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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the Quarter Ended September 30, 2020

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

Commission File Number

001-09071

Bluegreen Vacations Holding Corporation

(Exact name of registrant as specified in its charter)


Florida		59-2022148
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida		33301
(Address of principal executive office)		(Zip Code)

(954) 940-4900

(Registrant's telephone number, including area code)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $.01 par value

(including associated Preferred Share Purchase Rights)

BVH

New York Stock Exchange

Not Applicable

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

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

YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [ ]	Accelerated filer[X]	Non-accelerated filer [ ]	Smaller reporting company [ ]
Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [ ] NO [ X ]

The number of shares outstanding of each of the registrant’s classes of common stock as of November 4, 2020 is as follows:

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements



Bluegreen Vacations Holding Corporation
Condensed Consolidated Statements of Financial Condition - Unaudited
(In thousands, except share data)

	September 30,		December 31,
	2020		2019
ASSETS
Cash and cash equivalents	$	211,110		335,846
Restricted cash ($15,135 in 2020 and $22,534 in 2019 in variable interest entities ("VIEs"))		35,672		49,896
Notes receivable		559,918		589,198
Less: Allowance for loan loss		(149,805)		(140,630)
Notes receivable, net ($271,539 in 2020 and $292,590 in 2019 in VIEs)		410,113		448,568
Vacation ownership interest ("VOI") inventory		350,345		346,937
Property and equipment, net		93,046		99,670
Intangible assets, net		61,452		61,515
Operating lease assets		19,667		21,498
Other assets		58,168		68,477
Discontinued operations total assets		—		360,861
Total assets	$	1,239,573		1,793,268
LIABILITIES AND EQUITY
Liabilities:
Accounts payable	$	17,794		16,662
Deferred income		14,635		18,074
Escrow deposits		15,967		22,711
Other liabilities		78,278		99,320
Receivable-backed notes payable - recourse		77,417		88,569
Receivable-backed notes payable - non-recourse (in VIEs)		303,301		334,246
Note payable to BBX Capital, Inc.		75,000		—
Notes payable and other borrowings		160,671		146,160
Junior subordinated debentures		137,937		137,254
Operating lease liabilities		21,177		22,957
Deferred income taxes		84,224		89,855
Discontinued operations total liabilities		—		173,381
Total liabilities		986,401		1,149,189
Commitments and contingencies (See Note 8)
Redeemable noncontrolling interest		—		4,009
Equity:
Preferred stock of $0.01 par value; authorized 10,000,000 shares		—		—
Class A Common Stock of $0.01 par value; authorized 30,000,000 shares;
issued and outstanding 15,624,091 in 2020 and 15,106,067 in 2019		156		151
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares;
issued and outstanding 3,693,596 in 2020 and 3,191,571 in 2019		37		32
Additional paid-in capital		177,104		153,507
Accumulated earnings		—		394,551
Accumulated other comprehensive income		—		1,554
Total shareholders' equity		177,297		549,795
Noncontrolling interests		75,875		90,275
Total equity		253,172		640,070
Total liabilities and equity	$	1,239,573		1,793,268


See Notes to Condensed Consolidated Financial Statements - Unaudited

‎



Bluegreen Vacations Holding Corporation
Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited
(In thousands, except per share data)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Revenues:
Sales of VOIs	$	59,265		66,318		113,447		186,351
Fee-based sales commissions		22,119		60,478		64,619		161,033
Other fee-based services		27,831		33,744		83,558		94,015
Cost reimbursements		15,684		17,883		46,654		48,933
Interest income		19,346		21,586		59,963		63,969
Other revenue		—		28		—		70
Total revenues		144,245		200,037		368,241		554,371
Costs and Expenses:
Cost of VOIs sold		3,597		3,121		8,734		17,541
Cost of other fee-based services		20,861		22,872		61,107		63,913
Cost reimbursements		15,684		17,883		46,654		48,933
Interest expense		7,968		11,754		27,668		34,270
Selling, general and administrative expenses		120,933		130,032		281,237		394,280
Total costs and expenses		169,043		185,662		425,400		558,937
Other (expense) income		(339)		2,204		186		4,364
(Loss) income before income taxes		(25,137)		16,579		(56,973)		(202)
Provision for income taxes		(201)		(8,152)		(441)		(4,658)
Net (loss) income from continuing operations		(25,338)		8,427		(57,414)		(4,860)
Discontinued operations
(Loss) income from operations		(5,759)		24,603		(41,593)		38,785
Benefit (provision) for income taxes		8,623		(6,530)		9,067		(10,411)
Net income (loss) from discontinued operations		2,864		18,073		(32,526)		28,374
Net (loss) income		(22,474)		26,500		(89,940)		23,514
Less: Income attributable to noncontrolling interests - continuing operations		3,357		4,210		4,314		11,441
Less: (Loss) attributable to noncontrolling interests - discontinued operations		(509)		(98)		(4,822)		(166)
Net (loss) income attributable to shareholders	$	(25,322)		22,388		(89,432)		12,239
Basic (loss) earnings per share from continuing operations	$	(1.53)		0.23		(3.35)		(0.88)
Basic earnings (loss) per share from discontinued operations		0.18		0.98		(1.50)		1.53
Basic (loss) earnings per share	$	(1.35)		1.21		(4.85)		0.65
Diluted (loss) earnings per share from continuing operations	$	(1.53)		0.22		(3.35)		(0.88)
Diluted earnings (loss) per share from discontinued operations		0.18		0.97		(1.50)		1.53
Diluted (loss) earnings per share	$	(1.35)		1.19		(4.85)		0.65
Basic weighted average number of common shares outstanding		18,731		18,518		18,442		18,601
Diluted weighted average number of common and common equivalent shares outstanding		18,731		18,812		18,442		18,601
Cash dividends declared per Class A common share	$	—		0.0625		—		0.1875
Cash dividends declared per Class B common share	$	—		0.0625		—		0.1875

Net (loss) income	$	(22,474)		26,500		(89,940)		23,514
Other comprehensive income (loss), net of tax:


Bluegreen Vacations Holding Corporation TABLE OF CONTENTS

Part I.
Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition as of September 30, 2020 and December 31, 2019 - Unaudited	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019 - Unaudited	2
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2020 and 2019 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 - Unaudited	5
	Notes to Condensed Consolidated Financial Statements - Unaudited	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	58
Item 4.	Controls and Procedures	58

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 6.	Exhibits	61
	Signatures	62