bxg-20200930x10q

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, 2020

¨ 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 001-19292

BLUEGREEN VACATIONS CORPORATION

(Exact name of registrant as specified in its charter)


	Florida		03-0300793
	(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.01 par value

BXG

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 x

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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

As of November 5, 2020, there were 72,484,293 shares of the registrant’s common stock, $.01 par value, outstanding.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)



	September 30,		December 31,
	2020		2019
ASSETS
Cash and cash equivalents	$	193,103	$	190,009
Restricted cash ($15,135 and $22,534 in VIEs at September 30, 2020
and December 31, 2019, respectively)		35,312		49,637
Notes receivable		559,918		589,198
Less: Allowance for loan losses		(149,805)		(140,630)
Notes receivable, net ($271,539 and $292,590 in VIEs
at September 30, 2020 and December 31, 2019, respectively)		410,113		448,568
Inventory		350,345		346,937
Prepaid expenses		13,577		10,501
Other assets		37,413		52,731
Operating lease assets		19,443		20,858
Intangible assets, net		61,452		61,515
Loan to related party		—		80,000
Property and equipment, net		93,046		99,262
Total assets	$	1,213,804	$	1,360,018

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable	$	17,511	$	16,653
Accrued liabilities and other		92,934		103,948
Operating lease liabilities		20,880		22,124
Deferred income		14,635		18,074
Deferred income taxes		90,457		92,504
Receivable-backed notes payable - recourse		77,417		88,569
Receivable-backed notes payable - non-recourse (in VIEs)		303,301		334,246
Lines-of-credit and notes payable		160,671		146,160
Junior subordinated debentures		72,710		72,081
Total liabilities		850,516		894,359

Commitments and Contingencies - See Note 9

Shareholders' Equity
Common stock, $0.01 par value, 100,000,000 shares authorized; 72,484,293
shares issued and outstanding at September 30, 2020 and 74,362,693 shares		725		744
issued and outstanding at December 31, 2019
Additional paid-in capital		257,812		269,534
Retained earnings		51,196		145,847
Total Bluegreen Vacations Corporation shareholders' equity		309,733		416,125
Non-controlling interest		53,555		49,534
Total shareholders' equity		363,288		465,659
Total liabilities and shareholders' equity	$	1,213,804	$	1,360,018

See accompanying Notes to Consolidated Financial Statements - Unaudited
‎

BLUEGREEN VACATIONS 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,
	2020		2019		2020		2019
Revenue:
Gross sales of VOIs	$	71,149	$	82,729	$	157,530	$	225,834
Estimated uncollectible VOI notes receivable		(11,884)		(16,411)		(44,083)		(39,483)
Sales of VOIs		59,265		66,318		113,447		186,351

Fee-based sales commission revenue		22,119		60,478		64,619		161,033
Other fee-based services revenue		27,831		33,744		83,558		94,015
Cost reimbursements		15,684		17,883		46,654		48,933
Interest income		19,672		22,081		61,646		65,964
Other income, net		—		2,146		41		4,228
Total revenue		144,571		202,650		369,965		560,524

Costs and expenses:
Cost of VOIs sold		3,597		3,121		8,734		17,541
Cost of other fee-based services		20,861		22,872		61,107		63,913
Cost reimbursements		15,684		17,883		46,654		48,933
Selling, general and administrative expenses		79,350		118,033		222,427		357,666
Interest expense		7,319		10,388		24,677		29,955
Other expense, net		365		—		—		—
Total costs and expenses		127,176		172,297		363,599		518,008

Income before non-controlling interest
and provision for income taxes		17,395		30,353		6,366		42,516
Provision for income taxes		4,850		7,778		1,073		9,124
Net income		12,545		22,575		5,293		33,392
Less: Net income attributable to ‎ non-controlling interest		2,644		2,248		4,021		9,095
Net income attributable to Bluegreen
Vacations Corporation shareholders	$	9,901	$	20,327	$	1,272	$	24,297

Comprehensive income attributable to
Bluegreen Vacations Corporation
shareholders	$	9,901	$	20,327	$	1,272	$	24,297

‎

BLUEGREEN VACATIONS 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,
	2020		2019		2020		2019
Earnings per share attributable to ‎ Bluegreen Vacations Corporation ‎ shareholders - Basic and diluted	$	0.14	$	0.27	$	0.02	$	0.33

Weighted average number of common shares ‎ outstanding:
Basic and diluted		72,485		74,446		73,010		74,446

Cash dividends declared per share	$	1.19	$	0.17	$	1.31	$	0.51

See accompanying Notes to Consolidated Financial Statements - Unaudited
‎

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except share data)


				Equity Attributable ‎to Bluegreen Vacations Corporation ‎Shareholders
Common ‎Shares ‎Issued		Total		Common ‎Stock		Additional ‎Paid-in- ‎Capital		Retained ‎Earnings		Equity Attributable to Non-Controlling Interest
74,362,693	Balance at December 31, 2019	$	465,659	$	744	$	269,534	$	145,847	$	49,534
—	Net income		937		—		—		201		736
—	Dividends to shareholders		(9,667)		—		—		(9,667)		—
(1,878,400)	Stock repurchase		(11,741)		(19)		(11,722)		—		—
72,484,293	Balance at March 31, 2020		445,188		725		257,812		136,381		50,270
—	Net loss		(8,189)		—		—		(8,830)		641
72,484,293	Balance at June 30, 2020


		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 Shareholders’ Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 4.	Controls and Procedures	55

PART II
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 6.	Exhibits	58

SIGNATURES		59