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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 June 30, 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: (561) 912-8000

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	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 August 2, 2021 is as follow:

Class A Common Stock of $.01 par value, 18,293,575 shares outstanding

Class B Common Stock of $.01 par value, 3,690,564 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)


	June 30,		December 31,
	2021		2020
ASSETS
Cash and cash equivalents	$	216,112	$	221,118
Restricted cash ($17,960 and $20,469 in VIEs at June 30, 2021
and December 31, 2020, respectively)		46,651		35,986
Notes receivable		560,320		551,393
Less: Allowance for loan losses		(145,718)		(142,044)
Notes receivable, net ($278,285 and $292,021 in VIEs
at June 30, 2021 and December 31, 2020, respectively)		414,602		409,349
Vacation ownership interest ("VOI") inventory		343,362		347,122
Property and equipment, net		90,562		90,049
Intangible assets, net		61,390		61,431
Operating lease assets		37,648		34,415
Prepaid expenses		21,525		9,367
Other assets		42,401		41,282
Total assets	$	1,274,253	$	1,250,119

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable	$	17,578	$	10,559
Deferred income		15,124		15,745
Accrued liabilities and other		119,697		93,971
Receivable-backed notes payable - recourse		32,076		38,500
Receivable-backed notes payable - non-recourse ($322,565 and $341,532
in VIEs at June 30, 2021 and December 31, 2020)		357,162		355,833
Note payable to BBX Capital, Inc.		75,000		75,000
Other notes payable and borrowings		110,214		138,386
Junior subordinated debentures		134,448		138,177
Operating lease liabilities		39,389		35,904
Deferred income taxes		81,913		85,314
Total liabilities		982,601		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 18,293,576 in 2021 and 15,624,091 in 2020		183		156
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares;
issued and outstanding 3,690,564 in 2021 and 3,693,596 in 2020		37		37
Additional paid-in capital		200,298		177,104
Accumulated earnings		33,061		10,586
Total Bluegreen Vacations Holding Corporation shareholders' equity		233,579		187,883
Non-controlling interest		58,073		74,847
Total shareholders' equity		291,652		262,730
Total liabilities and shareholders' equity	$	1,274,253	$	1,250,119

See accompanying Notes to Consolidated Financial Statements - Unaudited
‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands, except per share data)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenue:
Gross sales of VOIs	$	110,300	$	10,900	$	178,550	$	86,381
Provision for loan losses		(18,488)		(1,846)		(30,807)		(32,199)
Sales of VOIs		91,812		9,054		147,743		54,182
Fee-based sales commission revenue		35,618		1,135		61,336		42,500
Other fee-based services revenue		30,442		26,413		59,339		55,727
Cost reimbursements		15,552		11,850		32,160		30,970
Interest income		19,595		19,418		38,856		40,618
Other income, net		439		355		278		525
Total revenues		193,458		68,225		339,712		224,522
Costs and Expenses:
Cost of VOIs sold		7,024		1,038		12,193		5,137
Cost of other fee-based services		15,647		18,535		32,732		40,246
Cost reimbursements		15,552		11,850		32,160		30,970
Interest expense		8,876		9,558		18,611		19,456
Selling, general and administrative expenses		114,786		49,820		205,750		160,305
Total costs and expenses		161,885		90,801		301,446		256,114
Income (loss) before income taxes		31,573		(22,576)		38,266		(31,592)
Provision for income taxes		(7,694)		(2,391)		(8,883)		(938)
Income (loss) from continuing operations		23,879		(24,967)		29,383		(32,530)
Discontinued operations
Loss from operations		—		(8,448)		—		(36,077)
(Provision) benefit for income taxes		—		(3,236)		—		1,141
Net loss from discontinued operations		—		(11,684)		—		(34,936)
Net income (loss)		23,879		(36,651)		29,383		(67,466)
Less: Income attributable to noncontrolling interests - continuing operations		4,378		5		6,908		956
Less: Loss attributable to noncontrolling interests - discontinued operations		—		(856)		—		(4,312)
Net income (loss) attributable to shareholders	$	19,501	$	(35,800)	$	22,475	$	(64,110)

Basic earnings (loss) per share from continuing operations	$	0.93	$	(1.36)	$	1.12	$	(1.83)
Basic loss per share from discontinued operations		—		(0.59)		—		(1.67)
Basic earnings (loss) per share	$	0.93	$	(1.95)	$	1.12	$	(3.50)
Diluted earnings (loss) per share from continuing operations	$	0.93	$	(1.36)	$	1.12	$	(1.83)
Diluted loss per share from discontinued operations		—		(0.59)		—		(1.67)
Diluted earnings (loss) per share	$	0.93	$	(1.95)	$	1.12	$	(3.50)
Basic weighted average number of common shares outstanding		20,912		18,298		20,128		18,298
Diluted weighted average number of common and common equivalent shares outstanding		20,912		18,298		20,128		18,298
Cash dividends declared per Class A and B common shares	$	—	$	—	$	—	$	—

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) – (Continued)

(In thousands, except per share data)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020

Net income (loss)	$	23,879	$	(36,651)	$	29,383	$	(67,466)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments		—		195		—		(355)
Unrealized loss on securities available for sale		—		41		—		4
Other comprehensive loss, net		—		236		—		(351)
Comprehensive income (loss), net of tax		23,879		(36,415)		29,383		(67,817)
Less: Comprehensive income (loss) attributable to noncontrolling interests		4,378		(851)		6,908		(3,356)
Comprehensive income (loss) attributable to shareholders	$	19,501	$	(35,564)	$	22,475	$	(64,461)

See accompanying Notes to Consolidated Financial Statements - Unaudited

‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except share data)

Shares of

Common Stock

Common

Accumulated

Outstanding

Stock

Additional

Other

Total


		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	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	65

PART II
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 5	Other information	66
Item 6.	Exhibits	67

SIGNATURES