Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.22.2.2
Equity
9 Months Ended
Sep. 30, 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. During the three and nine months ended September 30, 2022, the Company repurchased and retired approximately 843,000 and 1,912,000 shares of Class A Common Stock for an aggregate purchase price of $23.6 million and $54.4 million, respectively. During the three and nine months ended September 30, 2021, the Company repurchased and retired approximately 988,000 shares of Class A Common Stock and 19,000 shares of Class B Common Stock, for an aggregate purchase price of $20.9 million. The excess of cost over par value of the repurchased shares is recorded to additional paid in capital. As of September 30, 2022, $8.3 million remained available for the repurchase of shares under this share repurchase program.

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 allows for the grant of performance-based cash awards. During the nine months ended September 30, 2022, the board approved restricted stock grants of 208,035 shares to certain executive officers and employees under the 2021 Plan. There were 468,439 shares of restricted stock granted to officers and employees under the 2021 Plan during the nine months ended September 30, 2021. As of September 30, 2022, 1,333,995 shares 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 nine months ended September 30, 2022 and 2021.


Nine Months Ended September 30,

2022

2021

Per Share

Per Share

Weighted

Weighted

Unvested

Average

Unvested

Average

Restricted

Grant Date

Restricted

Grant Date

Stock

Fair Value

Stock

Fair Value

Unvested balance outstanding, beginning of period

460,470

$

20.72

-

$

-

Granted

208,035

29.80

468,439

20.72

Vested

-

-

-

-

Forfeited

(2,500)

20.72

-

-

Unvested balance outstanding, end of period

666,005

$

23.56

468,439

$

20.72

Available for grant

1,333,995

1,531,561

The table below sets forth information regarding the restricted stock awards granted during the nine months ended September 30, 2022 and 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)

2021 Incentive Plan

6/3/2021

468,439

$           20.72

4 years

(2)

(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 applicable award agreement.

(2)275,939 of the shares granted are scheduled to cliff vest in June 2025 and 192,500 of the shares granted are scheduled to cliff vest in June 2031, in each case subject to the terms and conditions of the 2021 Plan and the applicable award agreement.

The aggregate grant date fair value of the awards granted in January 2022 and June 2021 was $6.2 million and $9.7 million, respectively. As of September 30, 2022, there was $12.3 million of unrecognized share-based compensation with a remaining weighted average period of 4.63 years. Restricted stock compensation expense is included in selling general and administrative expenses in the Company’s unaudited consolidated statements of operations and comprehensive income.

Restricted stock compensation was $0.8 million and $2.4 million during the three and nine months ended September 30, 2022, respectively, and $0.5 and $0.6 million during the three and nine months ended September 30, 2021, respectively. No tax benefits have been recognized on restricted stock awards.

See Note 15, Subsequent Events, for information regarding restricted stock awards granted by the Company during October 2022.