bvh-20230630x10q

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, 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 July 31, 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)


	June 30,		December 31,
	2023		2022
ASSETS
Cash and cash equivalents	$	178,740	$	175,683
Restricted cash ($27,027 and $19,461 in VIEs at June 30, 2023
and December 31, 2022, respectively)		52,213		50,845
Notes receivable		842,481		763,801
Less: Allowance for loan losses		(223,894)		(211,311)
Notes receivable, net ($392,612 and $354,403 in VIEs
at June 30, 2023 and December 31, 2022, respectively)		618,587		552,490
Vacation ownership interest ("VOI") inventory		447,963		389,864
Property and equipment, net		87,331		85,915
Intangible assets, net		61,293		61,293
Operating lease assets		20,911		22,963
Prepaid expenses		25,566		23,833
Other assets		32,979		35,499
Total assets	$	1,525,583	$	1,398,385

LIABILITIES AND EQUITY
Liabilities
Accounts payable	$	25,843	$	21,389
Deferred income		16,828		15,675
Accrued liabilities and other		118,232		110,048
Receivable-backed notes payable - recourse		19,457		20,841
Receivable-backed notes payable - non-recourse (in VIEs)		505,468		440,781
Note payable to BBX Capital, Inc.		35,000		50,000
Note payable and other borrowings		240,355		218,738
Junior subordinated debentures		136,591		136,011
Operating lease liabilities		25,472		27,716
Deferred income taxes		120,275		113,193
Total liabilities		1,243,521		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		49,849		46,821
Accumulated earnings		151,277		124,680
Total Bluegreen Vacations Holding Corporation equity		201,285		171,660
Non-controlling interest		80,777		72,333
Total equity		282,062		243,993
Total liabilities and equity	$	1,525,583	$	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				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Revenue:
Gross sales of VOIs	$	179,685	$	170,787	$	328,544	$	286,395
Provision for loan losses		(29,324)		(26,526)		(54,570)		(43,105)
Sales of VOIs		150,361		144,261		273,974		243,290
Fee-based sales commission revenue		13,881		18,850		25,572		42,934
Other fee-based services revenue		36,045		32,785		69,345		63,991
Cost reimbursements		26,300		16,168		47,669		34,232
Interest income		30,953		23,506		59,788		45,704
Other income, net		3,078		-		3,342		473
Total revenues		260,618		235,570		479,690		430,624
Costs and Expenses:
Cost of VOIs sold		17,387		18,221		32,717		30,063
Cost of other fee-based services		16,667		13,592		31,248		26,354
Cost reimbursements		26,300		16,168		47,669		34,232
Interest expense		17,741		10,356		34,210		18,114
Selling, general and administrative expenses		148,053		149,158		279,492		268,457
Other expense, net		—		68		—		—
Total costs and expenses		226,148		207,563		425,336		377,220
Income before income taxes		34,470		28,007		54,354		53,404
Provision for income taxes		(8,019)		(6,171)		(12,498)		(12,361)
Net income		26,451		21,836		41,856		41,043
Less: Income attributable to noncontrolling interests		4,538		4,052		8,444		7,272
Net income attributable to shareholders	$	21,913	$	17,784	$	33,412	$	33,771

Comprehensive income attributable to shareholders	$	21,913	$	17,784	$	33,412	$	33,771

Basic earnings per share ⁽¹⁾	$	1.38	$	0.88	$	2.11	$	1.65
Diluted earnings per share ⁽¹⁾	$	1.34	$	0.87	$	2.05	$	1.63
Basic weighted average number of common shares outstanding		15,868		20,226		15,864		20,500
Diluted weighted average number of common and common equivalent shares outstanding		16,310		20,389		16,278		20,678
Cash dividends declared per Class A and B common share	$	0.20	$	0.15	$	0.40	$	0.15

(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 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
Dividends		—	—		—		—			—			(3,407)			(3,407)			—			(3,407)
Share-based compensation		—	—		—		—			1,579			—			1,579			—			1,579
Net income		—	—		—		—			—


		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	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48

PART II
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 5.	Other Information	49
Item 6.	Exhibits	50

SIGNATURES		51