Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.22.1
Equity
3 Months Ended
Mar. 31, 2022
Equity [Abstract]  
Equity 10. Equity

Share Repurchase Program

In August 2021, the Company’s board of directors approved a share repurchase program which authorized the repurchase of the Company’s Class A Common Stock and Class B Common Stock at an aggregate cost of up to $40.0 million. In March 2022, the Company’s board of directors approved a $50.0 million increase in the aggregate cost of the Company’s Class A Common Stock and Class B Common Stock that may be repurchased under the share repurchase program. The Company repurchased and retired approximately 152,000 shares of Class A Common Stock during the three months ended March 31, 2022 for an aggregate purchase price of $4.7 million. There were no repurchases during the three months ended March 31, 2021. The excess of cost over par value of the repurchased shares is recorded to additional paid in capital. As of March 31, 2022, $58.0 million remained available for the repurchase of shares under this share repurchase program. In April 2022, the Company repurchased and retired 450,000 of Class A Common Stock for $13.5 million in a private transaction.

Restricted Stock and Stock Option Plans

At the Company’s Annual Meeting of Shareholders held on July 21, 2021, the Company’s shareholders approved the Bluegreen Vacations Holding Corporation 2021 Incentive Plan (the “2021 Plan”), which allows for the issuance of up to 2,000,000 shares of the Company’s Class A Common Stock pursuant to restricted stock awards and options which may be granted under the 2021 Plan.  The 2021 Plan also permits the grant of performance-based cash awards. During the three months ended March 31, 2022, the board approved restricted stock grants of 208,035 shares to certain executive officers and employees under the 2021 Plan. There were no restricted stock or other equity award grants during the three months ended March 31, 2021. As of March 31, 2022, 1,331,495 shares of Class A Common Stock remained available for grant under the 2021 Plan.

Restricted Stock Activity

The Company accounts for compensation cost for unvested time-based service condition restricted stock awards based on the fair value of the award on the measurement date, which is generally the grant date. The cost is recognized on a straight-line basis over the requisite service period of the award, with forfeitures recognized as incurred. The table below sets forth information regarding the Company’s unvested restricted stock award activity for the three months ended March 31, 2022. There were no unvested restricted stock awards as of March 31, 2021.


As of March 31,

2022

Per Share

Weighted

Unvested

Average

Restricted

Grant Date

Stock

Fair Value

Unvested balance outstanding, beginning of period

460,470

$

20.72

Granted

208,035

29.80

Vested

-

-

Forfeited

-

-

Unvested balance outstanding, end of period

668,505

$

23.55

Available for grant

1,331,495

The table below sets forth information regarding the restricted stock awards granted during the three months ended March 31, 2022. There were no restricted stock awards granted during the three months ended March 31, 2021.

Per Share

Number of

Weighted
Average

Requisite

Plan Name

Grant Date

Awards Granted

Grant Date
Fair Value

Service Period

Vesting Date

2021 Incentive Plan

1/19/2022

208,035

$              29.80

4 years

(1)

(1)154,679 of the shares granted are scheduled to vest ratably in annual installments over 4 years and 53,356 of the shares granted are scheduled to cliff vest in January 2026, in each case subject to the terms and conditions of the 2021 Plan and the appliable award agreement.

The aggregate grant date fair value of the awards granted in January 2022 was $6.2 million. As of March 31, 2022, there was $14.0 million of unrecognized share-based compensation with a remaining weighted average period of 5 years.

The Company recognized restricted stock compensation expense included in selling general and administrative expenses in the Company’s unaudited consolidated statements of operations and comprehensive income related to its restricted stock awards of $0.7 million during the three months ended March 31, 2022, with no such expense during the three months ended March 31, 2021. There were no tax benefits recognized on restricted stock compensation expense for the awards granted in January 2022.