Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-09071 | |
Entity Registrant Name | BLUEGREEN VACATIONS HOLDING CORPORATION | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 59-2022148 | |
Entity Address, Address Line One | 4960 Conference Way North | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | 561 | |
Local Phone Number | 912-8000 | |
Title of 12(b) Security | Class A Common Stock, $.01 par value | |
Trading Symbol | BVH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000315858 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 16,110,212 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 3,664,117 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 162,667 | $ 140,225 |
Restricted cash ($18,532 and $15,956 in VIEs at September 30, 2022 and December 31, 2021, respectively) | 41,528 | 42,854 |
Notes receivable | 718,291 | 609,429 |
Less: Allowance for loan losses | (195,881) | (163,107) |
Notes receivable, net ($283,806 and $248,873 in VIEs at September 30, 2022 and December 31, 2021, respectively) | 522,410 | 446,322 |
Vacation ownership interest ("VOI") inventory | 327,119 | 334,605 |
Property and equipment, net | 84,305 | 87,852 |
Intangible assets, net | 61,293 | 61,348 |
Operating lease assets | 29,531 | 33,467 |
Prepaid expenses | 16,659 | 25,855 |
Other assets | 32,893 | 37,984 |
Total assets | 1,278,405 | 1,210,512 |
Liabilities | ||
Accounts payable | 17,337 | 14,614 |
Deferred income | 15,566 | 13,690 |
Accrued liabilities and other | 115,768 | 100,131 |
Receivable-backed notes payable - recourse | 21,600 | 22,500 |
Receivable-backed notes payable - non-recourse (in VIEs) | 348,512 | 340,154 |
Note payable to BBX Capital, Inc. | 50,000 | 50,000 |
Note payable and other borrowings | 116,303 | 97,125 |
Junior subordinated debentures | 135,732 | 134,940 |
Operating lease liabilities | 34,390 | 37,870 |
Deferred income taxes | 108,804 | 95,688 |
Total liabilities | 964,012 | 906,712 |
Commitments and contingencies - See Note 9 | ||
Equity | ||
Preferred stock of $0.01 par value; authorized 10,000,000 shares | ||
Additional paid-in capital | 121,889 | 173,909 |
Accumulated earnings | 119,994 | 69,316 |
Total Bluegreen Vacations Holding Corporation equity | 242,072 | 243,433 |
Non-controlling interest | 72,321 | 60,367 |
Total equity | 314,393 | 303,800 |
Total liabilities and equity | 1,278,405 | 1,210,512 |
Class A Common Stock [Member] | ||
Equity | ||
Common stock | 152 | 171 |
Class B Common Stock [Member] | ||
Equity | ||
Common stock | $ 37 | $ 37 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Restricted cash | $ 41,528 | $ 42,854 |
Notes receivable, net | $ 522,410 | $ 446,322 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Restricted cash | $ 18,532 | $ 15,956 |
Notes receivable, net | $ 283,806 | $ 248,873 |
Class A Common Stock [Member] | ||
Common Stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 15,206,707 | 17,118,392 |
Common stock, shares outstanding | 15,206,707 | 17,118,392 |
Class B Common Stock [Member] | ||
Common Stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 4,000,000 | 4,000,000 |
Common stock, shares issued | 3,664,117 | 3,664,412 |
Common stock, shares outstanding | 3,664,117 | 3,664,412 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenue: | |||||
Total revenues | $ 224,737 | $ 193,587 | $ 609,183 | $ 494,165 | |
Interest income | [1] | 25,803 | 20,931 | 71,506 | 59,787 |
Other income, net | 296 | 774 | 157 | ||
Total revenues | 250,836 | 214,518 | 681,463 | 554,109 | |
Costs and expenses: | |||||
Interest expense | 10,822 | 8,660 | 28,935 | 27,271 | |
Selling, general and administrative expenses | 152,881 | 132,496 | 421,339 | 338,246 | |
Other expense, net | 121 | ||||
Total costs and expenses | 214,604 | 179,226 | 591,825 | 480,551 | |
Income before income taxes | 36,232 | 35,292 | 89,638 | 73,558 | |
Provision for income taxes | (8,586) | (7,975) | (20,948) | (16,858) | |
Net income | 27,646 | 27,317 | 68,690 | 56,700 | |
Less: Income attributable to noncontrolling interests | 4,682 | 4,190 | 11,954 | 11,098 | |
Net income attributable to shareholders | 22,964 | 23,127 | 56,736 | 45,602 | |
Other comprehensive income (loss), net of tax: | |||||
Comprehensive income attributable to shareholders | $ 22,964 | $ 23,127 | $ 56,736 | $ 45,602 | |
Basic earnings per shares | [2] | $ 1.20 | $ 1.07 | $ 2.83 | $ 2.21 |
Diluted earnings per share | [2] | $ 1.19 | $ 1.06 | $ 2.81 | $ 2.21 |
Weighted average number of common shares outstanding: | |||||
Basic weighted average number of common shares outstanding | 19,101 | 21,709 | 20,029 | 20,660 | |
Diluted weighted average number of common and common equivalent shares outstanding | 19,232 | 21,727 | 20,191 | 20,660 | |
Sales of VOIs [Member] | |||||
Revenue: | |||||
Gross sales | $ 185,902 | $ 128,090 | $ 472,295 | $ 306,640 | |
Provision for loan losses | (30,684) | (20,707) | (73,789) | (51,514) | |
Total revenues | [3] | 155,218 | 107,383 | 398,506 | 255,126 |
Cost Of VOIs [Member] | |||||
Costs and expenses: | |||||
Total costs and expenses | 14,805 | 7,482 | 44,868 | 19,675 | |
Fee-Based Sales Commission Revenue [Member] | |||||
Revenue: | |||||
Total revenues | [3] | 14,241 | 35,585 | 57,174 | 96,921 |
Other Fee-Based Services Revenue [Member] | |||||
Revenue: | |||||
Total revenues | 34,559 | 31,920 | 98,553 | 91,259 | |
Costs and expenses: | |||||
Total costs and expenses | 15,377 | 11,768 | 41,732 | 44,500 | |
Cost Reimbursements [Member] | |||||
Revenue: | |||||
Total revenues | [4] | 20,719 | 18,699 | 54,950 | 50,859 |
Costs and expenses: | |||||
Total costs and expenses | $ 20,719 | $ 18,699 | $ 54,951 | $ 50,859 | |
Class A and B Common Shares [Member] | |||||
Other comprehensive income (loss), net of tax: | |||||
Cash dividends declared per Class A and B common shares | $ 0.15 | $ 0.30 | |||
[1] Interest income of $ 25.5 million and $ 20.9 million for the three months ended September 30, 2022 and 2021, respectively, and $ 71.0 million and $ 59.5 million for the nine months ended September 30, 2022 and 2021, respectively, are included in the Company’s sales of VOIs and financing segment described in Note 14. Basic and Diluted EPS are calculated the same for both Class A and B common shares. Included in the Company’s sales of VOIs and financing segment described in Note 14. Included in the Company’s resort operations and club management segment described in Note 14. |
Consolidated Statements Of Equi
Consolidated Statements Of Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Earnings [Member] | Total Shareholders' Equity [Member] | Non-Controlling Interests [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 156 | $ 37 | $ 177,104 | $ 10,586 | $ 187,883 | $ 74,847 | $ 262,730 |
Beginning balance, shares at Dec. 31, 2020 | 15,624 | 3,694 | |||||
Net income | 2,974 | 2,974 | 2,530 | 5,504 | |||
Ending balance at Mar. 31, 2021 | $ 156 | $ 37 | 177,104 | 13,560 | 190,857 | 77,377 | 268,234 |
Ending balance, shares at Mar. 31, 2021 | 15,624 | 3,694 | |||||
Beginning balance at Dec. 31, 2020 | $ 156 | $ 37 | 177,104 | 10,586 | 187,883 | 74,847 | 262,730 |
Beginning balance, shares at Dec. 31, 2020 | 15,624 | 3,694 | |||||
Net income | 56,700 | ||||||
Ending balance at Sep. 30, 2021 | $ 173 | $ 37 | 179,892 | 56,188 | 236,290 | 62,263 | 298,553 |
Ending balance, shares at Sep. 30, 2021 | 17,312 | 3,665 | |||||
Beginning balance at Mar. 31, 2021 | $ 156 | $ 37 | 177,104 | 13,560 | 190,857 | 77,377 | 268,234 |
Beginning balance, shares at Mar. 31, 2021 | 15,624 | 3,694 | |||||
Conversion of Common Stock from Class B to Class A, shares | 3 | (3) | |||||
Share-based compensation | 152 | 152 | 152 | ||||
Net income | 19,501 | 19,501 | 4,378 | 23,879 | |||
Ending balance at Jun. 30, 2021 | $ 183 | $ 37 | 200,298 | 33,061 | 233,579 | 58,073 | 291,652 |
Ending balance, shares at Jun. 30, 2021 | 18,293 | 3,691 | |||||
Purchase and retirement of common stock, value | $ (10) | (20,862) | (20,872) | (20,872) | |||
Purchase and retirement of common stock, shares | (988) | (19) | |||||
Bluegreen Vacation Corporation short form merger | $ 27 | 23,042 | 23,069 | (23,682) | (613) | ||
Bluegreen Vacations Corporation short-form merger, shares | 2,666 | ||||||
Conversion of Common Stock from Class B to Class A, shares | 7 | (7) | |||||
Share-based compensation | 456 | 456 | 456 | ||||
Net income | 23,127 | 23,127 | 4,190 | 27,317 | |||
Ending balance at Sep. 30, 2021 | $ 173 | $ 37 | 179,892 | 56,188 | 236,290 | 62,263 | 298,553 |
Ending balance, shares at Sep. 30, 2021 | 17,312 | 3,665 | |||||
Beginning balance at Dec. 31, 2021 | $ 171 | $ 37 | 173,909 | 69,316 | 243,433 | 60,367 | 303,800 |
Beginning balance, shares at Dec. 31, 2021 | 17,118 | 3,665 | |||||
Purchase and retirement of common stock, value | $ (2) | (4,700) | (4,702) | (4,702) | |||
Purchase and retirement of common stock, shares | (152) | ||||||
Conversion of Common Stock from Class B to Class A, shares | 1 | (1) | |||||
Share-based compensation | 745 | 745 | 745 | ||||
Net income | 15,988 | 15,988 | 3,220 | 19,208 | |||
Ending balance at Mar. 31, 2022 | $ 169 | $ 37 | 169,954 | 85,304 | 255,464 | 63,587 | 319,051 |
Ending balance, shares at Mar. 31, 2022 | 16,967 | 3,664 | |||||
Beginning balance at Dec. 31, 2021 | $ 171 | $ 37 | 173,909 | 69,316 | 243,433 | 60,367 | 303,800 |
Beginning balance, shares at Dec. 31, 2021 | 17,118 | 3,665 | |||||
Net income | 68,690 | ||||||
Ending balance at Sep. 30, 2022 | $ 152 | $ 37 | 121,889 | 119,994 | 242,072 | 72,321 | 314,393 |
Ending balance, shares at Sep. 30, 2022 | 15,207 | 3,664 | |||||
Beginning balance at Mar. 31, 2022 | $ 169 | $ 37 | 169,954 | 85,304 | 255,464 | 63,587 | 319,051 |
Beginning balance, shares at Mar. 31, 2022 | 16,967 | 3,664 | |||||
Common stock cash dividends declared | (3,128) | (3,128) | (3,128) | ||||
Purchase and retirement of common stock, value | $ (9) | (26,113) | (26,122) | (26,122) | |||
Purchase and retirement of common stock, shares | (917) | ||||||
Share-based compensation | 817 | 817 | 817 | ||||
Net income | 17,784 | 17,784 | 4,052 | 21,836 | |||
Ending balance at Jun. 30, 2022 | $ 160 | $ 37 | 144,658 | 99,960 | 244,815 | 67,639 | 312,454 |
Ending balance, shares at Jun. 30, 2022 | 16,050 | 3,664 | |||||
Common stock cash dividends declared | (2,930) | (2,930) | (2,930) | ||||
Purchase and retirement of common stock, value | $ (8) | (23,605) | (23,613) | (23,613) | |||
Purchase and retirement of common stock, shares | (843) | ||||||
Share-based compensation | 836 | 836 | 836 | ||||
Net income | 22,964 | 22,964 | 4,682 | 27,646 | |||
Ending balance at Sep. 30, 2022 | $ 152 | $ 37 | $ 121,889 | $ 119,994 | $ 242,072 | $ 72,321 | $ 314,393 |
Ending balance, shares at Sep. 30, 2022 | 15,207 | 3,664 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net income | $ 68,690 | $ 56,700 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for loan losses | 73,789 | 51,514 |
Depreciation and amortization | 15,576 | 15,091 |
Share-based compensation expense | 2,398 | 608 |
Net losses on disposal of property and equipment | 22 | 43 |
Increase (Decrease) in deferred income tax liability | 13,116 | (1,802) |
Changes in operating assets and liabilities: | ||
Notes receivable | (149,877) | (78,902) |
VOI Inventory | 8,987 | 5,560 |
Prepaid expense and other assets | 15,341 | (7,852) |
Accounts payable, accrued liabilities and other, and deferred income | 20,692 | 45,112 |
Net cash provided by operating activities | 68,734 | 86,072 |
Investing activities: | ||
Purchases of property and equipment | (9,459) | (11,478) |
Net cash used in investing activities | (9,459) | (11,478) |
Financing activities: | ||
Repayments of notes payable and other borrowings | (231,668) | (135,964) |
Proceeds from notes payable and other borrowings | 259,806 | 91,622 |
Redemption of junior subordinated debentures | (4,186) | |
Payments for debt issuance costs | (5,802) | (447) |
Payments of merger transaction costs | (613) | |
Purchase and retirement of common stock | (54,437) | (20,872) |
Dividends paid on common stock | (6,058) | |
Net cash used in financing activities | (38,159) | (70,460) |
Net increase in cash and cash equivalents and restricted cash | 21,116 | 4,134 |
Cash, cash equivalents and restricted cash at beginning of period | 183,079 | 257,104 |
Cash, cash equivalents and restricted cash at end of period | 204,195 | 261,238 |
Supplemental cash flow information: | ||
Interest paid on borrowings, net of amounts capitalized | 24,579 | 23,481 |
Income taxes paid | 5,425 | 14,175 |
Supplemental schedule of non-cash investing activities: | ||
Transfer of property and equipment to inventory | 1,501 | |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 162,667 | 216,567 |
Restricted cash | 41,528 | 44,671 |
Total cash, cash equivalents, and restricted cash | $ 204,195 | $ 261,238 |
Organization And Basis Of Finan
Organization And Basis Of Financial Statement Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization And Basis Of Financial Statement Presentation [Abstract] | |
Organization And Basis Of Financial Statement Presentation | 1. Organization and Basis of Financial Statement Presentation Bluegreen Vacations Holding Corporation 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” . Unless stated to the contrary or the context otherwise requires, Bluegreen Vacations Holding Corporation with its subsidiaries, including Bluegreen, is referred to herein as the “Company”, “we”, “us” or “our”. 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, 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. The accompanying 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, 2021, included in 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 4, 2022 (the “2021 Annual Report on Form 10-K”). Our Business Prior to May 5, 2021, BVH beneficially owned approximately 93 % of Bluegreen’s outstanding common stock. On May 5, 2021, BVH acquired all of the approximately 7 % of outstanding shares of Bluegreen’s common stock not previously beneficially 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 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). 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 Bluegreen’s common stock is no longer publicly traded. Bluegreen is a leading vacation ownership company that markets and sells vacation ownership interests (“VOIs”) and manages resorts in popular leisure and urban destinations. Bluegreen’s resorts are primarily located in high-volume, “drive-to” vacation locations, including Orlando, Las Vegas, the Smoky Mountains, Myrtle Beach, Charleston, the Branson, Missouri area, and New Orleans, among others. The resorts in which Bluegreen markets, sells, and manages VOIs were either developed or acquired by Bluegreen, or were developed and are owned by third parties. Bluegreen earns fees for providing sales and marketing services to third party developers. Bluegreen also earns fees for providing management services to the Bluegreen Vacation Club (the “Vacation Club”) and homeowners’ associations (“HOAs”), mortgage servicing, VOI title services, reservation services, and construction design and development services. In addition, Bluegreen provides financing to qualified VOI purchasers, which generates significant interest income. Principles of Consolidation and Basis of Presentation The Company’s unaudited consolidated financial statements include the accounts of its wholly owned subsidiaries, 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 (“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. 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 are based on 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 may continue to be affected by adverse trends affecting general economic conditions, including rising interest rates and inflation. The severity, magnitude and duration, as well as the economic consequences of these factors are uncertain, subject to change and difficult to predict. As a result, accounting estimates and assumptions may change over time. Such changes could result in, among other adjustments, incremental credit losses on VOI notes receivable, a decrease in 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; 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. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Recently Issued Accounting Pronouncements | 2. Recently Issued Accounting Pronouncements Accounting Standards Not Yet Adopted 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, 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 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 notes receivable from its borrowers are not indexed to LIBOR, as of September 30, 2022, the Company had $ 170.9 million of LIBOR indexed junior subordinated debentures and $ 24.7 million of LIBOR indexed receivable-backed notes 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. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contracts With Customers [Abstract] | |
Revenue From Contracts With Customers | 3 . Revenue 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 September 30, September 30, 2022 2021 2022 2021 Sales of VOIs (1) $ 155,218 $ 107,383 $ 398,506 $ 255,126 Fee-based sales commission revenue (1) 14,241 35,585 57,174 96,921 Resort and club management revenue (2) 28,073 25,879 81,098 76,250 Cost reimbursements (2) 20,719 18,699 54,950 50,859 Title fees and other (1) 3,699 3,730 10,216 8,867 Other revenue (2) 2,787 2,311 7,239 6,142 Revenue from customers 224,737 193,587 609,183 494,165 Interest income (3) 25,803 20,931 71,506 59,787 Other income, net 296 — 774 157 Total revenue $ 250,836 $ 214,518 $ 681,463 $ 554,109 (1) Included in the Company’s sales of VOIs and financing segment described in Note 14. (2) Included in the Company’s resort operations and club management segment described in Note 14. (3) Interest income of $ 25.5 million and $ 20.9 million for the three months ended September 30, 2022 and 2021, respectively, and $ 71.0 million and $ 59.5 million for the nine months ended September 30, 2022 and 2021, respectively, are included in the Company’s sales of VOIs and financing segment described in Note 14. As of September 30, 2022 and December 31, 2021, the Company had commission receivables, net of an allowance, of $ 7.7 million and $ 17.4 million, respectively, related to sales of VOIs owned by third-parties, 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 contractual right to consideration for completed performance obligations, and 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 or nearby hotels. Both points incentives and owner programs are recognized upon redemption, and deferred revenue for vacation packages is recognized net of sales and marketing expenses upon customer stays. Contract liabilities are included in deferred income in the Company’s unaudited consolidated balance sheets. The following table sets forth the Company’s contract liabilities as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Point incentives $ 4,085 $ 2,676 Owner programs 2,262 2,159 Deferred revenue vacation packages 1,115 1,274 $ 7,462 $ 6,109 |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Notes Receivable [Abstract] | |
Notes Receivable | 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 September 30, December 31, 2022 2021 Notes receivable secured by VOIs: VOI notes receivable - non-securitized $ 332,029 $ 275,163 VOI notes receivable - securitized 386,262 334,266 Gross VOI notes receivable 718,291 609,429 Allowance for loan losses - non-securitized ( 93,425 ) ( 77,714 ) Allowance for loan losses - securitized ( 102,456 ) ( 85,393 ) Allowance for loan losses ( 195,881 ) ( 163,107 ) VOI notes receivable, net $ 522,410 $ 446,322 Allowance as a % of Gross VOI notes receivable 27 % 27 % The weighted-average interest rate charged on the Company’s notes receivable secured by VOIs was 15.4 % and 15.3 % at S eptember 30, 2022 and December 31, 2021, respectively . All of the Company’s VOI notes receivable bear interest at fixed rates. The Company’s VOI notes receivable are primarily secured by VOI inventory located in Florida, Missouri, South Carolina, Tennessee, Nevada and Wisconsin. Allowance for Loan Losses The activity in the Company’s allowance for loan losses was as follows (in thousands): For the Nine Months Ended September 30, 2022 2021 Balance, beginning of period $ 163,107 $ 142,044 Provision for loan losses 73,789 51,514 Less: Write-offs of uncollectible receivables ( 41,015 ) ( 41,018 ) Balance, end of period $ 195,881 $ 152,540 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 uncollectibility based on pools of receivables as it does not believe that there are significant concentrations of credit risk with any borrower or groups of borrowers. In estimating loan losses, the Company does not use a single primary indicator of credit quality but instead 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 receivable net of the allowance. Adverse changes in economic conditions, including rising interest rates and inflationary trends, have had and may continue to have, an adverse impact on the collectability of our VOI notes receivable and we are continuing to evaluate the impact they may have on our default and/or delinquency rates. Our estimates may not prove to be correct and our allowance for loan losses may not prove to be adequate . Additional information about the Company’s VOI notes receivable by year of origination was as follows as of September 30, 2022 (in thousands): Year of Origination 2022 2021 2020 2019 2018 2017 and Prior Total 701+ $ 152,916 96,758 37,621 47,430 30,733 48,378 $ 413,836 601-700 88,310 69,698 27,276 27,733 20,092 40,346 273,455 <601 (1) 7,186 4,774 1,438 2,162 2,417 5,146 23,123 Other (2) 80 1,369 974 1,257 1,559 2,638 7,877 Total by FICO score $ 248,492 $ 172,599 $ 67,309 $ 78,581 $ 54,801 $ 96,509 $ 718,291 (1) Includes VOI notes receivable attributable to borrowers without a FICO score (who are primarily foreign borrowers). (2) Includes $ 7.9 million related to VOI notes receivable that, as of September 30, 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. 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, 2022 2021 FICO Score 700+ 58 % 58 % 601-699 39 39 <600 2 2 No Score (1) 1 1 Total 100 % 100 % (1) 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, 2022 and December 31, 2021, $ 16.1 million and $ 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, VOI notes receivable are generally written off against the allowance for loan loss. Accrued interest was $ 5.3 million and $ 4.4 million as of September 30, 2022 and December 31, 2021, respectively, and is included within other assets in the Company’s unaudited consolidated balance sheets herein. The following table shows the delinquency status of the Company’s VOI notes receivable as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, December 31, 2022 2021 Current $ 686,790 $ 581,719 31-60 days 8,772 6,290 61-90 days 6,643 5,084 Over 91 days (1) 16,086 16,336 Total $ 718,291 $ 609,429 (1) Includes $ 7.9 million and $ 7.0 million related to VOI notes receivable that, as of September 30, 2022 and December 31, 2021, respectively, 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. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 5 . Variable Interest Entities The Company sells VOI notes receivable through special purpose finance entities. These transactions are generally structured as non-recourse to Bluegreen 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 and are generally collateralized by a single tranche of transferred assets, which consist of VOI notes receivable. In these securitizations, the Company generally retains a portion of the securities and continues to service 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. 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, 2022 and December 31, 2021, the Company was in compliance with all terms under its securitization transactions, and no trigger events had occurred. In accordance with applicable accounting guidance for the consolidation of VIEs, the Company analyzes its variable interests, which may consist of loans, servicing rights, guarantees, and equity investments, to determine if an entity in which 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 into its financial statements. Under the terms of certain VOI notes receivable sales, 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 months ended September 30, 2022 and 2021 were $ 7.0 million and $ 11.8 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 were as follows (in thousands): As of September 30, December 31, 2022 2021 Restricted cash $ 18,532 $ 15,956 Securitized notes receivable, net 283,806 248,873 Receivable backed notes payable - non-recourse 348,512 340,154 The restricted cash and the securitized notes receivable balances disclosed in the table above are restricted to satisfy obligations of the VIEs. |
VOI Inventory
VOI Inventory | 9 Months Ended |
Sep. 30, 2022 | |
VOI Inventory [Abstract] | |
VOI Inventory | 6. VOI Inventory The Company’s VOI inventory consisted of the following (in thousands): As of September 30, December 31, 2022 2021 Completed VOI units $ 254,759 $ 255,223 Construction-in-progress 8,536 10,313 Real estate held for future development 63,824 69,069 Total $ 327,119 $ 334,605 Construction-in-progress consists primarily of additional VOI units being developed at The Cliffs at Long Creek in Ridgedale, Missouri. In July 2022, the Company purchased 46 one-bedroom units at a resort in Vail, Colorado for $ 18.6 million. The transaction was accounted for as an asset acquisition with the purchase price allocated to VOI inventory in the Company’s unaudited consolidated balance sheet as of September 30,2022. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt [Abstract] | |
Debt | 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, 2022 and December 31, 2021, were as follows (dollars in thousands): As of September 30, 2022 December 31, 2021 Balance Interest Rate Carrying Amount of Pledged Assets Balance Interest Rate Carrying Amount of Pledged Assets Fifth Third Syndicated LOC $ 20,000 4.86 % $ 29,875 $ 10,000 2.25 % $ 21,243 Fifth Third Syndicated Term Loan 97,500 5.40 % 145,640 88,125 2.25 % 187,207 Unamortized debt issuance costs ( 1,197 ) ( 1,000 ) Total $ 116,303 $ 175,515 $ 97,125 $ 208,450 Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan . 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 LOC”). 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. 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. See Note 15, Subsequent Events, for information regarding the acquisition loan which we received during October 2022. Receivable-Backed Notes Payable Financial data related to our receivable-backed notes payable facilities as of September 30, 2022 and December 31, 2021 were as follows (dollars in thousands): As of September 30, 2022 December 31, 2021 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 $ 5,000 5.00 % $ 8,190 $ 5,000 3.00 % $ 7,198 NBA Receivables Facility 10,000 5.37 % 18,767 10,000 3.00 % 15,396 Pacific Western Facility 6,600 5.62 % 11,216 7,500 3.00 % 11,265 Total 21,600 38,173 22,500 33,859 Receivable-backed notes payable - non-recourse: Liberty Bank Facility (1) $ 6,161 5.00 % $ 10,092 $ 17,965 3.00 % $ 25,864 NBA Receivables Facility (2) 8,053 5.37 % 15,113 18,910 3.00 % 29,114 Pacific Western Facility (3) — — — 16,906 — 25,394 Syndicated Warehouse Facility — — — 42,994 — 53,623 Quorum Purchase Facility 15,022 4.95 - 5.10 % 17,488 19,425 4.95 - 5.10 % 22,690 2013 Term Securitization — — — 6,023 3.20 % 6,965 2015 Term Securitization 9,350 3.02 % 10,337 14,163 3.02 % 15,009 2016 Term Securitization 17,956 3.35 % 19,898 24,727 3.35 % 27,166 2017 Term Securitization 28,873 3.12 % 32,872 37,430 3.12 % 42,452 2018 Term Securitization 42,792 4.02 % 49,031 53,919 4.02 % 61,269 2020 Term Securitization 73,794 2.60 % 84,631 91,922 2.60 % 105,023 2022 Term Securitization 152,045 4.60 % 171,958 — — — Unamortized debt issuance costs ( 5,534 ) ( 4,230 ) Total 348,512 411,420 340,154 414,569 Total receivable-backed debt $ 370,112 $ 449,593 $ 362,654 $ 448,428 (1) Recourse on the Liberty Bank Facility is generally limited to $ 5.0 million, subject to certain exceptions. (2) Recourse on the NBA Receivables Facility is generally limited to $ 10.0 million, subject to certain exceptions. (3) Recourse on the Pacific Western Facility is generally limited to $ 7.5 million, subject to certain exceptions. Syndicated Warehouse Facility . Bluegreen has an $ 80.0 million VOI notes receivable purchase facility ( the “Syndicated Warehouse Facility”). In September 2022, Bluegreen amended and restated the facility to increase the maximum outstanding financings from $ 80.0 million to up to $ 250.0 million and extended the advance period from December 2022 to September 2025. The amended and restated facility provides for an advance rate of up to 88 % (an increase from 80 % prior to the amendment and the restatement) with respect to VOI receivables securing amounts financed. Borrowings under the facility bear interest until the expiration of the revolving advance period at a rate equal to the one-month Term SOFR rate plus 1.75 % (a decrease from one-month LIBOR or commercial paper rate plus 2.25 % prior to the amendment and restatement) and thereafter at a rate equal to the one-month Term SOFR rate plus 2.75 % (a decrease from one-month LIBOR or commercial paper rate plus 3.25 % prior to the amendment and restatement). While ownership of the VOI notes receivable included in the facility is transferred and sold for legal purposes, the transfer of these VOI notes receivable is accounted for as a secured borrowing for financial reporting purposes. The facility is nonrecourse. 2022 Term Securitization. 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 . Approximately $ 194.7 million of VOI receivables were sold to BXG Receivables Note Trust 2022-A (the “Trust”) in the transaction. The gross proceeds of such sales to the Trust were $ 171.9 million. A portion of the proceeds received were used to: repay $ 53.2 million under the Syndicated Warehouse Facility, representing all amounts outstanding under the facility at that time; repay $ 11.0 million under the Liberty Bank Facility; repay $ 16.1 million under the Pacific Western Bank Facility; capitalize a reserve fund; and pay fees and expenses associated with the transaction. Prior to the closing of the 2022 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 were 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 the transaction. In connection with the 2022 Term Securitization, we repaid in full the 2013 Term Securitization notes payable during April 2022. Except as described above, there were no new debt issuances or significant changes related to the above listed facilities during the nine months ended September 30, 2022. See Note 10 to the Company’s Consolidated Financial Statements included in its 2021 Annual Report on Form 10-K for additional information regarding the receivable-backed notes payable facilities listed above. Junior Subordinated Debentures Financial data relating to the Company’s junior subordinated debentures as of September 30, 2022 and December 31, 2021 was as follows (dollars in thousands): September 30, 2022 December 31, 2021 Effective Effective Carrying Interest Carrying Interest Maturity Amounts Rates (1) Amounts Rates (1) Years (2) Woodbridge - Levitt Capital Trusts I - IV $ 66,302 6.05 - 6.58 % $ 66,302 3.93 - 4.07 % 2035 - 2036 Bluegreen Statutory Trusts I - VI 104,595 7.10 - 7.63 % 104,595 4.93 - 5.12 % 2035 - 2037 Unamortized debt issuance costs ( 932 ) ( 985 ) Unamortized purchase discount ( 34,233 ) ( 34,972 ) Total junior subordinated debentures $ 135,732 $ 134,940 (1) The junior subordinated debentures bear interest at three-month LIBOR (subject to quarterly adjustment) plus a spread ranging from 3.8 % to 4.9 % (2) As of September 30, 2022 and December 31, 2021, all of the junior subordinated debentures were eligible for redemption by the Company. Availability As of September 30, 2022, the Company was in compliance with all financial debt covenants under its debt instruments. As of September 30, 2022, the Company had availability of approximately $ 589.2 million under its receivable-backed purchase and credit facilities, inventory lines of credit and corporate credit 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 the spin-off, 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, BVH has the option in 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. As of September 30, 2022, $ 50.0 million was outstanding. All outstanding amounts under the note will become due and payable in September 2025 or earlier upon certain events. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Instruments | 8. Fair Value of Financial Instruments ASC 820 Fair Value 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 The carrying amounts of financial instruments included in the unaudited consolidated financial statements and their estimated fair values were as follows (in thousands): As of September 30, 2022 As of December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Cash and cash equivalents $ 162,667 $ 162,667 $ 140,225 $ 140,225 Restricted cash 41,528 41,528 42,854 42,854 Notes receivable, net 522,410 674,892 446,322 607,881 Note payable to BBX Capital, Inc. 50,000 45,535 50,000 50,340 Lines-of-credit, notes payable, and receivable-backed notes payable 486,415 479,000 459,779 463,300 Junior subordinated debentures 135,732 96,000 134,940 133,500 Cash and cash equivalents. The amounts reported in the unaudited consolidated balance sheets for cash and cash equivalents approximate fair value 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. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 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. 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 to known contingencies in excess of the aggregate amounts accrued 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 or which were pending during the nine months ended September 30, 2022: 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 its wholly owned subsidiary Bluegreen Vacations Unlimited, Inc. (“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 sought certification of a class consisting of all persons who, in Wisconsin, purchased from Bluegreen one or more VOIs within six years prior to the filing of this lawsuit. Plaintiffs sought statutory damages, attorneys’ fees and injunctive relief. Bluegreen moved to dismiss the case, and on November 27, 2019, the Court issued a ruling granting the motion in part. Plaintiffs moved for class certification, and on November 5, 2021, the Court entered an order denying Plaintiff’s Motion. During June 2022, the parties settled the litigation and the lawsuit has been dismissed with prejudice. 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 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, 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 claims include a purported class action allegation that BVU’s charging of an administrative processing fee constitutes the unauthorized practice of law, and also 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, but 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 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 to the Eleventh Circuit. The Company is vigorously defending the action. 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 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. Plaintiffs have amended their complaint. BVU filed a motion to dismiss the amended complaint on December 29, 2021 and continues to vigorously defend the action. 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. BVU believes this new claim is without merit and is vigorously defending against New York Urban’s claims. 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. BVU filed a motion to dismiss the complaint, and plaintiffs then filed an amended complaint on December 3, 2021. The District Court granted BVU’s motion to dismiss. An appeal of the District Court’s dismissal to the Eleventh Circuit has been initiated by the plaintiffs. 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 7.7 % in the third quarter of 2022. Bluegreen also estimates that approximately 6.6 % of the total delinquencies on its VOI notes receivable as of September 30, 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. In January 2022, Bluegreen entered into a settlement with several of the defendants, which includes an immaterial monetary payment and a stipulated injunction. In September 2022, Bluegreen entered into settlements with other defendants, including The Montgomery Law Firm. 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. TTT has consented to entry of an injunction against it in the Bankruptcy proceeding as part of an agreement with Bluegreen. 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 the Company with the right to market and sell vacation packages at kiosks in each of Bass Pro’s retail locations and Cabela’s stores and through other means. We are currently in negotiations for a long-term extension of that agreement. Any such agreement will include a significant increase in fees paid to Bass Pro. While we are optimistic that an agreement with a long term extension will be entered into, there is no assurance that an agreement will be reached. 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 five 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, January 2021, and December 2021 (as payment of the amount owed in January 2022). As of September 30, 2022 and December 31, 2021, $ 7.7 million and $ 7.3 million, respectively, was included in accrued liabilities and other in the unaudited consolidated balance sheets, for the remaining payments required by the settlement agreement. During both the nine months ended September 30, 2022 and 2021, VOI sales to prospects and leads generated by the agreement with Bass Pro accounted for approximately 18 % of Bluegreen’s system-wide sales of VOIs. 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 at least 60 Cabela’s retail stores. 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. In December 2021, Bluegreen paid $ 8.3 million for the 2022 fixed fee, of which $ 2.1 million was unamortized as of September 30, 2022 and is included in the Company’s unaudited consolidated balance sheet as of such date. During the three and nine months ended September 30, 2022, Bluegreen expensed $ 2.1 million and $ 6 .2 million, respectively, 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 for such periods. As of September 30, 2022, Bluegreen had sales and marketing operations at a total of 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 nine months ended September 30, 2022 and 2021, Bluegreen made subsidy payments under these agreements of $ 10.3 million and $ 11.2 million, respectively, which are included in cost of other fee-based services in the Company’s unaudited consolidated statements of operations and comprehensive income for such periods. As of September 30, 2022, Bluegreen had $ 10.4 million accrued for such subsidies, which is included in accrued liabilities and other in the unaudited consolidated balance sheet as of such date. As of December 31, 2021, Bluegreen had no accrued liabilities for such subsidies. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity | 10. Equity Share Repurchase Program In August 2021, the Company’s board of directors approved a share repurchase program which authorized the repurchase of the Company’s Class A Common Stock and Class B Common Stock at an aggregate cost of up to $ 40.0 million. In March 2022, the Company’s board of directors approved a $ 50.0 million increase in the aggregate cost of the Company’s Class A Common Stock and Class B Common Stock that may be repurchased under the share repurchase program. During the three and nine months ended September 30, 2022, the Company repurchased and retired approximately 843,000 and 1,912,000 shares of Class A Common Stock for an aggregate purchase price of $ 23.6 million and $ 54.4 million, respectively. During the three and nine months ended September 30, 2021, the Company repurchased and retired approximately 988,000 shares of Class A Common Stock and 19,000 shares of Class B Common Stock, for an aggregate purchase price of $ 20.9 million. The excess of cost over par value of the repurchased shares is recorded to additional paid in capital. As of September 30, 2022, $ 8.3 million remained available for the repurchase of shares under this share repurchase program. Restricted Stock and Stock Option Plans At the Company’s Annual Meeting of Shareholders held on July 21, 2021, the Company’s shareholders approved the Bluegreen Vacations Holding Corporation 2021 Incentive Plan (the “2021 Plan”), which allows for the issuance of up to 2,000,000 shares of the Company’s Class A Common Stock pursuant to restricted stock awards and options which may be granted under the 2021 Plan. The 2021 Plan also allows for the grant of performance-based cash awards. During the nine months ended September 30, 2022, the board approved restricted stock grants of 208,035 shares to certain executive officers and employees under the 2021 Plan. There were 468,439 shares of restricted stock granted to officers and employees under the 2021 Plan during the nine months ended September 30, 2021. As of September 30, 2022, 1,333,995 shares remained available for grant under the 2021 Plan. Restricted Stock Activity The Company accounts for compensation cost for unvested time-based service condition restricted stock awards based on the fair value of the award on the measurement date, which is generally the grant date. The cost is recognized on a straight-line basis over the requisite service period of the award, with forfeitures recognized as incurred. The table below sets forth information regarding the Company’s unvested restricted stock award activity for the nine months ended September 30, 2022 and 2021 . Nine Months Ended September 30, 2022 2021 Per Share Per Share Weighted Weighted Unvested Average Unvested Average Restricted Grant Date Restricted Grant Date Stock Fair Value Stock Fair Value Unvested balance outstanding, beginning of period 460,470 $ 20.72 - $ - Granted 208,035 29.80 468,439 20.72 Vested - - - - Forfeited ( 2,500 ) 20.72 - - Unvested balance outstanding, end of period 666,005 $ 23.56 468,439 $ 20.72 Available for grant 1,333,995 1,531,561 The table below sets forth information regarding the restricted stock awards granted during the nine months ended September 30, 2022 and 2021. Per Share Number of Weighted Average Requisite Plan Name Grant Date Awards Granted Grant Date Fair Value Service Period Vesting Date 2021 Incentive Plan 1/19/2022 208,035 $ 29.80 4 years (1) 2021 Incentive Plan 6/3/2021 468,439 $ 20.72 4 years (2) (1) 154,679 of the shares granted are scheduled to vest ratably in annual installments over 4 years and 53,356 of the shares granted are scheduled to cliff vest in January 2026, in each case subject to the terms and conditions of the 2021 Plan and the applicable award agreement. (2) 275,939 of the shares granted are scheduled to cliff vest in June 2025 and 192,500 of the shares granted are scheduled to cliff vest in June 2031, in each case subject to the terms and conditions of the 2021 Plan and the applicable award agreement. The aggregate grant date fair value of the awards granted in January 2022 and June 2021 was $ 6.2 million and $ 9.7 million, respectively. As of September 30, 2022, there was $ 12.3 million of unrecognized share-based compensation with a remaining weighted average period of 4.63 years. Restricted stock compensation expense is included in selling general and administrative expenses in the Company’s unaudited consolidated statements of operations and comprehensive income. Restricted stock compensation was $ 0.8 million and $ 2.4 million during the three and nine months ended September 30, 2022, respectively, and $ 0.5 and $ 0.6 million during the three and nine months ended September 30, 2021, respectively. No tax benefits have been recognized on restricted stock awards. See Note 15, Subsequent Events, for information regarding restricted stock awards granted by the Company during October 2022. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 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. The Company’s effective income tax rate was approximately 27 % and 26 % during the three months ended September 30, 2022 and 2021, respectively, and 27 % during both the nine months ended September 30, 2022 and 2021. 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 2022 and 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. 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, 2022, the Company did no t have any significant amounts accrued for interest and penalties or recorded for uncertain tax positions. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 For the Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2022 2021 2022 2021 Basic EPS: Numerator: Net income attributable to shareholders $ 22,964 $ 23,127 $ 56,736 $ 45,602 Denominator: Weighted average shares outstanding 19,101 21,709 20,029 20,660 Basic EPS $ 1.20 $ 1.07 $ 2.83 $ 2.21 Diluted EPS Numerator: Net income attributable to shareholders $ 22,964 $ 23,127 $ 56,736 $ 45,602 Denominator: Basic - Weighted average shares outstanding 19,101 21,709 20,029 20,660 Dilutive effect of restricted stock rewards 131 18 162 - Diluted weighted average number of common shares outstanding 19,232 21,727 20,191 20,660 Diluted EPS $ 1.19 $ 1.06 $ 2.81 $ 2.21 Du ring the three and nine months ended September 30, 2022, 130,776 and 162,579 , respectively, 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. During the three months ended September 30, 2021, 17,693 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. During the nine months ended September 30, 2021, 220,963 shares of unvested restricted stock awards outstanding were excluded from the computation of diluted earnings per share as the shares were antidilutive. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 80 % of the Company’s total voting power. 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, 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. During the three and nine months ended September 30, 2022, the Company recognized expense to the Abdo Companies, Inc. of $ 38,000 and $ 153,000 , respectively, in exchange for certain management services. During the three and nine months ended September 30, 2021, the Company recognized expense to the Abdo Companies, Inc. of $ 38,000 and $ 115,000 , respectively, for such services. John E. Abdo, the Company’s Vice Chairman, is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc. In addition to the agreements listed above, the Company reimburses BBX Capital for advisory, risk management, administrative and other services. The Company reimbursed BBX Capital $ 0.3 million and $ 0.1 million during the three months ended September 30, 2022 and 2021, respectively, and $ 1.3 million and $ 0.6 million during the nine months ended September 30, 2022 and 2021, respectively, for such services. Further, BBX Capital reimbursed the Company less than $ 0.1 million during each of the three and nine months ended September 30, 2022 and 2021. The Company had $ 0.4 million in accrued expenses for the services described above as of September 30, 2022, and no amounts accrued for the services described above as of December 31, 2021. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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 it acquires under just-in-time and secondary market inventory arrangements, and 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 management services activities for the Vacation Club and for a majority of the HOAs of the resorts within the Vacation Club. The Company also provides reservation services, services to owners and billing and collections services to the Vacation Club and certain HOAs, which are included in the resort operations and club management segment. Additionally, this segment includes revenue from the Traveler Plus program, food and beverage and other retail operations, rental services activities, and management of construction activities for certain fee-based developer clients. The information provided for segment reporting is obtained from internal reports utilized by management. The CODM primarily uses adjusted earnings, or net income, before taking into account income taxes, interest income (excluding interest earned on VOI notes receivable), interest expense (excluding interest expense incurred on debt secured by VOI notes receivable), and depreciation and amortization (“ Adjusted EBITDA”) to evaluate the reporting segments’ performance. See Management’s Discussion and Analysis of Financial Condition and Results of Operations for information regarding Adjusted EBITDA, including the definition of Adjusted EBITDA. The presentation and allocation of results of operations may 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 revenue for its reportable segments for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Revenues: 2022 2021 2022 2021 Sales of VOIs and financing $ 199,794 $ 168,784 $ 540,475 $ 424,249 Resort operations and club management 30,860 28,190 88,337 82,392 Cost reimbursements (1) 20,719 18,699 54,950 50,859 Total segment revenues 251,373 215,673 683,762 557,500 Corporate and other 594 77 1,265 424 Eliminations ( 1,131 ) ( 1,232 ) ( 3,564 ) ( 3,815 ) Total revenues $ 250,836 $ 214,518 $ 681,463 $ 554,109 (1) Cost reimbursement revenue and expense 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 and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Adjusted EBITDA (1) : Sales of VOIs and financing $ 43,953 $ 47,017 $ 117,053 $ 106,477 Resort operations and club management 21,895 21,638 63,369 58,897 Segment Adjusted EBITDA 65,848 68,655 180,422 165,374 General and administrative expenses (2) ( 22,313 ) ( 24,399 ) ( 69,871 ) ( 69,547 ) Depreciation and amortization ( 1,844 ) ( 1,706 ) ( 5,522 ) ( 4,937 ) Severance - ( 2,403 ) - ( 2,403 ) Other (expense) income, net 296 ( 121 ) 774 157 Interest income (other than interest earned on VOI notes receivable) 298 77 491 267 Interest expense - corporate ( 6,053 ) ( 4,811 ) ( 16,656 ) ( 15,353 ) Provision for income taxes ( 8,586 ) ( 7,975 ) ( 20,948 ) ( 16,858 ) Net income 27,646 27,317 68,690 56,700 Less: Net income attributable to Non-controlling interests ( 4,682 ) ( 4,190 ) ( 11,954 ) ( 11,098 ) Net income attributable to shareholders $ 22,964 $ 23,127 $ 56,736 $ 45,602 (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. (2) Included in general and administrative expenses for the three and nine months ended September 30, 2022 is $ 0.8 million and $ 2.4 million, respectively, of share-based compensation. There was $ 0.5 million and $ 0.6 million of share-based compensation expense during the three and nine months ended September 30, 2021, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On October 4, 2022, Bluegreen purchased the property and other assets of a resort located in Panama City, Florida for approximately $ 78 million. The transaction is accounted for as an asset acquisition with the purchase price allocated to VOI inventory and certain property and equipment. In connection with this acquisition, Bluegreen entered into a non-revolving acquisition loan (the “Panama City Acquisition Loan”) with National Bank of Arizona (“NBA”) for the acquisition and renovation of the resort. The Panama City Acquisition Loan provides for advances of up to $ 96.6 million, provided, however, that the total advances may not exceed 70 % of the acquisition and renovation costs. Advances may be made during a 36 -month advance period. Approximately $ 54.5 million was advanced at closing for the acquisition of the resort. The remainder of the purchase price was paid in cash. Principal payments will be effected through release payments from sales of the completed VOIs, subject to a minimum amortization schedule, with the remaining balance due at maturity in October 2027 . Borrowings under the Panama City Acquisition Loan bear interest at an annual rate equal to one-month Term SOFR plus 2.25 %, subject to a floor of 2.40 %. Recourse is limited to 30 % of the principal and interest outstanding with decreases based on achieving certain milestones, subject to certain exceptions. On October 19, 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 $ 2.9 million in the aggregate, payable on November 21, 2022 to shareholders of record as of the close of trading on November 7, 2022 . In addition, on October 19, 2022 , the Company granted 237,500 restricted shares of the Company’s Class A Common Stock to certain non-executive employees under the Company’s 2021 Plan. The restricted shares are scheduled to cliff vest in October 2027, subject to the terms and conditions of the 2021 Plan and the applicable award agreement . The aggregate fair value of the awards granted was $ 4.2 million. In November 2022, the Company borrowed $ 50.0 million on its Fifth Third Syndicated Line of Credit. |
Organization and Basis of Fin_2
Organization and Basis of Financial Statement Presentation (Policy) | 9 Months Ended |
Sep. 30, 2022 | |
Organization And Basis Of Financial Statement Presentation [Abstract] | |
Basis of Financial Statement Presentation | 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, 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. The accompanying 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, 2021, included in 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 4, 2022 (the “2021 Annual Report on Form 10-K”). |
Our Business | Our Business Prior to May 5, 2021, BVH beneficially owned approximately 93 % of Bluegreen’s outstanding common stock. On May 5, 2021, BVH acquired all of the approximately 7 % of outstanding shares of Bluegreen’s common stock not previously beneficially 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 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). 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 Bluegreen’s common stock is no longer publicly traded. Bluegreen is a leading vacation ownership company that markets and sells vacation ownership interests (“VOIs”) and manages resorts in popular leisure and urban destinations. Bluegreen’s resorts are primarily located in high-volume, “drive-to” vacation locations, including Orlando, Las Vegas, the Smoky Mountains, Myrtle Beach, Charleston, the Branson, Missouri area, and New Orleans, among others. The resorts in which Bluegreen markets, sells, and manages VOIs were either developed or acquired by Bluegreen, or were developed and are owned by third parties. Bluegreen earns fees for providing sales and marketing services to third party developers. Bluegreen also earns fees for providing management services to the Bluegreen Vacation Club (the “Vacation Club”) and homeowners’ associations (“HOAs”), mortgage servicing, VOI title services, reservation services, and construction design and development services. In addition, Bluegreen provides financing to qualified VOI purchasers, which generates significant interest income. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The Company’s unaudited consolidated financial statements include the accounts of its wholly owned subsidiaries, 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 (“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. |
Use Of Estimates | 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 are based on 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 may continue to be affected by adverse trends affecting general economic conditions, including rising interest rates and inflation. The severity, magnitude and duration, as well as the economic consequences of these factors are uncertain, subject to change and difficult to predict. As a result, accounting estimates and assumptions may change over time. Such changes could result in, among other adjustments, incremental credit losses on VOI notes receivable, a decrease in 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; 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. |
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted 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, 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 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 notes receivable from its borrowers are not indexed to LIBOR, as of September 30, 2022, the Company had $ 170.9 million of LIBOR indexed junior subordinated debentures and $ 24.7 million of LIBOR indexed receivable-backed notes 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. |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contracts With Customers [Abstract] | |
Revenue Disaggregation | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Sales of VOIs (1) $ 155,218 $ 107,383 $ 398,506 $ 255,126 Fee-based sales commission revenue (1) 14,241 35,585 57,174 96,921 Resort and club management revenue (2) 28,073 25,879 81,098 76,250 Cost reimbursements (2) 20,719 18,699 54,950 50,859 Title fees and other (1) 3,699 3,730 10,216 8,867 Other revenue (2) 2,787 2,311 7,239 6,142 Revenue from customers 224,737 193,587 609,183 494,165 Interest income (3) 25,803 20,931 71,506 59,787 Other income, net 296 — 774 157 Total revenue $ 250,836 $ 214,518 $ 681,463 $ 554,109 (1) Included in the Company’s sales of VOIs and financing segment described in Note 14. (2) Included in the Company’s resort operations and club management segment described in Note 14. (3) Interest income of $ 25.5 million and $ 20.9 million for the three months ended September 30, 2022 and 2021, respectively, and $ 71.0 million and $ 59.5 million for the nine months ended September 30, 2022 and 2021, respectively, are included in the Company’s sales of VOIs and financing segment described in Note 14. |
Company’s Contract Liabilities | September 30, December 31, 2022 2021 Point incentives $ 4,085 $ 2,676 Owner programs 2,262 2,159 Deferred revenue vacation packages 1,115 1,274 $ 7,462 $ 6,109 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Receivable [Abstract] | |
Information Relating To Bluegreen's Notes Receivable | As of September 30, December 31, 2022 2021 Notes receivable secured by VOIs: VOI notes receivable - non-securitized $ 332,029 $ 275,163 VOI notes receivable - securitized 386,262 334,266 Gross VOI notes receivable 718,291 609,429 Allowance for loan losses - non-securitized ( 93,425 ) ( 77,714 ) Allowance for loan losses - securitized ( 102,456 ) ( 85,393 ) Allowance for loan losses ( 195,881 ) ( 163,107 ) VOI notes receivable, net $ 522,410 $ 446,322 Allowance as a % of Gross VOI notes receivable 27 % 27 % |
Activity In The Allowance For Loan Losses | For the Nine Months Ended September 30, 2022 2021 Balance, beginning of period $ 163,107 $ 142,044 Provision for loan losses 73,789 51,514 Less: Write-offs of uncollectible receivables ( 41,015 ) ( 41,018 ) Balance, end of period $ 195,881 $ 152,540 |
Financing Receivable Credit Quality Indicators And Past Due By Year Of Origination | Additional information about the Company’s VOI notes receivable by year of origination was as follows as of September 30, 2022 (in thousands): Year of Origination 2022 2021 2020 2019 2018 2017 and Prior Total 701+ $ 152,916 96,758 37,621 47,430 30,733 48,378 $ 413,836 601-700 88,310 69,698 27,276 27,733 20,092 40,346 273,455 <601 (1) 7,186 4,774 1,438 2,162 2,417 5,146 23,123 Other (2) 80 1,369 974 1,257 1,559 2,638 7,877 Total by FICO score $ 248,492 $ 172,599 $ 67,309 $ 78,581 $ 54,801 $ 96,509 $ 718,291 (1) Includes VOI notes receivable attributable to borrowers without a FICO score (who are primarily foreign borrowers). (2) Includes $ 7.9 million related to VOI notes receivable that, as of September 30, 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. |
Percentage Of Gross Notes Receivable Outstanding By FICO Score At Origination | As of September 30, December 31, 2022 2021 FICO Score 700+ 58 % 58 % 601-699 39 39 <600 2 2 No Score (1) 1 1 Total 100 % 100 % (1) Primarily foreign borrowers. |
Delinquency Status Of VOI Notes Receivable | As of September 30, December 31, 2022 2021 Current $ 686,790 $ 581,719 31-60 days 8,772 6,290 61-90 days 6,643 5,084 Over 91 days (1) 16,086 16,336 Total $ 718,291 $ 609,429 (1) Includes $ 7.9 million and $ 7.0 million related to VOI notes receivable that, as of September 30, 2022 and December 31, 2021, respectively, 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. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entities [Abstract] | |
Information Related To The Assets And Liabilities Of The VIEs | As of September 30, December 31, 2022 2021 Restricted cash $ 18,532 $ 15,956 Securitized notes receivable, net 283,806 248,873 Receivable backed notes payable - non-recourse 348,512 340,154 |
VOI Inventory (Tables)
VOI Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
VOI Inventory [Abstract] | |
Summary Of Inventory | As of September 30, December 31, 2022 2021 Completed VOI units $ 254,759 $ 255,223 Construction-in-progress 8,536 10,313 Real estate held for future development 63,824 69,069 Total $ 327,119 $ 334,605 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt [Abstract] | |
Lines-Of-Credit And Notes Payable | As of September 30, 2022 December 31, 2021 Balance Interest Rate Carrying Amount of Pledged Assets Balance Interest Rate Carrying Amount of Pledged Assets Fifth Third Syndicated LOC $ 20,000 4.86 % $ 29,875 $ 10,000 2.25 % $ 21,243 Fifth Third Syndicated Term Loan 97,500 5.40 % 145,640 88,125 2.25 % 187,207 Unamortized debt issuance costs ( 1,197 ) ( 1,000 ) Total $ 116,303 $ 175,515 $ 97,125 $ 208,450 |
Receivable-Backed Notes Payable | As of September 30, 2022 December 31, 2021 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 $ 5,000 5.00 % $ 8,190 $ 5,000 3.00 % $ 7,198 NBA Receivables Facility 10,000 5.37 % 18,767 10,000 3.00 % 15,396 Pacific Western Facility 6,600 5.62 % 11,216 7,500 3.00 % 11,265 Total 21,600 38,173 22,500 33,859 Receivable-backed notes payable - non-recourse: Liberty Bank Facility (1) $ 6,161 5.00 % $ 10,092 $ 17,965 3.00 % $ 25,864 NBA Receivables Facility (2) 8,053 5.37 % 15,113 18,910 3.00 % 29,114 Pacific Western Facility (3) — — — 16,906 — 25,394 Syndicated Warehouse Facility — — — 42,994 — 53,623 Quorum Purchase Facility 15,022 4.95 - 5.10 % 17,488 19,425 4.95 - 5.10 % 22,690 2013 Term Securitization — — — 6,023 3.20 % 6,965 2015 Term Securitization 9,350 3.02 % 10,337 14,163 3.02 % 15,009 2016 Term Securitization 17,956 3.35 % 19,898 24,727 3.35 % 27,166 2017 Term Securitization 28,873 3.12 % 32,872 37,430 3.12 % 42,452 2018 Term Securitization 42,792 4.02 % 49,031 53,919 4.02 % 61,269 2020 Term Securitization 73,794 2.60 % 84,631 91,922 2.60 % 105,023 2022 Term Securitization 152,045 4.60 % 171,958 — — — Unamortized debt issuance costs ( 5,534 ) ( 4,230 ) Total 348,512 411,420 340,154 414,569 Total receivable-backed debt $ 370,112 $ 449,593 $ 362,654 $ 448,428 (1) Recourse on the Liberty Bank Facility is generally limited to $ 5.0 million, subject to certain exceptions. (2) Recourse on the NBA Receivables Facility is generally limited to $ 10.0 million, subject to certain exceptions. (3) Recourse on the Pacific Western Facility is generally limited to $ 7.5 million, subject to certain exceptions. |
Junior Subordinated Debentures Outstanding | Financial data relating to the Company’s junior subordinated debentures as of September 30, 2022 and December 31, 2021 was as follows (dollars in thousands): September 30, 2022 December 31, 2021 Effective Effective Carrying Interest Carrying Interest Maturity Amounts Rates (1) Amounts Rates (1) Years (2) Woodbridge - Levitt Capital Trusts I - IV $ 66,302 6.05 - 6.58 % $ 66,302 3.93 - 4.07 % 2035 - 2036 Bluegreen Statutory Trusts I - VI 104,595 7.10 - 7.63 % 104,595 4.93 - 5.12 % 2035 - 2037 Unamortized debt issuance costs ( 932 ) ( 985 ) Unamortized purchase discount ( 34,233 ) ( 34,972 ) Total junior subordinated debentures $ 135,732 $ 134,940 (1) The junior subordinated debentures bear interest at three-month LIBOR (subject to quarterly adjustment) plus a spread ranging from 3.8 % to 4.9 % (2) As of September 30, 2022 and December 31, 2021, all of the junior subordinated debentures were eligible for redemption by the Company. |
Fair Value Of Financial Instr_2
Fair Value Of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Of Financial Instruments [Abstract] | |
Carrying Amounts Of Financial Instruments | As of September 30, 2022 As of December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Cash and cash equivalents $ 162,667 $ 162,667 $ 140,225 $ 140,225 Restricted cash 41,528 41,528 42,854 42,854 Notes receivable, net 522,410 674,892 446,322 607,881 Note payable to BBX Capital, Inc. 50,000 45,535 50,000 50,340 Lines-of-credit, notes payable, and receivable-backed notes payable 486,415 479,000 459,779 463,300 Junior subordinated debentures 135,732 96,000 134,940 133,500 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Common And Preferred Stock [Abstract] | |
Summary Of Non-Vested Restricted Stock And Restricted Stock Units | Nine Months Ended September 30, 2022 2021 Per Share Per Share Weighted Weighted Unvested Average Unvested Average Restricted Grant Date Restricted Grant Date Stock Fair Value Stock Fair Value Unvested balance outstanding, beginning of period 460,470 $ 20.72 - $ - Granted 208,035 29.80 468,439 20.72 Vested - - - - Forfeited ( 2,500 ) 20.72 - - Unvested balance outstanding, end of period 666,005 $ 23.56 468,439 $ 20.72 Available for grant 1,333,995 1,531,561 |
Restricted Stock Awards, Grants In Period, Weighted Average Grant Date Fair Value | Per Share Number of Weighted Average Requisite Plan Name Grant Date Awards Granted Grant Date Fair Value Service Period Vesting Date 2021 Incentive Plan 1/19/2022 208,035 $ 29.80 4 years (1) 2021 Incentive Plan 6/3/2021 468,439 $ 20.72 4 years (2) (1) 154,679 of the shares granted are scheduled to vest ratably in annual installments over 4 years and 53,356 of the shares granted are scheduled to cliff vest in January 2026, in each case subject to the terms and conditions of the 2021 Plan and the applicable award agreement. (2) 275,939 of the shares granted are scheduled to cliff vest in June 2025 and 192,500 of the shares granted are scheduled to cliff vest in June 2031, in each case subject to the terms and conditions of the 2021 Plan and the applicable award agreement. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share | For the Three Months Ended For the Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2022 2021 2022 2021 Basic EPS: Numerator: Net income attributable to shareholders $ 22,964 $ 23,127 $ 56,736 $ 45,602 Denominator: Weighted average shares outstanding 19,101 21,709 20,029 20,660 Basic EPS $ 1.20 $ 1.07 $ 2.83 $ 2.21 Diluted EPS Numerator: Net income attributable to shareholders $ 22,964 $ 23,127 $ 56,736 $ 45,602 Denominator: Basic - Weighted average shares outstanding 19,101 21,709 20,029 20,660 Dilutive effect of restricted stock rewards 131 18 162 - Diluted weighted average number of common shares outstanding 19,232 21,727 20,191 20,660 Diluted EPS $ 1.19 $ 1.06 $ 2.81 $ 2.21 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Three Months Ended Nine Months Ended September 30, September 30, Revenues: 2022 2021 2022 2021 Sales of VOIs and financing $ 199,794 $ 168,784 $ 540,475 $ 424,249 Resort operations and club management 30,860 28,190 88,337 82,392 Cost reimbursements (1) 20,719 18,699 54,950 50,859 Total segment revenues 251,373 215,673 683,762 557,500 Corporate and other 594 77 1,265 424 Eliminations ( 1,131 ) ( 1,232 ) ( 3,564 ) ( 3,815 ) Total revenues $ 250,836 $ 214,518 $ 681,463 $ 554,109 (1) Cost reimbursement revenue and expense net to zero and are excluded from the computation of adjusted EBITDA below. |
Reconciliation of Adjusted EBITDA from Segments to Net Income | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Adjusted EBITDA (1) : Sales of VOIs and financing $ 43,953 $ 47,017 $ 117,053 $ 106,477 Resort operations and club management 21,895 21,638 63,369 58,897 Segment Adjusted EBITDA 65,848 68,655 180,422 165,374 General and administrative expenses (2) ( 22,313 ) ( 24,399 ) ( 69,871 ) ( 69,547 ) Depreciation and amortization ( 1,844 ) ( 1,706 ) ( 5,522 ) ( 4,937 ) Severance - ( 2,403 ) - ( 2,403 ) Other (expense) income, net 296 ( 121 ) 774 157 Interest income (other than interest earned on VOI notes receivable) 298 77 491 267 Interest expense - corporate ( 6,053 ) ( 4,811 ) ( 16,656 ) ( 15,353 ) Provision for income taxes ( 8,586 ) ( 7,975 ) ( 20,948 ) ( 16,858 ) Net income 27,646 27,317 68,690 56,700 Less: Net income attributable to Non-controlling interests ( 4,682 ) ( 4,190 ) ( 11,954 ) ( 11,098 ) Net income attributable to shareholders $ 22,964 $ 23,127 $ 56,736 $ 45,602 (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. (2) Included in general and administrative expenses for the three and nine months ended September 30, 2022 is $ 0.8 million and $ 2.4 million, respectively, of share-based compensation. There was $ 0.5 million and $ 0.6 million of share-based compensation expense during the three and nine months ended September 30, 2021, respectively. |
Organization And Basis Of Fin_3
Organization And Basis Of Financial Statement Presentation (Narrative) (Details) - shares shares in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | May 05, 2021 | May 04, 2021 | |
Bluegreen/Big Cedar Vacations, LLC [Member] | |||
Segment Reporting Information [Line Items] | |||
Ownership percentage | 51% | ||
Class A Common Stock [Member] | |||
Segment Reporting Information [Line Items] | |||
Shares issued due to merger | 2,660 | ||
Class A Common Stock [Member] | Bluegreen Vacations Holding Corp (BVH) [Member] | |||
Segment Reporting Information [Line Items] | |||
Shareholder share right due to merger | 0.51 | ||
Bluegreen [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated method ownership percentage | 7% | 93% |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Revenues | $ 250,836 | $ 214,518 | $ 681,463 | $ 554,109 | |
Junior subordinated debentures | 135,732 | 135,732 | $ 134,940 | ||
Cash and cash equivalents | 162,667 | $ 216,567 | 162,667 | $ 216,567 | 140,225 |
Prepaid expenses | $ 16,659 | $ 16,659 | $ 25,855 | ||
Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | ||
Class B Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | ||
Accounting Standards Update 2020-04 [Member] | LIBOR Indexed Junior Subordinated Debentures [Member] | |||||
Business Acquisition [Line Items] | |||||
Junior subordinated debentures | $ 170,900 | $ 170,900 | |||
Accounting Standards Update 2020-04 [Member] | LIBOR Indexed Receivable-backed Notes Payable And Lines Of Credit [Member] | |||||
Business Acquisition [Line Items] | |||||
Receivable-backed notes payable and lines of credit | $ 24,700 | $ 24,700 |
Revenue From Contracts With C_3
Revenue From Contracts With Customers (Narrative) (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Revenue From Contracts With Customers [Abstract] | ||
Number of reportable segments | segment | 2 | |
Commission receivables, net of an allowance | $ | $ 7.7 | $ 17.4 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers (Revenue Disaggregation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | $ 224,737 | $ 193,587 | $ 609,183 | $ 494,165 | |
Interest income | [1] | 25,803 | 20,931 | 71,506 | 59,787 |
Other income, net | 296 | 774 | 157 | ||
Total revenues | 250,836 | 214,518 | 681,463 | 554,109 | |
Sales of VOIs [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | [2] | 155,218 | 107,383 | 398,506 | 255,126 |
Fee-Based Sales Commission Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | [2] | 14,241 | 35,585 | 57,174 | 96,921 |
Resort And Club Management Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | [3] | 28,073 | 25,879 | 81,098 | 76,250 |
Cost Reimbursements [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | [3] | 20,719 | 18,699 | 54,950 | 50,859 |
Title Fees And Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | [2] | 3,699 | 3,730 | 10,216 | 8,867 |
Other Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | [3] | 2,787 | 2,311 | 7,239 | 6,142 |
Reportable Segments [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | 251,373 | 215,673 | 683,762 | 557,500 | |
Reportable Segments [Member] | Sales of VOIs [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Interest income | 25,500 | 20,900 | 71,000 | 59,500 | |
Reportable Segments [Member] | Cost Reimbursements [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from customers | [4] | 20,719 | 18,699 | 54,950 | 50,859 |
Reportable Segments [Member] | Interest Income [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Interest income | 298 | 77 | 491 | 267 | |
Corporate Expenses & Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 594 | 77 | 1,265 | 424 | |
Eliminations [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ (1,131) | $ (1,232) | $ (3,564) | $ (3,815) | |
[1] Interest income of $ 25.5 million and $ 20.9 million for the three months ended September 30, 2022 and 2021, respectively, and $ 71.0 million and $ 59.5 million for the nine months ended September 30, 2022 and 2021, respectively, are included in the Company’s sales of VOIs and financing segment described in Note 14. Included in the Company’s sales of VOIs and financing segment described in Note 14. Included in the Company’s resort operations and club management segment described in Note 14. Cost reimbursement revenue and expense net to zero and are excluded from the computation of adjusted EBITDA below. |
Revenue From Contracts With C_5
Revenue From Contracts With Customers (Contract Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Company’s contract liabilities | $ 7,462 | $ 6,109 |
Point Incentives [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Company’s contract liabilities | 4,085 | 2,676 |
Owner Programs [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Company’s contract liabilities | 2,262 | 2,159 |
Deferred Revenue Vacation Packages [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Company’s contract liabilities | $ 1,115 | $ 1,274 |
Notes Receivable (Narrative) (D
Notes Receivable (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | $ 718,291 | $ 609,429 | |
Accrued interest | $ 5,300 | $ 4,400 | |
Notes Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Weighted-average interest rate charged on notes receivable | 15.40% | 15.30% | |
Over 91 Days [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | [1] | $ 16,086 | $ 16,336 |
90 Days Or More [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | $ 16,100 | $ 16,300 | |
[1] Includes $ 7.9 million and $ 7.0 million related to VOI notes receivable that, as of September 30, 2022 and December 31, 2021, respectively, 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. |
Notes Receivable (Information R
Notes Receivable (Information Relating To Bluegreen's Notes Receivable) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross notes receivable | $ 718,291 | $ 609,429 | ||
Less: Allowance for loan losses | (195,881) | (163,107) | $ (152,540) | $ (142,044) |
Notes receivable, net ($283,806 and $248,873 in VIEs at September 30, 2022 and December 31, 2021, respectively) | $ 522,410 | $ 446,322 | ||
Allowance as a % of gross notes receivable | 27% | 27% | ||
VOI Notes Receivable - Non-Securitized [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross notes receivable | $ 332,029 | $ 275,163 | ||
Less: Allowance for loan losses | (93,425) | (77,714) | ||
VOI Notes Receivable - Securitized [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross notes receivable | 386,262 | 334,266 | ||
Less: Allowance for loan losses | $ (102,456) | $ (85,393) |
Notes Receivable (Activity In T
Notes Receivable (Activity In The Allowance For Loan Losses) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Financing Receivable, Allowance for Credit Losses [Line Items] | ||
Balance, beginning of period | $ 163,107 | $ 142,044 |
Provision for loan losses | 73,789 | 51,514 |
Less: Write-offs of uncollectible receivables | (41,015) | (41,018) |
Balance, end of period | 195,881 | 152,540 |
Bluegreens Vacation Ownership Interests [Member] | ||
Financing Receivable, Allowance for Credit Losses [Line Items] | ||
Provision for loan losses | $ 73,789 | $ 51,514 |
Notes Receivable (Financing Rec
Notes Receivable (Financing Receivable Credit Quality Indicators And Past Due By Year Of Origination) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Total | $ 718,291 | $ 609,429 | |||
VOI note receivable balance had not yet been charged off | 7,900 | 7,000 | |||
Current [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Total | 686,790 | 581,719 | |||
31-60 Days [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Total | 8,772 | 6,290 | |||
61-90 Days [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Total | 6,643 | 5,084 | |||
Over 91 Days [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Total | [1] | 16,086 | 16,336 | ||
701+ [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Financing Receivable, Originated in Current Fiscal Year | 152,916 | 129,960 | |||
Financing Receivable, Originated in Fiscal Year before Latest Fiscal Year | 96,758 | 49,102 | |||
Financing Receivable, Originated Two Years before Latest Fiscal Year | 37,621 | 60,037 | |||
Financing Receivable, Originated Three Years before Latest Fiscal Year | 47,430 | 39,760 | |||
Financing Receivable, Originated Four Years before Latest Fiscal Year | 30,733 | 26,711 | |||
Financing Receivable, Originated Five or More Years before Latest Fiscal Year | 48,378 | 40,872 | |||
Total | 413,836 | 346,442 | |||
601-700 [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Financing Receivable, Originated in Current Fiscal Year | 88,310 | 82,664 | |||
Financing Receivable, Originated in Fiscal Year before Latest Fiscal Year | 69,698 | 34,185 | |||
Financing Receivable, Originated Two Years before Latest Fiscal Year | 27,276 | 34,072 | |||
Financing Receivable, Originated Three Years before Latest Fiscal Year | 27,733 | 25,732 | |||
Financing Receivable, Originated Four Years before Latest Fiscal Year | 20,092 | 18,132 | |||
Financing Receivable, Originated Five or More Years before Latest Fiscal Year | 40,346 | 37,777 | |||
Total | 273,455 | 232,562 | |||
Less Than 601 [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Financing Receivable, Originated in Current Fiscal Year | [2] | 7,186 | 4,623 | ||
Financing Receivable, Originated in Fiscal Year before Latest Fiscal Year | [2] | 4,774 | 3,149 | ||
Financing Receivable, Originated Two Years before Latest Fiscal Year | [2] | 1,438 | 3,690 | ||
Financing Receivable, Originated Three Years before Latest Fiscal Year | [2] | 2,162 | 2,473 | ||
Financing Receivable, Originated Four Years before Latest Fiscal Year | [2] | 2,417 | 1,551 | ||
Financing Receivable, Originated Five or More Years before Latest Fiscal Year | [2] | 5,146 | 4,175 | ||
Total | [2] | 23,123 | 19,661 | ||
Other [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Financing Receivable, Originated in Current Fiscal Year | 80 | [3] | 2,279 | [4] | |
Financing Receivable, Originated in Fiscal Year before Latest Fiscal Year | 1,369 | [3] | 996 | [4] | |
Financing Receivable, Originated Two Years before Latest Fiscal Year | 974 | [3] | 1,201 | [4] | |
Financing Receivable, Originated Three Years before Latest Fiscal Year | 1,257 | [3] | 1,876 | [4] | |
Financing Receivable, Originated Four Years before Latest Fiscal Year | 1,559 | [3] | 1,429 | [4] | |
Financing Receivable, Originated Five or More Years before Latest Fiscal Year | 2,638 | [3] | 2,983 | [4] | |
Total | 7,877 | [3] | 10,764 | [4] | |
Total by FICO Score [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Financing Receivable, Originated in Current Fiscal Year | 248,492 | 219,526 | |||
Financing Receivable, Originated in Fiscal Year before Latest Fiscal Year | 172,599 | 87,432 | |||
Financing Receivable, Originated Two Years before Latest Fiscal Year | 67,309 | 99,000 | |||
Financing Receivable, Originated Three Years before Latest Fiscal Year | 78,581 | 69,841 | |||
Financing Receivable, Originated Four Years before Latest Fiscal Year | 54,801 | 47,823 | |||
Financing Receivable, Originated Five or More Years before Latest Fiscal Year | 96,509 | 85,807 | |||
Total | $ 718,291 | $ 609,429 | |||
[1] Includes $ 7.9 million and $ 7.0 million related to VOI notes receivable that, as of September 30, 2022 and December 31, 2021, respectively, 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. Includes VOI notes receivable attributable to borrowers without a FICO score (who are primarily foreign borrowers). Includes $ 7.9 million related to VOI notes receivable that, as of September 30, 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. 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. |
Notes Receivable (Percentage Of
Notes Receivable (Percentage Of Gross Notes Receivable Outstanding By FICO Score At Origination) (Details) | Sep. 30, 2022 | Dec. 31, 2021 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percentage of gross notes receivable outstanding | 100% | 100% | |
FICO Score, 700+ [Member] | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percentage of gross notes receivable outstanding | 58% | 58% | |
FICO Score, 601 to 699 [Member] | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percentage of gross notes receivable outstanding | 39% | 39% | |
FICO Score, Less than 600 [Member] | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percentage of gross notes receivable outstanding | 2% | 2% | |
FICO Score, No Score [Member] | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Percentage of gross notes receivable outstanding | [1] | 1% | 1% |
[1] Primarily foreign borrowers. |
Notes Receivable (Delinquency S
Notes Receivable (Delinquency Status Of VOI Notes Receivable) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Total | $ 718,291 | $ 609,429 | |
VOI note receivable balance had not yet been charged off | 7,900 | 7,000 | |
Current [Member] | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Total | 686,790 | 581,719 | |
31-60 Days [Member] | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Total | 8,772 | 6,290 | |
61-90 Days [Member] | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Total | 6,643 | 5,084 | |
Over 91 Days [Member] | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Total | [1] | $ 16,086 | $ 16,336 |
[1] Includes $ 7.9 million and $ 7.0 million related to VOI notes receivable that, as of September 30, 2022 and December 31, 2021, respectively, 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. |
Variable Interest Entities (Nar
Variable Interest Entities (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Variable Interest Entities [Abstract] | ||
Voluntary repurchases and substitutions | $ 7 | $ 11.8 |
Variable Interest Entities (Inf
Variable Interest Entities (Information Related To The Assets And Liabilities Of The VIEs) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Variable Interest Entity [Line Items] | |||
Restricted cash | $ 41,528 | $ 42,854 | $ 44,671 |
Securitized notes receivable, net | 522,410 | 446,322 | |
Receivable backed notes payable - non-recourse | 348,512 | 340,154 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Restricted cash | 18,532 | 15,956 | |
Securitized notes receivable, net | 283,806 | 248,873 | |
Receivable backed notes payable - non-recourse | $ 348,512 | $ 340,154 |
VOI Inventory (Narrative) (Deta
VOI Inventory (Narrative) (Details) - Colorado [Member] $ in Millions | 1 Months Ended |
Jul. 31, 2022 USD ($) item | |
Inventory [Line Items] | |
Number of units purchased | item | 46 |
Purchase price of units | $ | $ 18.6 |
VOI Inventory (Summary Of Inven
VOI Inventory (Summary Of Inventory) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
VOI Inventory [Abstract] | ||
Completed VOI units | $ 254,759 | $ 255,223 |
Construction-in-progress | 8,536 | 10,313 |
Real estate held for future development | 63,824 | 69,069 |
Total | $ 327,119 | $ 334,605 |
Debt (Lines-Of-Credit and Notes
Debt (Lines-Of-Credit and Notes Payable, Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Feb. 28, 2022 | Dec. 31, 2021 | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
New debt issuance or change | $ 75 | |
Current borrowing capacity | $ 300 | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 2% | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 2.50% | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 0.25% | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | SOFR Plus [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 1.75% | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | SOFR Plus [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 2.50% | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | Credit Spread Adjustment [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 0.05% | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | Credit Spread Adjustment [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 0.10% | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Current borrowing capacity | $ 100 | |
Fifth Third Syndicated Line-of-Credit And Fifth Third Syndicated Term Loan [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Current borrowing capacity | $ 200 | |
Fifth Third Syndicated LOC [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 125 | |
Fifth Third Syndicated Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 100 |
Debt (Receivable-Backed Notes P
Debt (Receivable-Backed Notes Payable, Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 31, 2022 | |
Debt Instrument [Line Items] | ||||||
New debt issuances | $ 0 | |||||
Gain (loss) recognized from VOI sold | 0 | |||||
Proceeds from Issuance of Long-term Debt | $ 259,806,000 | $ 91,622,000 | ||||
Liberty Bank Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | $ 11,000,000 | |||||
Pacific Western Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | 16,100,000 | |||||
BXG Receivables Note Trust 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
VOI receivables sold | 194,700,000 | |||||
BXG Receivables Note Trust 2022 [Member] | Trust [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gross proceeds of sales to the Trust | 171,900,000 | |||||
2022 Term Securitization [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gross advance rate | 88.30% | |||||
Maturity month and year | 2037-09 | |||||
Weighted-average interest rate | 4.60% | |||||
Proceeds from Issuance of Long-term Debt | $ 172,000,000 | |||||
2013 Term Securitization [Member] | Bluegreen [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Funding for redemption of debt | $ 4,900,000 | |||||
Syndicated Warehouse Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gross advance rate | 88% | 88% | 88% | 80% | ||
Repayments of Debt | $ 53,200,000 | |||||
Syndicated Warehouse Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | $ 80,000,000 | ||
Syndicated Warehouse Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 80,000,000 | |||||
Class A [Member] | 2022 Term Securitization [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.12% | |||||
Proceeds from Issuance of Long-term Debt | $ 71,000,000 | |||||
Class B [Member] | 2022 Term Securitization [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.61% | |||||
Proceeds from Issuance of Long-term Debt | $ 56,500,000 | |||||
Class C [Member] | 2022 Term Securitization [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.35% | |||||
Proceeds from Issuance of Long-term Debt | $ 44,500,000 | |||||
Until Expiration of Revolving Advance Period [Member] | Syndicated Warehouse Facility [Member] | One-month LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on rate | 2.25% | |||||
Until Expiration of Revolving Advance Period [Member] | Syndicated Warehouse Facility [Member] | One-month SOFR Plus [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on rate | 1.75% | |||||
After Expiration of Revolving Advance Period [Member] | Syndicated Warehouse Facility [Member] | One-month LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on rate | 3.25% | |||||
After Expiration of Revolving Advance Period [Member] | Syndicated Warehouse Facility [Member] | One-month SOFR Plus [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on rate | 2.75% |
Debt (Junior Subordinated Deben
Debt (Junior Subordinated Debentures, Narrative) (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Debt [Abstract] | |
Availabilility of line of credits/credit facilities | $ 589.2 |
Debt (Note Payable To BBX, Narr
Debt (Note Payable To BBX, Narrative) (Details) - Note Payable To BBX Capital, Inc. [Member] - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 75 | |
Interest rate | 6% | |
Deferred interest rate | 8% | |
Long-Term Debt, Gross | $ 50 |
Debt (Lines-Of-Credit And Not_2
Debt (Lines-Of-Credit And Notes Payable) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (5,534) | $ (4,230) |
Total | 116,303 | 97,125 |
Carrying amount of pledged assets | 175,515 | 208,450 |
Notes payable and other borrowings [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | (1,197) | (1,000) |
Fifth Third Syndicated LOC [Member] | ||
Debt Instrument [Line Items] | ||
Balance | 20,000 | 10,000 |
Carrying amount of pledged assets | $ 29,875 | $ 21,243 |
Interest Rate | 4.86% | 2.25% |
Fifth Third Syndicated Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Balance | $ 97,500 | $ 88,125 |
Carrying amount of pledged assets | $ 145,640 | $ 187,207 |
Interest Rate | 5.40% | 2.25% |
Debt (Receivable-Backed Notes_2
Debt (Receivable-Backed Notes Payable) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Receivable-backed notes payable - recourse | $ 21,600 | $ 22,500 | |
Unamortized debt issuance costs | (5,534) | (4,230) | |
Receivable backed notes payable - non-recourse | 348,512 | 340,154 | |
Total receivable-backed debt | 370,112 | 362,654 | |
Principal Balance of Pledged /Secured Receivable | 449,593 | 448,428 | |
Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable-backed notes payable - recourse | 21,600 | 22,500 | |
Principal Balance of Pledged /Secured Receivable | 38,173 | 33,859 | |
Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | 348,512 | 340,154 | |
Principal Balance of Pledged /Secured Receivable | 411,420 | 414,569 | |
Liberty Bank Facility [Member] | |||
Debt Instrument [Line Items] | |||
Recourse limit | 5,000 | ||
Liberty Bank Facility [Member] | Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable-backed notes payable - recourse | $ 5,000 | $ 5,000 | |
Interest Rate | 5% | 3% | |
Principal Balance of Pledged /Secured Receivable | $ 8,190 | $ 7,198 | |
Liberty Bank Facility [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | [1] | $ 6,161 | $ 17,965 |
Interest Rate | [1] | 5% | 3% |
Principal Balance of Pledged /Secured Receivable | [1] | $ 10,092 | $ 25,864 |
NBA Receivables Facility [Member] | |||
Debt Instrument [Line Items] | |||
Recourse limit | 10,000 | ||
NBA Receivables Facility [Member] | Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable-backed notes payable - recourse | $ 10,000 | $ 10,000 | |
Interest Rate | 5.37% | 3% | |
Principal Balance of Pledged /Secured Receivable | $ 18,767 | $ 15,396 | |
NBA Receivables Facility [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | [2] | $ 8,053 | $ 18,910 |
Interest Rate | [2] | 5.37% | 3% |
Principal Balance of Pledged /Secured Receivable | [2] | $ 15,113 | $ 29,114 |
Pacific Western Facility [Member] | |||
Debt Instrument [Line Items] | |||
Recourse limit | 7,500 | ||
Pacific Western Facility [Member] | Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable-backed notes payable - recourse | $ 6,600 | $ 7,500 | |
Interest Rate | 5.62% | 3% | |
Principal Balance of Pledged /Secured Receivable | $ 11,216 | $ 11,265 | |
Pacific Western Facility [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | [3] | 16,906 | |
Principal Balance of Pledged /Secured Receivable | [3] | 25,394 | |
Syndicated Warehouse Facility [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | 42,994 | ||
Principal Balance of Pledged /Secured Receivable | 53,623 | ||
Quorum Purchase Facility [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | 15,022 | 19,425 | |
Principal Balance of Pledged /Secured Receivable | 17,488 | 22,690 | |
2013 Term Securitization [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | $ 6,023 | ||
Interest Rate | 3.20% | ||
Principal Balance of Pledged /Secured Receivable | $ 6,965 | ||
2015 Term Securitization [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | $ 9,350 | $ 14,163 | |
Interest Rate | 3.02% | 3.02% | |
Principal Balance of Pledged /Secured Receivable | $ 10,337 | $ 15,009 | |
2016 Term Securitization [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | $ 17,956 | $ 24,727 | |
Interest Rate | 3.35% | 3.35% | |
Principal Balance of Pledged /Secured Receivable | $ 19,898 | $ 27,166 | |
2017 Term Securitization [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | $ 28,873 | $ 37,430 | |
Interest Rate | 3.12% | 3.12% | |
Principal Balance of Pledged /Secured Receivable | $ 32,872 | $ 42,452 | |
2018 Term Securitization [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | $ 42,792 | $ 53,919 | |
Interest Rate | 4.02% | 4.02% | |
Principal Balance of Pledged /Secured Receivable | $ 49,031 | $ 61,269 | |
2020 Term Securitization [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | $ 73,794 | $ 91,922 | |
Interest Rate | 2.60% | 2.60% | |
Principal Balance of Pledged /Secured Receivable | $ 84,631 | $ 105,023 | |
2022 Term Securitization [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Receivable backed notes payable - non-recourse | $ 152,045 | ||
Interest Rate | 4.60% | ||
Principal Balance of Pledged /Secured Receivable | $ 171,958 | ||
Minimum [Member] | Quorum Purchase Facility [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 4.95% | 4.95% | |
Maximum [Member] | Quorum Purchase Facility [Member] | Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 5.10% | ||
Maximum [Member] | Quorum Purchase Facility [Member] | Non-Recourse Receivable Backed Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 5.10% | ||
[1] Recourse on the Liberty Bank Facility is generally limited to $ 5.0 million, subject to certain exceptions. Recourse on the NBA Receivables Facility is generally limited to $ 10.0 million, subject to certain exceptions. Recourse on the Pacific Western Facility is generally limited to $ 7.5 million, subject to certain exceptions. |
Debt (Junior Subordinated Deb_2
Debt (Junior Subordinated Debentures Outstanding) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Carrying Value | $ 135,732 | $ 134,940 |
Unamortized debt issuance costs | (5,534) | (4,230) |
Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Carrying Value | 135,732 | 134,940 |
Unamortized debt issuance costs | (932) | (985) |
Unamortized purchase discount | (34,233) | (34,972) |
Woodbridge [Member] | Woodbridge - Levitt Capital Trust I-IV [Member] | Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Carrying Value | 66,302 | 66,302 |
Bluegreen [Member] | Bluegreen Statutory Trust I-VI [Member] | Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Carrying Value | $ 104,595 | $ 104,595 |
Minimum [Member] | Woodbridge [Member] | Woodbridge - Levitt Capital Trust I-IV [Member] | Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Effective rate | 6.05% | 3.93% |
Maturity Years | 2035 | |
Minimum [Member] | Bluegreen [Member] | Bluegreen Statutory Trust I-VI [Member] | Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Effective rate | 7.10% | 4.93% |
Maturity Years | 2035 | |
Maximum [Member] | Woodbridge [Member] | Woodbridge - Levitt Capital Trust I-IV [Member] | Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Effective rate | 6.58% | 4.07% |
Maturity Years | 2036 | |
Maximum [Member] | Bluegreen [Member] | Bluegreen Statutory Trust I-VI [Member] | Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Effective rate | 7.63% | 5.12% |
Maturity Years | 2037 | |
LIBOR [Member] | Minimum [Member] | Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 3.80% | |
LIBOR [Member] | Maximum [Member] | Junior Subordinated Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on rate | 4.90% |
Fair Value Of Financial Instr_3
Fair Value Of Financial Instruments (Carrying Amounts of Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 162,667 | $ 140,225 |
Restricted cash | 41,528 | 42,854 |
Notes receivable, net | 522,410 | 446,322 |
Lines-of-credit, notes payable, and receivable-backed notes payable | 486,415 | 459,779 |
Junior subordinated debentures | 135,732 | 134,940 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 162,667 | 140,225 |
Restricted cash | 41,528 | 42,854 |
Notes receivable, net | 674,892 | 607,881 |
Lines-of-credit, notes payable, and receivable-backed notes payable | 479,000 | 463,300 |
Junior subordinated debentures | 96,000 | 133,500 |
Note Payable To BBX Capital, Inc. [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Note payable to BBX Capital, Inc. | 50,000 | 50,000 |
Note Payable To BBX Capital, Inc. [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Note payable to BBX Capital, Inc. | $ 45,535 | $ 50,340 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 02, 2021 USD ($) | Oct. 07, 2019 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) | Jan. 31, 2020 USD ($) | Jun. 30, 2019 USD ($) item | Sep. 30, 2022 USD ($) $ / item item | Sep. 30, 2022 USD ($) $ / item item | Sep. 30, 2021 USD ($) | Dec. 31, 2015 | Aug. 30, 2020 item | Nov. 20, 2019 USD ($) | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
Accrued claims | $ 7,300,000 | $ 7,700,000 | $ 7,700,000 | |||||||||
Payments to subsidies | 10,300,000 | $ 11,200,000 | ||||||||||
Accrued liabilities and other | 100,131,000 | $ 115,768,000 | $ 115,768,000 | |||||||||
Average annual default rates | 7.70% | 6.90% | ||||||||||
Purchase period, from lawsuit | 6 years | |||||||||||
Number of VOI owners in litigation | item | 100 | |||||||||||
Subsidies To Certain HOAs [Member] | ||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
Accrued liabilities and other | 0 | $ 10,400,000 | $ 10,400,000 | |||||||||
Maximum [Member] | ||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
Cancellation and refund period for vacation packages sold | 45 days | |||||||||||
Bass Pro [Member] | ||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
Litigation settlement | $ 20,000,000 | |||||||||||
Settlement agreement, number of annual payments | item | 5 | |||||||||||
Settlement agreement, payment amount | 4,000,000 | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | ||||||||
Number of stores requiring a fixed annual fee | item | 59 | |||||||||||
Cabela [Member] | ||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
Number of stores requiring a fixed annual fee | item | 60 | |||||||||||
Bass Pro And Cabela [Member] | ||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
Settlement agreement, payment amount | $ 70,000 | |||||||||||
Settlement agreement, fixed fee | $ 8,300,000 | |||||||||||
Settlement agreement, amount unamortized | 2,100,000 | 2,100,000 | ||||||||||
Settlement agreement, fixed fee expensed | $ 2,100,000 | $ 6,000,000 | ||||||||||
Payment per vacation package sold | $ / item | 32 | |||||||||||
Contribution To Foundation Per Net Package Sold | $ / item | 5 | 5 | ||||||||||
Contribution Annual Minimum | $ 700,000 | |||||||||||
Reduction of traffic in stores percentage | 25% | |||||||||||
Number of stores vacation packages are sold | item | 128 | 128 | ||||||||||
New York Urban [Member] | ||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
Damages sought from lawsuit | $ 70,000,000 | |||||||||||
Damages sought from agreement termination | $ 50,000,000 | |||||||||||
Management fee not paid | $ 6,500,000 | |||||||||||
New York Urban [Member] | Minimum [Member] | ||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
Damages sought from lawsuit | $ 10,000,000 | |||||||||||
Notes Receivable Secured By VOIs [Member] | ||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||
VOI sales volume, percentage | 18% | 18% | ||||||||||
Average annual default rates | 6.60% |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Purchase and retirement of shares, value | $ 23,613 | $ 26,122 | $ 4,702 | $ 20,872 | ||||
Repurchase Program 2021 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Purchase and retirement of shares, value | $ 20,900 | $ 20,900 | ||||||
Repurchase of shares under program | $ 8,300 | $ 8,300 | ||||||
Class A Common Stock [Member] | Repurchase Program 2021 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Purchase and retirement of common stock, shares | 843,000 | 988,000 | 1,912,000 | 988,000 | ||||
Purchase and retirement of shares, value | $ 23,600 | $ 54,400 | ||||||
Class B Common Stock [Member] | Repurchase Program 2021 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Purchase and retirement of common stock, shares | 19,000 | 19,000 | ||||||
Class A and B Common Shares [Member] | Repurchase Program 2021 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share repurchase program, value | $ 40,000 | |||||||
Stock Repurchase Increase in Authorized Amount | $ 50,000 | |||||||
Unvested Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized | 1,333,995 | 1,531,561 | 1,333,995 | 1,531,561 | ||||
Unvested Restricted Stock [Member] | Class A Common Stock [Member] | Incentive Plan 2021 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized | 2,000,000 | 2,000,000 |
Equity (Restricted Stock And St
Equity (Restricted Stock And Stock Option Activity, Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Unvested Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized | 1,333,995 | 1,531,561 | 1,333,995 | 1,531,561 | |||
Recognized tax benefit associated with the compensation expense | $ 0 | ||||||
Compensation costs recognition period | 4 years 7 months 17 days | ||||||
Number of shares granted | 208,035 | 468,439 | |||||
Unrecognized compensation cost | $ 12,300,000 | $ 12,300,000 | |||||
Aggregate fair value | $ 6,200,000 | $ 9,700,000 | |||||
Compensation expense | $ 800,000 | $ 500,000 | $ 2,400,000 | $ 600,000 | |||
Incentive Plan 2021 [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards vesting period | 4 years | ||||||
Number of shares granted | 154,679 | 275,939 | |||||
Incentive Plan 2021 [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted | 53,356 | 192,500 | |||||
Incentive Plan 2021 [Member] | Unvested Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted | 468,439 | ||||||
Incentive Plan 2021 [Member] | Unvested Restricted Stock [Member] | Class A Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized share repurchase program | 1,333,995 | 1,333,995 | |||||
Certain Executive Officers and Employees [Member] | Incentive Plan 2021 [Member] | Unvested Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized | 208,035 | 208,035 |
Equity (Summary Of Non-Vested R
Equity (Summary Of Non-Vested Restricted Stock And Restricted Stock Units) (Details) - Unvested Restricted Stock [Member] | 9 Months Ended | |
Sep. 30, 2022 $ / shares shares | Sep. 30, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested balance outstanding, beginning of period | 460,470 | |
Granted | 208,035 | 468,439 |
Forfeited | (2,500) | |
Unvested balance outstanding, end of period | 666,005 | 468,439 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 20.72 | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 29.80 | $ 20.72 |
Per Share Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 20.72 | |
Per Share Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 23.56 | $ 20.72 |
Available for grant | 1,333,995 | 1,531,561 |
Equity (Restricted Stock Awards
Equity (Restricted Stock Awards, Grants In Period, Weighted Average Grant Date Fair Value) (Details) - $ / shares | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | ||
Unvested Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | 208,035 | 468,439 | |||
Per Share Weighted Average Grant Date Fair Value | $ 29.80 | $ 20.72 | |||
Incentive Plan 2021 [Member] | 1/19/2022 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | [1] | 208,035 | |||
Per Share Weighted Average Grant Date Fair Value | [1] | $ 29.80 | |||
Requisite Service Period | [1] | 4 years | |||
Incentive Plan 2021 [Member] | 6/3/2021 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | [2] | 468,439 | |||
Per Share Weighted Average Grant Date Fair Value | [2] | $ 20.72 | |||
Requisite Service Period | [2] | 4 years | |||
Incentive Plan 2021 [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | 154,679 | 275,939 | |||
Incentive Plan 2021 [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | 53,356 | 192,500 | |||
Incentive Plan 2021 [Member] | Unvested Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | 468,439 | ||||
[1] 154,679 of the shares granted are scheduled to vest ratably in annual installments over 4 years and 53,356 of the shares granted are scheduled to cliff vest in January 2026, in each case subject to the terms and conditions of the 2021 Plan and the applicable award agreement. 275,939 of the shares granted are scheduled to cliff vest in June 2025 and 192,500 of the shares granted are scheduled to cliff vest in June 2031, in each case subject to the terms and conditions of the 2021 Plan and the applicable award agreement. |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes [Abstract] | ||||
Effective income tax rate | 27% | 26% | 27% | 27% |
Recognized interest or penalties | $ 0 | $ 0 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares of unvested restricted stock awards were included/excluded in computation as (anti) dilutive | 130,776 | 17,693 | 162,579 | 220,963 |
Earnings Per Share (Schedule Of
Earnings Per Share (Schedule Of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Earnings Per Share [Abstract] | |||||
Net income attributable to shareholders | $ 22,964 | $ 23,127 | $ 56,736 | $ 45,602 | |
Basic weighted average number of common shares outstanding | 19,101 | 21,709 | 20,029 | 20,660 | |
Basic EPS | [1] | $ 1.20 | $ 1.07 | $ 2.83 | $ 2.21 |
Dilutive effect of restricted stock awards | 131 | 18 | 162 | 0 | |
Diluted weighted average number of common shares outstanding | 19,232 | 21,727 | 20,191 | 20,660 | |
Diluted EPS | [1] | $ 1.19 | $ 1.06 | $ 2.81 | $ 2.21 |
[1] Basic and Diluted EPS are calculated the same for both Class A and B common shares. |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Abdo Companies Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, purchases from related party | $ 38,000 | $ 38,000 | $ 153,000 | $ 115,000 | |
BBX [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management services expenses | 300,000 | 100,000 | 1,300,000 | $ 600,000 | |
Accrued service fees | 400,000 | $ 400,000 | $ 0 | ||
BBX Capital, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Transition Services Agreement, reimbursement | $ 100,000 | $ 100,000 | |||
President And CEO [Member] | Class A and B Common Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percent of voting power | 80% | 80% |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | ||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | $ 224,737 | $ 193,587 | $ 609,183 | $ 494,165 | |||||
Other income, net | 296 | 774 | 157 | ||||||
Total revenues | 250,836 | 214,518 | 681,463 | 554,109 | |||||
General and administrative expenses | 152,881 | 132,496 | 421,339 | 338,246 | |||||
Other expense, net | 121 | ||||||||
Interest income (other than interest earned on VOI notes receivable) | [1] | 25,803 | 20,931 | 71,506 | 59,787 | ||||
Interest expense - corporate | (10,822) | (8,660) | (28,935) | (27,271) | |||||
Provision for income taxes | 8,586 | 7,975 | 20,948 | 16,858 | |||||
Net income | 27,646 | $ 21,836 | $ 19,208 | 27,317 | $ 23,879 | $ 5,504 | 68,690 | 56,700 | |
Net income attributable to BFC | 22,964 | 23,127 | 56,736 | 45,602 | |||||
General And Adminitrative Expense Of Share-Based Compensation | 800 | 500 | 2,400 | 600 | |||||
Total costs and expenses | 214,604 | 179,226 | $ 591,825 | 480,551 | |||||
Number of reportable segments | segment | 2 | ||||||||
Reportable Segments [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | 251,373 | 215,673 | $ 683,762 | 557,500 | |||||
Segment Adjusted EBITDA | [2] | 65,848 | 68,655 | 180,422 | 165,374 | ||||
General and administrative expenses | [3] | 22,313 | 24,399 | 69,871 | 69,547 | ||||
Depreciation and amortization | (1,844) | (1,706) | (5,522) | (4,937) | |||||
Severance | (2,403) | (2,403) | |||||||
Other expense, net | 296 | (121) | 774 | 157 | |||||
Interest expense - corporate | (6,053) | (4,811) | (16,656) | (15,353) | |||||
Provision for income taxes | (8,586) | (7,975) | (20,948) | (16,858) | |||||
Net income | 27,646 | 27,317 | 68,690 | 56,700 | |||||
Less: Net income attributable to Non-controlling interests | (4,682) | (4,190) | (11,954) | (11,098) | |||||
Net income attributable to BFC | 22,964 | 23,127 | 56,736 | 45,602 | |||||
Corporate Expenses & Other [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | 594 | 77 | 1,265 | 424 | |||||
Eliminations [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | (1,131) | (1,232) | (3,564) | (3,815) | |||||
Sales Of VOIs And Financing [Member] | Reportable Segments [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | 199,794 | 168,784 | 540,475 | 424,249 | |||||
Segment Adjusted EBITDA | [2] | 43,953 | 47,017 | 117,053 | 106,477 | ||||
Resort Operations And Club Management [Member] | Reportable Segments [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | 30,860 | 28,190 | 88,337 | 82,392 | |||||
Segment Adjusted EBITDA | [2] | 21,895 | 21,638 | 63,369 | 58,897 | ||||
Sales of VOIs [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | [4] | 155,218 | 107,383 | 398,506 | 255,126 | ||||
Sales of VOIs [Member] | Reportable Segments [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Interest income (other than interest earned on VOI notes receivable) | 25,500 | 20,900 | 71,000 | 59,500 | |||||
Fee-Based Sales Commission Revenue [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | [4] | 14,241 | 35,585 | 57,174 | 96,921 | ||||
Other Fee-Based Services Revenue [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | 34,559 | 31,920 | 98,553 | 91,259 | |||||
Total costs and expenses | 15,377 | 11,768 | 41,732 | 44,500 | |||||
Cost Reimbursements [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | [5] | 20,719 | 18,699 | 54,950 | 50,859 | ||||
Total costs and expenses | 20,719 | 18,699 | 54,951 | 50,859 | |||||
Cost Reimbursements [Member] | Reportable Segments [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenues | [6] | 20,719 | 18,699 | 54,950 | 50,859 | ||||
Interest Income [Member] | Reportable Segments [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Interest income (other than interest earned on VOI notes receivable) | $ 298 | $ 77 | $ 491 | $ 267 | |||||
[1] Interest income of $ 25.5 million and $ 20.9 million for the three months ended September 30, 2022 and 2021, respectively, and $ 71.0 million and $ 59.5 million for the nine months ended September 30, 2022 and 2021, respectively, are included in the Company’s sales of VOIs and financing segment described in Note 14. See Management’s Discussion and Analysis of Financial Condition and Results of Operations for information regarding Adjusted EBITDA, including the definition of Adjusted EBITDA. Included in general and administrative expenses for the three and nine months ended September 30, 2022 is $ 0.8 million and $ 2.4 million, respectively, of share-based compensation. There was $ 0.5 million and $ 0.6 million of share-based compensation expense during the three and nine months ended September 30, 2021, respectively. Included in the Company’s sales of VOIs and financing segment described in Note 14. Included in the Company’s resort operations and club management segment described in Note 14. Cost reimbursement revenue and expense net to zero and are excluded from the computation of adjusted EBITDA below. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
Oct. 19, 2022 | Oct. 04, 2022 | Nov. 30, 2022 | Jan. 31, 2022 | Jun. 30, 2021 | |
Subsequent Event [Member] | Panama City Beach Golf & Spa Resort [Member] | |||||
Subsequent Event [Line Items] | |||||
Asset acquisition price | $ 78 | ||||
Fifth Third Syndicated Line of Credit [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from borrowings | $ 50 | ||||
NBA Panama Loan [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Percentage of advances amount to be granted | 70% | ||||
Proceeds from borrowings | $ 54.5 | ||||
Advance period | 36 months | ||||
Maturity month and year | 2027-10 | ||||
Floor rate | 2.40% | ||||
Recourse percentage of principal and interest outstanding | 30% | ||||
NBA Panama Loan [Member] | Subsequent Event [Member] | SOFR Plus [Member] | |||||
Subsequent Event [Line Items] | |||||
Basis spread on rate | 2.25% | ||||
Class A and B Common Shares [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash dividend per share | $ 0.15 | ||||
Aggregate cash dividends payable | $ 2.9 | ||||
Cash dividends record date | Nov. 07, 2022 | ||||
Non-Revolving Acquisition Loan [Member] | NBA Panama Loan [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing capacity | $ 96.6 | ||||
Unvested Restricted Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate fair value | $ 6.2 | $ 9.7 | |||
Unvested Restricted Stock [Member] | Class A Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares granted | 237,500 | ||||
Aggregate fair value | $ 4.2 |