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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, 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 November 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)


	September 30,		December 31,
	2023		2022
ASSETS
Cash and cash equivalents	$	134,881	$	175,683
Restricted cash ($25,845 and $19,461 in VIEs at September 30, 2023
and December 31, 2022, respectively)		55,304		50,845
Notes receivable		908,612		763,801
Less: Allowance for loan losses		(232,360)		(211,311)
Notes receivable, net ($439,783 and $354,403 in VIEs
at September 30, 2023 and December 31, 2022, respectively)		676,252		552,490
Vacation ownership interest ("VOI") inventory		449,889		389,864
Property and equipment, net		88,496		85,915
Intangible assets		61,293		61,293
Operating lease assets		20,401		22,963
Prepaid expenses		17,717		23,833
Other assets		35,699		35,499
Total assets	$	1,539,932	$	1,398,385

LIABILITIES AND EQUITY
Liabilities
Accounts payable	$	25,797	$	21,389
Deferred income		18,877		15,675
Accrued liabilities and other		122,451		110,048
Receivable-backed notes payable - recourse		14,633		20,841
Receivable-backed notes payable - non-recourse (in VIEs)		560,491		440,781
Note payable to BBX Capital, Inc.		35,000		50,000
Note payable and other borrowings		169,164		218,738
Junior subordinated debentures		136,892		136,011
Operating lease liabilities		24,891		27,716
Deferred income taxes		125,991		113,193
Total liabilities		1,234,187		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		51,443		46,821
Accumulated earnings		168,526		124,680
Total Bluegreen Vacations Holding Corporation equity		220,128		171,660
Non-controlling interest		85,617		72,333
Total equity		305,745		243,993
Total liabilities and equity	$	1,539,932	$	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 Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenue:
Gross sales of VOIs	$	192,213	$	185,902	$	520,758	$	472,295
Provision for loan losses		(32,880)		(30,684)		(87,451)		(73,789)
Sales of VOIs		159,333		155,218		433,307		398,506
Fee-based sales commission revenue		15,694		14,241		41,266		57,174
Other fee-based services revenue		36,642		34,559		105,987		98,553
Cost reimbursements		23,292		20,719		70,960		54,950
Interest income		32,976		25,803		92,762		71,506
Other income, net		—		296		3,278		774
Total revenues		267,937		250,836		747,560		681,463
Costs and Expenses:
Cost of VOIs sold		20,184		14,805		52,902		44,868
Cost of other fee-based services		15,022		15,377		46,269		41,732
Cost reimbursements		23,292		20,719		70,961		54,951
Interest expense		19,458		10,822		53,670		28,935
Selling, general and administrative expenses		156,581		152,881		436,067		421,339
Other expense, net		63		—		—		—
Total costs and expenses		234,600		214,604		659,869		591,825
Income before income taxes		33,337		36,232		87,691		89,638
Provision for income taxes		(7,840)		(8,586)		(20,338)		(20,948)
Net income		25,497		27,646		67,353		68,690
Less: Income attributable to noncontrolling interest		4,840		4,682		13,284		11,954
Net income attributable to shareholders	$	20,657	$	22,964	$	54,069	$	56,736

Comprehensive income attributable to shareholders	$	20,657	$	22,964	$	54,069	$	56,736

Basic earnings per share ⁽¹⁾	$	1.30	$	1.20	$	3.41	$	2.83
Diluted earnings per share ⁽¹⁾	$	1.25	$	1.19	$	3.31	$	2.81
Basic weighted average number of common shares outstanding		15,869		19,101		15,865		20,029
Diluted weighted average number of common and common equivalent shares outstanding		16,479		19,232		16,353		20,191
Cash dividend declared per Class A and B common share	$	0.20	$	0.15	$	0.60	$	0.30

(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 on 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
Dividends	—	—		—		—		—		(3,407)		(3,407)		—		(3,407)
Share-based compensation	—	—		—		—		1,579		—		1,579		—		1,579
Net income	—	—		—		—		—		21,913		21,913		4,538		26,451
Balance, June 30, 2023	12,204	3,664	$	122	$	37	$	49,849	$	151,277	$	201,285	$	80,777	$	282,062
Dividends	—	—		—		—


		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	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	46

PART II
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 6.	Exhibits	48

SIGNATURES		49