37.2 million
during the nine months ended September 30, 2021 compared to the same 2020 period
primarily due to higher sales of real estate inventory by BBXRE, higher
operating distributions from unconsolidated real estate joint ventures, and
lower operating losses at BBX Sweet Holdings, partially offset by cash used in
Renin's operating activities, including inventory purchases. The decrease in
operating losses at BBX Sweet Holdings during the 2021 period compared to the
2020 period was primarily the result of operating losses incurred by IT'SUGAR
during the 2020 period.

Cash Flows from Investing Activities



The Company's cash provided by investing activities increased by $23.8 million
during the nine months ended September 30, 2021 compared to the same 2020 period
primarily due to higher returns of investments in unconsolidated real estate
joint ventures, $6.9 million of cash acquired in connection with the
consolidation of IT'SUGAR, and higher proceeds from the repayment of loans in
the legacy asset portfolio held by the Company.

                                       53

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Cash Flows from Financing Activities



The Company's cash used in financing activities increased by $112.0 million
during the nine months ended September 30, 2021 compared to the same 2020
period, which was primarily due to a $94.3 million net transfer of cash from
Bluegreen Vacations during the 2020 period and the repurchase of $19.8 million
of Class A and Class B Common Stock during the 2021 period, partially offset by
a $2.4 million decrease in the repayments of notes payable and other borrowings
in 2021 as compared to the 2020 period.

Seasonality

BBX Sweet Holdings' businesses are subject to seasonal fluctuations in trade
sales, which causes fluctuations in BBX Sweet Holdings' quarterly results of
operations. Historically, IT'SUGAR has generated its strongest retail trade
sales during the months from June through August, as well as during the month of
December, when families are generally on vacation, while BBX Sweet Holdings'
other operating businesses generally generate their strongest trade sales during
the fourth quarter in connection with various holidays in the United States.

Commitments

The Company's material commitments as of September 30, 2021 included the required payments due on notes payable and other borrowings and commitments under non-cancelable operating leases.



The following table summarizes the contractual minimum principal and interest
payments required on the Company's outstanding debt and payments required on the
Company's non-cancelable operating leases by period due date as of September 30,
2021 (in thousands):

                                                  Payments Due by Period
                                                                          Unamortized
                                                                              Debt
                        Less than      1 - 3       4 - 5      After 5       Issuance
Contractual
Obligations (1)          1 year        Years       Years       Years         Costs          Total
Notes payable and
other borrowings       $       943       7,765      44,702      13,684            (619)      66,475
Noncancelable
operating leases             3,405      34,186      28,078      36,803                -     102,472
Purchase an
additional 40%
interest in the
Altman Companies (2)             -       9,400           -           -                -       9,400
Total contractual
obligations                  4,348      51,351      72,780      50,487            (619)     178,347
Interest Obligations
(3)
Notes payable and
other borrowings             2,722       5,419       4,252      10,473                -      22,866
Total contractual
interest                     2,722       5,419       4,252      10,473                -      22,866
Total contractual
obligations            $     7,070      56,770      77,032      60,960      

(619) 201,213

(1)The above table excludes certain additional amounts that the Company may invest in the Altman Companies or its sponsored joint ventures.



(2)Subject to certain adjustments, including, but not limited to, reimbursements
for excess working capital and predevelopment expenditures incurred at the time
of purchase.

(3)Assumes that the scheduled minimum principal payments are made in accordance
with the table above and the interest rate on variable rate debt remains the
same as the rate at September 30, 2021.

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Liquidity and Capital Resources



As of September 30, 2021, the Company had cash, cash equivalents, and short-term
investments of approximately $118.2 million. Management believes that the
Company has sufficient liquidity to fund operations, including anticipated
working capital, capital expenditure, and debt service requirements, and respond
to the challenges related to the COVID-19 pandemic and current economic
environment for the foreseeable future, subject to mitigation and cost reduction
efforts and management's determination of whether and/or the extent to which it
will fund the operations and commitments of its subsidiaries. As previously
disclosed, management has evaluated and will continue to evaluate the potential
operating deficits, commitments, and liquidity requirements of its subsidiaries
and may determine not to provide additional funding or capital to subsidiaries
whose operations it believes may not be sustainable or do not support additional
investment.

The Company's principal sources of liquidity have historically been its
available cash and short-term investments, distributions from unconsolidated
real estate joint ventures, proceeds received from sales of real estate,
including lot sales at the Beacon Lake Community development, and contributions
from Bluegreen Vacations. However, as a result of the spin-off of BBX Capital
from Bluegreen Vacations, the Company no longer receives capital contributions
from Bluegreen Vacations. As a result, the Company believes that its primary
source of liquidity for the foreseeable future will be its available cash, cash
equivalents, and short-term investments, distributions from unconsolidated real
estate joint ventures, and proceeds received from sales of real estate.

In addition, the Company expects to receive quarterly interest payments on the
$75.0 million promissory note that was issued by Bluegreen Vacations in favor of
BBX Capital in connection with the spin-off. Amounts outstanding under the note
accrue interest at a rate of 6% per annum, with interest payments scheduled to
occur on a quarterly basis. However, Bluegreen Vacations may elect to defer such
quarterly interest payments, with interest on the entire outstanding balance
thereafter to accrue at a cumulative, compounded rate of 8% per annum until such
time as Bluegreen Vacations is current on all accrued payments under the note,
including deferred interest. All outstanding amounts under the note will become
due and payable on September 30, 2025 or earlier upon certain other events.
Bluegreen Vacations is permitted to prepay the note in whole or in part at any
time.

The Company believes that its current financial condition will allow it to meet
its anticipated near-term liquidity needs. The Company may also seek additional
liquidity from outside sources, including traditional bank financing, secured or
unsecured indebtedness, or the issuance of equity and/or debt securities.
However, these alternatives may not be available to the Company on attractive
terms, or at all. The inability to raise any needed funds through the sources
discussed above would have a material adverse effect on the Company's business,
results of operations, and financial condition.

Anticipated and Potential Liquidity Requirements



The Company currently expects to use its available liquidity to fund operations
(including corporate expenses, working capital, capital expenditures, debt
service requirements, and the Company's other commitments described above) and
make additional investments in real estate, its existing operating businesses,
or other opportunities. However, as discussed above, the Company's management
intends to evaluate any operating deficits, commitments, and liquidity
requirements of its subsidiaries as a result of the impact of the COVID-19
pandemic on operations and general economic conditions and may make a
determination that it will not provide additional funding or capital to its
subsidiaries.

In November 2018, BBXRE acquired a 50% membership interest in the Altman
Companies, a joint venture between BBXRE and Joel Altman engaged in the
development, construction, and management of multifamily apartment communities.
Although the Altman Companies generates revenues from the performance of
development, general contractor, leasing, and property management services to
the joint ventures that are formed to invest in the development projects that it
originates, it is expected that any profits generated for BBXRE and Joel Altman
would primarily be through the equity distributions that BBXRE and Joel Altman
receive through their investment in the managing member of such joint ventures.
Therefore, as the timing of any such distributions to BBXRE and Joel Altman is
generally contingent upon the sale or refinancing of a completed development
project, it is anticipated that BBXRE and Joel Altman will be required to
contribute capital to the Altman Companies for its ongoing operating costs and
predevelopment expenditures, as well as to the managing member of newly formed
joint ventures. BBXRE currently anticipates that it will invest approximately
$2.0 million to $3.0 million in the Altman Companies and certain related joint
ventures during the remainder of 2021 for planned predevelopment expenditures,
ongoing operating costs, and potential operating shortfalls related to certain
projects. Further, based on its current pipeline of new potential development
projects, BBXRE currently estimates that it may invest an additional
$8.0 million to $9.0 million in the managing member of newly formed joint
ventures during the remainder of 2021; however, the timing of the

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commencement of such projects may result in such estimated investments being
made in 2022 or a later period. As previously disclosed, BBXRE may also consider
opportunistically making increased equity investments in one or more new
projects originated by the Altman Companies. Furthermore, in the event the
Altman Companies closes on development financing for additional projects, BBXRE
expects that it would be required to contribute an estimated additional
$1.25 million to ABBX Guaranty, LLC, a joint venture between BBXRE and Joel
Altman that provides guarantees on the indebtedness and construction cost
overruns of new real estate joint ventures formed by the Altman Companies.
However, based on its current pipeline of new potential development projects,
BBXRE currently expects that its contribution to ABBX Guaranty, LLC will occur
in 2022.

Pursuant to the operating agreement of the Altman Companies, BBXRE is required
to acquire an additional 40% equity interest in the Altman Companies from Joel
Altman for a purchase price of $9.4 million, subject to certain adjustments, in
January 2023. Joel Altman can also, at his option or in other predefined
circumstances, require BBXRE to purchase his remaining 10% equity interest in
the Altman Companies for $2.4 million. In addition, in certain circumstances,
BBXRE may acquire the 40% membership interests in the affiliated
Altman-Glenewinkel Construction that are not owned by the Altman Companies for a
purchase price based on prescribed formulas in the operating agreement of
Altman-Glenewinkel Construction.

The operating agreements of certain of the Company's real estate joint ventures
contain customary buy-sell provisions which could result in either the sale of
the Company's interest or the use of available cash to acquire the partner's
interest, and the Company's commitments and liquidity requirements described
above do not include amounts that the Company would pay as a result of the
initiation of these provisions. BBXRE has recently been engaged in negotiations
with its partner in one of its existing joint ventures related to the possible
initiation of the buy-sell provision within the operating agreement for the
venture or a similar transaction pursuant to which BBXRE might purchase the
partner's interest in the venture or the partner might purchase BBXRE's interest
in the venture. The partner that purchases the other partner's interest would
also assume the joint venture's debt and be required to provide a guaranty on
the debt. However, as of this date, the terms of the buy-sell provision have not
been initiated.

 In October 2020, BBX Capital's board of directors approved a share repurchase
program which authorized the repurchase of up to $10.0 million of shares of BBX
Capital's Class A Common Stock and Class B Common Stock, and in September 2021,
BBX Capital's board of directors approved an increase in the program from
$10.0 million of shares to $20.0 million of shares. The stock repurchase
authorization does not obligate the Company to repurchase any specific number of
shares and may be suspended, modified, or terminated at any time by BBX
Capital's board of directors without prior notice. During the nine months ended
September 30, 2021, BBX Capital purchased 1,119,813 shares of its Class A Common
Stock and 14,394 of its Class B Common Stock for approximately $8.3 million
under the share repurchase program at an average cost of $7.33 per share,
including fees. As of September 30, 2021, BBX Capital may repurchase up to an
additional $11.7 million of shares under its share repurchase program. The
tender offer described below was not consummated under the share repurchase
program and did not impact the amount of shares that may be repurchased under
the program.

In May 2021, BBX Capital commenced a cash tender offer to purchase up to
4,000,000 shares of its Class A Common Stock at a purchase price of $6.75 per
share, and in June 2021, BBX Capital amended the terms of the tender offer to
increase the purchase price from $6.75 per share to $8.00 per share and reduce
the number of shares sought to be purchased from 4,000,000 shares to 3,500,000
shares. In July 2021, BBX Capital purchased 1,402,785 shares of its Class A
Common Stock pursuant to the cash tender offer at a purchase price of $8.00 per
share for an aggregate purchase price of approximately $11.4 million, including
fees. The shares purchased in the tender offer represented approximately 9.3% of
the total number of outstanding shares of BBX Capital's Class A Common Stock and
7.5% of BBX Capital's total issued and outstanding equity, which includes the
issued and outstanding shares of BBX Capital's Class B Common Stock, at the time
that the tender offer was completed.

In September 2021, BBX Capital contributed $5.0 million to Renin to provide
additional liquidity for working capital requirements as a result of the impact
of global supply chain disruptions on Renin's operations, and in November 2021,
BBX Capital contributed an additional $10.0 million to Renin for such purposes.
Further, BBX Capital may consider providing additional funds to Renin in future
periods to fund working capital and its commitments. However, as discussed
above, BBX Capital's management evaluates the operating results, financial
condition, commitments and prospects of its subsidiaries on an ongoing basis and
may determine that it will not provide additional funding or capital to its
subsidiaries, including Renin.

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Credit Facilities with Future Availability



Toronto-Dominion Commercial Bank Credit Facility ("TD Bank"). Renin has a credit
facility with TD Bank that includes a $30.0 million term loan (the "Term Loan")
and a revolving operating loan of up to $20.0 million (which amount was
increased as described below) (the "Operating Loan"), both of which mature in
October 2025. As of September 30, 2021, the outstanding amounts under the Term
Loan and Operating Loan were $28.3 million and $22.6 million, respectively, with
effective interest rates of 3.27% and 4.75%, respectively.

As previously described, Renin's credit facility was amended in July 2021 and
November 2021. As a result of such amendments, the availability under the
Operating Loan was increased from $20.0 million to $24.0 million through
December 31, 2022. at which time the availability under the line of credit will
revert to $20.0 million and any amounts outstanding in excess of $20.0 million
must be repaid by Renin. In addition, the November amendment to the credit
facility i) waived the requirement for Renin to comply with the maximum total
leverage ratio included in the financial covenants of the facility as of
September 30, 2021 (but does not waive the requirement for any future period),
ii) extended the prior increase in the maximum total leverage ratio through
December 31, 2022, iii) modified the calculation of the maximum total leverage
ratio, and iv) included an additional financial covenant related to Renin
meeting certain minimum levels of specified operating results from November 2021
through December 2022. Further, the November amendment prohibits Renin from
making distributions to BBX Capital through December 31, 2022. On January 1,
2023, the financial covenants under the facility and Renin's ability to make
distributions to the Company will revert to the requirements under the facility
prior to the amendments in 2021.

As a result of increased costs, higher inventory levels, and the increased time
between purchases of inventory and receipt of payments from customers, Renin
expects that it will be required to utilize substantially all of its
availability under the Operating Loan in the near future. Further, the effects
of the current economic environment, including increased costs and the potential
loss of customers following efforts to increase prices, could impact Renin's
ability to remain in compliance with the financial covenants under its credit
facility. This in turn could limit the extent of availability, if any, under the
Operating Loan in future periods, require Renin to provide additional
collateral, and/or require Renin to repay all or a portion of the borrowings
from TD Bank prior to scheduled maturity.

As described in Note 12 to the Company's condensed consolidated financial
statements included in Item 1 of this report, Renin has been engaged in a
dispute with one of its suppliers and recognized costs related to this dispute
during the year ended December 31, 2020. If Renin is unable to establish that it
is entitled to damages from the supplier and is ultimately required to pay the
supplier for all outstanding amounts due to it, it would cause Renin to be out
of compliance with the covenants in its TD Bank facility. If Renin is unable to
comply with its covenants, it would be required to seek a waiver from the bank.
If a waiver is required and Renin is unable to obtain a waiver, Renin could lose
availability under its line of credit, be required to provide additional
collateral, and/or repay all or a portion of its borrowings, any of which would
have a material adverse effect on the Company's liquidity, financial position,
and results.

LOCS Credit Facility. In July 2021, BBX Sweet Holdings and certain of its
subsidiaries, including Las Olas Confections and Snacks, entered into a credit
agreement (the "LOCS Credit Facility") with IberiaBank which provides for a
revolving line of credit of up to $2.5 million that matures in July 2023.
Amounts outstanding under the LOCS Credit Facility bear interest at the higher
of the Wall Street Journal Prime Rate plus 50 basis points or 3.0% per annum,
and the facility requires monthly payments of interest only, with any
outstanding principal and accrued interest due at the maturity date. The LOCS
Credit Facility is collateralized by a blanket lien on all of the assets of the
borrowers under the facility and is guaranteed by BBX Capital. The facility
contains certain financial covenants, including a minimum liquidity requirement
for BBX Capital as guarantor under the facility and a requirement that the
borrowers maintain a zero balance on the facility for thirty consecutive days
during each calendar year during the term of the facility. As of September 30,
2021, the outstanding amount under the credit facility was $2.0 million, and the
effective interest rate was 3.75%.

Off-balance-sheet Arrangements

BBX Capital guarantees certain obligations of its wholly-owned subsidiaries and
unconsolidated real estate joint ventures as described in further detail in Note
12 to the Company's condensed consolidated financial statements included in Item
1 of this report.

The Company has investments in joint ventures involved in the development of
multifamily rental apartment communities, as well as single-family master
planned for sale housing communities. The Company's investments in these joint
ventures are primarily accounted for under the equity method of accounting, and
as a result, the Company

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does not include the assets and liabilities of these joint ventures in its
financial statements. As of September 30, 2021 and December 31, 2020, the
Company's investments in these joint ventures totaled $49.1 million and
$58.0 million, respectively. These unconsolidated real estate joint ventures
generally finance their activities with a combination of debt financing and
equity. The Company generally does not directly guarantee the financing of these
joint ventures, other than as described in Note 12 to the Company's condensed
consolidated financial statements included in Item 1 of this report, and the
Company's maximum exposure to losses from these joint ventures is its equity
investment. The Company is typically not obligated to fund additional capital to
its joint ventures; however, the Company's interest in a joint venture may be
diluted if the Company elects not to fund a joint venture capital call.

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