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, 2021~~March 31, 2022

¨ 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 x
	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~~May 1, ~~2021~~2022 is as follow:

Class A Common Stock of $.01 par value, ~~17,312,422~~16,517,261 shares outstanding

Class B Common Stock of $.01 par value, ~~3,664,412~~3,664,331 shares outstanding

BLUEGREEN VACATIONS HOLDING CORPORATION

FORM 10-Q TABLE OF CONTENTS


		Page
PART I
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Operations and Comprehensive Income (Unaudited)	~~4-5~~4
	Consolidated Statements of Shareholders’ Equity (Unaudited)	65
	Consolidated Statements of Cash Flows (Unaudited)	86
	Notes to Condensed Consolidated Financial Statements (Unaudited)	107
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3527
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6148
Item 4.	Controls and Procedures	6148

PART II
Item 1.	Legal Proceedings	6249
Item 1A.	Risk Factors	6249
Item 22.	~~Unrestricted Sales~~Unregistered sales of Equity Securities and Use of Proceeds	6249
Item 6.	Exhibits	6350

SIGNATURES		51

‎

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,		March 31,		December 31,
	2021		2020		2022		2021
ASSETS
Cash and cash equivalents	$	216,567	$	221,118	$	179,274	$	140,225
Restricted cash ($17,341 and $20,469 in VIEs at September 30, 2021
and December 31, 2020, respectively)		44,671		35,986
Restricted cash ($16,238 and $15,956 in VIEs at March 31, 2022
and December 31, 2021, respectively)						46,430		42,854
Notes receivable		589,277		551,393		621,020		609,429
Less: Allowance for loan losses		(152,540)		(142,044)		(167,403)		(163,107)
Notes receivable, net ($257,947 and $292,021 in VIEs
at September 30, 2021 and December 31, 2020, respectively)		436,737		409,349
Notes receivable, net ($241,460 and $248,873 in VIEs
at March 31, 2022 and December 31, 2021, respectively)						453,617		446,322
Vacation ownership interest ("VOI") inventory		341,562		347,122		326,707		334,605
Property and equipment, net		89,868		90,049		88,841		87,852
Intangible assets, net		61,369		61,431		61,327		61,348
Operating lease assets		35,016		34,415		31,927		33,467
Prepaid expenses		19,792		9,367		33,546		25,855
Other assets		38,075		41,282		37,459		37,984
Total assets	$	1,283,657	$	1,250,119	$	1,259,128	$	1,210,512

LIABILITIES AND EQUITY
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable	$	15,375	$	10,559	$	15,560	$	14,614
Deferred income		14,680		15,745		12,772		13,690
Accrued liabilities and other		133,175		93,971		105,894		100,131
Receivable-backed notes payable - recourse		22,500		38,500		22,500		22,500
Receivable-backed notes payable - non-recourse ($297,531 and $341,532
in VIEs at September 30, 2021 and December 31, 2020, respectively)		358,527		355,833
Receivable-backed notes payable - non-recourse (in VIEs)						323,043		340,154
Note payable to BBX Capital, Inc.		75,000		75,000		50,000		50,000
Other notes payable and borrowings		108,979		138,386
Note payable and other borrowing						137,787		97,125
Junior subordinated debentures		134,694		138,177		135,197		134,940
Operating lease liabilities		38,662		35,904		36,363		37,870
Deferred income taxes		83,512		85,314		100,961		95,688
Total liabilities		985,104		987,389		940,077		906,712
Commitments and contingencies - See Note 9
Equity
Commitments and Contingencies - See Note 9
Shareholders' Equity
Preferred stock of $0.01 par value; authorized 10,000,000 shares		0		0		—		—
Class A Common Stock of $0.01 par value; authorized 30,000,000 shares;
issued and outstanding 17,312,422 in 2021 and 15,624,091 in 2020		173		156
issued and outstanding 16,967,261 in 2022 and 17,118,392 in 2021						169		171
Class B Common Stock of $0.01 par value; authorized 4,000,000 shares;
issued and outstanding 3,664,412 in 2021 and 3,693,596 in 2020		37		37
issued and outstanding 3,664,311 in 2022 and 3,664,412 in 2021						37		37
Additional paid-in capital		179,892		177,104		169,954		173,909
Accumulated earnings		56,188		10,586		85,304		69,316
Total Bluegreen Vacations Holding Corporation equity		236,290		187,883
Total Bluegreen Vacations Holding Corporation shareholders' equity						255,464		243,433
Non-controlling interest		62,263		74,847		63,587		60,367
Total equity		298,553		262,730
Total liabilities and equity	$	1,283,657	$	1,250,119
Total shareholders' equity						319,051		303,800
Total liabilities and shareholders' equity					$	1,259,128	$	1,210,512

See accompanying Notes to Consolidated Financial Statements - Unaudited
‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME ~~(LOSS)~~ (UNAUDITED)

(In thousands, except per share data)


	For the Three Months Ended				For the Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2021		2020		2021		2020		2022		2021
Revenue:
Gross sales of VOIs	$	128,090	$	71,149	$	306,640	$	157,530	$	115,607	$	68,250
Provision for loan losses		(20,707)		(11,884)		(51,514)		(44,083)		(16,579)		(12,319)
Sales of VOIs		107,383		59,265		255,126		113,447		99,028		55,931
Fee-based sales commission revenue		35,585		22,119		96,921		64,619		24,084		25,718
Other fee-based services revenue		31,920		27,831		91,259		83,558		31,207		28,897
Cost reimbursements		18,699		15,684		50,859		46,654		18,064		16,608
Interest income		20,931		19,345		59,787		59,963		22,198		19,261
Other income, net		—		—		157		186		548		—
Total revenues		214,518		144,244		554,109		368,427		195,129		146,415
Costs and Expenses:
Cost of VOIs sold		7,482		3,597		19,675		8,734		11,841		5,169
Cost of other fee-based services		11,768		20,861		44,500		61,107		12,765		17,085
Cost reimbursements		18,699		15,684		50,859		46,654		18,064		16,608
Interest expense		8,660		8,212		27,271		27,668		7,759		9,735
Selling, general and administrative expenses		132,496		120,932		338,246		281,237		119,302		90,964
Other expense, net		121		339		—		—		—		161
Total costs and expenses		179,226		169,625		480,551		425,400		169,731		139,722
Income (loss) before income taxes		35,292		(25,381)		73,558		(56,973)
(Provision) benefit for income taxes		(7,975)		497		(16,858)		(441)
Income (loss) from continuing operations		27,317		(24,884)		56,700		(57,414)
Discontinued operations
Loss from discontinued operations		—		(5,516)		—		(41,593)
Benefit for income taxes		—		7,926		—		9,067
Net income (loss) from discontinued operations		—		2,410		—		(32,526)
Net income (loss)		27,317		(22,474)		56,700		(89,940)
Less: Income attributable to noncontrolling interests - continuing operations		4,190		3,358		11,098		4,314
Less: Loss attributable to noncontrolling interests - discontinued operations		—		(510)		—		(4,822)
Net income (loss) attributable to shareholders	$	23,127	$	(25,322)	$	45,602	$	(89,432)
Income before income taxes										25,398		6,693
Provision for income taxes										(6,190)		(1,189)
Net income										19,208		5,504
Less: Income attributable to noncontrolling interests										3,220		2,530
Net income attributable to shareholders									$	15,988	$	2,974

Basic earnings (loss) per share from continuing operations	$	1.07	$	(1.51)	$	2.21	$	(3.35)
Basic earnings (loss) per share from discontinued operations		—		0.16		—		(1.50)
Basic earnings (loss) per share ⁽¹⁾	$	1.07	$	(1.35)	$	2.21	$	(4.85)
Diluted earnings (loss) per share from continuing operations	$	1.06	$	(1.51)	$	2.21	$	(3.35)
Diluted earnings (loss) per share from discontinued operations		—		0.16		—		(1.50)
Diluted earnings (loss) per share ⁽¹⁾	$	1.06	$	(1.35)	$	2.21	$	(4.85)
Comprehensive income attributable to shareholders									$	15,988	$	2,974

Basic earnings per share ⁽¹⁾									$	0.77	$	0.15
Diluted earnings per share ⁽¹⁾									$	0.76	$	0.15
Basic weighted average number of common shares outstanding										20,778		19,318
Diluted weighted average number of common and common equivalent shares outstanding										20,971		19,318
Cash dividends declared per Class A and B common shares	$	—	$	—	$	—	$	—	$	—	$	—

⁽¹⁾Basic and Diluted EPS are calculated the same for both Class A and B common shares.

‎

~~BLUEGREEN VACATIONS HOLDING CORPORATION~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) – (Continued)~~

~~(In thousands, except per share data)~~

For the Three Months Ended
For the Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
Net income (loss)
$
27,317
$
(22,474)
$
56,700
$
(89,940)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
—
157
—
(198)
Unrealized gain on securities available for sale
—
15
—
19
Other comprehensive income (loss), net
—
172
—
(179)
Comprehensive income (loss), net of tax
27,317
(22,302)
56,700
(90,119)
Less: Comprehensive income (loss) attributable to noncontrolling interests
4,190
2,848
11,098
(508)
Comprehensive income (loss) attributable to shareholders
$
23,127
$
(25,150)
$
45,602
$
(89,611)

See accompanying Notes to Consolidated Financial Statements - ~~Unaudited~~Unaudited.

‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(In ~~thousands, except share data)~~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, 2021		17,118		3,665	$	171	$	37	$	173,909	$	69,316	$	243,433	$	60,367	$	303,800
Conversion of common stock from Class B to Class A		1		(1)		—		—		—		—		—		—		—
Share-based compensation		—		—		—		—		745		—		745		—		745
Purchase and retirement of common stock		(152)		—		(2)		—		(4,700)		—		(4,702)		—		(4,702)
Net income		—		—		—		—		—		15,988		15,988		3,220		19,208
Balance, March 31, 2022		16,967		3,664	$	169	$	37	$	169,954	$	85,304	$	255,464	$	63,587	$	319,051

‎

~~BLUEGREEN VACATIONS HOLDING CORPORATION~~

~~CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) – (Continued)~~

~~(In thousands, except share data)~~

Shares of
Common Stock
Common
Accumulated
Outstanding
Stock
Additional
Other
Total
Non-
Class
Class
Paid-in
Accumulated
Comprehensive
Shareholders'
Controlling
Total
A
B
A
B
Capital
Earnings
Income
Equity
Interests
Equity (Loss)
Balance, December 31, 2019
15,106
3,192
$
151
$
32
153,507
394,551
1,554
549,795
90,275
640,070
Net loss excluding $2,743 of loss attributable to redeemable noncontrolling interest
—
—
—
—
—
(28,310)
—
(28,310)
238
(28,072)
Other comprehensive loss
—
—
—
—
—
—
(587)
(587)
—
(587)
Bluegreen purchase and retirement of common stock
—
—
—
—
(1,167)
—
—
(1,167)
(10,574)
(11,741)
Distributions to noncontrolling interests
—
—
—
—
—
—
—
—
(923)
(923)
Accretion of redeemable noncontrolling interest
—
—
—
—
—
(551)
—
(551)
—
(551)
Conversion of common stock from Class B to Class A
27
(27)
—
—
—
—
—
—
—
—
Share-based compensation
—
—
—
—
2,731
—
—
2,731
—
2,731
Balance, March 31, 2020
15,133
3,165
$
151
$
32
155,071
365,690
967
521,911
79,016
600,927
Net loss excluding $846 of loss attributable to redeemable noncontrolling interest
—
—
—
—
—
(35,800)
—
(35,800)
(5)
(35,805)
Other comprehensive income
—
—
—
—
—
—
236
236
—
236
Accretion of redeemable noncontrolling interest
—
—
—
—
—
(696)
—
(696)
—
(696)
Share-based compensation
‎
—
—
—
—
2,944
—
—
2,944
—
2,944
Balance, June 30, 2020
15,133
3,165
$
151
$
32
158,015
329,194
1,203
488,595
79,011
567,606
Net loss excluding $484 of loss attributable to redeemable noncontrolling interest
—
—
—
—
—
(25,322)
—
(25,322)
3,332
(21,990)
Other comprehensive income
—
—
—
—
—
—
172
172
—
172
Distributions to noncontrolling interests
—
—
—
—
—
—
—
—
(6,271)
(6,271)
Reversal of accretion of redeemable noncontrolling interest
—
—
—
—
—
3,150
—
3,150
—
3,150
Spin-off of BBX Capital, Inc.
—
—
—
—
(643)
(307,022)
(1,375)
(309,040)
(197)
(309,237)
Accelerated vesting of restricted stock awards
491
529
5
5
18,740
—
—
18,750
—
18,750
Share-based compensation
—
—
—
—
992
—
—
992
—
992
Balance, September 30, 2020
15,624
3,694
$
156
$
37
177,104
—
—
177,297
75,875
253,172


	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, 2020		15,624		3,694	$	156	$	37	$	177,104	$	10,586	$	187,883	$	74,847	$	262,730
Net income		—		—		—		—		—		2,974		2,974		2,530		5,504
Balance, March 31, 2021		15,624		3,694	$	156	$	37	$	177,104	$	13,560	$	190,857	$	77,377	$	268,234

See accompanying Notes to Consolidated Financial Statements - ~~Unaudited~~Unaudited.

BLUEGREEN VACATIONS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

For the Nine Months Ended
September 30,
2021
2020
Operating activities:
Net income (loss)
$
56,700
$
(89,940)
Adjustment to reconcile net income (loss) to net cash
provided by operating activities:
Recoveries from loan losses, net, from discontinued operations
—
(5,844)
Provision for loan losses
51,514
44,083
Depreciation, amortization and accretion, net
15,091
19,829
Loss on disposal of property and equipment
43
—
Share-based compensation expense
608
25,417
Net losses on sales of real estate and property and equipment
—
507
Equity earnings of unconsolidated real estate joint ventures
—
(49)
Return on investment in unconsolidated real estate joint ventures
—
3,933
Loss on the deconsolidation of IT'SUGAR, LLC
—
3,326
Decrease in deferred income tax liability
(1,802)
(12,016)
Impairment losses
—
31,588
Changes in operating assets and liabilities:
Notes receivable
(78,902)
(5,628)
VOI inventory
5,560
(3,408)
Trade inventory
—
279
Real estate inventory
—
925
Prepaids expense and other assets
(7,852)
7,111
Accounts payable, accrued liabilities and other, and deferred income
45,112
(16,952)
Net cash provided by operating activities
$
86,072
$
3,161
Investing activities:
Return of investment in unconsolidated real estate joint ventures
—
4,631
Investments in unconsolidated real estate joint ventures
—
(14,009)
Proceeds from repayment of loans receivable
—
6,127
Proceeds from sales of real estate
—
2,151
Proceeds from sales of property and equipment
—
167
Additions to real estate
—
(70)
Purchases of property and equipment
(11,478)
(9,970)
Decrease in cash from other investing activities
—
(1,210)
Net cash used in investing activities
$
(11,478)
$
(12,183)
Financing activities:
Repayments of notes payable, line of credit facilities and other borrowings
$
(135,964)
$
(177,710)
Proceeds from notes payable and other borrowings
91,622
144,699
Redemption of junior subordinated debentures
(4,186)
—
Payments for debt issuance costs
(447)
(1,134)
Cash transferred in spin-off of BBX Capital, Inc.
—
(96,842)
Merger consideration
(613)
—
Purchase and retirement of common stock
(20,872)
(11,741)
Dividends paid on common stock
—
(1,144)
Distributions to noncontrolling interests
—
(7,194)
Net cash used in financing activities
$
(70,460)
$
(151,066)
Net increase (decrease) in cash and cash equivalents and restricted cash
4,134
(160,088)
Cash, cash equivalents and restricted cash at beginning of period
257,104
406,870
Cash, cash equivalents and restricted cash at end of period
$
261,238
$
246,782


	For the Three Months Ended
	March 31,
	2022		2021
Operating activities:
Net income	$	19,208	$	5,504
Adjustment to reconcile net income to net cash
provided by operating activities:
Provision for loan losses		16,579		12,319
Depreciation and amortization		4,810		5,189
Share-based compensation expense		745		—
Net losses on sales of real estate and property and equipment		5		11
Increase (Decrease) in deferred income tax liability		5,273		(4,440)
Changes in operating assets and liabilities:
Notes receivable		(23,874)		(4,534)
VOI inventory		7,898		2,032
Prepaids expense and other assets		(6,976)		(15,192)
Accounts payable, accrued liabilities and other, and
deferred income		5,824		11,080
Net cash provided by operating activities	$	29,492	$	11,969

Investing activities:
Purchases of property and equipment		(4,895)		(4,049)
Net cash used in investing activities	$	(4,895)	$	(4,049)

Financing activities:
Repayments of notes payable and other borrowings	$	(33,970)	$	(63,484)
Proceeds from notes payable and other borrowings		58,397		42,350
Redemption of junior subordinated debentures		—		(4,004)
Payments for debt issuance costs		(1,697)		—
Purchase and retirement of common stock		(4,702)		—
Net cash provided by (used in) financing activities	$	18,028	$	(25,138)
Net increase (decrease) in cash and cash equivalents
and restricted cash		42,625		(17,218)
Cash, cash equivalents and restricted cash at beginning of period		183,079		257,104
Cash, cash equivalents and restricted cash at end of period	$	225,704	$	239,886

Supplemental cash flow information:
Interest paid on borrowings, net of amounts capitalized	$	5,951	$	1,818
Income taxes paid		704		228

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents		179,274		199,150
Restricted cash		46,430		40,736
Total cash, cash equivalents and restricted cash	$	225,704	$	239,886

~~BLUEGREEN VACATIONS HOLDING CORPORATION~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

~~(In thousands)~~

For the Nine Months Ended
September 30,
2021
2020
Supplemental cash flow information:
Interest paid on borrowings, net of amounts capitalized
$
23,481
$
22,912
Income taxes paid
14,175
778
Supplementary disclosure of non-cash investing and financing activities:
Increase in other assets upon issuance of Community Development District Bonds
—
827
Assumption of Community Development District Bonds by homebuilders
—
3,837
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents
216,567
211,110
Restricted cash
44,671
35,672
Total cash, cash equivalents and restricted cash
$
261,238
$
246,782

~~See accompanying Notes to Consolidated Financial Statements - Unaudited~~

‎

BLUEGREEN VACATIONS HOLDING CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1. Organization and Basis of Financial Statement Presentation

Bluegreen Vacations Holding Corporation ~~together~~is a Florida-based holding company which owns 100% of Bluegreen Vacations Corporation (“Bluegreen”). Bluegreen Vacations Holding Corporation as a standalone entity without its subsidiaries is sometimes referred to herein as “BVH”. Bluegreen Vacations Holding Corporation with its subsidiaries, including Bluegreen, ~~Vacations Corporation “Bluegreen”), are~~is referred to herein as ~~“the Company,” “we,” “us,”~~the “Company”, “we”, ”us” or “our” ~~(unless stated to the contrary or the context otherwise requires)~~. . The Company has prepared the accompanying unaudited consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, ~~it does~~they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the Company’s opinion, the financial information furnished herein reflects all adjustments consisting of normal recurring items necessary for a fair presentation of its financial position, results of operations, and cash flows for the interim periods reported in this Quarterly Report on Form 10-Q. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, actual results could differ from those estimates. Due to the unprecedented impact and uncertainties related to the Coronavirus Disease 2019 (“COVID-19”) pandemic, including its potential future impact and other factors, the results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or any other future interim or annual periods. The accompanying ~~interim~~ financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, ~~2020,~~2021, included in ~~its~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March ~~1, 2021~~4, 2022 (the ~~“2020~~“2021 Annual Report on Form 10-K”).

Our Business

On September 30, 2020, the Company completed its spin-off of BBX Capital, Inc. (“BBX Capital”). The former wholly owned subsidiary of the Company became a separate public company as a result of the spin-off and holds all of the historical businesses and investments of the Company other than the Company’s investment in Bluegreen. As a result of the spin-off, the Company is a “pure play” holding company whose sole asset is its wholly owned subsidiary, Bluegreen.

Prior to May 5, 2021, ~~the Company~~BVH beneficially owned approximately 93% of Bluegreen’s outstanding common stock. On May 5, 2021, ~~the Company~~ BVH acquired all of the approximately 7% of ~~the~~ outstanding shares of Bluegreen’s common stock not previously beneficially owned by ~~the Company~~ BVH through a statutory short-form merger under Florida law. In connection with the merger, Bluegreen’s shareholders (other than ~~the Company~~)BVH) received 0.51 shares of ~~the Company’s~~ BVH’s Class A Common Stock for each share of Bluegreen’s common stock that they held at the effective time of the merger (subject to rounding up of fractional shares). TheThe Company issued approximately 2.66 million shares of its Class A Common Stock in connection with the merger. As a result of the completion of the merger, Bluegreen became a wholly owned subsidiary of ~~the Company~~.BVH and Bluegreen’s common stock is no longer publicly traded.

~~The Company~~Bluegreen is a leading vacation ownership company that markets and sells vacation ownership interests (“VOIs”) and manages resorts in popular leisure and urban destinations. ~~Our~~Bluegreen’s resorts are primarily located in high-volume, “drive-to” vacation locations, including Orlando, Las Vegas, Myrtle Beach, Charleston and New Orleans, among others. The resorts in which ~~we market, sell,~~Bluegreen markets, sells, and ~~manage~~manages VOIs were either developed or acquired by ~~the Company,~~Bluegreen, or were developed and are owned by third parties. ~~The Company~~Bluegreen earns fees for providing sales and marketing services to third party ~~developers and~~developers. Bluegreen also earns fees for providing management services to the ~~Bluegreen~~ Vacation Club and homeowners’ associations (“HOAs”), mortgage servicing, VOI title services, reservation services, and construction design and development services. In addition, ~~the Company~~Bluegreen provides financing to qualified VOI purchasers, which generates significant interest income.

Principles of Consolidation and Basis of ~~Financial Statement~~ Presentation

The Company’s unaudited consolidated financial statements include the accounts of its wholly owned subsidiaries, ~~other~~ entities in which the Company or its consolidated subsidiaries hold controlling financial interests, including Bluegreen/Big Cedar Vacations LLC (a joint venture in which Bluegreen is deemed to hold a controlling financial interest based on its 51% equity interest, its active role as the day-to-day manager of its activities, and Bluegreen’s majority voting control of its management committee (“Bluegreen/Big Cedar Vacations”)), and any ~~Variable Interest Entities~~variable interest entities (“VIEs”) in which the Company or one of its consolidated subsidiaries is deemed the primary beneficiary of the VIE. All significant inter-company accounts and transactions have been eliminated in consolidation.

Impact of the COVID-19 pandemic

The COVID-19 pandemic caused an unprecedented disruption in the U.S. and global economies and the industries in which the Company operates due to, among other things, government ordered “shelter in place” and “stay at home” orders and advisories, travel restrictions, and restrictions on business operations, including government guidance with respect to travel, public accommodations, social gatherings, and related matters. These disruptions and the reaction of the general public to the pandemic had a significant adverse impact on the Company's financial condition and operations throughout ~~2020.~~2020, including, without limitation, due to the temporary closure beginning in March 2020 of all of Bluegreen’s VOI sales centers, its retail marketing operations at Bass Pro Shops and Cabela’s stores and outlet malls, and its Choice Hotels call transfer program, Bluegreen’s cancellation of existing owner reservations through May 15, 2020 and new prospect guest tours through June 30, 2020, and the temporary closure of certain of Bluegreen’s Club Resorts and Club Associate Resorts in accordance with government mandates and advisories. While adverse conditions ~~have~~ continued during 2021, including due to the ~~risk~~emergence of new variants such as the Delta variant ~~the Company’s~~and Omicron variant, Bluegreen’s business and results generally improved during 2021 and have continued to improve in the ~~nine months ended September 30, 2021.~~first quarter of 2022.

Status of Current Operations

As of ~~September 30, 2021,~~March 31, 2022, we were operating marketing kiosks at ~~123~~128 Bass Pro Shops and Cabela’s stores, including 2421 new Cabela’s locations and ~~one~~2 new Bass Pro ~~location opened during the nine months ended September 30,~~locations as compared to March 31, 2021; ~~the Choice Hotels call transfer program was close to pre-pandemic volume;~~and all of our VOI sales centers and resorts were open, except for one resort and sales center in Surfside, Florida which was closed due to conditions unrelated to the pandemic. Further, resort occupancy rates were approximately ~~84%~~77% at resorts with sales centers in the ~~third~~first quarter of ~~2021 and~~2022. While we sold ~~52,000~~only 42,000 vacation packages in the ~~third~~first quarter of ~~2021~~2022 compared to ~~37,000~~49,000 in the ~~third~~first quarter of ~~2020.~~ 2021, Bluegreen’s pipeline of vacation packages was 200,600 at March 31, 2022 compared to 132,100 at March 31, 2021, which we believe reflected the impact of the temporary cessation of marketing activities at the outset of the COVID-19 pandemic. We believe that the increase in sales of VOIs in the ~~third~~first quarter of ~~2021,~~2022 reflected the improvement in general economic conditions despite continued COVID-19 cases, ~~federal mandates,~~increasing interest rates and ~~increased inflation~~inflationary trends during the period. While we hope that conditions in the travel and leisure industry continue to improve, the continued future impact of economic conditions and the pandemic ~~and its impact~~ on the Company is uncertain. Various state and local government officials may in the future issue new or revised orders that are different than the ones under which we are currently ~~operating.~~operating, and actions of foreign government may exacerbate supply chain constraints and result in increased inflation. It is impossible to predict the duration and severity of the pandemic and the likely impact of the pandemic on the Company’s future revenues, net income and other operating results.

Use of Estimates

The Company’s financial statements are prepared in conformity with GAAP, which requires it to make estimates based on assumptions about current and, for some estimates, future economic and market conditions which affect reported amounts and related disclosures in its financial statements. Although the Company’s current estimates contemplate current and expected future conditions, as applicable, actual conditions could differ from its expectations, which could materially affect its results of operations and financial position. In particular, a number of estimates have been and will continue to be affected by the ongoing COVID-19 ~~pandemic.~~pandemic and general economic conditions, increasing interest rates and inflation. The severity, magnitude and duration, as well as the economic consequences of ~~the COVID-19 pandemic,~~these factors are uncertain, ~~rapidly changing~~subject to change and difficult to predict. As a result, accounting estimates and assumptions may change over ~~time in response to COVID-19.~~time. Such changes could result in, among other adjustments, future impairments of intangibles and long-lived assets, incremental credit losses on Bluegreen’s VOI notes receivable, ~~an increase~~a decrease in ~~valuation allowances on deferred~~the carrying amount of tax assets, or an increase in other obligations as of the time of a relevant measurement event.On an ongoing basis, management evaluates its estimates, including those that relate to the estimated future sales value of inventory; the recognition of revenue; the allowance for loan losses; the recovery of the carrying value of real estate inventories; the fair value of assets measured at, or compared to, fair value on a non-recurring basis such as intangible assets and other long-lived assets; the estimate of contingent liabilities related to litigation and other claims and assessments; and deferred income taxes. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about

the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions and conditions.

2. Recently Issued Accounting Pronouncements

Future Adoption of Recently Issued Accounting Pronouncements

The FASB has issued the following accounting pronouncement and guidance relevant to the Company’s operations which had not yet been adopted as of ~~September 30, 2021:~~March 31, 2022:

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effect of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides relief for companies preparing for

the discontinuation of LIBOR in response to the Financial Conduct Authority (the regulatory authority over LIBOR) plan for a phase out of regulatory oversight of LIBOR interest rate indices after 2021 to allow for an orderly transition to an alternate reference rate. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to LIBOR for promissory notes or other contracts that are currently indexed to LIBOR. The ARRC has proposed a market transition plan to SOFR from LIBOR and organizations are currently working on transition plans as it relates to derivatives and cash markets exposed to LIBOR. Although the Company’s ~~VOI~~VOIs notes receivable from its borrowers are not indexed to LIBOR, as of ~~September 30, 2021,~~March 31, 2022, the Company had $170.9 million of LIBOR indexed junior subordinated debentures ~~$75.5~~and $73.9 million of LIBOR indexed receivable-backed notes ~~payable and lines of credit, and $108.1 million of LIBOR indexed lines of credit and notes payable (which are not receivable-backed) that mature after 2021.~~payable. Companies can apply ASU 2020-04 immediately. However, the guidance will only be available for a limited time, generally through December 31, 2022. The Company has not yet adopted this standard and is evaluating the potential impact that the eventual replacement of the LIBOR benchmark interest rate could have on its results of operations, liquidity and consolidated financial statements.

3. Revenue ~~From~~from Contracts with Customers

The table below sets forth the Company’s disaggregated revenue by category from contracts with customers (in thousands).:


	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended
	September 30,				September 30,				March 31,
	2021		2020		2021		2020		2022		2021

Sales of VOIs ⁽¹⁾	$	107,383	$	59,265	$	255,126	$	113,447	$	99,028	$	55,931
Fee-based sales commission revenue ⁽¹⁾		35,585		22,119		96,921		64,619		24,084		25,718
Resort and club management revenue ⁽²⁾		25,879		24,454		76,250		73,707		26,198		24,928
Cost reimbursements ⁽²⁾		18,699		15,684		50,859		46,654		18,064		16,608
Administrative fees and other ⁽¹⁾		3,730		1,281		8,867		5,353
Title fees and other ⁽¹⁾										3,082		2,274
Other revenue ⁽²⁾		2,311		2,096		6,142		4,498		1,927		1,695
Revenue from customers		193,587		124,899		494,165		308,278		172,383		127,154
Interest income ⁽³⁾		20,931		19,345		59,787		59,963		22,198		19,261
Other income, net		—		—		157		186		548		—
Total revenue	$	214,518	$	144,244	$	554,109	$	368,427	$	195,129	$	146,415

(1) Included in the Company’s sales of VOIs and financing segment described in Note ~~15.~~14.

(2) Included in the Company’s resort operations and club management segment described in Note ~~15.~~14.

(3) Interest income of ~~$20.9~~$22.1 million and ~~$19.0~~$19.1 million for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, ~~and $59.5 million and $58.3 million for the nine months ended September 30, 2021 and 2020, respectively, are~~is included in the Company’s sales of VOIs and financing segment described in Note ~~15.~~14.

~~Please refer to Note 15: Segment Reporting below for more details~~As of March 31, 2022 and December 31, 2021, the Company had commission receivables, net of an allowance, of $16.4 million and $17.4 million, respectively, related to third-party sales of VOIs, which are included in other assets in the unaudited consolidated balance sheets. Commission receivables relate to contracts with customers, including amounts associated with the Company’s ~~segments.~~

contractual right to consideration for completed performance obligations, and

129

are settled when the related cash is received. Commission receivables are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time.

Contract liabilities include payments received or due in advance of satisfying performance obligations, including points awarded to customers as an incentive for the purchase of VOIs that may be redeemed in the future, advance deposits on owner programs for future services, and deferred revenue on prepaid vacation packages for future stays at the Company’s resorts. Both points incentives and owner programs are recognized upon redemption, and deferred revenue for vacation packages is recognized net of sales of marketing expenses upon customer stays.

The following table sets forth the Company’s contract liabilities as of March 31, 2022 and December 31, 2021 (in thousands):


	March 31,		December 31,
	2022		2021
Point incentives	$	2,473	$	2,676
Owner programs		1,995		2,159
Deferred revenue vacation packages		1,264		1,274
	$	5,732	$	6,109

4. Notes Receivable

The table below provides information relating to the Company’s notes receivable and its allowance for loan losses (dollars in thousands):




	As of				As of
	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Notes receivable secured by VOIs:
VOI notes receivable - non-securitized	$	245,127	$	156,078	$	294,661	$	275,163
VOI notes receivable - securitized		344,150		395,315		326,359		334,266
Gross VOI notes receivable		589,277		551,393		621,020		609,429
Allowance for loan losses - non-securitized		(66,337)		(38,750)		(82,504)		(77,714)
Allowance for loan losses - securitized		(86,203)		(103,294)		(84,899)		(85,393)
Allowance for loan losses		(152,540)		(142,044)		(167,403)		(163,107)
VOI notes receivable, net	$	436,737	$	409,349	$	453,617	$	446,322
Allowance as a % of Gross VOI notes receivable		26%		26%		27%		27%

The weighted-average interest rate charged on the Company’s notes receivable secured by VOIs was ~~15.2% and 15.0%~~15.3% at ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively.~~2021. All of ~~the~~ Company’s VOI loans bear interest at fixed rates. The Company’s VOI notes receivable are primarily secured by ~~property~~VOI inventory located in Florida, Missouri, South Carolina, Tennessee, Nevadaand Virginia.

Allowance for Loan Losses

The activity in the Company’s allowance for loan losses was as follows (in thousands):



	For the Three Months Ended
	March 31,
		2022		2021
Balance, beginning of period	$	163,107	$	142,044
Provision for loan losses		16,579		12,319
Less: Write-offs of uncollectible receivables		(12,283)		(11,121)
Balance, end of period	$	167,403	$	143,242

For the Nine Months Ended
September 30,
2021
2020
Balance, beginning of period
$
142,044
$
140,630
Provision for loan losses
51,514
44,083
Less: Write-offs of uncollectible receivables
(41,018)
(34,908)
Balance, end of period
$
152,540
$
149,805

The Company monitors the credit quality of its receivables on an ongoing basis. The Company holds large amounts of homogeneous VOI notes receivable and ~~assesses~~assess uncollectibility based on pools of receivables as ~~we do~~it does not believe that there are significant concentrations of credit risk with any individual counterparty or groups of counterparties. In estimating loan losses, ~~we do~~the Company does not use a single primary indicator of credit quality but instead ~~evaluate our~~evaluates its VOI notes receivable based upon a static pool analysis that incorporates the aging of the respective receivables, default trends and prepayment rates by origination year, as well as the FICO scores of the borrowers. The Company records the difference between its VOI notes receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for loan losses and records the VOI notes receivables net of the allowance.

~~During 2020, and to a lesser extent in the first nine months of 2021, the~~The COVID-19 pandemic ~~had a material~~or adverse ~~impact on unemployment~~changes in ~~the United States and~~ economic conditions, ~~in general and the impact~~including recent inflationary trends may ~~continue for some time. During the nine months ended September 30, 2020, the Company recorded~~have an additional allowance of $12.0 million which included our estimate at that time of customer defaults as a result of changing economic factors related to the COVID-19 pandemic. We believe that the COVID-19 pandemic may continue to have anadverse impact on the collectability of our VOI notes ~~receivable. We~~receivable and we continue to evaluate the impact ~~of the COVID-19 pandemic~~on on our default or and delinquency ~~rates as the current situation is highly uncertain.~~rates. Our ~~estimate~~estimates may not prove to be correct and our allowance for loan losses may not prove to be adequate.

Additional information about ~~our~~the Company’s VOI notes receivable by year of origination ~~as of September 30, 2021~~ is as follows as of March 31, 2022 (in thousands):


	Year of Origination														Year of Origination
	2021		2020		2019		2018		2017		2016 and Prior		Total		2022		2021		2020		2019		2018		2017 and Prior		Total

701+	$	95,031	$	53,334	$	64,988	$	42,987	$	28,790	$	45,723	$	330,853	$	39,722	$	117,094	$	44,535	$	55,081	$	36,536	$	60,572	$	353,540
601-700		60,609		36,661		36,537		27,483		19,433		42,148		222,871		18,111		81,328		31,597		31,779		23,900		50,505		237,220
<601⁽¹⁾		8,294		3,369		3,897		2,584		1,706		4,575		24,425		1,453		4,056		2,912		3,464		2,274		5,095		19,254
Other ⁽²⁾		65		1,100		1,309		2,542		1,974		4,138		11,128		491		2,668		1,234		1,017		1,596		4,000		11,006
Total by FICO score	$	163,999	$	94,464	$	106,731	$	75,596	$	51,903	$	96,584	$	589,277	$	59,777	$	205,146	$	80,278	$	91,341	$	64,306	$	120,172	$	621,020

(1)Includes VOI notes receivable attributable to borrowers without a FICO score (who are primarily foreign borrowers).

(2)Includes ~~$7.3~~$7.0 million related to VOI notes receivable that, as of ~~September 30,~~March 31, 2022, had defaulted, but the related VOI note receivable balance had not yet been charged off in accordance with the provisions of certain receivable-backed notes payable transactions. These VOI notes receivable have been reflected in the allowance for loan losses.

Additional information about the Company’s VOI notes receivable by year of origination is as follows as of December 31, 2021 (in thousands):


	Year of Origination
	2021		2020		2019		2018		2017		2016 and Prior		Total

701+	$	129,960	$	49,102	$	60,037	$	39,760	$	26,711	$	40,872	$	346,442
601-700		82,664		34,185		34,072		25,732		18,132		37,777		232,562
<601⁽¹⁾		4,623		3,149		3,690		2,473		1,551		4,175		19,661
Other⁽²⁾		2,279		996		1,201		1,876		1,429		2,983		10,764
Total by FICO score	$	219,526	$	87,432	$	99,000	$	69,841	$	47,823	$	85,807	$	609,429

(1)Includes VOI notes receivable attributable to borrowers without a FICO score (who are primarily foreign borrowers).

(2)Includes $7.0 million related to VOI notes receivable that, as of December 31, 2021, had defaulted, but the related VOI note receivable balance had not yet been charged off in accordance with the provisions of certain receivable-backed notes payable transactions. These VOI notes receivable have been reflected in the allowance for loan losses.

~~Additional information about our VOI notes receivable by year of origination as of December 31, 2020 was as follows (in thousands):~~

Year of Origination
2020
2019
2018
2017
2016
2015 and Prior
Total
701+
$
70,874
$
85,294
$
56,490
$
37,371
$
27,638
$
35,693
$
313,360
601-700
42,095
44,672
34,181
24,700
22,656
34,779
203,083
<601⁽¹⁾
3,737
4,491
3,003
2,113
2,188
3,954
19,486
Other⁽²⁾
29
567
3,805
3,476
2,336
5,251
15,464
Total by FICO score
$
116,735
$
135,024
$
97,479
$
67,660
$
54,818
$
79,677
$
551,393

~~(1)Includes VOI notes receivable attributable to borrowers without a FICO score (who are primarily foreign borrowers).~~

~~(2)Includes $11.4~~ million related to VOI notes receivable that, as of December 31, 2020, had defaulted, but the related VOI note receivable balance had not yet been charged off in accordance with the provisions of certain receivable-backed notes payable transactions. These VOI notes receivable have been reflected in the allowance for loan losses.

The percentage of gross notes receivable outstanding by FICO score of the borrower at the time of origination were as follows:


					As of
	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
FICO Score
701+	57	%	59	%
601-700	39		37
<601	3		3
700+					58	%	58	%
601-699					39		39
<600					2		2
No Score⁽¹⁾	1		1		1		1
Total	100	%	100	%	100	%	100	%

(1)Includes VOI notes receivable attributable to borrowers without a FICO score (who are primarily foreign borrowers).

The Company’s notes receivable are carried at amortized cost less an allowance for loan losses. Interest income is suspended, and previously accrued but unpaid interest income is reversed, on all delinquent notes receivable when principal or interest payments are more than 90 days contractually past due and not resumed until such loans are less than 90 days past due. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020, $16.1~~2021, $17.3 million and ~~$24.0~~$16.3 million,

respectively, of our VOI notes receivable were more than 90 days past due, and accordingly, consistent with our policy, were not accruing interest income. After approximately 127 days, ~~past due,~~ VOI notes receivable are generally written off against the allowance for loan loss. Accrued interest was ~~$4.1 million and $3.9~~$4.4 million as of ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively,~~2021, and is included within other assets in the Company’s unaudited consolidated balance sheets herein.

The followingtable shows the delinquency status of ~~our~~the Company’s VOI notes receivable as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands):



	As of					As of
	September 30,		December 31,			March 31,		December 31,
	2021		2020		2022		2021
Current	$	564,645	$	517,111	$	592,907	$	581,719
31-60 days		4,913		5,778		6,429		6,290
61-90 days		3,655		4,541		4,372		5,084
Over 91 days ⁽¹⁾		16,064		23,963		17,312		16,336
Total	$	589,277	$	551,393	$	621,020	$	609,429

(1)Includes ~~$7.3 million and $11.4~~$7.0 million related to VOI notes receivable that, as of ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively,~~2021 had defaulted, but the related VOI note receivable balance had not yet been charged off in accordance with the provisions of certain receivable-backed notes payable transactions. These VOI notes receivable have been reflected in the allowance for loan losses.

5. Variable Interest Entities

~~We sell~~The Company sells VOI notes receivable through special purpose finance entities. These transactions are generally structured as non-recourse to usBluegreen and are designed to provide liquidity and to transfer the economic risks and benefits of the notes receivable to third parties. In a securitization, various classes of debt securities are issued by the special purpose finance entities that are generally collateralized by a single tranche of transferred assets, which consist of VOI notes receivable. ~~We service~~Bluegreen services the securitized notes receivable for a fee pursuant to servicing agreements negotiated with third parties based on market conditions at the time of the securitization.

In these securitizations, the Company generally retains a portion of the securities and continues to service the securitized notes receivable. Under these arrangements, the cash payments received from obligors on the receivables sold are generally applied monthly to pay fees to service providers, make interest and principal payments to investors,

and fund required reserves, if any, with the remaining balance of such cash retained by the Company; however, to the extent the portfolio of receivables fails to satisfy specified performance criteria (as may occur due to, among other things, an increase in default rates or credit loss severity) or other trigger events occur, the funds received from obligors are required to be distributed on an accelerated basis to investors. Depending on the circumstances and the transaction, the application of the accelerated payment formula may be permanent or temporary until the trigger event is cured. As of ~~September 30,~~March 31, 2022 and December 31, 2021, ~~we were~~Bluegreen was in compliance with ~~the~~all terms under ~~our~~its securitization transactions, and no trigger events had occurred.

In accordance with applicable accounting guidance for the consolidation of VIEs, ~~we analyze our~~the Company analyzes its variable interests, which may consist of loans, servicing rights, guarantees, and equity investments, to determine if an entity in which ~~we have~~it has a variable interest is a VIE. The analysis includes a review of both quantitative and qualitative factors. The Company bases its quantitative analysis on the forecasted cash flows of the entity and it bases its qualitative analysis on the structure of the entity, including its decision-making ability and authority with respect to the entity, and relevant financial agreements. The Company also uses its qualitative analysis to determine if it must consolidate a VIE as the primary beneficiary. In accordance with applicable accounting guidance, the Company has determined these securitization entities to be VIEs of which it is the primary beneficiary and, therefore, the Company consolidates the entities ~~are consolidated~~ into ~~the Company’s~~its financial statements.

Under the terms of certain of VOI ~~note~~notes receivable sales, ~~we have~~the Company has the right to repurchase or substitute a limited amount of defaulted notes for new notes at the outstanding principal balance plus accrued interest. Voluntary repurchases and substitutions of defaulted notes for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were ~~$11.8~~$2.0 million and ~~$11.1~~$3.8 million,

respectively. The Company’s maximum exposure to loss relating to its non-recourse securitization entities is the difference between the outstanding VOI notes receivable and the notes payable, plus cash reserves and any additional residual interest in future cash flows from collateral.

The assets and liabilities of the Company’s consolidated VIEs are as follows (in thousands):



					As of
	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021

Restricted cash	$	17,341	$	20,469	$	16,238	$	15,956
Securitized notes receivable, net		257,947		292,021		241,460		248,873
Receivable backed notes payable - non-recourse		297,531		341,532		323,043		340,154

The restricted cash and the securitized notes receivable balances disclosed in the table above are restricted to satisfy obligations of the VIEs.

6. VOI Inventory

~~Our~~The Company’s VOI inventory consists of the following (in thousands):



	As of				As of
	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021

Completed VOI units	$	257,211	$	268,686	$	251,555	$	255,223
Construction-in-progress		15,282		—		11,335		10,313
Real estate held for future development		69,069		78,436		63,817		69,069
Total	$	341,562	$	347,122	$	326,707	$	334,605

Construction-in-progress consists primarily of additional VOI units being developed at The Cliffs at Long Creek and The Bluegreen Wilderness Club at Big Cedar in Ridgedale, Missouri.

7. Debt

Lines-of-Credit and Notes Payable

Financial data related to our lines of credit and notes payable (other than receivable-backed notes payable, which are discussed below) as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, were as follows (dollars in thousands):



	As of
	March 31, 2022					December 31, 2021
	Balance		Interest ‎Rate	Carrying ‎Amount of ‎Pledged ‎Assets		Balance		Interest ‎Rate	Carrying ‎Amount of ‎Pledged ‎Assets

Fifth Third Syndicated LOC	$	40,000	2.11%	$	57,383	$	10,000	2.25%	$	21,243
Fifth Third Syndicated Term Loan		100,000	1.99%		143,457		88,125	2.25%		187,207
Unamortized debt issuance costs		(2,213)	—		—		(1,000)			—
Total	$	137,787		$	200,840	$	97,125		$	208,450

Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan

As of
September 30, 2021
December 31, 2020
Balance
Interest
‎Rate
Carrying
‎Amount of
‎Pledged
‎Assets
Balance
Interest
‎Rate
Carrying
‎Amount of
‎Pledged
‎Assets
NBA Éilan Loan
$
—
—
$
—
$
15,903
4.75%
$
28,491
Fifth Third Syndicated LOC
20,000
2.25%
38,497
30,000
2.25%
50,822
Fifth Third Syndicated Term
90,000
2.25%
173,237
93,750
2.25%
158,817
Unamortized debt issuance costs
(1,021)
—
—
(1,267)
—
—
Total
$
108,979
$
211,734
$
138,386
$
238,130

. Bluegreen has a corporate credit facility which at December 31, 2021 included a $100.0 million term loan (the “Fifth Third Syndicated Loan”) with quarterly amortization requirements and a $125.0 million revolving line of credit (the “Fifth Third Syndicated Line-of-Credit”). In February 2022, Bluegreen amended and increased the facility to $300.0 million. The amended facility includes a $100.0 million term loan with quarterly amortization requirements and a $200.0 million revolving line of credit. Accordingly, the amendment and restatement increased the revolving line of credit by $75.0 million. Borrowings generally bear interest at a rate of term SOFR plus 1.75-2.50% and a 0.05%-0.10% credit spread adjustment, depending on Bluegreen’s leverage ratio (as compared to LIBOR plus 2.00%-2.50% with a 0.25% LIBOR floor under the terms of the facility prior to the amendment and restatement). The amendment also extended the maturity date from October 2024 to February 2027. Fifth Third Bank acts as administrative agent, lead arranger, and participating lender. In addition, certain other banks participate as lenders. Borrowings are collateralized by certain VOI inventory, sales center buildings, management fees, short-term receivables and cash flows from residual interests relating to certain term securitizations.

~~NBA Éilan Loan~~
‎~~. The then-outstanding balance of $15.6 million on the NBA Éilan Loan was repaid in full in March 2021.~~

Except as described above, there were 0 new debt issuances or significant changes related to the above listed lines-of-credit or notes payable during the nine months ended September 30, 2021. See Note 10 to the Company’s Consolidated Financial Statements included in its 2020 Annual Report on Form 10-K for additional information regarding these lines-of-credit and notes payable.

Receivable-Backed Notes Payable

Financial data related to our receivable-backed notes payable facilities as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020 was~~2021 were as follows (dollars in thousands):



	As of										As of
	September 30, 2021					December 31, 2020					March 31, 2022					December 31, 2021
	Debt ‎Balance		Interest ‎Rate	Principal ‎Balance of ‎Pledged/ ‎Secured ‎Receivables		Debt ‎Balance		Interest ‎Rate	Principal ‎Balance of ‎Pledged/ ‎Secured ‎Receivables		Debt ‎Balance		Interest ‎Rate	Principal ‎Balance of ‎Pledged/ ‎Secured ‎Receivables		Debt ‎Balance		Interest ‎Rate	Principal ‎Balance of ‎Pledged/ ‎Secured ‎Receivables

Receivable-backed notes ‎ payable - recourse:
Liberty Bank Facility ⁽¹⁾	$	5,000	3.19%	$	6,904	$	10,000	3.40%	$	13,970
NBA Receivables Facility ⁽²⁾		10,000	3.00%		14,780		19,877	3.32%		26,220
Pacific Western Facility ⁽³⁾		7,500	3.00%		10,349		8,623	3.15%		13,131
Liberty Bank Facility											$	5,000	3.00%	$	7,582	$	5,000	3.00%	$	7,198
NBA Receivables Facility												10,000	3.00%		16,336		10,000	3.00%		15,396
Pacific Western Facility												7,500	3.21%		11,886		7,500	3.00%		11,265
Total		22,500			32,033		38,500			53,321		22,500			35,804		22,500			33,859

Receivable-backed notes ‎ payable - non-recourse:
Liberty Bank Facility ⁽¹⁾	$	18,490	3.19%	$	25,532	$	2,316	3.40%	$	3,235	$	15,233	3.00%	$	23,098	$	17,965	3.00%	$	25,864
NBA Receivables Facility ⁽²⁾		21,377	3.00%		31,594		11,985	3.32%		15,809		14,891	3.00%		24,327		18,910	3.00%		29,114
Pacific Western Facility ⁽³⁾		21,129	3.00%		29,155		—	—		—		13,967	3.21%		22,135		16,906	—		25,394
KeyBank/DZ Purchase Facility		30,956	2.50%		38,192		—	—		—		55,067	2.53%		68,665		42,994	—		53,623
Quorum Purchase Facility		22,576	4.75-5.10%		26,327		29,788	4.75-5.10%		34,651		17,866	4.95 - 5.10%		20,765		19,425	4.95-5.10%		22,690
2013 Term Securitization		7,298	3.20%		8,245		11,922	3.20%		13,483		4,903	3.20%		5,820		6,023	3.20%		6,965
2015 Term Securitization		16,069	3.02%		16,894		22,560	3.02%		24,475		12,588	3.02%		13,370		14,163	3.02%		15,009
2016 Term Securitization		27,323	3.35%		29,850		35,700	3.35%		40,221		22,331	3.35%		24,528		24,727	3.35%		27,166
2017 Term Securitization		40,760	3.12%		46,037		51,470	3.12%		58,907		34,429	3.12%		38,814		37,430	3.12%		42,452
2018 Term Securitization		57,938	4.02%		65,742		72,486	4.02%		84,454		50,386	4.02%		56,926		53,919	4.02%		61,269
2020 Term Securitization		99,220	2.60%		112,796		123,600	2.60%		139,052		85,274	2.60%		97,404		91,922	2.60%		105,023
Unamortized debt issuance costs		(4,609)	---		—		(5,994)	---		—		(3,892)	---		—		(4,230)	---		—
Total		358,527			430,364		355,833			414,287		323,043			395,852		340,154			414,569
Total receivable-backed debt	$	381,027		$	462,397	$	394,333		$	467,608	$	345,543		$	431,656	$	362,654		$	448,428

(1)Recourse on the Liberty Bank Facility is generally limited to $5.0 million, subject to certain ~~exceptions, as discussed below.~~exceptions. See the 2021 Company’s Annual Report on form 10-K for additional information.

(2)Recourse on the NBA Receivables Facility is generally limited to $10.0 ~~million.~~million subject to certain exceptions.

(3)Recourse on the Pacific Western Facility is generally limited to $7.5 million, subject to certain ~~exceptions, as discussed below.~~exceptions.

June 2024 and extend the maturity date from June 2024 to June 2026. As described in further detail below, the amendment, among other things, also increased the advance rates, decreased the interest rate on future borrowings and provides for a potential decrease in the interest rate on outstanding borrowings, and decreased the recourse amount. The advance rate with respect to Qualified Timeshare Loans is 85% (an increase from the 80% advance rate in place prior to the August amendment) of the unpaid principal balance of the Qualified Timeshare Loans. The advance rate is 70% (an increase from the 60% advance rate in place prior to the August amendment) of the unpaid principal balance of Non-Conforming Qualified Timeshare Loans. Maximum permitted outstanding borrowings are $40.0 million, subject to the terms of the facility. T~~he interest rate on outstanding borrowings prior to the August amendment is the Prime Rate minus 0.10% with a floor of 3.40%; provided, however, that pursuant to the August amendment, the interest rate on borrowings~~ ~~prior to the August amendment~~ will be the Prime Rate minus 0.50% with a floor of 3.00% if Bluegreen borrows an additional $15.0 million by December 31, 2021. The interest rate on borrowings incurred following the August amendment is the Prime Rate minus 0.50% with a floor of 3.00%. Recourse to Bluegreen under the amended facility is limited to $5.0 million (a decrease from $10.0 million prior to the August amendment), with certain exceptions set forth in the facility. Subject to the terms of the facility, principal and interest due under the Liberty Bank Facility are paid as cash is collected on the pledged receivables, with the remaining balance being due by maturity.

~~Pacific Western Facility.~~ Bluegreen has a revolving VOI notes receivable hypothecation facility (the “Pacific Western Facility”) with Pacific Western Bank, which provides for advances on eligible VOI notes receivable pledged under the facility, subject to specified terms and conditions, during a revolving credit period. In July 2021, Bluegreen amended and restated the facility, which increased the maximum outstanding borrowings from $40.0 million to $50.0 million, subject to eligible collateral and customary terms and conditions; extended the revolving advance period from September 2021 to September 2024; extended the maturity from September 2024 to September 2027; and amended certain other terms of the facility, including a future decrease in the interest rate on borrowings as described below. Eligible “A” VOI notes receivable that meet certain eligibility and FICO score requirements, which Bluegreen believes are typically consistent with loans originated under its current credit underwriting standards, are subject to an 85% advance rate. The Pacific Western Facility also allows for certain eligible “B” VOI notes receivable (which have less stringent FICO score requirements) to be funded at a 65% advance (53% advance rate prior to the amendment). Until September 21, 2021 borrowings under the Pacific Western Bank Facility continued to bear interest at the then-prevailing rate under the facility, which was the 30-day Libor rate plus 2.75%, subject to a 3.00% floor. Pursuant to the amendment to the Pacific Western Bank Facility, effective September 21, 2021, all borrowings outstanding under the facility bear interest at an annual rate equal to the 30-day Libor rate plus 2.50%, subject to a 2.75% floor. In addition, subject to certain exceptions, the amendment reduced Bluegreen’s recourse liability from $10.0 million to $7.5 million. P~~rincipal and interest due under the Pacific Western Bank Facility are paid as cash is collected on the pledged receivables, with the remaining balance being due by maturity in September 2027.~~

~~Other than as described above, there~~There were no0 new debt issuances or significant changes related to the above listed facilities during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. See Note 10 to the Company’s Consolidated Financial Statements included in its ~~2020~~2021 Annual Report on Form 10-K for additional information regarding the receivable-backed notes payable ~~facilities.~~

facilities listed above.

1815

Junior Subordinated Debentures

Financial data relating to the Company’s junior subordinated debentures as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was as follows (dollars in thousands):


	September 30, 2021			December 31, 2020				March 31, 2022			December 31, 2021
			Effective			Effective				Effective			Effective
	Carrying		Interest	Carrying		Interest	Maturity	Carrying		Interest	Carrying		Interest	Maturity
	Amounts		Rates ⁽¹⁾	Amounts		Rates ⁽¹⁾	Years ⁽²⁾	Amounts		Rates ⁽¹⁾	Amounts		Rates ⁽¹⁾	Years ⁽²⁾
Woodbridge - Levitt Capital Trusts I - IV	$	66,302	3.93 - 4.00%	$	66,302	4.01 - 4.04%	2035 - 2036	$	66,302	4.10 - 4.85%	$	66,302	3.93 - 4.07%	2035 - 2036
Bluegreen Statutory Trusts I - VI		104,596	4.98 - 5.05%		110,827	5.01 - 5.12%	2035 - 2037		104,595	5.10 - 5.90%		104,595	4.93 - 5.12%	2035 - 2037
Unamortized debt issuance costs		(1,004)			(1,057)				(968)			(985)
Unamortized purchase discount		(35,200)			(37,895)				(34,732)			(34,972)
Total junior subordinated debentures	$	134,694		$	138,177			$	135,197		$	134,940

(1)The Company’s junior subordinated debentures bear interest at three-month LIBOR (subject to quarterly adjustment) plus a spread ranging from ~~3.80%~~4.10% to ~~4.90%~~5.90%.

(2)As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, all of the junior subordinated debentures were eligible for redemption by the Company.

During February 2021, Bluegreen purchased BST II trust preferred securities having a par value of $6.1 million for approximately $4.0 million and delivered such securities to the trust in exchange for the cancellation of $6.1 million of Bluegreen’s junior subordinated debentures held by BST II.

Availability

As of ~~September 30, 2021,~~March 31, 2022, the Company was in compliance with all financial debt covenants under its debt instruments. As of ~~September 30, 2021, we~~March 31, 2022, the Company had availability of approximately ~~$257.7~~$310.2 million under our receivable-backed purchase and credit facilities, inventory lines of credit and corporate credit ~~line,~~facility, subject to eligible collateral and the terms of the facilities, as applicable.

Note Payable to BBX Capital

On September 30, 2020, the Company spun-off its subsidiary, BBX Capital, Inc. (“BBX Capital”). As a result of the spin-off, BBX Capital became a separate publicly traded company. In connection with ~~its~~the spin-off, ~~of BBX Capital in September 2020,~~ the Company issued a $75.0 million note payable to BBX Capital that accrues interest at a rate of 6% per annum and requires payments of interest on a quarterly basis. Under the terms of the note, we have the option in our discretion to defer interest payments under the note, with interest on the outstanding balance thereafter to accrue at a compounded rate of 8% per annum until such time as the Company is current on all accrued payments under the note, including deferred interest. All outstanding amounts will become due and payable in September 2025 or earlier upon certain events. As of September 30, 2021 and December 31, 2020, $1.1 million was included in other liabilities in the Company’s unaudited consolidated balance sheets as accrued interest payable in connection with this note payable.See Note 13 Related Party Transactions for further information.

8. Fair Value of Financial Instruments

ASC 820 Fair Value ~~Measurements and Disclosures~~Measurement (Topic 820) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:


Level 1:	Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2:	Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability

Level 3:	Unobservable inputs for the asset or liability

‎

1916

The carrying amounts of financial instruments included in the unaudited consolidated financial statements and their estimated fair values ~~as of September 30, 2021 and December 31, 2020~~ were as follows (in thousands):


	As of September 30, 2021				As of December 31, 2020				As of March 31, 2022				As of December 31, 2021
	Carrying ‎ Amount		Estimated ‎Fair Value		Carrying ‎ Amount		Estimated ‎Fair Value		Carrying ‎ Amount		Estimated ‎Fair Value		Carrying ‎ Amount		Estimated ‎Fair Value
Cash and cash equivalents	$	216,567	$	216,567	$	221,118	$	221,118	$	179,274	$	179,274	$	140,225	$	140,225
Restricted cash		44,671		44,671		35,986		35,986		46,430		46,430		42,854		42,854
Notes receivable, net		436,737		594,421		409,349		549,819		453,617		596,362		446,322		607,881
Note payable to BBX Capital, Inc.		75,000		76,800		75,000		78,218		50,000		49,230		50,000		50,340
Lines-of-credit, notes payable, and
receivable-backed notes payable		490,006		495,500		532,719		547,400		483,330		475,300		459,779		463,300
Junior subordinated debentures		134,694		135,000		138,177		133,500		135,197		113,500		134,940		133,500

Cash and cash equivalents. The amounts reported in the unaudited consolidated balance sheets for cash and cash equivalents approximate fair ~~value.~~value due to their short maturity of 90 days or less.

Restricted cash. The amounts reported in the unaudited consolidated balance sheets for restricted cash approximate fair value.

Notes receivable, net. The fair value of the Company’s notes receivable is estimated using Level 3 inputs and is based on estimated future cash flows considering contractual payments and estimates of prepayments and defaults, discounted at a market rate.

Note Payable to BBX Capital. The fair value of the note payable to BBX Capital was determined using Level 3 inputs by discounting the net cash outflows estimated to be used to repay the debt.

Lines-of-credit, notes payable, and receivable-backed notes payable. The amounts reported in the Company’s unaudited consolidated balance sheets for lines of credit, notes payable, and receivable-backed notes payable, approximate fair value for indebtedness that provides for variable interest rates. The fair value of the Company’s fixed-rate, receivable-backed notes payable was determined using Level 3 inputs by discounting the net cash outflows estimated to be used to repay the debt. These obligations are to be satisfied using the proceeds from the consumer loans that secure the obligations.

Junior subordinated debentures. The fair value of the Company’s junior subordinated debentures is estimated using Level 3 inputs based on the contractual cash flows discounted at a market rate or based on market price quotes from the over-the-counter bond market.

9. Commitments and Contingencies

Litigation Matters

In the ordinary course of business, the Company and its subsidiaries are parties to lawsuits as plaintiff or defendant involving its operations and activities, including the purchase, sale, marketing, or financing of VOIs. Additionally, from time to time in the ordinary course of business, the Company is involved in disputes with existing and former employees, vendors, taxing jurisdictions, and other individuals and entities, and it also receives individual consumer complaints as well as complaints received through regulatory and consumer agencies, including Offices of State Attorneys General. The Company takes these matters seriously and attempts to resolve any such issues as they arise. The Company may also become subject to litigation related to the COVID-19 pandemic, including with respect to any actions ~~the Company takes~~taken as a result thereof.

Reserves are accrued for matters in which management believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. Management does not believe that the aggregate liability relating

2017

to known contingencies ~~at this time~~ in excess of the aggregate amounts accrued ~~with respect thereto~~ will have a material impact on the Company’s results of operations or financial condition. However, litigation is inherently uncertain and the actual costs of resolving legal claims, including awards of damages, may be substantially higher than the amounts accrued for these claims and may have a material adverse impact on the Company’s results of operations or financial condition.

Management is not at this time able to estimate a range of reasonably possible losses with respect to matters in which it is reasonably possible that a loss will occur. In certain matters, management is unable to estimate the loss or reasonable range of loss until additional developments provide information sufficient to support an assessment of the loss or range of loss. Frequently in these matters, the claims are broad and the plaintiffs have not quantified or factually supported their claim.

Litigation

The following is a description of material legal proceedings pending against the Company or its subsidiaries:

~~On September 22, 2017,~~ Stephen Potje, Tamela Potje, Sharon Davis, Beafus Davis, Matthew Baldwin, Tammy Baldwin, Arnor Lee, Angela Lee, Gretchen Brown, Paul Brown, Jeremy Estrada, Emily Estrada, Michael Oliver, Carrie Oliver, Russell Walters, Elaine Walters, and Mike Ericson, individually and on behalf of all other similarly situated~~, filed a purported class action lawsuit against~~ ~~Bluegreen Vacations Unlimited (“BVU”), Bluegreen’s wholly owned subsidiary,~~ which asserts claims for alleged violations of the Florida Deceptive and Unfair Trade Practices Act and the Florida False Advertising Law. In the complaint, the plaintiffs alleged the making of false representations in connection with Bluegreen’s sales of VOIs. ~~The purported class action lawsuit was dismissed without prejudice after mediation.~~ However, during April 2018, plaintiffs re-filed their individual claims in Palm Beach County Circuit Court. Subsequently on October 15, 2019, the Court entered an order granting summary judgment in favor of Bluegreen and dismissed all claims. Plaintiffs appealed the summary judgment order. An agreement was subsequently reached to settle all claims, which will include payment to Bluegreen on behalf of all but one Plaintiff. A Joint Notice of Settlement was filed with the appellate court advising of the settlement and that the Plaintiffs have filed a voluntary Dismissal Notice of Appeal.

On June 28, 2018, Melissa S. Landon, Edward P. Landon, Shane Auxier and Mu Hpare, individually and on behalf of all others similarly situated, filed a purported class action lawsuit against Bluegreen and ~~Bluegreen Vacations Unlimited (“BVU”), Bluegreen’s wholly owned subsidiary,~~BVU asserting claims for alleged violations of the Wisconsin Timeshare Act, Wisconsin law prohibiting illegal referral selling, and Wisconsin law prohibiting illegal attorney’s fee provisions. Plaintiffs’ allegations include that Bluegreen failed to disclose the identity of the seller of real property at the beginning of Bluegreen’s initial contact with the purchaser; that the defendants misrepresented who the seller of the real property was; that the defendants misrepresented the buyer’s right to cancel; that the defendants included an illegal attorney’s fee provision in the sales document(s); that the defendants offered an illegal “today only” incentive to purchase; and that the defendants utilized an illegal referral selling program to induce the sale of VOIs. Plaintiffs seek certification of a class consisting of all persons who, in Wisconsin, purchased from ~~BVU~~Bluegreen one or more VOIs within six years prior to the filing of this lawsuit. Plaintiffs seek statutory damages, attorneys’ fees and injunctive relief. Bluegreen ~~and BVU~~ moved to dismiss the case, and on November 27, 2019, the ~~court~~Court issued a ruling granting the motion in part. Plaintiffs moved for class certification, ~~which~~and on November 5, 2021, the ~~defendants have opposed.~~Court entered an order denying Plaintiff’s Motion. Bluegreen believes the remainder of the lawsuit, which is proceeding on behalf of the named Plaintiffs only, is without merit and isintends to vigorously ~~defending~~defend the action.

On January 7, 2019, Shehan Wijesinha filed a purported class action lawsuit alleging violations of the Telephone Consumer Protection Act (the “TCPA”). It is alleged that BVU called plaintiff’s cell phone for telemarketing purposes using an automated dialing system, and that plaintiff did not give BVU his express written consent to do so. Plaintiff seeks certification of a class comprised of other persons in the United States who received similar calls from or on behalf of BVU without the person’s consent. Plaintiff seeks monetary damages, attorneys’ fees and injunctive relief. Bluegreen believes the lawsuit is without merit and intends to vigorously defend the action. On July 15, 2019, the court entered an order staying this case pending a ruling from the Federal Communications Commission clarifying the definition of an automatic telephone dialing system under the TCPA and the decision of the Eleventh Circuit in a separate action brought against a VOI company by a plaintiff alleging violations of the TCPA. On January 7, 2020, the Eleventh Circuit issued a ruling consistent with BVU’s position, and on June 26, 2020, the FCC also issued a favorable ruling. The case was stayed pending the United States Supreme Court’s decision in Facebook, Inc. v.

Duguid. On April 1, 2021, the Supreme Court issued a decision a on the Facebook case which was favorable to Bluegreen’s position that an automatic telephone dialing system was not used in this case. Bluegreen believes the ruling disposes of the plaintiff’s claim and has filed a Notice of Supplemental Authority advising the court of the ruling.

On July 18, 2019, Eddie Boyd, ~~et al.~~and Connie Boyd, Shaundre and Kimberly Laskey, and others similarly situated filed an action alleging that BVU and co-defendants violated the Missouri Merchandise Practices Act for allegedly making false statements and misrepresentations with respect to the sale of VOIs. Plaintiffs further have filed a purported class action allegation that BVU’s charging of an administrative processing fee constitutes the unauthorized practice of law, and have also asserted that Bluegreen and its outside counsel engaged in abuse of process by filing a lawsuit against plaintiffs’ counsel (The Montgomery Law Firm). Plaintiffs seek monetary damages, attorneys’ fees and injunctive relief. On August 31, 2020, the court certified a class regarding the unauthorized practice of law claim and dismissed the claims regarding abuse of process. On January 11, 2021, the Court issued an order that the class members are not entitled to rescission of their contracts because they failed to plead fraud in the inducement. Discovery is ongoing. Bluegreen believes the lawsuit is without merit and is vigorously defending the action.

On July 14, 2020, Kenneth Johansen, individually and on behalf of all others similarly situated, filed a purported class action against BVU for alleged violations of the TCPA. Specifically, the named plaintiff alleges that he received numerous telemarketing calls from BVU while he was on the National Do Not Call Registry. Bluegreen filed a motion

to dismiss, and plaintiff in response filed an amended complaint on September 18, 2020. On February 18, 2021, plaintiff filed a motion for class certification seeking to certify a class of thousands of individual proposed class members. On April 15, 2021 a ~~court-ordered~~court ordered mediation was conducted at which time the parties were not able to resolve the lawsuit. On September 30, 2021 the court entered an order denying plaintiff’s motion for class certification. The plaintiffs have appealed the order. Bluegreen is vigorously defending the action.

On August 30, 2020, over 100 VOI owners at The Manhattan Club (“TMC”) sued BVU and certain unaffiliated entities (the “Non-Bluegreen Defendants”). The complaint included claims arising out of alleged misrepresentations made during the sale of VOIs at TMC and certain post-sale operational practices, including allegedly charging owners excessive annual maintenance fees and implementing reservation policies that restrict the ability of VOI owners to use their points to access the resort while allowing the general public to make reservations. The plaintiffs assert in the complaint that Bluegreen acquired operational control of TMC from the Non-Bluegreen Defendants in 2018 and assumed joint liability for any prior wrongdoing by them. Bluegreen believes this assertion to be erroneous and that the claims against BVU are without merit. On September 27, 2021, the court granted Bluegreen’s motion to dismiss without prejudice and the Court declined to exercise supplemental jurisdiction over the remaining state law claims.

On March 15, 2018, BVU entered into an Agreement for Purchase and Sale of Assets with T. Park Central, LLC, O. Park Central, LLC, and New York Urban Ownership Management, LLC, (collectively “New York Urban”) (“Purchase and Sale Agreement”), which provided for the purchase of The Manhattan Club inventory over a number of years and the management contract for The Manhattan Club Association, Inc. On October 7, 2019, New York Urban initiated arbitration proceedings against BVU alleging that The Manhattan Club Association, Inc. (of which BVU was a member) was obligated to pay an increased management fee to a New York Urban affiliate and that this higher amount would be the benchmark for BVU’s purchase of the management contract under the parties’ Purchase and Sale Agreement. New York Urban also sought damages in the arbitration proceedings in excess of $10 million for promissory estoppel and tortious interference. On November 19, 2019, the parties participated in mediation but did not resolve the matter. On November 20, 2019, New York Urban sent a letter to BVU advising that it was: (1) withdrawing its arbitration demand; (2) notifying the Board that it was not seeking to execute the proposed amendment to the Management Agreement that was originally sent to Bluegreen on April 24, 2019; and (3) was not going to pay itself a management fee for the 2020 operating year in an amount exceeding the 2019 operating year (i.e., $6.5 million). On November 21, 2019, BVU sent New York Urban a Notice of Termination of the Purchase and Sale Agreement. On November 25, 2019, New York Urban sent its own Notice of Termination and a separate letter containing an offer to compromise if BVU resigned its position on the Board and permitted New York Urban to enforce its rights to the collateral. On November 29, 2019, BVU accepted the offer and on December 18, 2019, BVU provided New York Urban with resignations of its members on the Board of Directors.

On April 2, 2021, New York Urban initiated new arbitration proceedings against BVU, alleging it is owed over $70 million for periodic inventory closings that have not occurred since the Purchase and Sale Agreement was terminated or that will not occur because of the termination. New York Urban also seeks over $50 million because, due to the

Purchase and Sale Agreement’s termination, the closing on the management contract will not occur. ~~Bluegreen~~BVU believes this new claim is without merit and is pursuing declaratory relief and claims based on breach of the parties settlement agreement. Both New York Urban’s claims and BVU’s claims for declaratory relief and breach of the settlement agreement are being heard by an arbitration panel, and BVU is vigorously defending against New York Urban’s claims. Discovery is ongoing.

On September 14, 2021, Tamarah and Emmanuel Louis, individually and on behalf of all others similarly situated, filed a purported class action lawsuit against BVU alleging it violated the Military Lending Act (“MLA”). The complaint alleges that BVU did not make any inquiry before offering financing to the plaintiffs as to whether they were members of the United States Military and allege other claims related to certain disclosures mandated by the MLA. ~~Bluegreen~~BVU filed a motion to dismiss the complaint, and plaintiffs then filed an amended complaint on December 3, 2021. BVU believes that plaintiffs’ claims are without merit, has filed a motion to dismiss the amended complaint, and is ~~currently evaluating~~vigorously defending the ~~complaint.~~action.

Commencing in 2015, it came to Bluegreen’s attention that its collection efforts with respect to its VOI notes receivable were being impacted by a then emerging, industry-wide trend involving the receipt of “cease and desist”

letters from exit firms and attorneys purporting to represent certain VOI owners. Following receipt of these letters, Bluegreen is unable to contact the owners unless allowed by law. Bluegreen believes these exit firms have encouraged such owners to become delinquent and ultimately default on their obligations and that such actions and its inability to contact the owners have been a material factor in the increase in its annual default rates. Bluegreen’s average annual default rates have increased from 6.9% in 2015 to ~~9.21% to date~~8.2% in ~~2021.~~the first quarter of 2022. Bluegreen also estimates that approximately ~~8.9%~~6.1% of the total delinquencies on its VOI notes receivable as of ~~September 30, 2021~~March 31, 2022 related to VOI notes receivable subject to this issue. Bluegreen has in a number of cases pursued, and Bluegreen may in the future pursue, legal action against the VOI owners, and as described below, against the exit firms.

On November 13, 2019, Bluegreen filed a lawsuit against timeshare exit firm The Montgomery Law Firm and certain of its affiliates. In the complaint, Bluegreen alleged that through various forms of deceptive advertising, as well as inappropriate direct contact with VOI owners, such firm and its affiliates made false statements about Bluegreen and provided misleading information to the VOI owners and encouraged nonpayment by consumers. Bluegreen believes the consumers are paying fees to the firm and its affiliates in exchange for illusory services. Bluegreen has asserted claims under the Lanham Act, as well as tortious interference with contractual relations, civil conspiracy to commit tortious interference and other claims. Defendants’ motion to dismiss was denied. ~~Discovery is ongoing.~~In January 2022, Bluegreen entered into a settlement with several of the defendants, which includes an immaterial monetary payment and a stipulated injunction. Bluegreen continues to pursue its claims against the remaining defendants.

On November 13, 2020, Bluegreen filed a lawsuit against timeshare exit firm, Carlsbad Law Group, LLP, and certain of its associated law firms and affiliates. On December 30, 2020, Bluegreen filed a lawsuit against timeshare exit firm, The Molfetta Law Firm, and certain of its associated law firms, affiliates, and cohorts, including Timeshare Termination (“TTT”). In both of these actions, Bluegreen makes substantially the same claims against the timeshare exit firms and its associated law firms and affiliates as those made in its action against The Montgomery Law Firm described above. In June 2021, counsel for TTT moved to withdraw, citing TTT’s insolvency. On October 1, 2021, the principals of TTT filed for Chapter 11 Bankruptcy Protection. Bluegreen is pursuing its damages as a claim in those proceedings. Discovery is ongoing with respect to the non-bankrupt defendants in the Molfetta matter and in the Carlsbad matter.

Other Commitments, Contingencies and Guarantees

The Company, indirectly through Bluegreen and BVU has an exclusive marketing agreement through 2024 with Bass Pro, a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides itthe Company with the right to market and sell vacation packages at kiosks in each of Bass Pro’s retail locations and through other means. Pursuant to a settlement agreement Bluegreen entered into with Bass Pro and its affiliates during June 2019, Bluegreen paid Bass Pro $20.0 million and agreed to, among other things, make 5 annual payments to Bass Pro of $4.0 million in January of each year, commencing in 2020. Bluegreen made annual payments of $4.0 million to Bass Pro in January 2020, ~~and 2021. As of September 30,~~January 2021, and December 2021 (as payment of the amount owed in January 2022). As of March 31, ~~2020, $11.2~~2022 and December 31, 2021, $7.5 million and ~~$14.7~~$7.3 million, respectively, was included in accrued liabilities and other in the ~~Company’s~~ unaudited consolidated balance ~~sheets,~~sheet, for the remaining payments required by the settlement agreement.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and March 31 2021, ~~and 2020,~~ VOI sales to prospects and leads generated by the agreement with Bass Pro accounted for approximately ~~18%~~14% and ~~11%~~13%, respectively, of Bluegreen’s VOI sales volume. Subject to the terms and conditions of the settlement agreement, in lieu of the previous commission arrangement, Bluegreen agreed to pay Bass Pro a fixed annual fee of $70,000 for each Bass Pro and Cabela’s retail store that it is accessing (excluding sales at retail stores which are designated to provide tours to Bluegreen/Big Cedar Vacations, or “Bluegreen/Big Cedar feeder stores”), plus $32.00 per net vacation package sold (less cancellations or refunds within 45 days of sale). Bluegreen also agreed to contribute to the Wonders of Wildlife Foundation $5.00 per net package sold (less certain cancellations and refunds within 45 days of sale), subject to an annual minimum of $700,000. Bluegreen will generally be required to pay the fixed annual fee with respect to at least 59 Bass Pro retail stores and ~~a minimum number of Cabela’s retail stores that increases over time to a total of~~ at least 60 Cabela’s retail ~~stores by the end of 2021.~~stores. In ~~January~~December 2021, Bluegreen paid ~~$6.9~~$8.3 million ~~relating to this~~for the 2022 fixed fee, of which ~~$1.9~~$6.3 million was ~~prepaid~~unamortized as of March 31, 2022 and is included in the Company’s unaudited consolidated balance ~~sheet as of September 30, 2021.~~sheet. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021,

Bluegreen ~~incurred~~expensed $2.1 million and $1.7 million, ~~and $5.1 million,~~ respectively, ~~relating to~~for this fixed fee, which is included in selling, general and administrative expenses in the Company’s unaudited consolidated statements of operations and comprehensive ~~income, compared to $1.4 million and $3.9 million for the three and nine months ended September 30, 2020, respectively.~~income. Notwithstanding the

foregoing, the minimum number of Bass Pro and Cabela’s retail stores for purposes of the fixed annual fee may be reduced under certain circumstances set forth in the agreement, including as a result of a reduction of traffic in the stores in excess of 25% year-over-year. As of ~~September 30, 2021,~~March 31, 2022, Bluegreen had sales and marketing operations at a total of ~~123~~128 Bass Pro Shops and Cabela’s Stores.

In lieu of paying maintenance fees for unsold VOI inventory, Bluegreen may enter into subsidy agreements with certain HOAs. During the three months ended March 31, 2022 and 2021, Bluegreen made subsidy payments related to such subsidies of $1.5 million and $1.6 million, respectively, which are included in cost of other fee-based services in the Company’s unaudited consolidated statements of operations and comprehensive income. As of ~~September 30, 2021,~~March 31, 2022, Bluegreen had ~~$8.0~~$4.9 million accrued for such subsidies, which is included in accrued liabilities and other in the ~~Company’s~~ unaudited consolidated balance sheet as of such date. As of December 31, ~~2020,~~2021, Bluegreen had 0 accrued liabilities for such subsidies.

10. ~~Earnings (Loss) Per Share~~Equity

~~The following table presents~~Share Repurchase Program

In August 2021, the ~~calculation~~Company’s board of directors approved a share repurchase program which authorized the repurchase of the Company’s ~~basic~~Class A Common Stock and ~~diluted earnings (loss) per~~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 ~~(“EPS”).~~

For the Three Months Ended
For the Nine Months Ended
September 30,
September 30,
(in thousands, except per share amounts)
2021
2020
2021
2020
Basic EPS:
Numerator:
Net Income (loss) from continuing operations
$
23,127
$
(28,242)
$
45,602
$
(61,728)
Net Income (loss) from discontinuing operations
-
2,920
-
(27,704)
Denominator:
Weighted average shares outstanding
21,709
18,731
20,660
18,442
Basic EPS from continuing operations
$
1.07
$
(1.51)
$
2.21
$
(3.35)
Basic EPS from discontinuing operations
$
-
$
0.16
$
-
$
(1.50)
Basic EPS
$
1.07
$
(1.35)
$
2.21
$
(4.85)
Diluted EPS:
Numerator:
Net Income (loss) from continuing operations
$
23,127
$
(28,242)
$
45,602
$
(61,728)
Net Income (loss) from discontinuing operations
-
2,920
-
(27,704)
Denominator:
Basic - Weighted average shares outstanding
21,709
18,731
20,660
18,442
Dilutive effect of restricted stock rewards
18
-
-
-
Diluted weighted average number of common share outstanding
21,727
18,731
20,660
18,442
Diluted EPS from continuing operations
$
1.06
$
(1.51)
$
2.21
$
(3.35)
Diluted EPS from discontinuing operations
$
-
$
0.16
$
-
$
(1.50)
Diluted EPS
$
1.06
$
(1.35)
$
2.21
$
(4.85)

~~During~~repurchase program. The Company repurchased and retired approximately 152,000 shares of Class A Common Stock during the three months ended ~~September 30, 2021, 17,693~~March 31, 2022 for an aggregate purchase price of ~~weighted average shares of unvested restricted stock awards outstanding~~ $4.7 million. There were ~~included in~~0 repurchases during the ~~computation of diluted earnings per share as the shares were dilutive.~~ ~~During the nine~~three months ended ~~September 30, 2021, 220,963~~March 31, 2021. The excess of ~~weighted average~~cost over par value of the repurchased shares is recorded to additional paid in capital. As of ~~unvested restricted stock awards outstanding~~ ~~were excluded from~~March 31, 2022, $58.0 million remained available for the ~~computation~~repurchase of ~~diluted earnings per~~shares under this share asrepurchase program. In April 2022, the ~~shares were antidilutive. During the three~~Company repurchased and ~~nine months ended September 30, 2020, the weighted average shares~~retired 450,000 of ~~unvested restricted stock awards outstanding were not included~~Class A Common Stock for $13.5 million in ~~the computation of diluted earnings per share as the shares were antidilutive due to the Company’s recognition of~~ a ~~loss for such periods~~.private transaction.

~~11. Common~~Restricted Stock

and Stock ~~Incentive~~Option Plans

~~The~~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 ~~“Plan”~~“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 ~~for~~ the grant of performance-based cash awards. ~~To date,~~ ~~468,439~~During the three months ended March 31, 2022, the board approved restricted ~~shares~~stock grants of ~~the Company’s Class A Common Stock have been granted~~208,035 shares to certain executive officers and employees under the 2021 Plan. ~~After those awards, 1,531,561~~There were 0 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 ~~Plan as of September 30, 2021.~~ 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, and~~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 ~~June 2021~~January 2022 was ~~$9.7~~$6.2 million. As of March 31, 2022, there was $14.0 million ~~275,939~~ of the shares granted cliff vest in 4 years, or June 3, 2025, and 192,500 shares cliff vest in 10 years, or June 3, 2031. During the three and nine months ended September 30, 2021, the Company recognized $0.5 million and $0.6 million, respectively, ofunrecognized share-based compensation ~~expense in connection~~ with ~~these restricted awards and, as~~a remaining weighted average period of ~~September 30, 2021, restricted share expense of approximately $9.1 million remained unamortized.~~5 years.

~~Stock Repurchases~~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.

In June 2017, the Company’s board of directors approved a share repurchase program which authorized the repurchase of up to 1,000,000 shares of the Company’s Class A Common Stock and Class B Common Stock at an aggregate cost of up to $35.0 million. There were 0 share purchases under the 2017 repurchase program during the nine months ended September 30, 2020 or 2021, and this repurchase program was terminated in connection with the adoption of a new repurchase program in August 2021, as described below.

In August 2021, the Company’s board of directors approved a new share repurchase program which authorizes 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. The Company repurchased and retired 988,309 of Class A common shares and 18,996 shares of Class B common shares during the three and nine months ended September 30, 2021 for an aggregate purchase price of $20.9 million. As of September 30, 2021, $19.1 million remained available for the repurchase of shares under this share repurchase program.

~~12. Noncontrolling Interests~~

~~Noncontrolling interests in the Company’s consolidated subsidiaries consisted of the following (in thousands):~~

As of
As of
September 30,
December 31,
2021
2020
Bluegreen ⁽¹⁾
$
—
$
22,821
Bluegreen/Big Cedar Vacations ⁽²⁾
62,263
52,026
Total noncontrolling interests
$
62,263
$
74,847

~~(1)~~Prior to May 5, 2021, the Company beneficially owned approximately 93% of Bluegreen’s outstanding common stock. As a result of the merger effected on May 5, 2021, Bluegreen is now a wholly owned subsidiary of the Company.

~~(2)Bluegreen owns 51% of Bluegreen/Big Cedar Vacations.~~

See “Our Business” under Note 1 above for information regarding the statutory short-form merger effected on May 5, 2021, pursuant to which the Company acquired all of the approximately 7% of the outstanding shares of Bluegreen’s common stock that the Company did not previously beneficially own. During the 2021 period prior to the short-form merger, Bluegreen did not repurchase or retire any shares of its common stock. During the nine months ended September 30, 2020, Bluegreen repurchased 1,878,400 shares of its common stock in a private transaction for $11.7 million and retired those shares.

‎

~~Income (loss) attributable to noncontrolling interests from continuing operations consisted of the following (in thousands):~~

For the Three Months Ended
For the Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
Bluegreen ⁽¹⁾
$
—
$
714
$
861
$
293
Bluegreen/Big Cedar Vacations ⁽²⁾
4,190
2,644
10,237
4,021
Net income attributable to noncontrolling interest - continuing operations
$
4,190
$
3,358
$
11,098
$
4,314

~~(2)Bluegreen owns 51% of Bluegreen/Big Cedar Vacations.~~

~~13.~~11. Income Taxes

The Company and its subsidiaries file a consolidated U.S. federal income tax return and income tax returns in various state and foreign jurisdictions. With certain exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before ~~2017 for federal returns and 2016 for state returns.~~2017.

The Company’s effective income tax rate was approximately ~~26%~~28% and ~~(2)%~~29% during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and 27% and (0.7)% during the nine months ended September 30, 2021 and 2020,~~ respectively. Effective income tax rates for interim periods are based upon the Company’s then current estimated annual rate. The effective income tax rate varies based upon the estimate of taxable earnings as well as on the mix of taxable earnings in the various states in which the Company and its subsidiaries operate. As such, the Company’s effective tax rates for the ~~2021~~2022 and ~~2020~~2021 periods reflect an estimate of its annual taxable earnings, state taxes, non-deductible items and changes in valuation allowance on deferred tax assets for each respective year. ~~The 2020 periods include estimates made at the time related to the full year’s impact of the COVID-19 pandemic.~~

Certain of the Company’s state filings are under routine examination. While there is no assurance as to the results of these audits, the Company does not currently anticipate any material adjustments in connection with these examinations.

As of ~~September 30, 2021,~~March 31, 2022, the Company did 0t have any significant amounts accrued for interest and penalties or recorded for uncertain tax positions.

~~14.~~12. Earnings Per Share

The following table presents the calculation of the Company’s basic and diluted earnings per share (“EPS”):


	For the Three Months Ended
	March 31,
(In thousands, except per share amounts)	2022		2021
Basic EPS:
Numerator:
Net income	$	15,988	$	2,974
Denominator:
Weighted average shares outstanding		20,778		19,318
Basic EPS	$	0.77	$	0.15

Diluted EPS
Numerator:
Net income	$	15,988	$	2,974
Denominator:
Basic - weighted average shares outstanding		20,778		19,318
Dilutive effect of restricted stock rewards		193		-
Diluted weighted average number of common share outstanding		20,971		19,318
Diluted EPS	$	0.76	$	0.15

During the three months ended March 31, 2022, 193,631 of weighted average shares of unvested restricted stock awards outstanding were included in the computation of diluted earnings per share as the shares were dilutive. There were 0 unvested restricted stock awards outstanding during the three months ended March 31, 2021.

13. Related Party Transactions

The Company may be deemed to be controlled by Alan B. Levan, Chairman, Chief Executive Officer and President of the Company, John E. Abdo, Vice Chairman of the Company, Jarett S. Levan, a director of the Company and former President of the Company, and Seth M. Wise, a director of the Company and former Executive Vice President of the Company. Together, they may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 79% of the Company’s total voting power. ~~Mr. Alan Levan, Mr. Abdo, and the Company’s other executives receive a significant portion of their compensation from Bluegreen on behalf of the Company and Bluegreen.~~ Further, in connection with the spin-off of BBX Capital during September 2020, Mr. Jarett Levan became the Chief Executive Officer and President and a director of BBX Capital, Mr. Alan Levan became the Chairman of the Board of BBX Capital, Mr. John E. Abdo became Vice Chairman of BBX Capital and Seth M. Wise became Executive Vice President and a director of BBX Capital. Mr. Alan Levan, Mr. Abdo, Mr. Jarett Levan and Mr. Wise may also be deemed to control BBX Capital through their ownership of BBX Capital’s Class A Common Stock and Class B Common Stock. Mr. Alan Levan and Mr. John Abdo also receive compensation from BBX Capital.

~~See “Our Business” under Note 1 above for information regarding the statutory short-form merger effected on~~On May 5, 2021, ~~pursuant to which the Company~~BVH acquired all of the approximately 7% of ~~the~~ outstanding shares of Bluegreen’s common stock ~~that the Company did~~ not previously ~~beneficially own and~~owned by BVH through a statutory short-form merger under Florida law. In connection with the merger, Bluegreen’s shareholders (other than BVH) received 0.51 shares of the Company’s Class A Common Stock for each share of Bluegreen’s common stock that they held at the effective time of the merger (subject to rounding up of fractional shares). BVH issued approximately 2.66 million shares of its Class A Common Stock in connection with the merger. As a result of the completion of the merger, Bluegreen became a wholly owned subsidiary of BVH and its common stock is no longer publicly traded. Prior to the ~~Company.~~merger, BVH owned approximately 93% of Bluegreen

The Company paid or reimbursed BBX Capital ~~$0.1~~$0.3 million and ~~$0.6~~$0.1 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~respectively, and $0.7 million and $1.3 million during the three and nine months ended September 30, 2020,~~ respectively, for management advisory, risk management, administrative and other services. The

Company had ~~$0.2~~$0.3 million in accrued expenses for the services described above as of ~~September 30, 2021. There were 0 amounts~~March 31, 2022 and $0.1 million in accrued expenses for ~~such~~the services described above as of December 31, ~~2020.~~2021.

During each of the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company paid ~~the~~ Abdo Companies, Inc. $38,000 ~~and $77,000, respectively, and during the nine months ended September 30, 2021 and 2020, the Company paid the Abdo Companies, Inc. $115,000 and $230,000, respectively,~~ in exchange for certain management services. John E. Abdo, the Company’s Vice Chairman, is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.

In connection with its spin-off of BBX Capital during September 2020, the Company issued a $75.0 million note payable to BBX Capital. See Note 7 for a description of the terms of ~~the Company’s~~BVH’s note payable to BBX Capital. In connection with the spin-off, the Company ~~and BBX Capital~~ also entered into ~~certain other agreements including~~ a Transition Services ~~Agreement.~~Agreement, Tax Matters Agreement and Employee Matters Agreement with BBX Capital. The Transition Services Agreement generally sets out the respective rights, responsibilities and obligations of ~~the Company~~BVH and BBX Capital with respect to the support services provided to one another after the spin-off to ensure an orderly transition. The Transition Services Agreement establishes a baseline charge for certain categories or components of services to be provided, which is at cost unless the parties mutually agree to a different charge. The Transition Services Agreement ~~was effective on September 30, 2020 and~~ will continue until terminated, in whole or with respect to any service provided thereunder by either party at any time upon thirty days prior written notice to the other party. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and March 31, 2021, BBX Capital reimbursed the Company $0.1 million and $0.2 million, respectively, under the Transition Services agreement. No payments were made under the Tax Matters Agreement and Employee Matters Agreement during the three months ended March 31, 2022 or 2021.

~~15.~~14. Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”) in assessing performance and deciding how to allocate resources. Reportable segments consist of one or more operating segments with similar economic characteristics, products and services, production processes, type of customer, distribution system or regulatory environment.

The Company reports its results through two reportable segments: (i) sales of VOIs and financing; and (ii) resort operations and club management.

The sales of VOIs and financing segment includes the Company’s marketing and sales activities related to the VOIs that are owned by the Company, VOIs ~~acquired~~they acquire under just-in-time and secondary market inventory arrangements, or sales of VOIs through fee-for-service arrangements with third-party developers, as well as consumer financing activities in connection with sales of VOIs owned by the Company, and title services operations.

The resort operations and club management segment ~~includes~~include management services activities for the ~~Bluegreen~~ Vacation Club and for a majority of the HOAs of the resorts within the ~~Bluegreen~~ Vacation Club. ~~In connection with those services, the~~The Company also provides ~~club~~ reservation services, services to owners and billing and collections services to the ~~Bluegreen~~ Vacation Club and certain HOAs. Additionally, this segment includes revenue from ~~Bluegreen’s~~the Traveler Plus program, food and beverage and other retail operations, rental services activities, and management of construction activities for certain of fee-based developer clients.

The amounts set forth in the column “Corporate and other” are general and administrative expenses of the Company that consist primarily of costs associated with administering the various support functions at its corporate headquarters, including executive compensation, legal, accounting, human resources, investor relations, and maintaining executive offices, including corporate overhead for discontinued operations.

The information provided for segment reporting is obtained from internal reports utilized by management. The presentation and allocation of results of operations domay not reflect the actual economic costs of the segments as

standalone businesses. Due to the nature of the Company’s business, assets are not allocated to a particular segment, and therefore management does not evaluate the balance sheet by segment. If a different basis of allocation were utilized, the relative contributions of the segments might differ but the relative trends in the segments’ operating results would, in management’s view, likely not be impacted.

‎

The table below sets forth the Company’s ~~segment information~~revenue for its reportable segments for the three months ended ~~September 30,~~March 31, 2022 and 2021 (in thousands):

Sales of
‎VOIs and
‎financing
Resort
‎operations
‎and club
‎management
Corporate
‎and other
Elimination
Total
Revenue:
Sales of VOIs
$
107,383
$
—
$
—
$
—
$
107,383
Fee-based sales commission revenue
35,585
—
—
—
35,585
Other fee-based services revenue
3,730
28,190
—
—
31,920
Cost reimbursements
—
18,699
—
—
18,699
Mortgage servicing revenue
1,232
—
—
(1,232)
—
Interest income
20,854
—
77
—
20,931
Total revenue
168,784
46,889
77
(1,232)
214,518
Costs and expenses:
Cost of VOIs sold
7,482
—
—
—
7,482
Net carrying cost of VOI inventory
4,036
—
—
(4,036)
—
Cost of other fee-based services
989
6,743
—
4,036
11,768
Cost reimbursements
—
18,699
—
—
18,699
Selling, general and administrative expenses
108,021
—
24,399
76
132,496
Mortgage servicing expense
1,308
—
—
(1,308)
—
Interest expense
3,849
—
4,811
—
8,660
Other expense, net
—
—
121
121
Total costs and expenses
125,685
25,442
29,331
(1,232)
179,226
Income (loss) before non-controlling interest
and provision for income taxes
$
43,099
$
21,447
$
(29,254)
$
—
$
35,292
Add: Depreciation and amortization
1,515
191
Add: Severance
2,403
—
Segment Adjusted EBITDA ⁽¹⁾
$
47,017
$
21,638


	Three Months Ended
	March 31,
Revenues:	2022		2021
Sales of VOIs and financing	$	149,591	$	104,362
Resort operations and club management		28,125		26,623
Cost reimbursements ⁽¹⁾		18,064		16,608
Total segment revenues		195,780		147,593
Corporate and other		610		133
Eliminations		(1,261)		(1,311)
Total revenues	$	195,129	$	146,415

(1)Revenue and Cost reimbursements net to zero and are excluded from the computation of adjusted EBITDA

below.

The table below sets forth the Company’s Adjusted EBITDA for its reportable segments reconciled to net income for the three months ended March 31, 2022 and 2021 (in thousands):


	Three Months Ended
	March 31,
	2022		2021
Adjusted EBITDA ⁽¹⁾:
Sales of VOIs and financing	$	35,733	$	21,128
Resort operations and club management		20,551		18,233
Segment Adjusted EBITDA		56,284		39,361
General and administrative ⁽²⁾		(25,300)		(25,467)
Depreciation and amortization		(1,832)		(1,601)
Other income (expense), net		548		(161)
Interest income (other than interest earned on VOI notes receivable)		62		133
Interest expense - corporate		(4,364)		(5,572)
Provision for income taxes		(6,190)		(1,189)
Net income		19,208		5,504
Less: Net income attributable to ‎ Non-controlling interests		(3,220)		(2,530)
Net income attributable to shareholders	$	15,988	$	2,974

(1)See Management’s Discussion and Analysis of Financial Condition and Results of Operations for information regarding Adjusted

EBITDA, including the definition of Adjusted ~~EBITDA~~EBITDA.

(2)Included in general and administrative expenses for the three months ended Mach 31, 2022 is $0.7 million of share-based compensation. There was 0 share-based compensation during the three months ended March 31, 2021.

15. Subsequent Events

On April 13, 2022, the Company’s board of directors declared a ~~reconciliation~~quarterly cash dividend of ~~Adjusted EBITDA~~$0.15 per share on its Class A and Class B common stock, which totaled $3.0 million in the aggregate, to ~~net income.~~be paid on May 16, 2022. The record date for the dividend was May 2, 2022.

In April 2022 in connection with the 2022 Term Securitization, we repaid in full the 2013 Term Securitization Notes Payable.

Notes are 4.12%, 4.61% and 5.35%, respectively, which blends to an overall weighted average note interest rate of approximately 4.60%. The gross advance rate for this transaction was 88.3%. The Notes mature in September 2037.

The amount of the VOI receivables sold or to be sold to BXG Receivables Note Trust 2022-A (the “Trust”) in the transaction is $194.7 million, $185.0 million of which was sold to the Trust at closing and $9.7 million of which is expected to be sold to the Trust by August 2022. The gross proceeds of such sales to the Trust are anticipated to be $171.9 million. A portion of the proceeds received at the closing were used to: repay the Key Bank/DZ Purchase Facility $53.2 million, representing all amounts outstanding under the facility; repay the Liberty Bank facility $11.0 million; repay Pacific Western Bank Facility $16.1 million; capitalize a reserve fund; and pay fees and expenses associated with the transaction. Prior to the closing of the 2022-A Term Securitization, Bluegreen, as servicer, funded $4.9 million in connection with the servicer redemption of the notes related to the 2013 Term Securitization, as described above, and certain of the VOI notes in such trust were sold to the Trust in connection with the 2022 Term Securitization. The remainder of the gross proceeds from the 2022 Term Securitization are expected to be used for general corporate purposes.

Subject to performance of the collateral, Bluegreen will receive any excess cash flows generated by the receivables transferred under the 2022 Term Securitization (excess meaning after payments of customary fees, interest and principal under the 2022 Term Securitization) on a pro-rata basis as borrowers make payments on their VOI loans.

While ownership of the VOI receivables included in the 2022 Term Securitization is transferred and sold for legal purposes, the transfer of these receivables is accounted for as a secured borrowing for financial accounting purposes. Accordingly, no gain or loss was recognized as a result of this transaction.

‎

2926

~~The table below sets forth the Company’s segment information for the three months ended September 30, 2020 (in thousands):~~

Sales of
‎VOIs and
‎financing
Resort
‎operations
‎and club
‎management
Corporate
‎and other
Elimination

‎Total
Revenue:
Sales of VOIs
$
59,265
$
—
$
—
$
—
$
59,265
Fee-based sales commission revenue
22,119
—
—
—
22,119
Other fee-based services revenue
1,281
26,550
—
—
27,831
Cost reimbursements
—
15,684
—
—
15,684
Mortgage servicing revenue
1,403
—
—
(1,403)
—
Interest income
19,049
—
749
(453)
19,345
Total revenue
103,117
42,234
749
(1,856)
144,244
Costs and expenses:
Cost of VOIs sold
3,597
—
—
—
3,597
Net carrying cost of VOI inventory
9,663
—
—
(9,663)
—
Cost of other fee-based services
800
10,398
—
9,663
20,861
Cost reimbursements
—
15,684
—
—
15,684
Selling, general and administrative expenses
59,502
—
61,836
(406)
120,932
Mortgage servicing expense
997
—
—
(997)
—
Interest expense
3,910
—
4,755
(453)
8,212
Other expense, net
—
—
339
—
339
Total costs and expenses
78,469
26,082
66,930
(1,856)
169,625
Income (loss) before non-controlling interest
and provision for income taxes
$
24,648
$
16,152
$
(66,181)
$
—
$
(25,381)
Add: Depreciation and amortization
1,405
208
Add: Severance
208
114
Segment Adjusted EBITDA ⁽¹⁾
$
26,261
$
16,474

~~(1)~~See Management’s Discussion and Analysis of Financial Condition and Results of Operations for information regarding Adjusted EBITDA including, the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income.

‎

~~The table below sets forth the Company’s segment information for the nine months ended September 30, 2021 (in thousands):~~

Sales of
‎VOIs and
‎financing
Resort
‎operations
‎and club
‎management
Corporate
‎and other
Elimination
Total
Revenue:
Sales of VOIs
$
255,126
$
—
$
—
$
—
$
255,126
Fee-based sales commission revenue
96,921
—
—
—
96,921
Other fee-based services revenue
8,867
82,392
—
—
91,259
Cost reimbursements
—
50,859
—
—
50,859
Mortgage servicing revenue
3,815
—
—
(3,815)
—
Interest income
59,520
—
267
—
59,787
Other income, net
—
—
157
—
157
Total revenue
424,249
133,251
424
(3,815)
554,109
Costs and expenses:
Cost of VOIs sold
19,675
—
—
—
19,675
Net carrying cost of VOI inventory
17,927
—
—
(17,927)
—
Cost of other fee-based services
2,492
24,081
—
17,927
44,500
Cost reimbursements
—
50,859
—
—
50,859
Selling, general and administrative expenses
268,951
—
69,547
(252)
338,246
Mortgage servicing expense
3,563
—
—
(3,563)
—
Interest expense
11,918
—
15,353
—
27,271
Total costs and expenses
324,526
74,940
84,900
(3,815)
480,551
Income (loss) before non-controlling interest
and provision for income taxes
$
99,723
$
58,311
$
(84,476)
$
—
$
73,558
Add: Depreciation and amortization
4,351
586
Add: Severance
2,403
—
Segment Adjusted EBITDA ⁽¹⁾
$
106,477
$
58,897

~~The table below sets forth the Company’s segment information for the nine months ended September 30, 2020 (in thousands):~~

Sales of
‎VOIs and
‎financing
Resort
‎operations
‎and club
‎management
Corporate
‎and other
Elimination
Total
Revenue:
Sales of VOIs
$
113,447
$
—
$
—
$
—
$
113,447
Fee-based sales commission revenue
64,619
—
—
—
64,619
Other fee-based services revenue
5,353
78,205
—
—
83,558
Cost reimbursements
—
46,654
—
—
46,654
Mortgage servicing revenue
4,508
—
—
(4,508)
—
Interest income
58,258
—
4,229
(2,524)
59,963
Other income, net
—
—
186
—
186
Total revenue
246,185
124,859
4,415
(7,032)
368,427
Costs and expenses:
Cost of VOIs sold
8,734
—
—
—
8,734
Net carrying cost of VOI inventory
28,490
—
—
(28,490)
—
Cost of other fee-based services
2,989
29,628
—
28,490
61,107
Cost reimbursements
—
46,654
—
—
46,654
Selling, general and administrative expenses
174,969
—
107,413
(1,145)
281,237
Mortgage servicing expense
3,363
—
—
(3,363)
—
Interest expense
12,745
—
17,447
(2,524)
27,668
Total costs and expenses
231,290
76,282
124,860
(7,032)
425,400
Income (loss) before non-controlling interest
and provision for income taxes
$
14,895
$
48,577
$
(120,445)
$
—
$
(56,973)
Add: Depreciation and amortization
4,447
588
Add: Severance
3,977
1,347
Segment Adjusted EBITDA ⁽¹⁾
$
23,319
$
50,512

~~16. Discontinued Operations~~

On September 30, 2020, the Company completed the spin-off of its former wholly owned subsidiary, BBX Capital. The Company continues to hold its investment in Bluegreen. BBX Capital, which became a separate public company as a result of the spin-off, holds all of the other businesses and investments previously owned by the Company, including BBX Capital Real Estate, BBX Sweet Holdings, and Renin. ~~The Companyno longer holds any interest in BBX Capital.~~

~~BBX Capital and its subsidiaries’ operations are presented as discontinued operations in the Company’s financial statements.~~

~~As of September 30, 2021 and December 31, 2020, there were no carrying amounts of major classes of assets or liabilities included as part of discontinued operations.~~

‎

~~The major components of loss from discontinued operations were as follows (in thousands):~~

For the Three Months Ended
‎September 30,
For the Nine Months Ended
‎September 30,
2021
2020
2021
2020
Revenues:
Trade sales
$
—
$
35,692
$
—
$
99,628
Sales of real estate inventory
—
4,970
—
14,248
Interest income
—
366
—
586
Net gain (loss) on sales of real estate assets
—
164
—
130
Other revenue
—
933
—
2,398
Total revenues
—
42,125
—
116,990
Costs and Expenses:
Cost of trade sales
—
27,981
—
80,154
Cost of real estate inventory sold
—
3,367
—
9,473
Recoveries from loan losses, net
—
(807)
—
(5,844)
Impairment losses
—
—
—
31,588
Selling, general and administrative expenses
—
13,151
—
40,342
Total costs and expenses
—
43,692
—
155,713
Equity in net earnings (losses) of unconsolidated real estate joint ventures
—
(646)
—
50
Foreign exchanges gain
—
(59)
—
214
Loss on the deconsolidation of IT'SUGAR, LLC
(3,326)
(3,326)
Other income
—
82
—
192
Loss from discontinued operations before income taxes
$
—
$
(5,516)
$
—
$
(41,593)

‎

~~The major components of the statement of cash flows from discontinued operations were as follows (in thousands):~~

For the Nine Months Ended
‎September 30,
2021
2020
Operating activities:
Net loss
$
—
$
(32,526)
Adjustment to reconcile net loss to net cash used in operating activities:
Recoveries from loan losses, net
—
(5,844)
Depreciation, amortization and accretion, net
—
5,468
Net losses on sales of real estate and property and equipment
—
(130)
Equity earnings of unconsolidated real estate joint ventures
—
(49)
Return on investment in unconsolidated real estate joint ventures
—
3,933
Loss from the deconsolidation of IT'SUGAR, LLC
—
3,326
Increase in deferred income tax asset
—
(9,066)
Impairment losses
—
31,588
Decrease in trade inventory
—
(279)
Increase in trade receivables
—
(2,336)
Decrease in real estate inventory
—
925
Net change in operating lease assets and liabilities
—
(964)
Increase in other assets
—
(1,388)
Decrease in other liabilities
—
6,512
Net cash used in operating activities
$
—
$
(830)
Investing activities:
Return of investment in unconsolidated real estate joint ventures
—
4,631
Investments in unconsolidated real estate joint ventures
—
(14,009)
Proceeds from repayment of loans receivable
—
5,960
Proceeds from sales of real estate
—
2,151
Additions to real estate
—
(70)
Purchases of property and equipment
—
(4,032)
Decrease in cash from other investing activities
—
(1,065)
Net cash used in investing activities
$
—
$
(6,434)

~~17. Subsequent Events~~

Subsequent events have been evaluated through the date the financial statements were issued. As of such date, there were no subsequent events identified that required recognition or disclosure other than as disclosed in the footnotes herein.

‎

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s unaudited consolidated financial statements and related notes included elsewhere in ~~Item 1 of~~ this Quarterly Report on Form 10-Q and with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, including the Company’s audited consolidated financial statements and related notes contained therein.

Except as otherwise noted or where the context requires otherwise, references in this Quarterly Report on Form 10-Q to, “the Company,” “we,” “us” and “our” refer to Bluegreen Vacations Holding Corporation, together with its consolidated subsidiaries, including Bluegreen Vacations Corporation and its consolidated subsidiaries (“Bluegreen”). References to “BVH” or the “Parent company” refer to Bluegreen Vacations Holding Corporation asat its parent company only level.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include all statements that do not relate strictly to historical or current facts and can be identified by the use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” “believes,” “projects,” “predicts,” “seeks,” “will,” “should,” “would,” “may,” “could,” “outlook,” “potential,” and similar expressions or words and phrases of similar import. Forward-looking statements include, among others, statements relating to ~~BVH and Bluegreen’s~~the Company’s future financial performance, business prospects and strategy, anticipated financial position, liquidity and capital needs, including conditions surrounding, and the impact of, the Coronavirus Disease of 2019 (“COVID-19”) pandemic, and other matters. These statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those expressed in, or implied by, the forward-looking statements as a result of various factors, including, among others, the following:

BVH has limited sources of cash and is dependent upon ~~distributions~~dividends from Bluegreen to fund its costs ~~and~~of operations; ~~the Company’s business and liquidity has been adversely impacted by the COVID-19 pandemic;~~

risks associated with the Company’s indebtedness, including that the Company will be required to utilize cash flow to service its indebtedness, that indebtedness may make the Company more vulnerable to economic downturns, and that indebtedness may subject the Company to covenants and restrictions on its operations and activities and the payment of dividends;

~~the Company’s shareholders’ interests will be diluted to the extent additional shares of the Company’s common stock are issued;~~

~~the Company has suspended regular payments of quarterly dividends to its shareholders and there is no assurance that the Company will resume payments of dividends;~~

risks associated with the adverse impact of economic conditions, including the impact of the COVID-19 pandemic on the Company’s operations and results, the price and liquidity of the Company’s Class A Common Stock and Class B Common Stock, and the Company’s ability to obtain additional capital, including the risk that if the Company needs or otherwise believes it is advisable to issue debt or equity securities or to incur indebtedness in order to fund the Company’s operations or investments, it may not be able to issue any such securities or obtain such indebtedness on favorable terms, or at ~~all;~~all, and any issuance could result in the dilution of the interest of the Company’s shareholders;

if the ~~Company does not maintain compliance with the listing requirements~~availability of ~~the NYSE, which include, among other things, a minimum average closing price, share volume, and market capitalization,~~financing, the Company’s ~~Class A Common Stock will not remain listed~~ability to sell, securitize or borrow against its VOI notes receivable on acceptable terms, and the Company’s ability to successfully increase its credit facility capacity or enter into capital market transactions or other alternatives to provide for ~~trading on the NYSE;~~sufficient available cash for a sustained period of time;

risks associated with adverse conditions in the stock market, the public debt market, and other capital markets and the impact of such conditions on the ~~Company;~~

Company, as well as risks associated with any failure by the Company to maintain compliance with the listing requirements of ~~cybersecurity threats, including~~ the ~~potential misappropriation of assets or confidential information, corruption of data or operational disruptions;~~

New York Stock Exchange (the “NYSE”), which include, among other things, a minimum average closing price, share volume, and market capitalization;

risks related to ~~ongoing or~~ potential business expansion or other strategic opportunities, including that they may involve significant costs and the incurrence of significant indebtedness and may not be ~~successful;~~successful and that the

27

Company’s efforts and expenses including those aimed at enhancing the experience of Bluegreen Vacation ~~adverse trends or disruptions in economic conditions generally or~~Club Members, may be greater than anticipated and may not result in the ~~vacation ownership, vacation rental and travel industries;~~benefits anticipated;

risks relating to public health issues, including in particular the COVID-19 pandemic and the effects of the ~~pandemic. These risks include resort closures, travel and~~pandemic, including that while conditions have improved, Bluegreen’s business restrictions, volatility in the international and national economy and credit markets, worker absenteeism, quarantines and other health-related restrictions; the length and severity of the COVID-19 pandemic and the Company’s ability to operate successfully during and after the pandemic, governmental and agency orders, mandates and guidance in response to the COVID-19 pandemic and the duration thereof, which is uncertain and may impact the Company’s ability to fully utilize resorts, sales centers and other marketing activities, and the pace of recovery following the COVID-19 pandemic; other risks including competitive conditions; liquidity and the availability of capital; the Company’s ability to successfully implement its strategic plans and initiatives to navigate the COVID-19 pandemic; risks that the Company’s current or future marketing alliances may not be available to it in the future; risks that default rates may increase and exceed the Company’s expectations; risks related to the Company’s indebtedness, including the potential for accelerated maturities and debt covenant violations; the risk of heightened litigation as a result of actions taken in response to the COVID-19 pandemic; the impact of the COVID-19 pandemic on consumers, including their income, their level of discretionary spending both during and afterwas adversely impacted by the pandemic and ~~their views regarding travel~~any resurgence may have similar or worse effects, and the ~~vacation ownership industries; and the risk that Bluegreen’s resort management fees and finance operations~~pandemic may ~~not~~ continue to ~~generate recurring sources of cash during or following the pandemic~~have adverse effects, including due to ~~the extent anticipated or at all~~;changes in consumer behavior and preferences, and potential future increases in default and delinquency rates;

adverse changes to, expirations or terminations of, or interruptions in, and other risks relating to the Company’s business and strategic relationships, management contracts, exchange networks or other strategic marketing alliances, and the risk that the Company’s business relationship with Bass Pro under the revised terms of the parties’ marketing agreement and its relationship with Choice Hotels may not be as profitable as anticipated, or at all, or otherwise not result in the benefits anticipated;

the risks of the real estate market and the risks associated with real estate development, including a decline in real estate values and a deterioration of other conditions relating to the real estate market and real estate ~~development;~~

~~adverse events or trends in vacation destinations~~development and ~~regions where~~ the ~~resorts in~~ risks associated with the Company’s ~~network are located, including weather-related events and adverse conditions related to the COVID-19 pandemic;~~

~~decreased demand from prospective purchasers of vacation ownership interests (“VOIs”);~~

~~the Company’s~~ ability to maintain adequate, sufficient or desired amounts of VOI inventory for sale;

~~the availability of financing,~~ risks associated with the Company’s ~~ability to sell, securitize or borrow against~~ ~~its~~ ~~VOI notes receivable on acceptable terms; and~~ ~~the Company’s~~ ~~ability to successfully increase~~ ~~its~~ ~~credit facility capacity or enter into capital market transactions or other alternatives to provide for sufficient available cash for a sustained period of time;~~

~~changes in~~ ~~the Company’s~~ ~~senior management;~~

~~the Company’s~~ ability to comply with applicable regulations, and the costs of compliance efforts or a failure to ~~comply;~~comply, including risks associated with the Company’s ability to maintain the integrity of internal or customer data, the failure of which could result in damage to its reputation and/or subject the Company to costs, fines or lawsuits;

risks associated with adverse trends or disruptions in economic conditions generally or in the vacation ownership, vacation rental and travel industries, the Company’s ~~ability to successfully implement its growth strategy and plans and the impact they may have on~~ ~~its~~ ~~results and financial conditions, including that any increased developed VOI sales efforts may not be successful and may adversely impact~~ ~~the Company’s~~ ~~cash flows;~~

~~the Company’s~~ ability to compete effectively in the highly competitive vacation ownership industry and against hotel and other hospitality and lodging ~~alternatives;~~alternatives and decreased demand from prospective purchasers of vacation ownership interests (“VOIs”);

risks associated with the Company’s ~~ability to offer or further enhance the Vacation Club experience for the~~ ~~Bluegreen~~ ~~Vacation Club owners and risks related to~~ ~~the Company’s~~ ~~efforts and expenses in connection therewith, including that they may not result in the benefits anticipated and that expenses may be greater than anticipated;~~

~~the Company’s~~ customers’ compliance with their payment obligations under financing provided by the Company,, the increased presence and efforts of “timeshare-exit” firms and the success of actions which the Company has taken or may take in connection therewith, and the impact of defaults on its operating results and liquidity position;

risks associated with the ratings of third-party rating agencies, including the impact of any downgrade on the Company’s ability to obtain, renew or extend credit facilities, or otherwise raise funds;

changes in the Company’s business model and marketing efforts, plans or strategies, which may cause marketing expenses to increase or adversely impact its operating results and financial condition, and such expenses as well as the Company’s investments, including investments in new and expanded sales offices, and other sales and marketing initiatives, including screening methods and data driven analysis, may not achieve the desired results;

technology and other changes and factors which may impact the Company’s telemarketing efforts, including new cell phone technologies that identify or block marketing vendor calls;

~~the impact of the resale market for VOIs on~~ ~~the Company’s~~ ~~business, operating results and financial condition;~~

risks associated with the Company’s relationships with third-party developers, including that third-party developers who provide VOIs to be sold by the Company pursuant to fee-based services or just-in-time arrangements may not provide VOIs when planned and that may not fulfill their obligations to the Company or to the homeowners associations that maintain the resorts they developed;

risks associated with legal proceedings and regulatory proceedings, examinations or audits of the Company’s operations, including claims of noncompliance with applicable regulations or for development related defects, and the impact they may have on the Company’s financial condition and operating results;

audits of the Company or its subsidiaries’ tax returns, including that they may result in the imposition of additional taxes;

environmental liabilities, including claims with respect to mold or hazardous or toxic substances, and their impact on the Company’s financial condition and operating results;

risks that natural disasters, including hurricanes, earthquakes, fires, floods and windstorms, and other acts of God and conditions beyond the control of the Company may adversely impact the Company’s financial condition and operating results, including due to any damage to physical assets or interruption of access to physical assets or operations resulting therefrom, and the frequency or severity of natural disasters may increase due to climate change or other factors;

risks of cybersecurity threats, including the ~~Company’s~~ ~~ability to maintain the integrity~~potential misappropriation of ~~internal~~assets or ~~customer~~confidential information, corruption of data ~~the failure of which could result in damage to its reputation and/~~or ~~subject~~ operational disruptions;

~~the Company~~ 28

~~to costs, fines or lawsuits;~~

~~the risk that~~ ~~the Company’s~~ ~~marketing operations at Cabela’s stores and other initiatives may not offset the reduction in mini-vacation package sales due to the elimination of certain programs; and~~

the updating of, and developments with respect to, technology, including the cost involved in updating technology and the impact that any failure to keep pace with developments in technology could have on the Company’s operations or competitive position, and the Company’s information technology expenditures may not result in the expected ~~benefits.~~benefits;

the Company may not pay dividends in the future when or in the amount expected, or at all;

the impact on the Company’s consolidated financial statements and internal control over financial reporting of the adoption of new accounting standards; and

the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) involves making estimates, judgments and assumptions, and any changes in estimates, judgments and assumptions used could have a material adverse impact on the financial condition and operating results of the ~~Company;~~Company.

Reference is also made to the other risks and uncertainties described in the ~~Company’s~~ reports filed with the SEC by the Company, including, without limitation, those discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. The foregoing factors are not exclusive.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q includes discussions of terms that are not recognized terms under GAAP, and financial measures that are not calculated in accordance with GAAP, including system-wide sales of VOIs, guest tours, sale to tour conversion ratio, average sales volume per guest, EBITDA, Segment Adjusted EBITDA, ~~Adjusted EBITDA,~~ and Adjusted EBITDA Attributable to Shareholders. The Company defines EBITDA as earnings, or net income, before taking into account interest income (excluding interest earned on VOI notes receivable), interest expense (excluding interest expense incurred on debt secured by VOI notes receivable), income and franchise taxes and depreciation and amortization. The Company defines Adjusted EBITDA as its EBITDA, adjusted to exclude loss

(gain) on assets held for sale, share-based compensation expense, and other items that the Company believes are not representative of ongoing operating results. Accordingly, certain items such as severance charges net of employee retention tax credits and incremental costs associated with the COVID-19 pandemic are excluded in the computation of Adjusted EBITDA. For purposes of the calculation of EBITDA and Adjusted EBITDA for each period presented, no adjustments were made for interest income earned on VOI notes receivable or the interest expense incurred on debt that is secured by such notes receivable because they are both considered to be part of the ordinary operations of the Company’s business. References to “Adjusted EBITDA Attributable to Shareholders” means Adjusted EBITDA excluding amounts attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations (in which Bluegreen owns a 51% interest) and Bluegreen (in which the Company owned a 93% until May 5, 2021 when it acquired all of the 7% of the outstanding shares of Bluegreen’s common stock that the Company did not previously beneficially own pursuant to a short-form merger). For a discussion of ~~such metrics,~~EBITDA, Adjusted EBITDA, and EBTIDA Attributable to Shareholders, see “Key Business and Financial Metrics Used by Management” ~~in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.~~below. In addition, see ~~“Results~~“Reportable Segments Results of Operations” below for a reconciliation of Adjusted EBITDA to net income and system-wide sales of VOIs to gross sales of VOIs. See also “Key Business and Financial Metrics used by Management in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s Annual Report on Form10-K for the year ended December 31, 2021.

Critical Accounting Policies and Estimates

For a discussion of critical accounting policies, see “Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

New Accounting Pronouncements

See Note 2 to the Company’s unaudited consolidated financial statements included in Item 1 of this report for a discussion of new accounting pronouncements applicable to the Company.

Company Overview

~~On September 30, 2020, the~~The Company completed its spin-off of BBX Capital, Inc. (“BBX Capital”). The former wholly owned subsidiary of the Company became a separate public company as a result of the spin-off and holds all of the historical business and investments of the Company other than the Company’s investment in Bluegreen. Bluegreen is a leading vacation ownership company that markets and sells VOIs and manages resorts in popular leisure and urban destinations. ~~As a result of the spin-off, all of the Company’s operations and activities relate to the operations and activities of Bluegreen.~~

~~Prior to May 5, 2021, the Company owned approximately 93% of Bluegreen’s outstanding common stock.~~ ~~On May 5, 2021,~~ ~~the Company~~ ~~acquired all of the approximately 7% of the outstanding shares of Bluegreen’s common stock not previously owned by~~ ~~the Company~~ ~~through a statutory short-form merger under Florida law. In connection with the merger, Bluegreen’s shareholders (other than~~ ~~the Company) received 0.51 shares of~~ ~~the Company’s~~ ~~Class A Common Stock for each share of Bluegreen’s common stock that they held at the effective time of the merger (subject to rounding up of fractional shares). The Company~~ ~~issued approximately 2.66 million shares of its Class A Common Stock in connection with the merger. As a result of the completion of the merger, Bluegreen became a wholly owned subsidiary of~~ ~~the Company~~.

As of ~~September 30, 2021,~~March 31, 2022, the Company had total consolidated assets of approximately $1.3 billion and shareholders’ equity of approximately ~~$298.6~~$255.5 million.

3829

Summary of Consolidated Results of Operations

Consolidated Results

The following summarizes key financial highlights for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to the three ~~and nine~~ months ended ~~September 30, 2020:~~March 31, 2021:

Total consolidated revenues of ~~$214.5~~$195.1 million, ~~for the three months ended September 30, 2021,~~ a ~~49%~~33% increase compared to the three months ended ~~September 30, 2020. Total consolidated revenues of $554.1 million for the nine months ended September 30, 2021, a 50% increase compared to the nine months ended September 30, 2020.~~March 31, 2021.

Income before income taxes from continuing operations of ~~$35.3~~$19.2 million ~~for the three months ended September 30, 2021~~ compared to ~~a loss~~income of ~~$25.3~~$5.5 million during the three months ended September 30, 2020. Income before income taxes from continuing operations of $73.6 million for the nine months ended September 30, 2021 compared to a loss of $57.0 million during the nine months ended September 30, 2020.March 31, 2021.

Net income attributable to shareholders of ~~$23.1~~$16.0 million ~~for the three months ended September 30, 2021~~ compared to net ~~loss attributable to shareholders~~income of ~~$25.3~~$3.0 million during the three months ended September 30, 2020. Net income attributable to shareholders of $45.6 million for the nine months ended September 30, 2021 compared to net loss attributable to shareholders of $89.4 million during the nine months ended September 30, 2020.March 31, 2021.

Diluted earnings per share from continuing operations of ~~$1.06 for the three months ended~~$0.76 compared to a diluted ~~loss~~earnings per share ~~from continuing operations~~ of ~~$1.51~~$0.15 during the three months ended September 30, 2020. Diluted earnings per share from continuing operations of $2.21 for the nine months ended September 30, 2021 compared to a diluted loss per share of $3.35 during the nine months ended September 30, 2020.March 31, 2021.

The comparison of the Company’s consolidated results from continuing operations for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 were significantly impacted by the timing of, and the Company’s response to the COVID-19 pandemic. Specifically, the Company experienced:

An increase in revenues ~~primarily~~ attributable to ~~the impact of the COVID-19 pandemic on operations~~improved conditions and performance in the ~~2020 periods and improved conditions in the 2021 periods.~~2022 period.

~~An increase~~A decrease in the provision for loan losses as a percentage of sales during the ~~2020~~2022 period as a result of lower than estimated first quarter 2022 defaults and relatively higher prepayments on the ~~estimated impact of the COVID-19 pandemic on customer defaults at that time.~~existing portfolio.

An increase in selling, general and administrative expenses primarily attributable to improved industry and economic conditions in the ~~2021~~2022 period noted ~~above. In addition, the 2020 period reflects the steps taken to mitigate costs in response to the COVID-19 pandemic.~~above, as well as continued expansion of our sales and marketing operations.

Segment Results

~~As a result of the spin-off of its non-Bluegreen assets and businesses on September 30, 2020, the~~The Company ~~currently~~ reports the results of its business activities through the following reportable segments: Sales of VOIs and Financing; and Resort Operations and Club Management.

‎

3930

Information regarding income before income taxes by reportable segment is set forth in the table below:

For the Three Months Ended
‎September 30,
For the Nine Months Ended
‎September 30,
2021
2020
2021
2020
(in thousands)
Sales of VOIs and financing
$
43,099
$
24,648
$
99,723
$
14,895
Resort operations and club management
21,447
16,152
58,311
48,577
Bluegreen corporate and other
(26,849)
(23,405)
(77,140)
(57,106)
BVH corporate
(2,405)
(42,776)
(7,336)
(63,339)
Income (loss) before income taxes from continuing operations
35,292
(25,381)
73,558
(56,973)
(Provision) benefit for income taxes
(7,975)
497
(16,858)
(441)
Net income (loss) from continuing operations
27,317
(24,884)
56,700
(57,414)
Discontinued operations
—
2,410
—
(32,526)
Net income (loss)
27,317
(22,474)
56,700
(89,940)
Less: Net income attributable to noncontrolling
interest - continued operations
4,190
3,358
11,098
4,314
Less: Net loss attributable to noncontrolling
interest - discontinued operations
—
(510)
—
(4,822)
Net income (loss) attributable to shareholders
$
23,127
$
(25,322)
$
45,602
$
(89,432)


	For the Three Months Ended ‎March 31,
	2022		2021
(in thousands)
Sales of VOIs and financing	$	34,084	$	19,723
Resort operations and club management		20,368		18,037
Bluegreen corporate and other		(27,104)		(28,545)
BVH corporate		(1,950)		(2,522)
Income before income taxes from continuing operations		25,398		6,693
Provision for income taxes		(6,190)		(1,189)
Net income		19,208		5,504
Less: Net income attributable to noncontrolling interest		3,220		2,530
Net income attributable to shareholders	$	15,988	$	2,974

Executive Overview

Bluegreen is a leading vacation ownership company that markets and sells VOIs and manages resorts in popular leisure and urban destinations. Bluegreen’s resort network includes 45 Club Resorts (resorts in which owners in its Vacation Club have the right to use most of the units in connection with their VOI ownership) and 23 Club Associate Resorts (resorts in which owners in its Vacation Club have the right to use a limited number of units in connection with their VOI ownership). These Club Resorts and Club Associate Resorts are primarily located in high-volume, “drive-to” vacation locations, including Orlando, Las Vegas, the Smoky Mountains, Myrtle Beach, Charleston and New Orleans, among others. Through Bluegreen’s points-based system, the approximately 218,000 owners in Bluegreen’s Vacation Club have the flexibility to stay at units available at any of Bluegreen’s resorts and have access to over 11,300 other hotels and resorts through partnerships and exchange networks. Bluegreen’s sales and marketing platform is supported by marketing relationships with nationally-recognized consumer brands, such as Bass Pro and Choice Hotels. The Company believes these marketing relationships ~~help generate~~drive sales within its core demographic. In 2020, Bluegreen launched its Bluegreen Renewal Program, which is part of its company-wide effort to revitalize sales, grow revenue and increase efficiency.

Impact of the COVID-19 pandemic

The COVID-19 pandemic caused an unprecedented disruption in the U.S. and global economies and the industries in which the Company operates due to, among other things, government ordered “shelter in place” and “stay at home” orders and advisories, travel restrictions, and restrictions on business operations, including government guidance with respect to travel, public accommodations, social gatherings, and related matters. These disruptions and the reaction of the general public to the pandemic had a significant adverse impact on the Company's financial condition and operations throughout ~~2020.~~2020, including, without limitation, due to the temporary closure beginning in March 2020 of all of Bluegreen’s VOI sales centers, its retail marketing operations at Bass Pro Shops and Cabela’s stores and outlet malls, and its Choice Hotels call transfer program, Bluegreen’s cancellation of existing owner reservations through May 15, 2020 and new prospect guest tours through June 30, 2020, and the temporary closure of certain of Bluegreen’s Club Resorts and Club Associate Resorts in accordance with government mandates and advisories. While adverse conditions ~~have~~ continued during 2021, including due to the ~~risk~~emergence of new variants such as the Delta ~~variant, the Company’s~~and Omicron variants, Bluegreen’s business and results generally improved during 2021 and continued to improve in the ~~nine months ended September 30, 2021.~~first quarter of 2022.

Status of Current Operations

of ~~2021 and~~2022. While we sold ~~52,000~~only 42,000 vacation packages in the ~~third~~first quarter of 2022 compared

to 49,000 in the first quarter of 2021,Bluegreen’s pipeline of vacation packages was 200,600 at March 31, 2022 compared to ~~37,000 in~~132,100 at March 31, 2021, which we believe reflected the ~~third quarter~~impact of ~~2020.~~ the temporary cessation of marketing activities at the outset of the COVID-19 pandemic. We believe that the increase in sales of VOIs in the ~~third~~first quarter of ~~2021,~~2022 reflected the improvement in general economic conditions despite continued COVID-19 cases, ~~federal mandates,~~increasing interest rates and ~~increased inflation~~inflationary trends during the period. While we hope that conditions in the travel and leisure industry continue to improve, the continued future impact of economic conditions and the pandemic ~~and its impact~~ on the Company is uncertain. Various state and local government officials may in the future issue new or revised orders that are different than the ones under which we are currently ~~operating.~~operating, and actions of foreign government may exacerbate supply chain constraints and result in increased inflation. It is impossible to predict the duration and severity of the pandemic and the likely impact of the pandemic on the Company’s future revenues, net income and other operating results.

VOI Sales and Financing

~~The Company’s~~

Bluegreen’s primary business is the marketing and ~~selling~~sale of deeded VOIs, developed either internally or by third parties. Customers who purchase these VOIs receive an ~~annual~~ allotment of points, which can be redeemed for stays at one of ~~the Company’s~~Bluegreen’s resorts or at 11,300 other hotels and resorts available through partnerships and exchange networks. ~~The Company’s~~Bluegreen’s goal is to employ a flexible model with a mix of sales of our owned, acquired or developed VOIs and sales of VOIs on behalf of third-party developers, as determined by management to be appropriate from time to time based on market and economic conditions, available cash, and other factors. Our relationships with third-party developers enables us to generate fees from the ~~sales~~sale and marketing of their VOIs without incurring the significant upfront capital investment generally associated with resort acquisition or development. While sales of ~~acquired or developed~~Bluegreen owned inventory typically result in a greater contribution to EBITDA and Adjusted EBITDA, fee-based sales typically do not require an initial investment or involve development financing risk. Both ~~acquired or developed~~Bluegreen owned VOI sales and fee-based VOI sales result in recurring, incremental and long-term fee streams by adding owners to the Bluegreen Vacation Club and new resort management contracts. Fee-based sales of VOIs comprised ~~29%~~24% and ~~32%~~36% of Bluegreen’s system-wide sales of VOIs during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and 32% and 38% of system-wide sales of VOIs during the nine months ended September 30, 2021 and 2020,~~ respectively. ~~While~~ Bluegreen intends to remain flexible with respect to its sales of the different categories of its VOI inventory in the future based on economic conditions, business initiatives and other ~~considerations, Bluegreen~~ ~~currently expects that its percentage of fee-based sales will continue to decrease over time~~ ~~as it continues to increase its focus on developed VOI sales and secondary market sales.~~considerations. In conjunction with sales of VOIs, the Company generates interest income by providing financing to qualified purchasers. Collateralized by the underlying VOIs, Bluegreen’s loans are generally structured as 10-year, fully-amortizing loans with a fixed interest rate ranging from approximately 12% to approximately 18% per annum. As of ~~September 30, 2021,~~March 31, 2022, the weighted-average interest rate on ~~the Company’s~~Bluegreen’s VOI notes receivable was ~~15.2%~~15.3%. In addition, the Company earns fees for various other services, including title and escrow services in connection with the closing of VOI sales, and mortgage servicing.

Resort Operations and Club Management

~~The Company~~Bluegreen enters into management agreements with the HOAs that maintain most of the resorts in Bluegreen’s Vacation Club and earns fees for providing management services to those HOAs and the approximately 218,000 Vacation Club owners. These resort management services include ~~the provision of~~providing or overseeing front desk operations, housekeeping services, maintenance, and certain accounting and ~~administrative~~administration functions. Our management contracts generally yield recurring cash flows and do not have the traditional risks associated with hotel management contracts that are generally linked to daily ~~rates~~rate or occupancy. Our management contracts are typically structured as “cost-plus,” with an initial term of three years and automatic ~~one-year~~one year renewals. In connection with the management services provided to the Bluegreen Vacation Club, ~~the Company manages~~we manage the reservation system and ~~provides~~provide owner, billing and collection services. While some of our Club Resorts and Club Associate Resorts were closed during the three and nine months ended September 30, 2020 in response to the COVID-19 pandemic, all were subsequently reopened by December 31, 2020 and currently all of our resorts are open except our resort in Surfside, Florida which has been temporarily closed due to conditions unrelated to the pandemic.

Key Business and Financial Metrics Used by Management

Management uses several key business and financial metrics that are specific to or typically utilized in the vacation ownership industry. EBITDA, Adjusted EBITDA, Adjusted EBITDA Attributable to Shareholders are discussed below. For a discussion of ~~such~~the other metrics, see “Key Business and Financial Metrics Used by Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~EBITDA and Adjusted EBITDA~~32

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Attributable to ~~Shareholders.~~Shareholders

The Company defines EBITDA as earnings, or net income, before taking into account interest income (excluding interest earned on VOI notes receivable), interest expense (excluding interest expense incurred on debt secured by VOI notes receivable), ~~income and franchise taxes~~ and depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA, adjusted to exclude amounts of loss (gain) on assets held for sale, share-based compensation expense, and ~~other~~ items that the Company believes are not representative of ongoing operating results. ~~Accordingly, the Company excludes certain items such as severance charges net of employee retention tax credits and incremental costs associated with the COVID-19 pandemic.~~ Adjusted EBITDA Attributable to Shareholders is Adjusted EBITDA excluding amounts attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations (in which Bluegreen owns a 51% interest) and Bluegreen (in which the Company owned a 93% until May 5, 2021 when it acquired all of the 7% of the outstanding shares of Bluegreen’s common stock that the Company did not previously beneficially own pursuant to a short-form merger). For purposes of the calculation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders, ~~for each period presented,~~ no adjustments were made for interest income earned on VOI notes receivable or the interest expense incurred on debt that is secured by such notes receivable because they are both considered to be part of the ordinary operations of the Company’s business.

The Company considers EBITDA, Adjusted EBITDA, and Adjusted EBITDA Attributable to Shareholders ~~and Segment Adjusted EBITDA~~ to be indicators of operating performance, and they are used by the Company to measure its ability to service debt, fund capital expenditures and expand its business. EBITDA and Adjusted EBITDA are also used by companies, lenders, investors and others because they exclude certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders also exclude depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders are not recognized terms under GAAP and should not be considered as an alternative to net income or any other measure of financial performance or liquidity, including cash flow, derived in accordance with GAAP, or to any other method or analyzing results as reported under GAAP. The limitations of using EBITDA, Adjusted EBITDA or Adjusted EBITDA Attributable to Shareholders as an analytical tool include, without limitation, that EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders do not reflect (i) changes in, or cash requirements for, working capital needs; (ii) interest expense, or the cash requirements necessary to service interest or principal payments on indebtedness (other than as noted above); (iii) tax expense or the cash requirements to pay taxes; (iv) historical cash expenditures or future requirements for capital expenditures or contractual commitments; or (v) the effect on earnings or changes resulting from matters that the Company does not believe to be indicative of ~~our~~ future operations or performance. Further, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often have to be replaced in the future, and EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders do not reflect any cash that may be required for such replacements. In addition, the Company’s definition of Adjusted EBITDA or Adjusted EBITDA Attributable to Shareholders may not be comparable to definitions of

Adjusted EBITDA, Adjusted EBITDA Attributable to Shareholders or other similarly titled measures used by other companies.

Reportable Segments Results of Operations

Adjusted EBITDA Attributable to Shareholders for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

The Company considers Segment Adjusted EBITDA in connection with its evaluation of its business segments as described in Note ~~15:~~14: Segment Reporting to the Company’s unaudited consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. See above for a discussion of the definition of Adjusted EBITDA and related measures, how management uses it to manage its business and material limitations on its usefulness. The following tables set forth Segment Adjusted EBITDA, Adjusted EBITDA, Adjusted EBITDA Attributable to Shareholders, EBITDA and a reconciliation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Attributable to Shareholders to net income, the most comparable GAAP financial measure:

‎

For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2021
2020
2021
2020
(in thousands)
Adjusted EBITDA - sales of VOIs and financing
$
47,017
$
26,261
$
106,477
$
23,319
Adjusted EBITDA - resort operations
and club management
21,638
16,474
58,897
50,512
Total Segment Adjusted EBITDA
68,655
42,735
165,374
73,831
Less: Bluegreen's Corporate and other
(21,152)
(17,616)
(59,956)
(40,137)
Less: BVH Corporate and other
(583)
(41,556)
(1,936)
(58,665)
Adjusted EBITDA
46,920
(16,437)
103,482
(24,971)
Less: Adjusted EBITDA attributable to non-controlling interest
(4,221)
(4,241)
(12,250)
(6,228)
Total Adjusted EBITDA attributable
‎to shareholders
$
42,699
$
(20,678)
$
91,232
$
(31,199)

For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2021
2020
2021
2020
(in thousands)
Net income (loss) attributable to shareholders
$
23,127
$
(28,242)
$
45,602
$
(61,728)
Net income attributable to the non-controlling interest continuing operations
4,190
3,358
11,098
4,314
Net Income (loss)
27,317
(24,884)
56,700
(57,414)
Add: Depreciation and amortization
3,945
3,891
11,678
11,680
Less: Interest income (other than interest earned on
VOI notes receivable)
(77)
(296)
(267)
(1,705)
Add: Interest expense - corporate and other
4,811
4,302
15,353
14,923
Add: Franchise taxes
77
101
173
118
Add: Provision (benefit) for income taxes
7,975
(497)
16,858
441
EBITDA
44,048
(17,383)
100,495
(31,957)
Add: Shared-based compensation expense ⁽¹⁾
457
—
608
—
Loss (gain) on assets held for sale
12
283
(24)
326
Add: Severance and other ⁽²⁾
2,403
663
2,403
6,660
Adjusted EBITDA
46,920
(16,437)
103,482
(24,971)
Adjusted EBITDA attributable to the non-controlling interest
(4,221)
(4,241)
(12,250)
(6,228)
Adjusted EBITDA attributable to shareholders
$
42,699
$
(20,678)
$
91,232
$
(31,199)


	For the Three Months Ended March 31,
	2022		2021
(in thousands)
Adjusted EBITDA - sales of VOIs and financing	$	35,733	$	21,128
Adjusted EBITDA - resort operations
and club management		20,551		18,233
Total Segment Adjusted EBITDA		56,284		39,361
Less: Bluegreen's Corporate and other		(21,492)		(22,643)
Less: BVH Corporate and other		(468)		(759)
Adjusted EBITDA		34,324		15,959
Less: Adjusted EBITDA attributable to non-controlling ‎ interest		(3,269)		(3,239)
Total Adjusted EBITDA attributable ‎to shareholders	$	31,055	$	12,720


	For the Three Months Ended March 31,
	2022		2021
(in thousands)
Net income attributable to shareholders	$	15,988	$	2,974
Net income attributable to the non-controlling interest ‎in Bluegreen/Big Cedar Vacations		3,220		2,530
Net Income		19,208		5,504
Add: Depreciation and amortization		3,922		3,851
Less: Interest income (other than interest earned on
VOI notes receivable)		(62)		(133)
Add: Interest expense - corporate and other		4,364		5,572
Add: Provision for income taxes		6,190		1,189
EBITDA		33,622		15,983
Add: Share-based compensation expense⁽¹⁾		746		—
Gain on assets held for sale		(44)		(24)
Adjusted EBITDA		34,324		15,959
Adjusted EBITDA attributable to the non-controlling
interest		(3,269)		(3,239)
Adjusted EBITDA attributable to shareholders	$	31,055	$	12,720

(1)Share-based compensation expense for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 consisted of ~~$0.5 and $0.6~~$0.7 million ~~respectively,~~ related to restricted stock awards granted in June ~~2021.~~2021 and January 2022.

~~(2)~~Severance and other for the three and nine months ended September 30, 2021 consisted of severance of $2.4 million. Severance and other for the three months ended September 30, 2020 consisted of $0.4 million of severance and $0.3 million of COVID-19 related incremental costs. Severance and other for the nine months ended September 30, 2020 consisted of severance of $4.9 million and COVID-19 related incremental costs of $1.8 million.

The following table reconciles system-wide sales of VOIs to gross sales of VOIs, the most comparable GAAP financial measure.


	For the Three Months Ended ‎September 30,				For the Nine Months Ended ‎September 30,				For the Three Months Ended ‎March 31,
(in thousands)	2021		2020		2021		2020		2022		2021
Gross sales of VOIs	$	128,090	$	71,149	$	306,640	$	157,530	$	115,607	$	68,250
Add: Fee-Based sales		52,474		33,159		144,413		97,266		35,937		38,797
System-wide sales of VOIs	$	180,564	$	104,308	$	451,053	$	254,796	$	151,544	$	107,047

‎

4435

For the three months ended ~~September 30, 2021~~March 31, 2022 compared to the three months ended ~~September 30, 2020~~March 31, 2021

Sales of VOIs and Financing


	For the Three Months Ended September 30,						For the Three Months Ended March 31,
	2021			2020			2022			2021
	Amount		% of ‎System- ‎wide sales ‎ of VOIs ⁽⁵⁾	Amount		% of ‎System- ‎wide sales ‎ of VOIs ⁽⁵⁾	Amount		% of ‎System- ‎wide sales ‎ of VOIs ⁽⁵⁾	Amount		% of ‎System- ‎wide sales ‎ of VOIs ⁽⁵⁾
(in thousands)
Developed VOI sales ⁽¹⁾	$	53,338	30%	$	37,314	36%
Secondary Market sales		74,109	41		24,076	23
Fee-Based sales		52,474	29		33,159	32
JIT sales		3,668	2		14,845	14
Less: Equity trade allowances ⁽⁶⁾		(3,025)	(2)		(5,086)	(5)
Bluegreen owned VOI sales⁽¹⁾							$	115,607	76	$	68,250	64
Fee-Based VOI sales								35,937	24		38,797	36
System-wide sales of VOIs		180,564	100%		104,308	100%		151,544	100		107,047	100
Less: Fee-Based sales		(52,474)	(29)		(33,159)	(32)		(35,937)	(24)		(38,797)	(36)
Gross sales of VOIs		128,090	71		71,149	68		115,607	76		68,250	64
Provision for loan losses ⁽²⁾		(20,707)	(16)		(11,884)	(17)		(16,579)	(14)		(12,319)	(18)
Sales of VOIs		107,383	59		59,265	57		99,028	65		55,931	52
Cost of VOIs sold ⁽³⁾		(7,482)	(7)		(3,597)	(6)		(11,841)	(12)		(5,169)	(9)
Gross profit ⁽³⁾		99,901	93		55,668	94		87,187	88		50,762	91
Fee-Based sales commission revenue⁽⁴⁾		35,585	68		22,119	67		24,084	67		25,718	66
Financing revenue, net of financing expense		16,929	9		15,545	15		18,741	12		15,122	14
Other expense								(152)	0		—	0
Other fee-based services, title operations and other, net		2,741	2		481	0		2,130	1		1,555	1
Net carrying cost of VOI inventory		(4,036)	(2)		(9,663)	(9)		(4,056)	(3)		(7,780)	(7)
Selling and marketing expenses		(99,261)	(55)		(53,613)	(51)		(83,889)	(55)		(58,001)	(54)
General and administrative expenses - sales and ‎ marketing		(8,760)	(5)		(5,889)	(6)		(9,961)	(7)		(7,653)	(7)
Operating profit - sales of VOIs and financing		43,099	24%		24,648	24%		34,084	22%		19,723	18%
Add: Depreciation and amortization		1,515			1,405			1,649			1,405
Add: Severance and other		2,403			208
Adjusted EBITDA - sales of VOIs and financing	$	47,017		$	26,261		$	35,733		$	21,128

‎

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~

~~Sales of VOIs and Financing~~

For the Nine Months Ended September 30,
2021
2020
Amount
% of
‎System-
‎wide sales
‎ of VOIs ⁽⁵⁾
Amount
% of
‎System-
‎wide sales
‎ of VOIs ⁽⁵⁾
(in thousands)
Developed VOI sales ⁽¹⁾
$
157,992
35%
$
128,396
50%
Secondary Market sales
143,527
32
98,576
39
Fee-Based sales
144,413
32
97,266
38
JIT sales
16,834
4
20,453
8
Less: Equity trade allowances ⁽⁶⁾
(11,713)
(3)
(89,895)
(35)
System-wide sales of VOIs
451,053
100%
254,796
100%
Less: Fee-Based sales
(144,413)
(32)
(97,266)
(38)
Gross sales of VOIs
306,640
68
157,530
62
Provision for loan losses ⁽²⁾
(51,514)
(17)
(44,083)
(28)
Sales of VOIs
255,126
57
113,447
45
Cost of VOIs sold ⁽³⁾
(19,675)
(8)
(8,734)
(8)
Gross profit ⁽³⁾
235,451
92
104,713
92
Fee-Based sales commission revenue⁽⁴⁾
96,921
67
64,619
66
Financing revenue, net of financing expense
47,854
11
46,658
18
Other fee-based services, title operations and other, net
6,375
1
2,364
1
Net carrying cost of VOI inventory
(17,927)
(4)
(28,490)
(11)
Selling and marketing expenses
(244,392)
(54)
(155,597)
(61)
General and administrative expenses - sales and
‎ marketing
(24,559)
(5)
(19,372)
(8)
Operating profit - sales of VOIs and financing
99,723
22%
14,895
6%
Add: Depreciation and amortization
4,351
4,447
Add: Severance and other
2,403
3,977
Adjusted EBITDA - sales of VOIs and financing
$
106,477
$
23,319

(1)~~Developed~~Bluegreen owned VOI sales represent sales of VOIs acquired or developed by ~~us. Developed VOI sales do not include Secondary Market sales, Fee-Based sales or JIT sales.~~Bluegreen.

(2)Percentages for provision for loan losses are calculated as a percentage of gross sales of VOIs, which excludes Fee-Based sales (and not as a percentage of system-wide sales of VOIs).

(3)Percentages for costs of VOIs sold and gross profit are calculated as a percentage of sales of VOIs (and not as a percentage of system-wide sales of VOIs).

(4)Percentages for Fee-Based sales commission revenue are calculated as a percentage of Fee-Based sales (and not as a percentage of system-wide sales of VOIs).

(5)Represents the applicable line item, calculated as a percentage of system-wide sales of VOIs unless otherwise indicated in the above footnotes.

~~(6)~~Equity trade allowances are amounts granted to customers upon trading in their existing VOIs in connection with the purchase of additional VOIs. Subject to certain exceptions, equity trade allowances were generally eliminated in June 2020.

System-wide sales of VOIs. System-wide sales of VOIs were ~~$180.6~~$151.5 million and ~~$104.3~~$107.0 million during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $451.1 million and $254.8 million during the nine months ended September 30, 2021 and 2020,~~ respectively. System-wide sales of VOIs are driven by ~~guest attendance at~~the number of guests attending a timeshare sale presentation (a “guest tour”) ~~that purchase a VOI.~~and our ability to convert such guest tours into purchases of VOIs. The number of guest tours is driven by the number of existing owner guests Bluegreen has staying at a resort with a sales center and new guests who agree to attend a ~~sale~~

sales presentation. Due to the COVID-19 pandemic and Bluegreen’s decision to temporarily cease marketing activities beginning in March through May 2020 guest tours and as a result, system-wide sales of VOIs were significantly impacted during the 2020 periods.During the ~~2021 periods,~~first quarter of 2022, we ~~have~~ experienced an increase in ~~guest tours resulting~~stays at our resorts and the use of our vacation packages, which contributed to an increase in the number of guest tours by 40% compared to the first quarter of 2021. The COVID-19 pandemic impacted guest tours during the 2021 period, resulting in lower system-wide sales of VOIs. ~~However, the COVID-19 pandemic significantly impacted,~~ ~~and may continue to adversely impact, system-wide sales of VOIs.~~ The ultimate extent and duration of the impact from the COVID-19 pandemic cannot be predicted at this time.

Included in system-wide sales are Fee-Based Sales ~~JIT Sales, Secondary Market Sales~~ and ~~developed VOI~~Bluegreen-owned sales. Sales by category are tracked based on which deeded VOI is conveyed in each transaction. The individual VOIs sold is based on several factors, including the needs of fee-based clients, ~~our~~the Company’s debt service requirements and default resale requirements under term securitizations and similar transactions. These factors and business initiatives contribute to fluctuations in the amount of sales by category from period to period.

Sales of VOIs. Sales of VOIs were ~~$107.4~~$99.0 million and ~~$59.3~~$55.9 million during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $255.1 million and $113.4 million during the nine months ended September 30, 2021 and 2020,~~ respectively. Sales of VOIs were impacted by the factors described ~~above~~ in the discussion of system-wide sales of VOIs above, primarily the ~~adverse~~continued impact of the COVID-19 pandemic in ~~the 2020 periods.~~2021. Gross sales of VOIs were reduced by ~~$20.7~~$16.6 million and ~~$11.9~~$12.3 million during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $51.5 million and $44.1 million for the nine months ended September 30, 2021 and 2020,~~ respectively, for the provision for loan losses. The provision for loan losses varies based on the amount of financed, non-fee based sales during the period and changes in estimates of future VOI notes receivable performance for existing and newly originated loans. The provision for loan losses as a percentage of gross sales of VOIs were 16% and 17% during the three months ended September 30, 2021 and 2020, respectively, and 17% and 28% during the nine months ended September 30, 2021 and 2020, respectively. The percentage of sales which were realized in cash within 30 days from sale was ~~37%~~45% during the both the three months ended March 31, 2022 and 2021. The provision for loan losses as a percentage of gross sales of VOIs was 14% and 18% during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~41%~~respectively. The decrease in the provision for loan loss as a percentage of sales during the ~~three months ended September 30, 2020~~2022 period as compared to the 2021 period is due to lower than estimated first quarter 2022 defaults and ~~41% during both~~higher than anticipated prepayments on the ~~nine months ended September 30, 2021 and 2020.~~existing portfolio.

~~In March 2020,~~ Bluegreen recorded an additional allowance of $12.0 million which included Bluegreen’s estimate at that time of customer defaults as a result of changing economic factors related to the COVID-19 pandemic. We believebelieves that the COVID-19 pandemic and general economic conditions including inflationary trends may ~~continue to~~ have an impact on the collectibility of ~~our~~its VOI notes receivable. ~~In addition to the COVID-19 pandemic, the~~The provision for loan losses also continues to be impacted by defaults which ~~we believe~~Bluegreen believes are attributable to the receipt of letters from third parties and attorneys who purport to represent certain VOI owners and who have encouraged such owners to become delinquent and ultimately default on their obligations. See Note 9: Commitments and Contingencies to the Company’s unaudited consolidated financial statements included in Item 1 of this report for additional information regarding such letters and actions we have taken in connection with such letters. The impact of the COVID-19 pandemic, ~~and~~ the continued impact of actions taken by timeshare exit firms and changing economic conditions are highly uncertain and there is no assurance that steps taken to mitigate the impact of ~~the pandemic or actions taken by timeshare exit firms~~these factors will be ~~successful.~~successful or they will not otherwise impact the collectability or our VOI notes receivable to a greater extent than estimated. As a result, actual defaults may differ from our estimates and the allowance for loan losses may not prove to be adequate.

The average annual default rates and delinquency rates (more than 30 days past due) on our VOI notes receivable were as follows:



	For the Twelve Months Ended September 30,		For the Twelve Months Ended March 31,
	2021	2020	2022	2021

Average annual default rates ⁽¹⁾	9.21%	9.71%	8.19%	9.64%

	As of September 30,		As of March 31,
	2021	2020	2022	2021

Delinquency rates ⁽¹⁾	2.36%	3.23%	2.82%	3.09%

(1)The average annual default rates in the table above include VOIs which have been defaulted but had not yet ~~been~~ charged off due to the provisions of certain of our receivable-backed notes payable transactions, as well as certain VOI loans over 127 days past due where we

~~have~~ received cease and desist letters from attorneys and other third-party exit firms. Accordingly, these are excluded for purposes of calculating the delinquency rates above.

In addition to the factors described above impacting system-wide sales of VOIs, sales of VOIs are impacted by the proportion of system-wide sales of VOIs sold on behalf of third parties on a commission basis, which are not included in sales of VOIs.
‎

The following table sets forth certain information ~~relating to~~for system-wide sales of VOIs for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	For the Three Months Ended ‎September 30,						For the Nine Months Ended ‎September 30,						For the Three Months Ended ‎March 31,
	2021		2020		Change		2021		2020		Change		2022		2021		Change
(dollars in thousands)
Number of sales centers open at period-end		24		25	(4)	%		24		25	(4)	%		24		24	—	%
Number of active sales arrangements ‎ with third-party clients at period-end		12		12	—	%		12		12	—	%
Total number of VOI sales transactions		10,370		6,130	69	%		26,244		15,657	68	%		7,514		6,197	21	%
Average sales price per transaction	$	17,524	$	17,094	3	%	$	17,280	$	16,324	6	%	$	20,226	$	17,303	17	%
Number of total guest tours		62,449		36,268	72	%		155,803		83,022	88	%		48,861		34,821	40	%
Sale-to-tour conversion ratio– ‎ total marketing guests		16.6%		16.9%	(30)	bp		16.8%		18.9%	(210)	bp		15.4%		17.8%	(240)	bp
Number of existing owner guest tours		26,156		18,685	40	%		70,174		42,260	66	%		24,841		18,332	36	%
Sale-to-tour conversion ratio– ‎ existing owners		19.2%		21.1%	(190)	bp		19.9%		22.5%	(260)	bp		16.8%		20.6%	(380)	bp
Number of new guest tours		36,293		17,583	106	%		85,629		40,762	110	%		24,020		16,489	46	%
Sale-to-tour conversion ratio– ‎ new marketing guests		14.8%		12.4%	240	bp		14.4%		15.1%	(70)	bp		13.9%		14.7%	(80)	bp
Percentage of sales to existing owners		49.5%		66.8%	(1,730)	bp		54.8%		63.9%	(910)	bp		57.0%		63.5%	(650)	bp
Average sales volume per guest	$	2,910	$	2,889	1	%	$	2,911	$	3,079	(5)	%	$	3,110	$	3,079	1	%

Cost of VOIs Sold. During the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ cost of VOIs sold was ~~$7.5~~$11.8 million and ~~$3.6~~$5.2 million, ~~respectively. Cost of VOIs sold was $19.7 million~~respectively, and ~~$8.7 million during the nine months ended September 30, 2021~~represented 12% and ~~2020, respectively. Cost of VOIs sold was 7% and 6%~~9%, respectively, of sales of ~~VOIs during the three months ended September 30, 2021 and 2020, respectively, and 8% of sales of VOIs during both the nine months ended September 30, 2021 and 2020.~~VOIs. Cost of VOIs sold as a percentage of sales of VOIs varies between periods based on the relative costs of the specific VOIs sold in each period and the size of the point packages of the VOIs sold (due to offered volume ~~discounts) and~~ discounts, including consideration of cumulative sales to existing ~~owners.~~owners). Additionally, the effect of changes in estimates under the relative sales value method, including estimates of ~~total project~~ sales, future defaults, upgrades and incremental revenue from the resale of repossessed VOI inventory, are ~~reflected on a retrospective basis in~~accounted for as VOI inventory true-ups and retrospectively adjust the ~~period~~margin previously recognized subject to those estimates. During the ~~change occurs. Therefore,~~three months ended March 31, 2022, approximately $2.7 million of cost of VOIs sold related to these true-ups. Cost of sales ~~will~~is typically be favorably impacted in periods where a significant amount of Secondary Market VOI inventory is acquired or actual defaults and equity trades are higher than anticipated and the resulting change in estimate is recognized. Cost of VOIs sold as a percentage of sales of VOIs was ~~relatively consistent~~higher for ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 as compared to the ~~same periods~~three months ended March 31, 2021 due to the relative mix of inventory being sold and lower secondary market purchases in ~~2020.~~the 2022 period.

Fee-Based Sales Commission Revenue. ~~Bluegreen sold third-party inventory of $52.5 million and $33.2 million, during~~During the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $144.4~~Bluegreen sold $35.9 million and ~~$97.3~~$38.8 million, ~~during the nine months ended September 30, 2021 and 2020,~~ respectively, of third-party VOI inventory under commission ~~arrangements. Sales~~arrangements and earned sales and marketing commissions of ~~$35.6~~$24.1 million and ~~$22.1~~$25.7 million, ~~were earned during the three months ended September 30, 2021 and 2020, respectively, and $96.9 million and $64.6 million during the~~

~~nine months ended September 30, 2021 and 2020,~~ respectively, in connection with those sales. The ~~increase~~decrease in sales of third-party developer inventory on a commission basis during the ~~2021 periods reflected the increase in new guest tours as a result of the more significant impact of the COVID-19 pandemic~~2022 period was due to Bluegreen’s increased focus on ~~operations in the 2020 periods and the other factors described above. We~~selling Bluegreen owned VOI sales. Bluegreen earned an average sales and marketing commission of ~~68%~~67% and ~~67%~~66% during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and 67% and 66% during the nine months ended September 30, 2021 and 2020,~~ respectively, which ~~in each case~~ is net of a reserve for commission refunds in connection with early defaults and cancellations pursuant to the terms of certain of the fee-based service arrangements. WeBluegreen typically ~~recognize~~recognizes a sales and marketing commission between 65% and 68% on sales of third-party VOI inventory.

Financing Revenue, Net of Financing Expense — Sales of VOIs. Interest income on VOIs notes receivable was ~~$20.9~~$22.1 million and ~~$19.0~~$19.1 million during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, which was partially offset by interest expense on receivable-backed debt of ~~$3.8~~$3.4 million and $3.9 million, respectively. Interest income on VOIs notes receivable was $59.5 million and $58.3 million during the nine months ended September 30, 2021 and 2020, respectively, which was partially offset by interest expense on receivable-backed debt of $11.9 million and $12.7$4.1 million, respectively. The increase in finance revenue, net of finance expense ~~for~~in the ~~2021 periods~~2022 period as compared to the ~~2020 periods~~2021 period is primarily due to higher VOI notes receivable balances as a result of higher sales of VOIs ~~in the 2021 periods due to the more significant impact of the COVID-19 pandemic on operations in the 2020 periods~~ and ~~the other factors described above,~~ lower outstanding receivable-backed debt balances and a lower weighted-average cost of borrowing attributable to the lower interest ~~rates~~rate in the 2022 period. Revenues from mortgage servicing during both the three months ended March 31, 2022 and 2021 ~~periods.~~of $1.3 million are

included in financing revenue, net of mortgage servicing expenses of $1.4 million and $1.2 million during the three months ended March 31, 2022 and 2021, respectively.

Other Fee-Based Services — Title Operations, net. During the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ revenue from title operations was ~~$3.7~~$3.1 million and ~~$1.3~~$2.3 million, respectively, which was partially offset by expenses directly related to title operations of $1.0 million and ~~$0.8~~$0.7 million, respectively. ~~During the nine months ended September 30, 2021 and 2020, revenue from~~Resort title operations was $8.9 million and $5.4 million, respectively, which was partially offset by expenses directly related to title operations of $2.5 million and $3.0 million, respectively. Title operationsfee revenue varies based on VOI sales volumes as well as the title costs in the jurisdictions where the inventory being sold is located. The ~~change~~increase in the ~~2021 periods compared~~2022 period is due to the ~~2020 periods is primarily due to higher~~increase in system-wide sales of VOIs induring such period compared to the 2021 ~~periods due to the more significant impact of the COVID-19 pandemic on operations in the 2020 periods and the other factors~~period, as described above.

Net Carrying Cost of VOI Inventory. The gross carrying cost of VOI inventory was ~~$10.1~~$10.3 million and ~~$10.4~~$10.9 million during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, which was partially offset by rental and sampler revenues of ~~$6.0~~$6.2 million and $1.8 million, respectively. The carrying cost of VOI inventory was $32.6 million and $30.9 million during the nine months ended September 30, 2021 and 2020, respectively, which was partially offset by rental and sampler revenues of $14.6 million and $3.5$3.1 million, respectively. The decrease in net carrying costs of VOI inventory was primarily related to increased rentals of developer inventory and increased sampler stays due to the more significant impact of the COVID-19 pandemic on operations in the ~~2020 periods, partially offset by increased~~2021 period, and to a lesser extent lower maintenance fees and developer subsidies associated with the ~~increase~~decrease in VOI inventory. In certain circumstances, marketing costs are offset by using inventory for marketing guest stays.

Selling and Marketing Expenses. Selling and marketing expenses were ~~$99.3~~$83.9 million and ~~$244.4~~$58.0 million during the three ~~and nine~~ months ended ~~September~~ ~~30,~~March 31, 2022 and 2021, ~~respectively, and $53.6 million and $155.6 million during the three and nine months ended~~ ~~September~~ ~~30, 2020,~~ respectively. ~~As a percentage of system-wide sales of VOIs, selling and marketing expenses were 55% and 54% during the three and nine months ended~~ ~~September~~ ~~30, 2021, respectively, compared to 51% and 61% during the three and nine months ended~~ ~~September~~ ~~30, 2020, respectively.~~ The ~~change~~increase in selling and marketing expenses ~~as a percentage of system-wide sales of VOIs~~ during the three months ~~2021 periods~~ended March 31, 2022 compared to the ~~2020 periods~~three months ended March 31, 2021 is primarily attributable to the ~~fixed nature of certain costs, the cost of~~ maintaining certain sales and marketing associates on temporary furlough in the 2020 periods due to the temporary closure of VOI sales centers and marketing operations in connection with the COVID-19 pandemic as discussed above. ~~During the three and nine months ended~~ ~~September~~ 30, 2020, we incurred $0.1 million and $4.0 million, respectively, in severance and $1.4 million and $12.3 million, respectively, of payroll and benefits expenses relating to employees on temporary furlough or reduced work hours as a result of the impact of the COVID-19 pandemic. During both the three and nine months ended September 30, 2021, we incurred $2.4 million in ~~severance but no such COVID-19 related expenses. The 2021 periods were also impacted by costs incurred associated with~~ ~~the commencement~~expansion of marketing operations ~~at 24~~ into two Bass Pro stores and 21 additional Cabela’s stores since March 31, 2021 and ~~one additional Bass Pro store that were opened during~~ the ~~nine months ended~~ ~~September~~

~~30, 2021.~~expansion of our sales operations in general. We utilize ~~these~~Bass Pro and Cabela’s stores to sell ~~mini-vacation~~discounted vacation packages to customers for future travel which require the customers to attend a timeshare presentation. Additionally, during the 2021 periods, we incurred costs associated with redesigning our sales and marketing platform, including updating sales offices, refreshing marketing material, and adding new sales and marketing senior leadership positions. Further, we have invested in various local and national marketing programs in an effort to attract new customers. These program changes may not be successful or generate a sufficient number of prospects to offset the program costs incurred.

As a percentage of system-wide sales of VOIs, selling and marketing expenses were 55% and 54% during the three months ended March 31, 2022 and 2021, respectively. The increase in selling and marketing expenses as a percentage of system-wide sales of VOIs reflects a higher proportion of sales to new customers compared to the prior year.

The following table sets forth certain new customer marketing information, excluding sampler and other returning owner vacation packages, for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	For the Three Months Ended ‎September 30,						For the Nine Months Ended ‎September 30,						For the Three Months Ended ‎March 31,
	2021		2020		% Change		2021		2020		% Change		2022		2021		% Change
Number of Bass Pro and Cabela's marketing locations at period-end		123		92		34		123		92		34
Number of vacation packages outstanding, beginning of the period ⁽¹⁾		163,738		149,620		9		121,915		169,294		(28)
Number of Bass Pro and Cabela's marketing ‎locations at period-end														128		105		22
Number of vacation packages outstanding, ‎ beginning of the period ⁽¹⁾														187,244		121,915		54
Number of vacation packages sold		52,013		37,286		39		157,643		88,332		78		41,990		49,374		(15)
Number of vacation packages outstanding, end of the period ⁽¹⁾		174,496		134,619		30		174,496		134,619		30
Number of vacation packages outstanding, ‎ end of the period ⁽¹⁾														200,627		132,142		52
% of Bass Pro vacation packages at period end		48%		50%		(4)		48%		50%		(4)		45%		54%		(17)
% of Cabela's vacation packages at period end		18%		10%		80		18%		10%		80		19%		18%		6
% of Choice Hotel vacation packages at period end		23%		23%		—		23%		23%		—		24%		20%		20
% of Other vacation packages at period end		11%		17%		(35)		11%		17%		(35)		12%		9%		33

(1)Excludes vacation packages sold to customers more than one year prior to the period presented and vacation packages sold to customers who had already toured but purchased an additional vacation package.

~~During 2020,~~ ~~Bluegreen~~ eliminated certain of its lower performing mini-vacation programs, including a lead generation operation at various malls. While the elimination of these programs has resulted in lower sales of mini-vacation packages, we believe our expansion into Cabela’s and other ~~local and national marketing~~ ~~programs has more than offset this decrease in mini-vacation packages.~~

In addition to vacation packages sold to new prospects, we also sell vacation packages to customers who have already toured, some of whom purchased a VOI, and have indicated they would tour again. As of ~~September 30, 2021,~~March 31, 2022, the pipeline

of such packages was approximately ~~17,300.~~15,500. There is no assurance that such packages will convert to sales at historical or expected levels.

General and Administrative Expenses — Sales and Marketing Operations. General and administrative expenses, representing expenses directly attributable to sales and marketing operations, were ~~$8.8~~$10.0 million and ~~$24.6~~$7.7 million during the three ~~and nine~~ months ended ~~September~~ ~~30,~~March 31, 2022 and 2021, respectively, reflecting the increased compensation costs due to expansion of our sales and ~~$5.9 million and $19.4 million during the three and nine months ended~~ ~~September~~ ~~30, 2020, respectively.~~marketing support operations. As a percentage of system-wide sales of VOIs, general and administrative expenses directly attributable to sales and marketing operations ~~was 5%~~were 7% during both the three ~~and nine~~ months ended ~~September~~ ~~30, 2021,~~March 31, 2022 and ~~6% and 8% during the three and nine months ended~~ ~~September~~ 30, 2020, respectively. The decrease as a percentage of sales in the 2021 periods compared to the 2020 periods was primarily due to the fixed nature of certain costs, the costs of maintaining certain sales associates on temporary furlough due to the impact of the COVID-19 pandemic and lower VOI system-wide sales of VOIs in the 2020 periods.2021.

‎

Resort Operations and Club Management


	For the Three Months Ended ‎September 30,						For the Nine Months Ended ‎September 30,						For the Three Months Ended ‎March 31,
(dollars in thousands)	2021			2020			2021			2020			2022			2021
Resort operations and club management revenue	$	46,889		$	42,234		$	133,251		$	124,859		$	46,189		$	43,231
Resort operations and club management expense		(25,442)			(26,082)			(74,940)			(76,282)			(25,821)			(25,194)
Operating profit - resort operations and club management		21,447	46%		16,152	38%		58,311	44%		48,577	39%
Operating profit - resort operations and club ‎management														20,368	44%		18,037	42%
Add: Depreciation and amortization		191			208			586			588			183			196
Add: Severance		—			114			—			1,347
Adjusted EBITDA - resort operations and ‎ club management	$	21,638		$	16,474		$	58,897		$	50,512		$	20,551		$	18,233

Resort Operations and Club Management Revenue. Resort operations and club management revenue increased ~~11% and~~ 7% during the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022 as compared to the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021. Cost reimbursement revenue, which consists of payroll and other operating expenses which we incur and ~~pass~~passes through to the HOAs, increased ~~19% and~~ 9% during the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022 as compared to the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021. The increase in cost reimbursement revenue was primarily attributable to ~~the reduction~~an increase in headcount ~~in the three and nine months ended September 30, 2020~~ due to ~~actions taken in connection with~~the recovery from the COVID-19 pandemic. Excluding cost reimbursement revenue, resort operations and club management ~~revenue~~revenues increased 6% ~~and 5%~~ during the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022 as compared to the three ~~and nine~~ months ended ~~September 30, 2020. This~~March 31, 2021 primarily due to an increase ~~was primarily attributable to increased~~in management fees commensurate with higher resort ~~retail operations and third-party rental commissions as a result of the significant impact of the COVID-19 pandemic in the 2020 periods.~~operating costs. Our resort network includes 68 Club and Club Associate Resorts as of both ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. We managed 49 resort properties as of both ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Resort Operations and Club Management Expense. ~~Excluding cost reimbursement expense,~~During the three months ended March 31, 2022, resort operations and club management expense ~~decreased 35% and 19% during the three and nine months ended September 30, 2021, respectively, as~~increased 2% compared to three ~~and nine~~ months ended ~~September 30, 2020, respectively.~~ March 31, 2021. The ~~decrease~~increase was primarily due to increased compensation costs incurred during the first quarter of 2022 toas a result of or in connection with the ~~significant~~continued recovery from the impact of the COVID-19 pandemic ~~in the 2020 periods~~described above and a competitive labor market.

‎

Bluegreen Corporate and Other

For the Three Months Ended
‎September 30,
For the Nine Months Ended
‎September 30,
(dollars in thousands)
2021
2020
2021
2020
General and administrative expenses -
‎ corporate and other
$
(23,790)
$
(20,254)
$
(67,534)
$
(48,603)
Other (expense) income, net
(148)
(365)
56
41
Franchise taxes
78
101
197
118
Loss (gain) on assets held for sale
12
283
(24)
326
Add: Depreciation and amortization
2,239
2,278
6,741
6,645
Add: Severance and other
—
341
—
1,336
Add: Share - based compensation expense
457
—
608
—
Adjusted EBITDA - Corporate and other
$
(21,152)
$
(17,616)
$
(59,956)
$
(40,137)


	For the Three Months Ended ‎March 31,
(dollars in thousands)	2022		2021
General and administrative expenses - ‎ corporate and other	$	(24,801)	$	(24,655)
Other income (expense), net		517		(214)
Gain on assets held for sale		(44)		(24)
Add: Depreciation and amortization		2,090		2,250
Add: Share-based compensation and other		746		—
Adjusted EBITDA - Corporate and other	$	(21,492)	$	(22,643)

General and Administrative Expenses — Corporate and Other. General and administrative expenses directly attributable to corporate overhead were ~~$23.8~~$24.8 million and ~~$67.5~~$24.7 million during the three ~~and nine~~ months ended ~~September~~ ~~30,~~March 31, 2022 and 2021, ~~respectively, and $20.3 million and $48.6 million during the three and nine months ended September 30, 2020,~~ respectively.The increase was primarily due to increased employee benefits and higher executive and management incentive compensation during the three and nine months ended September 30, 2021 as compared to the three and nine months ended September 30, 2020.

Other Income (Expense) ~~Income,~~, net. Other income (expense) ~~income,~~, net was ~~$(0.1)~~$0.5 million and ~~$0.2~~($0.2) million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~respectively, and $(0.3) million and $0.2 million during the three and nine months ended September 30, 2020,~~ respectively.

Interest Expense. Interest expense unrelated to receivable-backed debt was ~~$3.0~~$2.9 million and ~~$9.9~~$3.8 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~respectively, and $3.4 million and $11.9 million during the three and nine months ended September 30, 2020,~~ respectively. The decrease in such interest expense during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 was primarily due to lower outstanding debt balances ~~partially offset by higher weighted average~~and lower weighted-average cost of ~~borrowing.~~borrowing, as compared to the three months ended March 31, 2021. The weighted average cost of borrowing excluding receivable-backed debt as of ~~September 30, 2021~~March 31, 2022 was approximately ~~5.8%~~5.18% compared to approximately ~~5.0%~~6.47% as of ~~September 30, 2020.~~March 31, 2021.

~~Adjusted EBITDA~~Net Income Attributable to Non-Controlling ~~Interest in Bluegreen/Big Cedar Vacations.~~Interest. The Company includes in its consolidated financial statements the results of operations and financial condition of Bluegreen/Big Cedar Vacations, Bluegreen’s 51%-owned subsidiary. ~~The~~Net income attributable to non-controlling interest ~~in Adjusted EBITDA of Bluegreen/Big Cedar Vacations~~ is the portion of Bluegreen/Big Cedar ~~Vacations’ Adjusted EBITDA~~Vacations that is attributable to Big Cedar LLC, which holds the remaining 49% interest in Bluegreen/Big Cedar Vacations. ~~Adjusted EBITDA~~Net income attributable to ~~the non-controlling interest in Bluegreen/Big Cedar Vacations was $4.2 million and $10.3 million~~noncontrolling interests during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~respectively, and $2.7~~was $3.2 million and ~~$4.2~~$2.5 million, ~~during the three and nine months ended September 30, 2020,~~ respectively. The increase in ~~Adjusted EBITDA~~net income attributable to ~~the non-controlling interest in Bluegreen/Big Cedar Vacations~~noncontrolling interests for the ~~2021 periods~~three months ended March 31, 2022 compared to the ~~2020 periods primarily~~three months ended March 31, 2021 reflects the ~~impact of~~continued recovery from the COVID-19 pandemic, ~~on 2020 results.~~as discussed above.

‎

~~Parent Company~~BVH Corporate and Other

~~The Parent Company~~BVH Corporate and other in the Company’s segment information primarily includes the following:

BVH’s corporate general and administrative expenses;

Interest expense associated with Woodbridge’s junior subordinated debentures and ~~the $75.0 million~~its outstanding note payable to BBX Capital; and

Interest income on interest-bearing cash accounts.

Corporate General and Administrative Expenses

~~The Parent Company’s~~BVH’s corporate general and administrative expenses for the three months ended March 31, 2022 and 2021 were ~~$0.6~~$0.5 million and ~~$2.0~~$0.8 million, ~~during the three~~respectively, and ~~nine months ended~~ ~~September~~ ~~30, 2021, and $41.6 million and $58.8 million~~ ~~during the three and nine months ended September 20, 2020, respectively. The Parent Company’s corporate general and administrative expenses during periods subsequent to the September 2020 spin-off of BBX Capital~~ consist primarily of costs associated with ~~the Parent Company~~BVH being a publicly traded company (including, but not limited to, executive compensation, shareholder relations, and legal and ~~accounting~~auditing expenses). The 2020 periods reflect an acceleration of the vesting of unvested restricted stock awards and payments to settle BVH’s long term incentive program for 2020 which in the aggregate resulted in $32.6 million of compensation expense for the three and nine months ended September 30, 2020. In addition, included in the BVH corporate general and administrative expenses for the three and nine months ended September 30, 2020 was $1.8 million of costs associated with the spin-off.

Interest Expense

~~The Parent Company’s~~BVH’s interest expense ~~was $1.8 million and $5.5 million~~ for the three ~~and nine~~ months ended ~~September~~ ~~30,~~March 31, 2022 and 2021 ~~respectively, and $0.9~~was $1.5 million and ~~$3.0~~$1.8 million, ~~for the three and nine months ended~~ ~~September~~ ~~30, 2020,~~ respectively. Interest expense for the three ~~and nine~~ months ended ~~September~~ ~~30,~~March 31, 2022 and 2021 ~~include $1.1~~includes $0.8 million and ~~$3.4~~$1.1 million, respectively, of interest expense on the ~~$75.0 million~~ note payable to BBX Capital, ~~which was~~ issued in connection with the spin-off of BBX Capital in September 2020. ~~This increase is partially offset during the 2021 periods compared~~The decrease in interest expense was primarily due to the ~~2020 periods due to lower variable interest rates on Woodbridge’s junior subordinated debentures and BVH’s~~ repayment ~~in full during August 2020~~ of ~~its $80.0~~$25.0 million of the note payable to ~~Bluegreen. The interest expense on the $80.0 million note to Bluegreen and the related interest income recognized by Bluegreen are eliminated~~BBX Capital in ~~the Company’s consolidated statements of operations for the 2020 periods.~~December 2021.

Provision ~~(Benefit)~~ for Income Taxes from continuing operations

The provision ~~(benefit)~~ for income taxes was ~~$8.0~~$6.2 million and ~~$16.9~~$1.2 million for the three ~~and nine~~ months ended ~~September~~ ~~30,~~March 31, 2022 and 2021, ~~respectively, compared to $0.5 million and ($0.4) million during the three and nine months ended~~ ~~September~~ ~~30, 2020,~~ respectively. The Company’s effective income tax rate was approximately ~~27%~~28% and 1%29% for the ~~nine~~three months ended ~~September~~ ~~30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Effective income tax rates for interim periods are based upon the Company’s then current estimated annual rate. The effective income tax rate varies based upon the estimate of taxable earnings as well as on the mix of taxable earnings in the various states in which the Company and its subsidiaries operate. As such, the Company’s effective tax rates for the 2021 and 2020 periods reflect an estimate of its annual taxable earnings, state taxes, non-deductible items and changes in valuation allowance on deferred tax assets for each respective year. The 2020 periods include estimates made at the time related to the full year’s impact of the COVID-19 pandemic.

~~Discontinued Operations~~

Discontinued operations represent the activities and results of BBX Capital, the former wholly owned subsidiary of the Company which was spun off on September 30, 2020. BBX Capital’s businesses include all of the historical businesses and investments of the Company other than Bluegreen, including BBX Capital Real Estate, BBX Sweet Holdings, and Renin.

‎

5341

~~The loss from discontinued operations before income taxes for the three and nine months ended~~ ~~September~~ 30, 2020 was $5.5 million and $41.6 million, respectively. The losses during the nine months ended September 30, 2020 primarily related to $31.6 million of impairment losses on BBX Capital’s businesses.

~~Net Income or Loss from Continuing Operations Attributable to Noncontrolling Interests~~

The Company’s consolidated financial statements include the results of operations and financial position of partially owned subsidiaries in which it holds a controlling financial interest, including Bluegreen/Big Cedar Vacations (which is owned 51% by Bluegreen). In addition, prior to the May 5, 2021 statutory short-form merger pursuant to which Bluegreen became a wholly owned subsidiary of the Company, the Company owned an approximate 93% interest in Bluegreen.

~~Net income from continuing operations attributable to noncontrolling interests was $4.2 million and $11.1 million during the three and nine months ended~~ ~~September~~ ~~30, 2021, respectively, and $3.4 million and $4.3 million during the three and nine months ended~~ ~~September~~ ~~30, 2020, respectively. The increase in net income attributable to noncontrolling interests for the three and nine months ended~~ ~~September~~ ~~30, 2021 compared to the three and nine months ended~~ ~~September~~ ~~30, 2020 was primarily due to an increase in the net income of Bluegreen and Bluegreen/Big Cedar Vacations as discussed above.~~

Changes in Financial Condition

The following table summarizes the Company’s cash flows for the periods indicated (in thousands):


	For the Nine Months Ended ‎September 30,				For the Three Months Ended ‎March 31,
	2021		2020		2022		2021

Net cash provided by operating activities	$	86,072	$	3,161	$	29,492	$	11,969
Net cash used in investing activities		(11,478)		(12,183)		(4,895)		(4,049)
Net cash used in financing activities		(70,460)		(151,066)
Net cash provided by (used in) financing activities						18,028		(25,138)
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	4,134	$	(160,088)	$	42,625	$	(17,218)

Cash Flows from Operating Activities

The Company’s operating cash flow increased ~~$82.9~~$17.5 million during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021, primarily reflecting the following:

increased operating profit in the ~~2021~~2022 period reflecting the ~~more significant adverse impact of~~stronger 2022 performance and continued recovery from the COVID-19 ~~pandemic on operations in the 2020 period;~~pandemic; and

timing of the ~~elimination~~payment of certain ~~activities related~~2022 expenses, including those to ~~BBX Capital, the former wholly owned subsidiary of the Company which was spun off~~Bass Pro, made in ~~September 2020;~~

~~lower incentive compensation paid in the 2021 period to certain associates;~~December 2021;

partially offset by ~~increased payments of income taxes and increased spending on the acquisition and development of inventory during the 2021 period.~~an increase in our VOI notes receivable portfolio.

Cash Flows from Investing Activities

Cash used in investing activities was ~~$0.7~~$4.9 million ~~lower~~and $4.0 million during the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~compared to the same period in 2020, primarily due to decreased expenditures relating to the activities~~respectively, and consisted of ~~BBX Capital, the former wholly owned subsidiary of the Company which was spun off~~spending on ~~September 30, 2020, partially offset by~~ purchases of property and ~~equipment in the 2021 period~~.equipment.

‎

Cash Flows from Financing Activities

Cash ~~used in~~provided by financing activities ~~was $80.6~~increased by $43.1 million ~~lower~~ during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to the ~~same period of 2020,~~three months ended March 31, 2021, primarily due to ~~the $96.8~~a $45.6 million decrease in ~~cash transferred to~~ ~~BBX Capital in connection with the Company’s spin-off of BBX Capital in September 30, 2020. This decrease was partially offset by~~ ~~$14.8 million in higher~~ net ~~debt repayments~~borrowings in the ~~2021~~2022 period. In addition, ~~BVH~~the Company repurchased ~~$20.9~~$4.7 million of shares of its common stock ~~during~~in the 2022 period with no such repurchases in the 2021 ~~period compared to Bluegreen’s repurchase of $11.7 million of its common stock during 2020.~~ period.

For additional information on the availability of cash from existing credit facilities, as well as repayment obligations, see “Liquidity and Capital Resources” below.

Seasonality

The Company has historically, and expects to continue to experience, seasonal fluctuations in its revenues and results of operations. This seasonality has resulted, and may continue to result, in fluctuations in quarterly operating results. Due to consumer travel patterns, we typically ~~experienced~~experience more tours and higher VOI sales volume during the second and third quarters. ~~However our historical seasonality may be impacted by the COVID-19 pandemic.~~

Liquidity and Capital Resources

The Company, excluding Bluegreen

As of ~~September~~ ~~30, 2021,~~March 31, 2022, the Company, excluding its subsidiaries, had cash, cash equivalents, and short-term investments of ~~$16.6~~approximately $8.2 million. Its primary ~~sources~~source of liquidity for the forseeable future ~~are~~is expected to be its available cash, cash equivalents, and short-term investments and distributions from Bluegreen. ~~However, as described below, the COVID-19 pandemic has impacted and created uncertainty regarding these sources of liquidity.~~

In connection with ~~our~~the spin-off of BBX Capital wein September 2020, BVH issued a $75.0 million note payable to BBX Capital that accrues interest at a rate of 6% per annum and requires payments of interest on a quarterly basis. Under the terms of the note, ~~we have~~BVH has the option in ~~our~~its discretion to defer interest payments under the note, with interest on the entire outstanding balance thereafter to accrue at a cumulative, compounded rate of 8% per annum until such time as all accrued payments under the note are brought current, including deferred interest. In December 2021, BVH repaid $25.0 million on the note payable to BBX Capital, leaving a remaining balance as of March 31, 2022 of $50.0 million. All outstanding amounts under the note will become due and payable in September 2025 or earlier upon certain other events.

~~BVH’s~~The Company’s wholly owned subsidiary, Woodbridge, had $65.3 million inof junior subordinated debentures outstanding as of ~~September 30, 2021.~~March 31, 2022. Woodbridge’s junior subordinated debentures accrue interest at a rate of 3-month LIBOR plus a spread ranging from ~~3.80%~~4.10% to ~~3.85%~~4.85%, mature between 2035 and 2036, and require interest payments on a quarterly basis.

The Company, ~~on the~~at its parent company level, is a holding company with limited operations which currently expects to incur approximately $2.0 million annually in executive compensation expenses and public company costs ~~as well as~~and annual interest expense of approximately ~~$7.2~~$6.0 million associated with Woodbridge’s junior subordinated debentures and the note payable to BBX Capital. These amounts are based on current expectations and assumptions, currently available information and, with respect to interest expense on Woodbridge’s junior subordinated debentures, interest rates as of ~~September 30, 2021.~~March 31, 2022. Such assumptions and expectations may not prove to be accurate, interest rates may increase and, accordingly or otherwise, actual expenses may exceed the amounts expected. BVH will rely primarily on cash on hand and cash equivalents, as well as distributions, if any, that may be paid by Bluegreen in the future, to fund its operations and satisfy its debt service requirements and other liabilities, including its note payable to BBX Capital. ~~During the nine months ended September 30, 2021, Bluegreen distributed $10.0 million to BVH. While~~ BVH ~~believes that it will have sufficient cash and cash equivalents to fund its operations for at least two years, it will be~~is dependent on the payment of distributions from Bluegreen to fund its operations and debt service requirements in future periods. There is no assurance that Bluegreen will pay distributions in the amounts required to fund BVH’s needs or at all.

Except as otherwise noted, the debts and obligations of Bluegreen are not direct obligations of BVH and generally are non-recourse to BVH. Similarly, the assets of Bluegreen are not available to BVH absent a distribution. Furthermore,

certain of Bluegreen’s credit facilities contain terms which could limit the payment of distributions without the lender’s consent or waiver. BVH may also seek additional liquidity in the future from outside sources, including traditional bank financing, secured or unsecured indebtedness, or the issuance of equity and/or debt securities. However, these alternatives may not be available to BVH on attractive terms, or at all. The inability to raise funds through such sources when or to the extent needed would have a material adverse effect on the Company’s business, results of operations, and financial condition.

We also historically received funds from other subsidiaries as well as Bluegreen, in connection with the parties’ tax sharing agreement to the extent that a subsidiary utilized our tax benefits in our consolidated tax return. We received $27.2 million in tax sharing payments during the nine months ended ~~September~~ ~~30,~~In August 2021, ~~with no such tax sharing payments during the nine months ended~~ ~~September~~ 30, 2020 due to the impact of COVID-19 on the Company’s operations. BBX Capital and its subsidiaries are no longer parties to the tax sharing agreement as a result of the spin-off of BBX Capital on September 30, 2020.

~~In June 2017,~~ the Company’s board of directors approved a share repurchase program which authorized the repurchase of up to 1,000,000 shares of the Company’s Class A Common Stock and Class B Common Stock at an aggregate cost of up to $35.0 million. There were no share purchases under the 2017 repurchase program during the nine months ended September 30, 2020 or 2021, and this repurchase program was terminated in connection with the adoption of a new repurchase program in August 2021, as described below.

~~In August 2021, the Company’s board of directors approved a new share repurchase program which authorizes~~ 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 program. The Company repurchased and retired ~~988,309~~151,232 of Class A ~~common shares and 18,996 shares of Class B common shares~~Common Stock during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 for an aggregate purchase price of ~~$20.9~~$4.7 million. As of ~~September 30, 2021, $19.1~~March 31, 2022, $58.0 million remained available for the repurchase of shares under ~~this~~the Company’s 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. No shares were repurchased during the three months ended March 31, 2021.

On April 13, 2022, the Company’s board of directors declared a quarterly cash dividend of $0.15 per share on its Class A and Class B common stock, which totaled $3.0 million in the aggregate, to be paid on May 16, 2022. The record date for the dividend was May 2, 2022. The Company also indicated that it intends to continue to declare regular quarterly cash dividends on its Class A and Class B common stock of $0.15 per share, subject to declaration by, and the discretion of, the Company’s board of directors and limitations in its credit facilities.

‎

Bluegreen

Bluegreen believes that it has sufficient liquidity from the sources described below to fund its operations, including its anticipated working capital, capital expenditure, and debt service requirements ~~and impacts associated with the COVID-19 pandemic challenges~~ for the foreseeable future, subject to the success of its operations and ~~ongoing mitigating measures~~initiatives (including those taken in connection with or in response to ~~manage challenges associated with~~ the COVID-19 ~~pandemic, as discussed in this report, including cost reductions~~pandemic) and the ongoing availability of credit.

Bluegreen’s primary sources of funds from internal operations are: (i) cash sales; (ii) down payments on VOI sales which are financed; (iii) proceeds from ~~the sale of, or~~ borrowings collateralized by notes receivable; (iv) cash from finance ~~operations, including mortgage servicing fees and principal and interest payments received on the purchase money mortgage loans arising from sales of VOIs;~~operations; and (v) net cash generated from sales and marketing fee-based services and other fee-based services, including resort management operations.

The ability to ~~sell and/or~~ borrow against notes receivable from VOI buyers has been critical to Bluegreen’s continued liquidity. A financed VOI buyer is generally only required to pay a minimum of 10% ~~to 20%~~ of the purchase price in cash at the time of sale; however, selling, marketing and administrative expenses attributable to the sale are primarily cash expenses that generally exceed a buyer’s minimum required down payment. Accordingly, having financing facilities available ~~for the hypothecation, sale or transfer of~~to borrow against Bluegreen’s VOI notes receivable has been critical to its ability to meet its short and long-term cash needs. Bluegreen has attempted to maintain a number of diverse financing facilities. Historically, Bluegreen has relied on ~~its ability to sell receivables in~~ the term securitization market in order to generate liquidity and create capacity in its receivable facilities. In addition, maintaining adequate VOI inventory to sell and pursue growth into new markets requires Bluegreen to use cash on hand or incur debt for the acquisition, construction and development of new resorts. Development expenditures ~~during~~for the remainder of ~~2021~~2022 are expected to range between ~~$1.0~~$50.0 million to ~~$5.0~~$60.0 million,~~which primarily relate~~ and include development activity at resorts in Missouri and Tennessee. In addition, Bluegreen continues to ~~development~~look at ~~one of the Bluegreen/Big Cedar Vacations resorts.~~opportunities for new resort or land acquisitions.

As described above, Bluegreen’s ability to borrow against ~~or sell~~ its VOI notes receivable has historically been a critical factor in Bluegreen’s liquidity. If Bluegreen is unable to renew credit facilities or obtain new credit facilities, Bluegreen’s business, results of operations, liquidity, or financial condition would be materially, adversely impacted.

~~In connection with Bluegreen’s capital-light business activities,~~ Bluegreen has entered into agreements with third-party developers that allow Bluegreen to buy VOI inventory, typically on a non-committed basis, prior to when it intends to sell such VOIs. ~~Bluegreen’s capital-light business strategy~~Bluegreen also ~~includes secondary market sales, pursuant to which Bluegreen~~ enters into secondary market arrangements with certain HOAs and others generally on a non-committed basis, which allows Bluegreen to acquire VOIs generally at a significant discount, as such VOIs are typically obtained by the HOAs through foreclosure in connection with maintenance fee defaults. ~~Bluegreen currently expects to acquire~~Acquisition of JIT and secondary market inventory, ~~during the remainder~~both of ~~2021 at a cost of $2.0~~which are considered Bluegreen-owned inventory, is expected to range between $10.0 million to ~~$5.0 million.~~$20.0 million in 2022.

In April 2022, Bluegreen completed a private offering and sale of $172.0 million of VOI receivable-backed notes (the “2022 Term Securitization”). The 2022 Term Securitization consisted of the issuance of three tranches of VOI receivable-backed notes (collectively, the “Notes”) as follows: $71.0 million of Class A Notes, $56.5 million of Class B Notes, and $44.5 million of Class C Notes. The interest rates on the Class A Notes, Class B Notes and Class C Notes are 4.12%, 4.61% and 5.35%, respectively, which blends to an overall weighted average note interest rate of approximately 4.60%. The gross advance rate for this transaction was 88.3%. The Notes mature in September 2037.

The amount of the VOI receivables sold or to be sold to BXG Receivables Note Trust 2022-A (the “Trust”) in the transaction is $194.7 million, $185.0 million of which was sold to the Trust at closing and $9.7 million of which is expected to be sold to the Trust by August 2022. The gross proceeds of such sales to the Trust are anticipated to be $171.9 million. A portion of the proceeds received at the closing were used to: repay the Key Bank/DZ Purchase Facility $53.2 million, representing all amounts outstanding under the facility; repay the Liberty Bank facility $11.0 million; repay Pacific Western Bank Facility $16.1 million; capitalize a reserve fund; and pay fees and expenses associated with the transaction. Prior to the closing of the 2022-A Term Securitization, Bluegreen, as servicer, funded $4.9 million in connection with the servicer redemption of the notes related to the 2013 Term Securitization, and certain of the VOI notes in such trust were sold to the Trust in connection with the 2022 Term Securitization. The remainder of the gross proceeds from the 2022 Term Securitization are expected to be used for general corporate purposes. As a result of the facility repayments described above, (i) there currently are no amounts outstanding under the KeyBank/DZ Purchase Facility, which allows for maximum outstanding receivable-backed borrowings of $80.0 million on a revolving basis through December 31, 2022, (ii) there is currently approximately $11.7 million

outstanding under the Liberty Bank Facility, which permits maximum outstanding receivable-backed borrowings of $40.0 million on a revolving basis through June 30, 2024, and (iii) there is currently approximately $5.3 million outstanding under the Pacific Western Bank Facility, which permits maximum outstanding receivable-backed borrowings of $40.0 million on a revolving basis through September 20, 2024. Thus, additional availability of approximately $80.3 million in the aggregate was generated as a result of the repayments.

Bluegreen has ~~$18.1~~$12.4 million of required contractual obligations due to be paid within one year, ~~and no~~as well as two financing facilities with advance periods ~~scheduled to~~that will expire within one year. While there is no assurance that Bluegreen will be successful, Bluegreen intends to seek to renew or extend its debt and extend its advance periods on certain facilities.

Bluegreen’s level of debt and debt service requirements have several important effects on its operations and in turn on the Company, including that: (i) significant debt service cash requirements reduce the funds available for operations and future business opportunities and increase Bluegreen’s vulnerability to adverse economic and industry conditions, as well as conditions in the credit markets, generally; (ii) Bluegreen’s leverage position increases its vulnerability to economic and competitive pressures; (iii) the financial covenants and other restrictions contained in indentures, credit agreements and other agreements relating to its indebtedness require Bluegreen to meet certain financial tests and may restrict Bluegreen’s ability to, among other things, pay dividends, borrow additional funds, dispose of assets or make investments; and (iv) Bluegreen’s leverage position may limit funds available for acquisitions, working capital, capital expenditures, dividends and other general corporate purposes. Certain of Bluegreen’s competitors may operate on a less leveraged basis and may have greater operating and financial flexibility than Bluegreen does.

Credit Facilities for Receivables with Future Availability

Bluegreen maintains various credit facilities with financial institutions which allow Bluegreen to borrow against or sell its VOI notes receivable. As of ~~September 30, 2021,~~March 31, 2022, Bluegreen had the following credit facilities with future availability, all of which are subject to revolving availability terms during the advance period and therefore provide for additional availability as the facility is paid down, subject in each case to compliance with covenants, eligible collateral and applicable terms and conditions during the advance period (dollars in thousands):



	Borrowing ‎Limit as of ‎September 30, 2021		Outstanding ‎Balance as of ‎September 30, ‎2021		Availability ‎as of ‎ September 30, ‎2021		Advance Period ‎Expiration; ‎Borrowing ‎Maturity as of ‎September 30, 2021	Borrowing Rate; ‎Rate as of ‎September 30, 2021	Borrowing ‎Limit as of ‎March 31, 2022		Outstanding ‎Balance as of ‎March 31, ‎2022		Availability ‎as of ‎ March 31, ‎2022		Advance Period ‎Expiration; ‎Borrowing ‎Maturity as of ‎March 31, 2022	Borrowing Rate; ‎Rate as of ‎March 31, 2022
Liberty Bank Facility	$	40,000	$	23,490	$	16,510	June 2024; ‎June 2026	Prime Rate - 0.10 to 0.50%; floor of 3.00% to 3.40%; 3.19% ⁽¹⁾	$	40,000	$	20,233	$	19,767	June 2024; ‎June 2026	Prime + 0.10% to 0.50%; floor of 3.00%; 3.00%⁽¹⁾
NBA Receivables Facility		70,000		31,377		38,623	September 2023; ‎March 2028	30 day LIBOR+2.25%; floor of 3.00%; 3.00% ⁽²⁾		70,000		24,891		45,109	September 2023; ‎March 2028	30 day LIBOR+2.25%; ‎floor of 3.00%; ‎ 3.00% ⁽²⁾
Pacific Western Facility		50,000		28,629		21,371	September 2024; ‎September 2027	30 day LIBOR+2.50% to floor of 2.75% ⁽³⁾; 3.00%		50,000		21,467		28,533	September 2024; ‎September 2027	30 day LIBOR+2.50% to 2.75%⁽³⁾; 3.21%
KeyBank/DZ Purchase Facility		80,000		30,956		49,044	December 2022; ‎December 2024	30 day LIBOR or CP +2.25%; 2.50% ⁽⁴⁾		80,000		55,067		24,933	December 2022; ‎December 2024	30 day LIBOR or CP +2.25%; interest rate floor of 0.25%; 2.53% ⁽⁴⁾
Quorum Purchase Facility		50,000		22,576		27,424	December 2022; ‎December 2034	⁽⁵⁾		50,000		17,866		32,134	December 2022; ‎December 2034	⁽⁵⁾
	$	290,000	$	137,028	$	152,972			$	290,000	$	139,524	$	150,476

(1)~~Prior~~Recourse is limited to ~~the August 2021 amendment described below, the borrowing rate was Prime – 0.10% (with an interest rate floor of 3.40%).~~$5.0 million, subject to certain exceptions.

(2)Borrowings after September 25, 2020 accrue interest at one-month LIBOR plus 2.25% (with an interest rate floor of 3.00%). Recourse to Bluegreen/Big Cedar Vacations is limited to $10.0 million, subject to certain exceptions.

5745

(3)~~Prior~~Recourse is limited to ~~the July 2021 amendment described below, the borrowing rate was 30 day LIBOR + 2.75%~~$7.5 million, subject to ~~3.00%.~~certain exceptions.

(4)Borrowings accrue interest at a rate equal to either LIBOR, a “Cost of Funds” rate or commercial paper (“CP”) rates plus 2.25%. The

interest rate will increase to the applicable rate plus 3.25% upon the expiration of the advance period.

(5)Of the amounts outstanding under the Quorum Purchase Facility at ~~September 30, 2021, $1.7~~March 31, 2022, $9.7 million accrues interest at a rate per

annum ~~of 4.75%, $11.5 million accrues interest at a fixed rate~~ of 4.95%, and ~~$9.4~~$8.1 million accrues interest at a fixed rate of 5.10%.

~~Liberty Bank Facility.~~ Since 2008, Bluegreen has maintained a revolving VOI notes receivable hypothecation facility (the “Liberty Bank Facility”) with Liberty Bank which provides for advances on eligible receivables pledged under the Liberty Bank Facility, subject to specified terms and conditions, during the revolving credit period. In August 2021, Bluegreen amended the Liberty Bank Facility to extend the revolving credit period from September 2021 to June 2024 and extend the maturity date from June 2024 to June 2026. As described in further detail below, the amendment, among other things, also increased the advance rates, decreased the interest rate on future borrowings and provides for potential decrease in the interest rate on outstanding borrowings, and decreases the recourse amount. The advance rate with respect to Qualified Timeshare Loans is 85% (an increase from the 80% advance rate in place prior to the August amendment) of the unpaid principal balance of the Qualified Timeshare Loans. The advance rate is 70% (an increase from the 60% advance rate in place prior to the August amendment) of the unpaid principal balance of Non-Conforming Qualified Timeshare Loans. Maximum permitted outstanding borrowings are $40.0 million, subject to the terms of the facility. T~~he interest rate on outstanding borrowings prior to the August amendment is the Prime Rate minus 0.10% with a floor of 3.40%; provided, however, that pursuant to the August amendment, the interest rate on borrowings~~ ~~prior to the August amendment~~ will be the Prime Rate minus 0.50% with a floor of 3.00% if Bluegreen borrows an additional $15.0 million by December 31, 2021. The interest rate on borrowings incurred following the August amendment is the Prime Rate minus 0.50% with a floor of 3.00%. Recourse to Bluegreen under the amended facility is limited to $5.0 million (a decrease from $10.0 million prior to the August amendment), with certain exceptions set forth in the facility. Subject to the terms of the facility, principal and interest due under the Liberty Bank Facility are paid as cash is collected on the pledged receivables, with the remaining balance being due by maturity.

See Note 10 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for additional information with respect to Bluegreen’s receivable-backed notes payable facilities.

Other Credit Facilities

Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan. ~~In December 2016, Bluegreen entered into~~Bluegreen’s has a ~~$100.0 million syndicated~~corporate credit facility with Fifth Third Bank, as administrative agent and lead arranger, and certain other bank participants as lenders. In October 2019, Bluegreen amended the facility and increased the facility to $225.0 million. The amended facility includeswhich included a $100.0 million term loan (the “Fifth Third Syndicated ~~Term~~ Loan”)

with quarterly amortization requirements and a $125.0 million revolving line of credit (the “Fifth Third Syndicated Line-of-Credit”). as of December 31, 2021. In February 2022, Bluegreen amended and increased the revolving line of credit by $75.0 million. Borrowings ~~under the amended facility~~ generally bear interest at ~~LIBOR~~a rate of term SOFR plus ~~2.00% - 2.50% (with~~1.75-2.50% and a ~~LIBOR floor of 0.25%),~~0.05%-0.10% credit spread adjustment, depending on ~~our~~Bluegreen’s leverage ~~ratio,~~ratio. Borrowings are collateralized by certain ~~of Bluegreen’s~~ VOI inventory, sales center buildings, management fees, short-term receivables and cash flows from residual interests relating to certain term ~~securitizations, and will mature in October 2024.~~securitizations. As of ~~September 30, 2021,~~March 31, 2022, outstanding borrowings under the facility totaled ~~$110.0~~$140.0 million, including ~~$90.0~~$100.0 million under the Fifth Third Syndicated Term Loan with an interest rate of ~~2.25%~~1.99%, and ~~$20.0~~$40.0 million under the Fifth Third Syndicated Line of Credit with an interest rate of ~~2.25%~~2.11%.

Bluegreen also has outstanding obligations under various credit facilities and securitizations that have no remaining future availability as the advance periods have expired.

Commitments

The Company’s material commitments as of September 30, 2021 included the required repayments on receivable-backed debt, Bluegreen’s lines-of-credit and other notes payable, BVH’s note payable to BBX Capital, junior subordinated debentures, subsidy advances to certain HOAs, and commitments under non-cancelable operating leases.

~~The~~ following table summarizes the contractual minimum principal and interest payments required on all of the Company’s outstanding debt, and non-cancelable operating leases by period due date, as of ~~September 30, 2021~~March 31, 2022 (in thousands):



	Payments Due by Period												Payments Due by Period
Contractual Obligations	Less than ‎1 year		1 – 3 ‎Years		4 – 5 ‎Years		After 5 ‎Years		Unamortized ‎Debt ‎ Issuance ‎Costs		Total		Less than ‎1 year		1 – 3 ‎Years		4 – 5 ‎Years		After 5 ‎Years		Unamortized ‎ Debt Issuance ‎Costs		Total

Receivable-backed notes payable	$	—	$	4,707	$	70,849	$	310,083	$	(4,612)		381,027	$	—	$	58,801	$	33,244	$	257,390	$	(3,892)	$	345,543
Bluegreen's notes payable and other borrowings		7,500		17,500		85,000		—		(1,021)		108,979
BVH's note payable to BBX Capital, Inc.		—		—		75,000		—		—		75,000
Bluegreen notes payable and other borrowings														5,000		10,000		125,000		—		(2,213)		137,787
BVH note payable to BBX Capital, Inc.																		50,000						50,000
Jr. subordinated debentures ⁽¹⁾		—		—		—		170,897		(1,019)		169,878		—		—		—		170,897		(982)		169,915
Noncancelable operating leases ⁽²⁾		6,610		12,323		6,916		23,972		—		49,821		7,378		10,624		5,767		23,133				46,902
Bass Pro Settlement ⁽³⁾		4,000		8,000		—		—		—		12,000				8,000								8,000
Contractual interest ⁽⁴⁾														25,441		49,868		43,942		128,774				248,025
Total contractual obligations		18,110		42,530		237,765		504,952		(6,652)		796,705	$	37,819	$	137,293	$	257,953	$	580,194	$	(7,087)	$	1,006,172

Interest Obligations ⁽⁴⁾
Receivable-backed notes payable		12,266		24,519		22,409		65,980		—		125,174
Bluegreen's notes payable and other borrowings		2,391		4,247		117		—		—		6,755
BVH's note payable to BBX Capital, Inc.		4,500		9,000		4,488		—		—		17,988
Jr. subordinated debentures		7,848		15,695		15,695		73,763		—		113,001
Total contractual interest		27,005		53,461		42,709		139,743		—		262,918
Total contractual obligations	$	45,115	$	95,991	$	280,474	$	644,695	$	(6,652)	$	1,059,623

(1)Amounts do not include purchase accounting adjustments for junior subordinated debentures of ~~$35.2~~$34.7 million.

(2)Amounts represent the cash payment for leases and ~~includes~~include interest of ~~$11.2~~$10.5 million

(3)Amounts represent the ~~three remaining~~ $4.0 million annual cash payments to Bass Pro ~~to be made~~ during ~~2022,~~each of 2023 and 2024 pursuant to the June 2019 settlement agreement and ~~includes~~include imputed interest of ~~$2.7~~$0.5 million.

(4)Assumes that the scheduled minimum principal payments are made in accordance with the table above and the interest rate on variable rate debt remains the same as the rate at ~~September 30, 2021.~~

March 31, 2022.

The future commitments of the Company, excluding Bluegreen, relate to Woodbridge’s junior subordinated debentures and the note payable to BBX Capital, including interest thereon. The Company will rely primarily on cash on hand and cash equivalents, as well as ~~distributions,~~dividends, if any, that may be paid by Bluegreen in the future, in order to satisfy the principal payments required on its contractual obligations. As discussed above, while the Company believes that it will have sufficient cash and cash equivalents to fund its operations for the foreseeable future, it will be dependent on the payment of ~~dividends~~distribution by Bluegreen to fund its operations in future periods. There is no assurance that Bluegreen will pay ~~dividends~~distributions in amounts required to fund BVH’s needs or at all.

In lieu of paying maintenance fees for unsold VOI inventory, Bluegreen may enter into subsidy agreements with certain HOAs. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ Bluegreen made ~~net~~ payments related to such subsidies of ~~$11.2~~$1.5 million and ~~$7.7~~$1.6 million, respectively, which are included inwithin cost of other fee-based services in the Company’s unaudited consolidated statements of operations and comprehensive income. As of ~~September 30, 2021, Bluegreen~~March 31, 2022, we had ~~$8.0~~$4.9 million accrued for such subsidies, which is included in accrued liabilities and other in the unaudited consolidated balance ~~sheet.~~sheet as of such date. As of December 31, ~~2020,~~2021, Bluegreen had no accrued liabilities for such subsidies.

Bluegreen intends to use cash on hand and cash flow from operations, including cash received from the sale or pledge of VOI notes receivable, and cash received from new borrowings under existing or future credit facilities in order to satisfy the principal and interest payments required on contractual obligations.

Bluegreen believes that its existing cash, anticipated cash generated from operations, anticipated future permitted borrowings under existing or future credit facilities, and anticipated future sales of notes receivable under existing, future or replacement purchase facilities will be sufficient to meet its anticipated working capital, capital expenditure and debt service requirements, including the contractual payment of the Bluegreen obligations set forth above, for the foreseeable future subject to the success of its ongoing business strategies, the ongoing availability of credit and the impact of general economic conditions, the COVID-19 pandemic and the success of ~~the~~any actions Bluegreen has taken in response thereto. Bluegreen will continue its efforts to renew, extend or replace any credit and receivables purchase facilities that have expired or that will expire in the near term. Bluegreen may, in the future, also obtain additional credit facilities and may issue corporate debt. Any debt incurred or issued may be secured or unsecured, bear interest at fixed or variable rates and may be subject to such terms as the lender may require and management believes acceptable. There can be no assurance that Bluegreen’s efforts to renew or replace credit facilities or receivables purchase facilities which have expired or which are scheduled to expire in the near term will be successful or that sufficient funds will be available from operations or under existing, proposed or future revolving credit or other borrowing arrangements or receivables purchase facilities to meet Bluegreen’s cash needs, including debt service obligations. To the extent Bluegreen is unable to sell notes receivable or borrow under such facilities, its ability to satisfy its obligations would be materially adversely affected.

Bluegreen’s receivables purchase facilities, credit facilities, indentures and other outstanding debt instruments include what Bluegreen believes to be customary conditions to funding, eligibility requirements for collateral, cross-default and other acceleration provisions and certain financial and other affirmative and negative covenants, including, among others, limits on the incurrence of indebtedness, payment of dividends, investments in joint ventures and other restricted payments, the incurrence of liens and transactions with affiliates, as well as covenants concerning net worth, fixed charge coverage requirements, debt-to-equity ratios, portfolio performance requirements and cash balances, and events of default or termination. In the future, Bluegreen may be required to seek waivers of such covenants, but may not be successful in obtaining waivers, and such covenants may limit its ability to raise funds, sell receivables or satisfy or refinance its obligations, or otherwise adversely affect its financial condition and results of operations, as well as its ability to pay distributions. Bluegreen’s future operating performance and ability to meet its financial obligations will be subject to future economic conditions and to financial, business and other factors, many of which may be beyond its control.

As previously disclosed, Bluegreen entered into a settlement agreement and revised marketing arrangement with Bass Pro and its affiliates during June 2019. Pursuant to the Settlement Agreement, Bluegreen agreed to make five annual

payments to Bass Pro of $4.0 million, which commenced in January 2020. Additionally, in lieu of the previous commission arrangement, Bluegreen agreed to pay to Bass Pro a fixed annual fee for each Bass Pro and Cabela’s retail store that Bluegreen accessed and an amount per net vacation package sold. As of ~~September 30, 2021,~~March 31, 2022, Bluegreen had sales and marketing operations at a

total of ~~123~~128 Bass Pro Shops and Cabela’s Stores. In ~~January~~December 2021, Bluegreen paid Bass Pro ~~$6.9~~$8.3 million ~~for~~in payment of the 2022 fixed fee, of which ~~$1.9~~$6.3 million was unamortized as of March 31, 2022 and is included in prepaid expenses in the Company’s unaudited consolidated balance ~~sheet as of September 30, 2021.~~sheet.

Off-balance-sheet Arrangements

As of ~~September 30, 2021,~~March 31, 2022, the Company did not have any “off-balance sheet” arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to market risks in the ordinary course of its business. These risks primarily include interest rate risk and risks relating to inflation and changing prices. In addition, instability or volatility in the financial markets which restricts the availability of credit, including in connection with the COVID-19 pandemic, may adversely impact the ability to borrow against or sell Bluegreen’s VOI-backed notes receivable, which has historically been a critical factor in Bluegreen’s liquidity, as well as adversely impact its business, operating results, liquidity or financial condition. The Company’s exposure to market risk has not materially changed from what was previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation of the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of ~~September 30, 2021.~~March 31, 2022. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September 30, 2021,~~March 31, 2022, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act has been recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and has been accumulated and communicated to its management, including ~~its~~the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the three months ended ~~September 30, 2021,~~March 31, 2022, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

‎

6148

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There have been no material changes in the Company’s material legal proceedings from those disclosed in the “Legal Proceedings” section of its Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, other than those described in Note 9 to the unaudited consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q, which are incorporated into this Item by reference.

Item 1A. Risk ~~Factors.~~Factors.

There have been no material changes to the risk factors faced by the Company from those disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Item 2. Unregistered sales of Equity Securities and Use of Proceeds

Information regarding the Company’s purchase of its Class A and Class B Common Stock ~~under its August 2021 repurchase program~~during the quarter ended March 31, 2022 is set forth in the table below:

Period
Total Number of Shares Purchased
Average Price Per Share
Total Number of Shares (or Dollar Value) Purchased as a Part of Publicly Announced Programs
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program ⁽¹⁾
July 1 - July 31, 2021
-
$
-
-
$
40,000,000
August 1 - August 31, 2021
809,984
$
20.17
809,984 shares (or $16,335,457)
$
23,664,543
September 1 - September 30, 2021
197,321
$
23.00
197,321 shares (or $4,537,658)
$
19,126,885
Total
1,007,305
$
20.72
1,007,305 shares (or $20,873,115)
$
19,126,885


Period	Total Number of Shares Purchased	Average Price Per Share		Total Number of Shares Purchased as a Part of Publicly Announced Programs	Maximum Number of Shares That May Yet Be Purchased Under the Program⁽¹⁾
January 1 - January 31, 2022	-		-	-	12,737,633
February 1 - February 28, 2022	-		-	-	12,737,633
March 1 - March 31, 2022	151,232	$	31.07	151,232 shares (or $4,698,190)	58,039,443
Total	151,232	$	31.07	151,232 shares (or $4,698,190)	58,039,443

(1)In August 2021, the ~~company’s~~Company’s board of ~~Directors~~directors approved a share repurchase program which authorizes 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 program.

‎

6249

Item 6. Exhibits.

EXHIBIT INDEX


Exhibit ‎Number		Description
10.1		~~Liberty~~Indenture, dated as of April 28, 2022, among BXG Receivables Note Trust 2022-A, as Issuer, Bluegreen Vacations Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee, Concord Servicing LLC, as Backup Servicer, and U.S. Bank ~~Facility amended and restated loan agreement~~Trust Company, National Association, as Indenture Trustee, U.S. Bank National association, as Custodian (incorporated by reference to Exhibit 10.1 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q for the quarter ended June 30, 2021,~~8-K filed with the SEC on ~~August 4, 2021)~~May 2, 2022)
~~31.1~~10.2		Sale Agreement, dated as of April 28, 2022, by and between BRFC 2022-A LLC, as Depositor, and BXG Receivables Note Trust 2022-A, as Issuer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022)
10.3		Transfer Agreement, dated as of April 28, 2022, by and among Bluegreen Vacations Corporation, BXG Timeshare Trust I, as Seller, and BRFC 2022-A LLC, as Depositor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022)
10.4		Purchase and Contribution Agreement, dated as of April 28, 2022, by and between Bluegreen Vacations Corporation, as Seller, and BRFC 2022-A LLC, as Depositor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022)
10.5		BXG Receivables Note Trust 2022-A, Standard Definitions (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels LinkBase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

† Exhibit is furnished, not filed, with this report.
‎

6350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BLUEGREEN VACATIONS HOLDING CORPORATION

~~November 3, 2021~~May 5, 2022	By:/s/ Alan B. Levan
	Alan B. Levan ~~Chairman of the Board,~~
	Chairman of the Board, Chief Executive Officer and President


~~November 3, 2021~~May 5, 2022	By: /s/ Raymond S. Lopez
	Raymond S. Lopez
	Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

6451


	Sales of ‎VOIs and ‎financing		Resort ‎operations ‎and club ‎management		Corporate ‎and other		Elimination		Total
Revenue:
Sales of VOIs	$	107,383	$	—	$	—	$	—	$	107,383
Fee-based sales commission revenue		35,585		—		—		—		35,585
Other fee-based services revenue		3,730		28,190		—		—		31,920
Cost reimbursements		—		18,699		—		—		18,699
Mortgage servicing revenue		1,232		—		—		(1,232)		—
Interest income		20,854		—		77		—		20,931
Total revenue		168,784		46,889		77		(1,232)		214,518

Costs and expenses:
Cost of VOIs sold		7,482		—		—		—		7,482
Net carrying cost of VOI inventory		4,036		—		—		(4,036)		—
Cost of other fee-based services		989		6,743		—		4,036		11,768
Cost reimbursements		—		18,699		—		—		18,699
Selling, general and administrative expenses		108,021		—		24,399		76		132,496
Mortgage servicing expense		1,308		—		—		(1,308)		—
Interest expense		3,849		—		4,811		—		8,660
Other expense, net		—		—		121				121
Total costs and expenses		125,685		25,442		29,331		(1,232)		179,226
Income (loss) before non-controlling interest
and provision for income taxes	$	43,099	$	21,447	$	(29,254)	$	—	$	35,292

Add: Depreciation and amortization		1,515		191
Add: Severance		2,403		—
Segment Adjusted EBITDA ⁽¹⁾	$	47,017	$	21,638


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
(in thousands)
Adjusted EBITDA - sales of VOIs and financing	$	47,017	$	26,261	$	106,477	$	23,319
Adjusted EBITDA - resort operations
and club management		21,638		16,474		58,897		50,512
Total Segment Adjusted EBITDA		68,655		42,735		165,374		73,831
Less: Bluegreen's Corporate and other		(21,152)		(17,616)		(59,956)		(40,137)
Less: BVH Corporate and other		(583)		(41,556)		(1,936)		(58,665)
Adjusted EBITDA		46,920		(16,437)		103,482		(24,971)
Less: Adjusted EBITDA attributable to non-controlling interest		(4,221)		(4,241)		(12,250)		(6,228)
Total Adjusted EBITDA attributable ‎to shareholders	$	42,699	$	(20,678)	$	91,232	$	(31,199)