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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 September 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 November 1, 2021 is as follow:

Class A Common Stock of $.01 par value, 17,312,422 shares outstanding

Class B Common Stock of $.01 par value, 3,664,412 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)


	September 30,		December 31,
	2021		2020
ASSETS
Cash and cash equivalents	$	216,567	$	221,118
Restricted cash ($17,341 and $20,469 in VIEs at September 30, 2021
and December 31, 2020, respectively)		44,671		35,986
Notes receivable		589,277		551,393
Less: Allowance for loan losses		(152,540)		(142,044)
Notes receivable, net ($257,947 and $292,021 in VIEs
at September 30, 2021 and December 31, 2020, respectively)		436,737		409,349
Vacation ownership interest ("VOI") inventory		341,562		347,122
Property and equipment, net		89,868		90,049
Intangible assets, net		61,369		61,431
Operating lease assets		35,016		34,415
Prepaid expenses		19,792		9,367
Other assets		38,075		41,282
Total assets	$	1,283,657	$	1,250,119

LIABILITIES AND EQUITY
Liabilities
Accounts payable	$	15,375	$	10,559
Deferred income		14,680		15,745
Accrued liabilities and other		133,175		93,971
Receivable-backed notes payable - recourse		22,500		38,500
Receivable-backed notes payable - non-recourse ($297,531 and $341,532
in VIEs at September 30, 2021 and December 31, 2020, respectively)		358,527		355,833
Note payable to BBX Capital, Inc.		75,000		75,000
Other notes payable and borrowings		108,979		138,386
Junior subordinated debentures		134,694		138,177
Operating lease liabilities		38,662		35,904
Deferred income taxes		83,512		85,314
Total liabilities		985,104		987,389
Commitments and contingencies - See Note 9
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 17,312,422 in 2021 and 15,624,091 in 2020		173		156
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares;
issued and outstanding 3,664,412 in 2021 and 3,693,596 in 2020		37		37
Additional paid-in capital		179,892		177,104
Accumulated earnings		56,188		10,586
Total Bluegreen Vacations Holding Corporation equity		236,290		187,883
Non-controlling interest		62,263		74,847
Total equity		298,553		262,730
Total liabilities and equity	$	1,283,657	$	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 Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue:
Gross sales of VOIs	$	128,090	$	71,149	$	306,640	$	157,530
Provision for loan losses		(20,707)		(11,884)		(51,514)		(44,083)
Sales of VOIs		107,383		59,265		255,126		113,447
Fee-based sales commission revenue		35,585		22,119		96,921		64,619
Other fee-based services revenue		31,920		27,831		91,259		83,558
Cost reimbursements		18,699		15,684		50,859		46,654
Interest income		20,931		19,345		59,787		59,963
Other income, net		—		—		157		186
Total revenues		214,518		144,244		554,109		368,427
Costs and Expenses:
Cost of VOIs sold		7,482		3,597		19,675		8,734
Cost of other fee-based services		11,768		20,861		44,500		61,107
Cost reimbursements		18,699		15,684		50,859		46,654
Interest expense		8,660		8,212		27,271		27,668
Selling, general and administrative expenses		132,496		120,932		338,246		281,237
Other expense, net		121		339		—		—
Total costs and expenses		179,226		169,625		480,551		425,400
Income (loss) before income taxes		35,292		(25,381)		73,558		(56,973)
(Provision) benefit for income taxes		(7,975)		497		(16,858)		(441)
Income (loss) from continuing operations		27,317		(24,884)		56,700		(57,414)
Discontinued operations
Loss from discontinued operations		—		(5,516)		—		(41,593)
Benefit for income taxes		—		7,926		—		9,067
Net income (loss) from discontinued operations		—		2,410		—		(32,526)
Net income (loss)		27,317		(22,474)		56,700		(89,940)
Less: Income attributable to noncontrolling interests - continuing operations		4,190		3,358		11,098		4,314
Less: Loss attributable to noncontrolling interests - discontinued operations		—		(510)		—		(4,822)
Net income (loss) attributable to shareholders	$	23,127	$	(25,322)	$	45,602	$	(89,432)

Basic earnings (loss) per share from continuing operations	$	1.07	$	(1.51)	$	2.21	$	(3.35)
Basic earnings (loss) per share from discontinued operations		—		0.16		—		(1.50)
Basic earnings (loss) per share ⁽¹⁾	$	1.07	$	(1.35)	$	2.21	$	(4.85)
Diluted earnings (loss) per share from continuing operations	$	1.06	$	(1.51)	$	2.21	$	(3.35)
Diluted earnings (loss) per share from discontinued operations		—		0.16		—		(1.50)
Diluted earnings (loss) per share ⁽¹⁾	$	1.06	$	(1.35)	$	2.21	$	(4.85)
Cash dividends declared per Class A and B common shares	$	—	$	—	$	—	$	—

⁽¹⁾Basic and Diluted EPS are calculated the same for both 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 Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020

Net income (loss)	$	27,317	$	(22,474)	$	56,700	$	(89,940)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		—		157		—		(198)
Unrealized gain on securities available for sale		—		15		—		19
Other comprehensive income (loss), net		—		172		—		(179)
Comprehensive income (loss), net of tax		27,317		(22,302)		56,700		(90,119)
Less: Comprehensive income (loss) attributable to noncontrolling interests		4,190		2,848		11,098		(508)
Comprehensive income (loss) attributable to shareholders	$	23,127	$	(25,150)	$	45,602	$	(89,611)

See accompanying Notes to Consolidated Financial Statements - Unaudited

‎


		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 Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	61

PART II
Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	62
Item 2	Unrestricted Sales of Equity Securities and Use of Proceeds	62
Item 6.	Exhibits	63

SIGNATURES