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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 end September 30, 2022

¨ 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, 2022 is as follows:

Class A Common Stock of $.01 par value, 16,110,212 shares outstanding

Class B Common Stock of $.01 par value, 3,664,117 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,
	2022		2021
ASSETS
Cash and cash equivalents	$	162,667	$	140,225
Restricted cash ($18,532 and $15,956 in VIEs at September 30, 2022
and December 31, 2021, respectively)		41,528		42,854
Notes receivable		718,291		609,429
Less: Allowance for loan losses		(195,881)		(163,107)
Notes receivable, net ($283,806 and $248,873 in VIEs
at September 30, 2022 and December 31, 2021, respectively)		522,410		446,322
Vacation ownership interest ("VOI") inventory		327,119		334,605
Property and equipment, net		84,305		87,852
Intangible assets, net		61,293		61,348
Operating lease assets		29,531		33,467
Prepaid expenses		16,659		25,855
Other assets		32,893		37,984
Total assets	$	1,278,405	$	1,210,512

LIABILITIES AND EQUITY
Liabilities
Accounts payable	$	17,337	$	14,614
Deferred income		15,566		13,690
Accrued liabilities and other		115,768		100,131
Receivable-backed notes payable - recourse		21,600		22,500
Receivable-backed notes payable - non-recourse (in VIEs)		348,512		340,154
Note payable to BBX Capital, Inc.		50,000		50,000
Note payable and other borrowings		116,303		97,125
Junior subordinated debentures		135,732		134,940
Operating lease liabilities		34,390		37,870
Deferred income taxes		108,804		95,688
Total liabilities		964,012		906,712
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 15,206,707 in 2022 and 17,118,392 in 2021		152		171
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares;
issued and outstanding 3,664,117 in 2022 and 3,664,412 in 2021		37		37
Additional paid-in capital		121,889		173,909
Accumulated earnings		119,994		69,316
Total Bluegreen Vacations Holding Corporation equity		242,072		243,433
Non-controlling interest		72,321		60,367
Total equity		314,393		303,800
Total liabilities and equity	$	1,278,405	$	1,210,512

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)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenue:
Gross sales of VOIs	$	185,902	$	128,090	$	472,295	$	306,640
Provision for loan losses		(30,684)		(20,707)		(73,789)		(51,514)
Sales of VOIs		155,218		107,383		398,506		255,126
Fee-based sales commission revenue		14,241		35,585		57,174		96,921
Other fee-based services revenue		34,559		31,920		98,553		91,259
Cost reimbursements		20,719		18,699		54,950		50,859
Interest income		25,803		20,931		71,506		59,787
Other income, net		296		-		774		157
Total revenues		250,836		214,518		681,463		554,109
Costs and Expenses:
Cost of VOIs sold		14,805		7,482		44,868		19,675
Cost of other fee-based services		15,377		11,768		41,732		44,500
Cost reimbursements		20,719		18,699		54,951		50,859
Interest expense		10,822		8,660		28,935		27,271
Selling, general and administrative expenses		152,881		132,496		421,339		338,246
Other expense, net		—		121		—		—
Total costs and expenses		214,604		179,226		591,825		480,551
Income before income taxes		36,232		35,292		89,638		73,558
Provision for income taxes		(8,586)		(7,975)		(20,948)		(16,858)
Net income		27,646		27,317		68,690		56,700
Less: Income attributable to noncontrolling interests		4,682		4,190		11,954		11,098
Net income attributable to shareholders	$	22,964	$	23,127	$	56,736	$	45,602

Comprehensive income attributable to shareholders	$	22,964	$	23,127	$	56,736	$	45,602

Basic earnings per share ⁽¹⁾	$	1.20	$	1.07	$	2.83	$	2.21
Diluted earnings per share ⁽¹⁾	$	1.19	$	1.06	$	2.81	$	2.21
Basic weighted average number of common shares outstanding		19,101		21,709		20,029		20,660
Diluted weighted average number of common and common equivalent shares outstanding		19,232		21,727		20,191		20,660
Cash dividends declared per Class A and B common shares	$	0.15	$	—	$	0.30	$	—

(1)Basic and Diluted EPS are calculated the same for both Class A and B common shares.

See accompanying Notes to Consolidated Financial Statements - Unaudited.

‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(In thousands)


	Shares of
	Common Stock				Common
	Outstanding				Stock				Additional				Total		Non-
	Class				Class				Paid-in		Accumulated		Shareholders'		Controlling		Total
	A		B		A		B		Capital		Earnings		Equity		Interests		Equity
Balance, December 31, 2021		17,118		3,665	$	171	$	37	$	173,909	$	69,316	$	243,433	$	60,367	$	303,800
Conversion of common stock from Class B to Class A		1		(1)		—		—		—		—		—		—		—
Share-based compensation		—		—		—		—		745		—		745		—		745
Purchase and retirement of common stock		(152)		—		(2)		—		(4,700)		—		(4,702)		—		(4,702)
Net income		—		—		—		—		—		15,988		15,988		3,220		19,208
Balance, March 31, 2022		16,967		3,664	$	169	$	37	$	169,954	$	85,304	$	255,464


		Page
PART I
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Operations and Comprehensive Income (Unaudited)	4
	Consolidated Statements of Equity (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50

PART II
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered sales of Equity Securities and Use of Proceeds	52
Item 6.	Exhibits	53

SIGNATURES		54