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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 March 31, 2023

¨ 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 ¨
	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 2, 2023 is as follows:

Class A Common Stock of $.01 par value, 13,373,666 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)


	March 31,		December 31,
	2023		2022
ASSETS
Cash and cash equivalents	$	166,663	$	175,683
Restricted cash ($22,116 and $19,461 in VIEs at March 31, 2023
and December 31, 2022, respectively)		43,835		50,845
Notes receivable		789,114		763,801
Less: Allowance for loan losses		(214,796)		(211,311)
Notes receivable, net ($373,270 and $354,403 in VIEs
at March 31, 2023 and December 31, 2022, respectively)		574,318		552,490
Vacation ownership interest ("VOI") inventory		380,817		389,864
Property and equipment, net		86,228		85,915
Intangible assets, net		61,293		61,293
Operating lease assets		21,717		22,963
Prepaid expenses		34,686		23,833
Other assets		31,586		35,499
Total assets	$	1,401,143	$	1,398,385

LIABILITIES AND EQUITY
Liabilities
Accounts payable	$	15,477	$	21,389
Deferred income		15,537		15,675
Accrued liabilities and other		87,230		110,048
Receivable-backed notes payable - recourse		20,082		20,841
Receivable-backed notes payable - non-recourse (in VIEs)		468,375		440,781
Note payable to BBX Capital, Inc.		50,000		50,000
Note payable and other borrowings		207,547		218,738
Junior subordinated debentures		136,296		136,011
Operating lease liabilities		26,354		27,716
Deferred income taxes		116,806		113,193
Total liabilities		1,143,704		1,154,392
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 12,204,198 in 2023 and 12,165,825 in 2022		122		122
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares;
issued and outstanding 3,664,117 in 2023 and 2022		37		37
Additional paid-in capital		48,270		46,821
Accumulated earnings		132,771		124,680
Total Bluegreen Vacations Holding Corporation equity		181,200		171,660
Non-controlling interest		76,239		72,333
Total equity		257,439		243,993
Total liabilities and equity	$	1,401,143	$	1,398,385

See accompanying Condensed 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
	March 31,
	2023		2022
Revenue:
Gross sales of VOIs	$	148,859	$	115,607
Provision for loan losses		(25,246)		(16,579)
Sales of VOIs		123,613		99,028
Fee-based sales commission revenue		11,691		24,084
Other fee-based services revenue		33,301		31,207
Cost reimbursements		21,369		18,064
Interest income		28,834		22,198
Other income, net		265		548
Total revenues		219,073		195,129
Costs and Expenses:
Cost of VOIs sold		15,331		11,841
Cost of other fee-based services		14,582		12,765
Cost reimbursements		21,369		18,064
Interest expense		16,469		7,759
Selling, general and administrative expenses		131,438		119,302
Total costs and expenses		199,189		169,731
Income before income taxes		19,884		25,398
Provision for income taxes		(4,479)		(6,190)
Net income		15,405		19,208
Less: Income attributable to noncontrolling interest		3,906		3,220
Net income attributable to shareholders	$	11,499	$	15,988

Comprehensive income attributable to shareholders	$	11,499	$	15,988

Basic earnings per share ⁽¹⁾	$	0.73	$	0.77
Diluted earnings per share ⁽¹⁾	$	0.71	$	0.76
Basic weighted average number of common shares outstanding		15,860		20,778
Diluted weighted average number of common and common equivalent shares outstanding		16,246		20,971
Cash dividends declared per Class A and B common shares	$	0.20	$	—

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

See accompanying Condensed 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, 2022	12,166	3,664	$	122	$	37	$	46,821	$	124,680	$	171,660	$	72,333	$	243,993
Dividends	—	—		—		—		—		(3,408)		(3,408)		—		(3,408)
Share-based compensation	—	—		—		—		1,457		—		1,457		—		1,457
Issuance of common stock from vesting of restricted stock awards	38	—		—		—		(8)		—		(8)		—		(8)
Net income	—	—		—		—		—		11,499		11,499		3,906		15,405
Balance, March 31, 2023	12,204	3,664	$	122	$	37	$	48,270	$	132,771	$	181,200	$	76,239	$	257,439


	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			Interest			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	$		63,587	$		319,051

See accompanying Condensed Notes to Consolidated Financial Statements - Unaudited.

‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	For the Three Months Ended
	March 31,
	2023		2022
Operating activities:
Net income	$	15,405	$	19,208
Adjustment to reconcile net income to net cash
provided by operating activities:
Provision for loan losses		25,246		16,579
Depreciation and amortization		5,076		4,810
Share-based compensation expense		1,457		745
Net losses on disposal of property and equipment		29		5
Increase in deferred income tax liability		3,613		5,273
Changes in operating assets and liabilities:
Notes receivable		(47,074)		(23,874)
VOI inventory		8,656		7,898
Prepaid expenses and other assets		(7,172)		(6,976)
Accounts payable, accrued liabilities and other, and deferred income		(28,984)		5,824
Net cash (used in) provided by operating activities	$	(23,748)	$	29,492


		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)	6
	Condensed Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43

PART II
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 6.	Exhibits	46

SIGNATURES		47