bvh-20210331x10q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 March 31, 2021

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

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		(I.R.S. Employer
	incorporation or organization)		Identification No.)

4960 Conference Way North, Suite 100, Boca Raton, Florida 33431

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (954) 940-4900

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

Ding

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

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, 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 x
	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 Act). Yes ¨ No x

The number of shares outstanding of each of the registrant’s classes of common stock as of May 6, 2021 is as follow:

Class A Common Stock of $.01 par value, 18,287,998 shares outstanding

Class B Common Stock of $.01 par value, 3,693,564 shares outstanding

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)


	March 31,		December 31,
	2021		2020
ASSETS
Cash and cash equivalents	$	199,150	$	221,118
Restricted cash ($18,297 and $20,469 in VIEs at March 31, 2021
and December 31, 2020, respectively)		40,736		35,986
Notes receivable		544,806		551,393
Less: Allowance for loan losses		(143,242)		(142,044)
Notes receivable, net ($269,082 and $292,021 in VIEs
at March 31, 2021 and December 31, 2020, respectively)		401,564		409,349
Vacation ownership interest ("VOI") inventory		345,090		347,122
Property and equipment, net		90,257		90,049
Intangible assets, net		61,411		61,431
Operating lease assets		33,927		34,415
Prepaid expenses		25,990		9,367
Other assets		39,503		41,282
Total assets	$	1,237,628	$	1,250,119

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable	$	13,708	$	10,559
Deferred income		15,257		15,745
Accrued liabilities and other		101,930		93,971
Receivable-backed notes payable - recourse		35,975		38,500
Receivable-backed notes payable - non-recourse ($325,317 and
$341,532 in VIEs at March 31, 2021 and December 31, 2020)		364,933		355,833
Note payable to BBX Capital, Inc.		75,000		75,000
Note payable and other borrowing		111,450		138,386
Junior subordinated debentures		134,391		138,177
Operating lease liabilities		35,876		35,904
Deferred income taxes		80,874		85,314
Total liabilities		969,394		987,389
Commitments and Contingencies - See Note 9
Shareholders' 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 15,624,123 in 2021 and 15,624,091 in 2020		156		156
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares;
issued and outstanding 3,693,564 in 2021 and 3,693,596 in 2020		37		37
Additional paid-in capital		177,104		177,104
Accumulated earnings		13,560		10,586
Total Bluegreen Vacations Holding shareholders' equity		190,857		187,883
Non-controlling interest		77,377		74,847
Total shareholders' equity		268,234		262,730
Total liabilities and shareholders' equity	$	1,237,628	$	1,250,119

See accompanying Notes to Consolidated Financial Statements - Unaudited
‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In thousands, except per share data)


	Three Months Ended
	March 31,
	2021		2020
Revenue:
Gross sales of VOIs	$	68,250	$	75,481
Provision for loan losses		(12,319)		(30,353)
Sales of VOIs		55,931		45,128
Fee-based sales commission revenue		25,718		41,365
Other fee-based services revenue		28,897		29,314
Cost reimbursements		16,608		19,120
Interest income		19,261		21,200
Other income, net		—		170
Total revenues		146,415		156,297
Costs and Expenses:
Cost of VOIs sold		5,169		4,099
Cost of other fee-based services		17,085		21,711
Cost reimbursements		16,608		19,120
Interest expense		9,735		9,898
Selling, general and administrative expenses		90,964		110,485
Other expense, net		161		—
Total costs and expenses		139,722		165,313
Income (loss) before income taxes		6,693		(9,016)
(Provision) benefit for income taxes		(1,189)		1,453
Net income (loss) from continuing operations		5,504		(7,563)
Discontinued operations
Loss from operations		—		(27,629)
Benefit for income taxes		—		4,377
Net loss from discontinued operations		—		(23,252)
Net income (loss)		5,504		(30,815)
Less: Income attributable to noncontrolling interests - continuing operations		2,530		951
Less: Loss attributable to noncontrolling interests - discontinued operations		—		(3,456)
Net income (loss) attributable to shareholders	$	2,974	$	(28,310)

Basic earnings (loss) per share from continuing operations	$	0.15	$	(0.47)
Basic loss per share from discontinued operations		—		(1.08)
Basic earnings (loss) per share	$	0.15	$	(1.55)
Diluted earnings (loss) per share from continuing operations	$	0.15	$	(0.47)
Diluted loss per share from discontinued operations		—		(1.08)
Diluted earnings (loss) per share	$	0.15	$	(1.55)
Basic weighted average number of common shares outstanding		19,318		18,298
Diluted weighted average number of common and common equivalent shares outstanding ⁽¹⁾		19,318		18,298
Cash dividends declared per Class A common share	$	—	$	—
Cash dividends declared per Class B common share	$	—	$	—

(1)Approximately 1,016,981 shares of unvested restricted stock awards were not included in the computation of diluted earnings per share for the three months ended March 31, 2020 as the shares were antidilutive due to a loss for the period.

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In thousands, except per share data)


	Three Months Ended
	March 31,
	2021		2020

Net income (loss)	$	5,504	$	(30,815)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments		—		(550)
Unrealized loss on securities available for sale		—		(37)
Other comprehensive loss, net		—		(587)
Comprehensive income (loss) , net of tax		5,504		(31,402)
Less: Comprehensive income (loss) attributable to noncontrolling interests		2,530		(2,505)
Comprehensive income (loss) attributable to shareholders	$	2,974	$	(28,897)

See accompanying Notes to Consolidated Financial Statements - Unaudited.

‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except share data)


	Shares of
	Common Stock				Common								Accumulated
	Outstanding				Stock				Additional				Other		Total		Non-
	Class				Class				Paid-in		Accumulated		Comprehensive		Shareholders'		controlling		Total
	A		B		A		B		Capital		Earnings		Income		Equity		Interests		Equity
Balance, December 31, 2020		15,624		3,694	$	156	$	37	$	177,104	$	10,586	$	—	$	187,883	$	74,847	$	262,730
Net income		—		—		—		—		—		2,974		—		2,974		2,530		5,504
Balance, March 31, 2021		15,624		3,694	$	156	$	37	$	177,104	$	13,560	$	—	$	190,857	$	77,377	$	268,234


	Shares of
	Common Stock				Common								Accumulated
	Outstanding				Stock				Additional				Other		Total		Non-
	Class				Class				Paid-in		Accumulated		Comprehensive		Shareholders'		controlling		Total
	A		B		A		B		Capital		Earnings		Income		Equity		Interests		Equity
Balance, December 31, 2019		15,106		3,192	$	151	$	32	$	153,507	$	394,551	$	1,554	$	549,795	$	90,275	$	640,070
Net loss excluding $2,743 of loss attributable to redeemable noncontrolling interest		—		—		—		—		—		(28,310)		—		(28,310)		238		(28,072)
Other comprehensive loss		—		—


		Page
PART I
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Operations and Comprehensive Income (Unaudited)	4-5
	Consolidated Statements of Shareholders’ Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	54

PART II
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors
Item 6.	Exhibits	56

SIGNATURES		57