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Bluegreen Vacations Corporation Reports Fourth Quarter and Full Year 2018 Results

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FORT LAUDERDALE, Fla., Feb. 22, 2019 (GLOBE NEWSWIRE) -- BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB) ("BBX Capital"), announced that Bluegreen Vacations Corporation (NYSE: BXG), which is 90% owned by BBX Capital, issued the following press release.  Please see the Bluegreen press release below.

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BBX Capital Corporation Investor Relations Contact:
Leo Hinkley, Managing Director, Investor Relations Officer
Phone: 954-940-5300
Email: LHinkley@BBXCapital.com


BLUEGREEN VACATIONS CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2018 RESULTS

BOCA RATON, Florida (February 22, 2019) – Bluegreen Vacations Corporation (NYSE: BXG) ("Bluegreen" or the “Company") today reported its fourth quarter and full year 2018 financial results.

4Q18 Highlights:

  • Earnings Per Share (“EPS”) of $0.27, compared to $0.91 in the prior year quarter. The fourth quarter of 2017 included a $0.66 per share income tax benefit as a result of the impact of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).
  • Net income attributable to shareholders was $19.8 million, compared to $66.4 million in the prior year quarter.  The fourth quarter of 2017 included a $47.7 million income tax benefit as a result of the impact of the Tax Act.
  • Adjusted EBITDA of $31.7 million, compared to $35.5 million in the prior year quarter.
  • Total revenue of $173.7 million, compared to $177.9 million in the prior year quarter.
  • System-Wide Sales of Vacation Ownership Interests (VOIs) of $146.0 million, compared to $151.9 million in the prior year quarter.
  • Completed a $117.7 million securitization of vacation ownership loans with a fixed, weighted-average interest rate coupon of 4.02%.

Full Year 2018 Highlights:

  • EPS of $1.18, compared to $1.77 in the prior year. 2017 included a $0.66 per share income tax benefit as a result of the impact of the Tax Act.
  • Net income attributable to shareholders was $88.0 million, compared to $126.6 million in the prior year.  The full year 2017 included a $47.7 million income tax benefit as a result of the impact of the Tax Act.
  • Adjusted EBITDA of $141.8 million, compared to $150.3 million in the prior year.
  • Total revenue of $738.3 million, compared to $723.1 million in the prior year, a 2.1% increase from the prior year.
  • System-Wide Sales of VOIs of $624.1 million, compared to $619.3 million a 0.8% increase from the prior year.
  • Expanded inventory sources through: (i) the acquisition of The Éilan Hotel and Spa in San Antonio, Texas for approximately $34.3 million, (ii) a fee-based service agreement at The Marquee in New Orleans, Louisiana, and (iii) an exclusive agreement to acquire inventory at The Manhattan Club, a residence-style boutique hotel in Midtown Manhattan.

“In 2018 we continued to build our platform with a view toward positioning Bluegreen Vacations for growth in the coming years,” said Shawn B. Pearson, Chief Executive Officer and President. “To that end, we upgraded our sales and inventory technology systems, expanded our digital capabilities and made additions to our executive team who will enhance our partnerships and marketing programs. We also increased our resort network in highly attractive markets including San Antonio, New Orleans and New York City and look forward to realizing the benefits as our new sales centers open and mature. While we expect more significant growth in the latter part of 2019, we anticipate that our early 2019 sales growth will be similar to that achieved in 2018. We believe that our solid balance sheet, capital-light business model with attractive cash flow and low leverage, along with ongoing demand for our vacation ownership resorts, positions Bluegreen for solid long-term performance.”


Financial Results
(dollars in millions, except per share data)

                                   
  Three Months Ended December 31,     Year Ended December 31,  
  2018     2017     Change   2018     2017     Change
                                   
Total revenue $  173.7     $  177.9      (2.4 ) %   $  738.3     $  723.1      2.1   %
Income before non-controlling interest and provision for income taxes $  26.2     $  28.9      (9.3 ) %   $  128.9     $  137.0      (5.9 ) %
Net income attributable to shareholders $  19.8     $  66.4      (70.2 ) %   $  88.0     $  126.6      (30.5 ) %
Earnings per share basic and diluted $  0.27     $  0.91      (70.3 ) %   $  1.18     $  1.77      (33.3 ) %
Adjusted EBITDA $  31.7     $  35.5      (10.7 ) %   $  141.8     $  150.3      (5.7 ) %
Capital-light revenue(1) as a percentage of total revenue   74.0 %     58.9 %    1,510   bp     71.0 %     69.0 %    200   bp

(1) Bluegreen's "capital-light" revenue includes revenue from the sales of VOIs under fee-based sales and marketing arrangements, just-in-time inventory acquisition arrangements, and secondary market arrangements, as well as other fee-based services revenue and cost reimbursements revenue.

Total Revenue for the three months ended December 31, 2018 was $173.7 million, compared to $177.9 million in the prior year period, primarily due to decreases in VOI sales and an increase in the provision for loan losses as discussed more fully under “Segment Results” below.  Adjusted EBITDA was $31.7 million in the fourth quarter of 2018 compared to $35.5 million in the fourth quarter of 2017, primarily due to lower total revenue and higher net carrying cost of inventory.

Corporate & Other expenses were $19.0 million in the fourth quarter of 2018 compared to $18.8 million in the fourth quarter of 2017. The slight year over year increase was due to a number of factors including ongoing higher outside legal expenses in connection with our decision to vigorously defend claims which the Company believes to be frivolous; increased depreciation expense in connection with the acquisition of information technology assets to support the Company’s growth; and investor and public relations activities related expenses.

In terms of segment results, growth in the Company’s Resort Operations and Club Management segment was offset by results in the Sales of VOI and Financing segment, as more fully described below.

Segment Results
Sales of VOIs and Financing Segment
(dollars in millions, except per guest and per transaction amounts)

                                   
  Three Months Ended December 31,     Year Ended December 31,  
  2018     2017     Change   2018     2017     Change
                                   
System-wide sales of VOIs $  146.0     $  151.9      (3.9 ) %   $  624.1     $  619.3      0.8   %
Segment adjusted EBITDA $  36.8     $  44.5      (17.3 ) %   $  173.7     $  181.6      (4.4 ) %
Number of total guest tours    55,958        58,570      (4.5 ) %      238,141        252,257      (5.6 ) %
Average sales price per transaction $  16,085     $  15,135      6.3   %   $  15,692     $  15,365      2.1   %
Sales to tour conversion ratio   16.3 %     17.2 %    (5.2 ) %     16.8 %     16.1 %    4.3   %
Sales volume per guest ("VPG") $  2,624     $  2,601      0.9   %   $  2,642     $  2,479      6.6   %
Selling and marketing expenses, as a                                  
% of system-wide sales of VOIs   50.5 %     51.1 %    (60 ) bp     49.3 %     51.6 %    (230 ) bp
Provision for loan losses   20.7 %     16.4 %    430   bp     16.8 %     16.1 %    70   bp
Cost of VOIs sold   6.8 %     9.6 %    (280 ) bp     9.4 %     7.3 %    210   bp

During the fourth quarter of 2018, system-wide sales of VOIs were $146.0 million, compared to $151.9 million in the fourth quarter of 2017. The decrease in sales reflected the decrease in guest tours, partially offset by a slightly higher average sales volume per guest (“VPG”).  For the full year, system-wide sales of VOIs were up 0.8% to $624.1 million compared to $619.3 million in 2017.

Average sales volume per guest and average sales price per transaction increased 0.9% and 6.3%, respectively, during the fourth quarter of 2018 compared to the fourth quarter of 2017, while guest tours declined by 4.5% in the fourth quarter of 2018 and declined 5.6% for the full year in the fourth quarter of 2018 compared to the comparable prior year periods. We believe a key driver of these year over year changes is the Company’s ongoing initiatives to screen the credit qualifications of potential marketing guests which has resulted in improved efficiencies in the sales process, at the cost of a lower number of tours.

Provision for loan losses increased to 20.7% of gross VOI sales, compared to 16.4% in the prior year fourth quarter. The year over year increase was driven primarily by continued attorney cease and desist activity which resulted in required changes in estimated losses on prior year period originations. The charge related to prior period originations was approximately $3.7 million.  The Company believes that its zero-tolerance strategy and further steps to address this situation in 2019, should ultimately result in a reduction of cease and desist activity.

Fee-based sales commission revenue was $48.8 million in the fourth quarter of 2018, compared to $50.3 million in the fourth quarter of 2017. The year over year change reflected lower sales of third-party VOI inventory and slightly lower commission rates.

In the fourth quarter of 2018, cost of VOIs sold represented 6.8% of sales of VOIs compared to 9.6% in the fourth quarter of 2017. During the fourth quarter of 2018, cost of VOIs sold were comparatively lower as result of a $3.6 million favorable GAAP adjustment relating to a price increase implemented in 2018. Purchases of secondary market inventory that were temporarily suspended in the third quarter of 2018 resumed during the fourth quarter of 2018.

Financing revenue, net of financing expense, was $14.6 million in the fourth quarter of 2018, compared to $15.4 million in the fourth quarter of 2017. The year over year change reflected the Company’s higher cost of borrowing, and lower weighted average interest rates on VOI notes receivable as a result of the Company’s implementation of “risk-based pricing” based on each customer’s FICO score.

Net carrying cost of inventory increased $3.3 million in the fourth quarter of 2018 compared to the fourth quarter of 2017, primarily due to the carrying cost associated with the Éilan Hotel and Spa, which was acquired in April 2018.

Selling and marketing expenses in the fourth quarter of 2018 decreased on an absolute basis and as a percentage of system-wide sales due in part to a higher percentage of sales to the Company’s existing owners and the reduction of certain fixed selling and marketing expenses in connection with the corporate realignment initiative commenced during the fourth quarter of 2017. Selling and marketing expenses in the fourth quarter of 2017 included a $4.8 million, one-time payment to Bass Pro, Inc. (“Bass Pro”) as well as $1.2 million of severance costs, both of which were added back to Segment Adjusted EBITDA, with no such material expenses in the fourth quarter of 2018.

The Company has continued to meet with Bass Pro’s leadership in an effort to resolve the issues which arose between the parties in 2017 and 2018. Although the resolution of the outstanding issues with Bass Pro has taken a great deal longer than the Company had hoped, the Company believes it is diligently working towards a mutually beneficial agreement. While there is no assurance that a resolution will be reached, the Company remains optimistic that it will achieve a resolution of the outstanding issues. The Company is hopeful that the resolution will address the timing of entry into the Cabela’s stores and an extension of the parties’ agreements. If reached, the resolution may include a restructuring of the amount and timing of compensation paid to Bass Pro. In the meantime, the Company continues to execute its vacation package marketing strategy under its current agreement with Bass Pro, including the recent opening of a Bluegreen kiosk in the new Bass Pro location at the Silverton Casino in Las Vegas and to add another in-store sales kiosk location in Rogers, Arkansas in the second quarter.  At Bluegreen/Big Cedar Vacations, LLC (the “Joint Venture”), the Joint Venture has commenced construction of cabins at the Wilderness Club at Big Cedar resort in the normal course of business. 

Resort Operations and Club Management Segment
(dollars in millions)

                                   
  Three Months Ended December 31,   Year Ended December 31,
  2018   2017   % Change   2018   2017   % Change
                                   
Resort operations and club management revenue $  41.1   $  36.5    12.4 %   $  168.4   $  149.7    12.4 %
Segment adjusted EBITDA $  12.5   $  11.4    9.5 %   $  50.6   $  43.4    16.6 %
Resorts managed    50     48    4.2 %     50     48    4.2 %

In the fourth quarter of 2018, resort operations and management club revenue increased by $4.6 million, or 12.4%, to $41.1 million from the prior year quarter. The increase was driven in part by the additional resorts managed at the end of the fourth quarter of 2018 compared to 2017, as well as fee increases under certain management contracts. Segment adjusted EBITDA grew by 9.5% to $12.5 million.

Acquisition Activity

During 2018, the Company completed three transactions which added resorts to its network.

  • The Marquee in New Orleans, LA. In March, the Company entered into a fee-based service agreement with Marquee Developer, LLC, owner and developer, of The Marquee, which is expected to add 94 units of resort inventory.  The Marquee resort VOIs will be sold through The Bluegreen Vacation Club, and will be available for Vacation Club guests in 2019. The Company opened a 5,400 square foot sales office at The Marquee in December 2018.
  • The Éilan Hotel & Spa in San Antonio, Texas. In April the Company acquired the Éilan Hotel & Spa for approximately $34.3 million, and has opened a 11,320 square foot sales office at the Éilan Hotel & Spa.  The Éilan is a 165-guest room, boutique hotel featuring a 10-treatment-room spa, resort-style pools, a state-of-the-art fitness center, tennis courts and virtual golf.
  • The Manhattan Club in New York City. In July, the Company entered into an exclusive agreement to acquire the remaining VOI inventory at The Manhattan Club under Bluegreen’s “capital-light” Secondary Market program through periodic purchases over time. The Manhattan Club is 31 stories, boasts a modern fitness center, business center, Owners’ lounge and 296 penthouse, one-bedroom – two bath suites, and executive suites.

Balance Sheet and Liquidity

As of December 31, 2018, unrestricted cash and cash equivalents totaled $219.4 million. Bluegreen had availability of approximately $193.3 million under its receivable-backed purchase and credit facilities, inventory lines of credit and corporate credit line as of December 31, 2018, subject to eligible collateral and the terms of the facilities, as applicable.  The Company’s net debt-to-EBITDA as of December 31, 2018 was only 0.17x (excluding receivable-backed notes payable).

In October, the Company completed a $117.7 million securitization of investment-grade vacation ownership loan-backed notes with a fixed, weighted-average interest rate coupon of 4.02%. Proceeds from the notes sale were primarily used to pay down the balance on certain of the Company’s receivable-backed debt facilities and the remainder was used for general corporate purposes.

Free cash flow, which the Company defines as cash flow from operating activities, less capital expenditures, was $44.3 million for the year ended December 31, 2018, compared to $51.9 million for the year ended December 31, 2017. The decrease in free cash flow was primarily attributable to sales office expansions, increased information technology spending, acquisition and development of traditional inventory, and decreased working capital, partially offset by lower income tax payments and lower purchases of secondary market and just-in-time inventories.

In November, the Company’s Board of Directors approved a share repurchase program which authorizes the repurchase of up to 3,000,000 shares of the Company’s Common Stock at an aggregate cost of no more than $35.0 million. The program authorizes the Company, in management’s discretion, to repurchase shares from time to time subject to market conditions and other factors. Through December 31, 2018, the Company had repurchased 288,532 shares for a total cost of $4.0 million.

Dividend

On January 14, 2019, Bluegreen’s Board of Directors declared a quarterly common stock cash dividend of $0.17 per share. The dividend is payable February 15, 2019 to shareholders of record as of the close of trading on January 31, 2019. This dividend represents a 13.3% increase in the Company’s 2018 quarterly dividend rate of $0.15 per share.

Fourth Quarter 2018 Webcast

The Company has provided a pre-recorded business update and management presentation via webcast link, indicated below, in the Investor Relations section of its website at ir.bluegreenvacations.com. A transcript will also be available simultaneously with the webcast.  The webcast and supplemental management presentation can be accessed on the Investor Relations section of Bluegreen Vacations’ website at ir.bluegreenvacations.com. The pre-recorded presentation can also be accessed at 1-844-512-2921 (domestic) and 1-412-317-6671 (international) and entering pin number 1132845.  The business update via dial-in will be available through midnight Friday, March 22, 2019.  A transcript will also be available simultaneously with the webcast.

Forward-Looking Statements:
Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, are forward-looking statements.  Forward-looking statements are based on current expectations of management and can be identified by the use of words such as “believe”, “may”, “could”, “should”, “plans”, “anticipates”, “intends”, “estimates”, “expects”, and other words and phrases of similar impact.  Forward-looking statements involve risks, uncertainties and other factors, many of which are beyond our control, that may cause actual results or performance to differ from those set forth or implied in the forward-looking statements. These risks and uncertainties include, without limitation, risks relating to our ability to successfully implement our strategic plans and initiatives; generate earnings and long-term growth; improve our digital capabilities, including our virtual reality technology; complete sales office expansions when planned or at all and that such expansions will be profitable; and risks that our marketing alliances will not contribute to  growth or be profitable or that issues with our strategic partners will not be successfully resolved; dividend payments and stock buyback activity will continue at current levels, if at all, and the additional risks and uncertainties described in Bluegreen's filings with the Securities and Exchange Commission, including, without limitation, those described in the “Risk Factors” section of Bluegreen’s Annual Report on Form 10-K for the year ended December 31, 2018 which is expected to be filed on or about March 1, 2019.  Bluegreen cautions that the foregoing factors are not exclusive. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. Bluegreen does not undertake, and specifically disclaims any obligation, to update or supplement any forward-looking statements.

Non-GAAP Financial Measures:
The Company refers to certain non-GAAP financial measures in this press release, including system-wide sales of VOIs, Adjusted EBITDA, adjusted EPS and free cash flow.  Please see the supplemental tables and definitions attached herein for additional information and reconciliation of such non-GAAP financial measures.

About Bluegreen Vacations Corporation: 
Bluegreen Vacations Corporation (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests (VOIs) and manages resorts in top leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with approximately 216,000 owners, 69 Club and Club Associate Resorts and access to more than 11,000 other hotels and resorts through partnerships and exchange networks as of December 31, 2018. Bluegreen Vacations also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services, to or on behalf of third parties. Bluegreen is approximately 90% owned by BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB), a diversified holding company. For further information, visit www.BluegreenVacations.com.

About BBX Capital Corporation:
BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB), is a Florida-based diversified holding company whose activities include its 90% ownership interest in Bluegreen Vacations Corporation (NYSE: BXG) as well as its real estate and middle market divisions. For additional information, please visit www.BBXCapital.com

Contact:
Bluegreen Vacations Corporation Media Relations:
Nikki Sacks, 203-682-8263 or Evelyn Infurna, 203-682-8265
Email: bluegreenvac@icrinc.com


BLUEGREEN VACATIONS CORPORATION 
CONSOLIDATED STATEMENTS OF INCOME 
AND COMPREHENSIVE INCOME 
(In thousands, except for per share data)

                         
    For the Three Months Ended    
    December 31,   For the Years Ended
    Unaudited
  December 31,
    2018     2017     2018     2017  
Revenue:                        
Gross sales of VOIs   $  74,192     $  78,829     $  305,530     $  288,414  
Provision for loan losses      (15,379 )      (12,906 )      (51,305 )      (46,397 )
Sales of VOIs      58,813        65,923        254,225        242,017  
                         
Fee-based sales commission revenue      48,841        50,343        216,422        229,389  
Other fee-based services revenue      28,552        28,377        118,024        111,819  
Cost reimbursements      15,375        11,979        62,534        52,639  
Interest income      22,143        21,203        85,914        86,876  
Other income, net      —        432        1,201        312  
Total revenue      173,724        178,257        738,320        723,052  
                         
Costs and expenses:                        
Cost of VOIs sold      3,975        6,327        23,813        17,679  
Cost of other fee-based services      18,986        15,897        72,968        64,560  
Cost reimbursements      15,375        11,979        62,534        52,639  
Selling, general and administrative expenses      99,867        108,942        415,403        421,199  
Interest expense      9,239        6,198        34,709        29,977  
Other expense, net      68        —        —        —  
Total costs and expenses      147,510        149,343        609,427        586,054  
                         
Income before non-controlling interest and                        
 provision for income taxes      26,214        28,914        128,893        136,998  
Provision (benefit) for income taxes      3,544        (40,832 )      28,541        (2,345 )
Net income      22,670        69,746        100,352        139,343  
Less: Net income attributable to
 non-controlling interest
     2,881        3,342        12,390        12,760  
Net income attributable to Bluegreen                        
 Vacations Corporation shareholders   $  19,789     $  66,404     $  87,962     $  126,583  
                         
Comprehensive income attributable to                        
  Bluegreen Vacations Corporation                        
  shareholders   $  19,789     $  66,404     $  87,962     $  126,583  
                         



BLUEGREEN VACATIONS CORPORATION 
CONSOLIDATED STATEMENTS OF INCOME 
AND COMPREHENSIVE INCOME 
(In thousands, except for per share data)

                           
    For the Three Months Ended      
    December 31,   For the Years Ended  
    Unaudited   December 31,  
    2018   2017   2018   2017  
Earnings per share attributable to
 Bluegreen Vacations Corporation
 shareholders - Basic and diluted
(1)
  $  0.27   $  0.91   $ 1.18   $ 1.77  
                           
Weighted average number of common shares
 outstanding:
                         
Basic and diluted (1)      74,644      72,804      74,712      71,448  
                           
Cash dividends declared per share (1)   $  0.15   $  —   $  0.60   $  0.56  
                           

(1) The number of shares outstanding for the purposes of calculation of basic and diluted earnings per share and the cash dividend reflects the stock split effected in connection with our initial public offering during November 2017 as if the stock split was effected January 1, 2016. See Note 1: Organization and Basis of Presentation within the December 31, 2018 Annual Report on Form 10-K for further discussion.


BLUEGREEN VACATIONS CORPORATION 
CONSOLIDATED STATEMENTS OF CASH FLOW 
(In thousands)

             
    For the Year Ended
    December 31,
    2018     2017  
Operating activities:            
Net income   $  100,352     $  139,343  
Adjustments to reconcile net income to net cash provided            
by operating activities:            
Depreciation and amortization      16,604        14,110  
Loss on disposal of property and equipment      179        524  
Provision for loan losses      51,236        46,412  
Provision (benefit) for deferred income taxes      2,090        (42,022 )
Changes in operating assets and liabilities:            
Notes receivable      (63,545 )      (47,470 )
Prepaid expenses and other assets      2,704        (7,103 )
Inventory      (32,022 )      (42,757 )
Accounts payable, accrued liabilities and other, and            
deferred income      (764 )      4,933  
Net cash provided by operating activities      76,834        65,970  
             
Investing activities:            
Purchases of property and equipment      (32,539 )      (14,115 )
Net cash used in investing activities      (32,539 )      (14,115 )
             
Financing activities:            
Proceeds from borrowings collateralized            
by notes receivable      254,494        203,001  
Payments on borrowings collateralized by notes receivable      (216,023 )      (195,919 )
Proceeds from borrowings under line-of-credit facilities            
and notes payable      51,736        36,426  
Payments under line-of-credit facilities and notes payable      (43,066 )      (34,851 )
Payments of debt issuance costs      (3,010 )      (3,390 )
Gross proceeds from public offering      —        48,652  
Payments of public offering costs      —        (1,383 )
Repurchase and retirement of common stock      (4,000 )      —  
Distributions to non-controlling interest      (9,800 )      (11,270 )
Dividends paid      (44,841 )      (40,000 )
Net cash (used in) provided by financing activities      (14,510 )      1,266  
Net increase in cash and cash equivalents            
and restricted cash      29,785        53,121  
Cash, cash equivalents and restricted cash at the beginning of period      243,349        190,228  
Cash, cash equivalents and restricted cash at end of period   $  273,134     $  243,349  
             
Supplemental schedule of operating cash flow information:            
Interest paid, net of amounts capitalized   $  30,260     $  26,244  
Income taxes paid   $  25,355     $  41,035  
Supplemental schedule of non-cash investing and financing activities:            
Acquisition of inventory, property, and equipment for notes payable   $  24,258     $  —  



BLUEGREEN VACATIONS CORPORATION 
CONSOLIDATED BALANCE SHEETS 
(In thousands, except for per share data)

             
    December 31,   December 31,
    2018   2017
ASSETS             
Cash and cash equivalents   $  219,408   $  197,337
Restricted cash ($28,400 and $19,488 in VIEs at December 31, 2018            
and December 31, 2017, respectively)      53,726      46,012
Notes receivable, net ($341,975 and $279,188 in VIEs            
at December 31, 2018 and December 31, 2017, respectively)      439,167      426,858
Inventory      334,149      281,291
Prepaid expenses      10,097      10,743
Other assets      49,796      52,506
Intangible assets, net      61,845      61,978
Loan to related party      80,000      80,000
Property and equipment, net      98,279      74,756
Total assets   $  1,346,467   $  1,231,481
             
LIABILITIES AND SHAREHOLDERS' EQUITY            
Liabilities            
Accounts payable   $  19,515   $  22,955
Accrued liabilities and other      80,364      77,317
Deferred income      16,522      16,893
Deferred income taxes      91,056      88,966
Receivable-backed notes payable - recourse      76,674      84,697
Receivable-backed notes payable - non-recourse (in VIEs)      382,257      336,421
Lines-of-credit and notes payable      133,391      100,194
Junior subordinated debentures      71,323      70,384
Total liabilities      871,102      797,827
             
Commitments and Contingencies            
             
Shareholders' Equity            
Common stock, $.01 par value, 100,000,000 shares authorized; 74,445,923            
shares issued and outstanding at December 31, 2018 and 74,734,455 shares            
issued and outstanding at December 31, 2017      744      747
Additional paid-in capital      270,369      274,366
Retained earnings      158,641      115,520
Total Bluegreen Vacations Corporation shareholders' equity      429,754      390,633
Non-controlling interest      45,611      43,021
Total shareholders' equity      475,365      433,654
Total liabilities and shareholders' equity   $  1,346,467   $  1,231,481



BLUEGREEN VACATIONS CORPORATION 
ADJUSTED EBITDA RECONCILIATION

                           
    For the Three Months Ended
December 31,
    For the Year Ended
December 31,
(in thousands)   2018     2017       2018     2017  
Net income attributable to shareholder(s)   $  19,789     $  66,404       $  87,962     $  126,583  
Net income attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations      2,881        3,342          12,390        12,760  
Adjusted EBITDA attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations      (2,947 )      (3,305 )        (12,468 )      (12,485 )
(Gain) loss on assets held for sale      (6 )      2          3        46  
Add: depreciation and amortization      3,303        2,541          12,392        9,632  
Less: interest income (other than interest earned on VOI notes receivable)      (1,821 )      (1,387 )        (6,044 )      (6,874 )
Add: interest expense - corporate and other      4,064        1,753          15,195        12,168  
Add: franchise taxes      19        51          199        178  
Add: provision (benefit) for income taxes      3,544        (40,832 )        28,541        (2,345 )
Add: corporate realignment cost      2,899        2,157          3,650        5,836  
Add: one-time payment to Bass Pro      —        4,781          —        4,781  
Total Adjusted EBITDA   $  31,725     $  35,507       $  141,820     $  150,280  



BLUEGREEN VACATIONS CORPORATION 
SEGMENT ADJUSTED EBITDA SUMMARY

                           
    For the Three Months Ended
December 31,
    For the Year Ended
December 31,
(in thousands)   2018     2017       2018     2017  
Adjusted EBITDA - sales of VOIs and financing   $  36,767     $  44,505       $  173,668     $  181,647  
Adjusted EBITDA - resort operations and club management      12,517        11,427          50,561        43,350  
Total Segment Adjusted EBITDA      49,284        55,932          224,229        224,997  
Less: Corporate and other      (17,559 )      (20,425 )        (82,409 )      (74,717 )
Total Adjusted EBITDA   $  31,725     $  35,507       $  141,820     $  150,280  



BLUEGREEN VACATIONS CORPORATION 
SALES OF VOIs AND FINANCING SEGMENT- ADJUSTED EBITDA

                     
    For the Three Months Ended December 31,
    2018     2017  
    Amount   % of
System-
wide sales
of VOIs(5)
  Amount   % of
System-
wide sales
of VOIs(5)
(dollars in thousands)                    
Developed sales (1)   $  68,450     47 %   $  82,653     54 %
Secondary Market sales      46,715     32        64,397     42  
Fee-Based sales      71,767     49        73,098     48  
JIT sales      24,176     17        8,608     6  
Less: Equity trade allowances (6)      (65,149 )   (45 )      (76,829 )   (50 )
System-wide sales of VOIs      145,959     100 %      151,927     100 %
Less: Fee-Based sales      (71,767 )   (49 )      (73,098 )   (48 )
Gross sales of VOIs      74,192     51        78,829     52  
Provision for loan losses      (15,379 )   (21 )      (12,906 )   (16 )
Sales of VOIs      58,813     40        65,923     43  
Cost of VOIs sold (3)      (3,975 )   (7 )      (6,327 )   (10 )
Gross profit (3)      54,838     93        59,596     90  
Fee-Based sales commission revenue (4)      48,841     68        50,343     69  
Financing revenue, net of
 financing expense
     14,649     10        15,428     10  
Other fee-based services  -
 title operations, net
     1,846     1        2,714     2  
Net carrying cost of VOI inventory      (4,284 )   (3 )      (1,002 )   (1 )
Selling and marketing  expenses      (73,653 )   (50 )      (77,624 )   (51 )
General and administrative expenses -
 sales and marketing
     (6,979 )   (5 )      (12,630 )   (8 )
Operating profit - sales of VOIs
 and financing
     35,258     24 %      36,825     24 %
Add: Depreciation      1,413            1,664      
Add: Corporate realignment cost      96            1,235      
Add: One-time payment to Bass Pro      —            4,781      
Adjusted EBITDA - sales of VOIs
 and financing
  $  36,767         $  44,505      

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

(2) Provision for loan losses is calculated as a percentage of gross sales of VOIs, which excludes Fee-Based sales (and not based on system-wide sales of VOIs).

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

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

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

(6) Equity trade allowances are amounts granted to customers upon trading in their existing VOIs in connection with the purchase of additional VOIs.


BLUEGREEN VACATIONS CORPORATION 
SALES OF VOIs AND FINANCING SEGMENT- ADJUSTED EBITDA

                     
                     
    For the Years Ended December 31,
    2018     2017  
    Amount   % of
System-
wide sales
of VOIs(5)
  Amount   % of
System-
wide sales
of VOIs(5)
(dollars in thousands)                    
Developed sales (1)   $  287,292     46 %   $  299,104     48 %
Secondary Market sales      232,562     37        182,108     30  
Fee-Based sales      318,540     51        330,854     54  
JIT sales      56,450     9        45,982     7  
Less: Equity trade allowances (6)      (270,774 )   (43 )      (238,780 )   (39 )
System-wide sales of VOIs      624,070     100 %      619,268     100 %
Less: Fee-Based sales      (318,540 )   (51 )      (330,854 )   (53 )
Gross sales of VOIs      305,530     49        288,414     47  
Provision for loan losses (2)      (51,305 )   (17 )      (46,397 )   (16 )
Sales of VOIs      254,225     41        242,017     39  
Cost of VOIs sold (3)      (23,813 )   (9 )      (17,679 )   (7 )
Gross profit (3)      230,412     91        224,338     93  
Fee-Based sales commission revenue (4)      216,422     68        229,389     69  
Financing revenue, net of
 financing expense
     59,609     10        61,659     10  
Other fee-based services  -
 title operations, net
     7,614     1        9,963     2  
Net carrying cost of VOI inventory      (11,358 )   (2 )      (4,220 )   (1 )
Selling and marketing  expenses      (307,614 )   (49 )      (319,664 )   (52 )
General and administrative expenses -
 sales and marketing
     (27,848 )   (4 )      (35,191 )   (6 )
Operating profit - sales of VOIs
 and financing
     167,237     27 %      166,274     27 %
Add: Depreciation and amortization      6,335            6,270      
Add: Corporate realignment cost      96            4,322      
Add: One-time payment to Bass Pro      —            4,781      
Adjusted EBITDA - sales of VOIs
 and financing
  $  173,668         $  181,647      

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

(2) Provision for loan losses is calculated as a percentage of gross sales of VOIs, which excludes Fee-Based sales (and not based on system-wide sales of VOIs).

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

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

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

(6) Equity trade allowances are amounts granted to customers upon trading in their existing VOIs in connection with the purchase of additional VOIs.


BLUEGREEN VACATIONS CORPORATION 
SALES OF VOIs AND FINANCING SEGMENT 
SALES AND MARKETING DATA

                                 
    For the Three Months Ended
December 31,
  For the Twelve Months Ended
December 31,
    2018     2017     % Change   2018     2017     % Change
(dollars in thousands)                                
Number of sales offices at period-end      26        23      13        26        23      13  
Number of active sales arrangements with third-party clients at period-end      15        16      (6 )      15        16      (6 )
Total number of VOI sales transactions      9,128        10,067      (9 )      40,087        40,705      (2 )
Average sales price per transaction   $  16,085     $  15,135      6     $  15,692     $  15,365      2  
Number of total guest tours      55,958        58,570      (4 )      238,141        252,257      (6 )
Sale-to-tour conversion ratio– total marketing guests     16.3 %     17.2 %    (5 )     16.8 %     16.1 %    4  
Number of new guest tours      33,002        36,410      (9 )      146,623        162,083      (10 )
Sale-to-tour conversion ratio– new marketing guests     13.9 %     14.5 %    (4 )     14.3 %     13.4 %    7  
Percentage of sales to existing owners     53.4 %     51.3 %    4       51.6 %     49.4 %    4  
Average sales volume per guest   $  2,624     $  2,601      1     $  2,642     $  2,479      7  



BLUEGREEN VACATIONS CORPORATION
RESORT OPERATIONS AND CLUB MANAGEMENT SEGMENT- ADJUSTED EBITDA

                             
    For the Three Months Ended
December 31,
    For the Year Ended
December 31,
 
(dollars in thousands)   2018     2017       2018     2017    
Resort operations and club management revenue   $  41,077     $  36,541       $  168,353     $  149,716    
Resort operations and club management expense      (29,072 )      (25,773 )        (119,553 )      (108,200 )  
Operating profit - resort operations and club management      12,005   29 %    10,768   29 %      48,800   29 %    41,516   28 %
Add: Depreciation and amortization      470        404          1,719        1,579    
Add: Corporate realignment cost      42        255          42        255    
Adjusted EBITDA - resort operations and club management   $  12,517     $  11,427       $  50,561     $  43,350    



BLUEGREEN VACATIONS CORPORATION
CORPORATE AND OTHER - ADJUSTED EBITDA

                           
    For the Three Months Ended
December 31,
    For the Year Ended
December 31,
(in thousands)   2018     2017       2018     2017  
General and administrative expenses - corporate and other   $  (18,964 )   $  (18,833 )     $  (79,687 )   $  (66,155 )
Adjusted EBITDA attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations      (2,947 )      (3,305 )        (12,468 )      (12,485 )
Other income, net      (68 )      432          1,201        312  
Financing revenue -corporate and other      2,047        1,475          6,537        7,219  
Interest income (other than interest earned on VOI notes receivable)      (1,821 )      (1,387 )        (6,044 )      (6,874 )
Franchise taxes      19        51          199        178  
Loss (gain) on assets held for sale      (6 )      2          3        46  
Depreciation and amortization      1,420        473          4,338        1,783  
Corporate realignment cost      2,761        667          3,512        1,259  
Corporate and other   $  (17,559 )   $  (20,425 )     $  (82,409 )   $  (74,717 )



BLUEGREEN VACATIONS CORPORATION
FREE CASH FLOW RECONCILIATION

               
    For the Years Ended December 31,
(in thousands)   2018     2017    
Net cash provided by operating activities   $  76,834     $  65,970    
Purchases of property and equipment      (32,539 )      (14,115 )  
Free Cash Flow   $  44,295     $  51,855    
               



BLUEGREEN VACATIONS CORPORATION
OTHER FINANCIAL DATA

                           
    For the Three Months Ended December 31,     For the Twelve Months Ended December 31,
(in thousands)   2018     2017       2018     2017  
Financing Interest Income   $  20,096     $  19,728       $  79,377     $  79,657  
Financing Interest Expense      (5,175 )      (4,445 )        (19,514 )      (17,809 )
Non-Financing Interest Income      2,047        1,475          6,537        7,219  
Non-Financing Interest Expense      (4,064 )      (1,753 )        (15,195 )      (12,168 )
Mortgage Servicing Income      1,581        1,425          5,951        5,206  
Mortgage Servicing Expense      (1,853 )      (1,280 )        (6,205 )      (5,395 )
Title Revenue      2,850        3,815          12,205        14,742  
Title Expense      (1,004 )      (1,101 )        (4,591 )      (4,779 )



BLUEGREEN VACATIONS CORPORATION
SYSTEM-WIDE SALES OF VOIs RECONCILIATION

                           
    For the Three Months Ended
December 31,
    For the Twelve Months Ended
December 31,
(in thousands)   2018   2017     2018   2017
Gross sales of VOIs   $  74,192   $  78,829     $  305,530   $  288,414
Add: Fee-based sales      71,767      73,098        318,540      330,854
System-wide sales of VOIs   $  145,959   $  151,927     $  624,070   $  619,268



BLUEGREEN VACATIONS CORPORATION
DEFINITIONS

Principal Components Affecting our Results of Operations

Principal Components of Revenue
Fee-Based Sales.  Represent sales of third-party VOIs where we are paid a commission.

JIT Sales.  Represent sales of VOIs acquired from third parties in close proximity to when we intend to sell such VOIs.

Secondary Market Sales.  Represent sales of VOIs acquired from HOAs or other owners, typically in connection with HOA maintenance fee defaults. This inventory is generally purchased at a greater discount to retail price compared to developed VOI sales and JIT sales.

Developed VOI Sales.  Represent sales of VOIs in resorts that we have developed or acquired (not including inventory acquired through JIT and secondary market arrangements).

Financing Revenue.  Represents revenue from the financing of VOI sales, which includes interest income and loan servicing fees. This also includes fees from certain third-party developers for providing mortgage servicing of loans granted by them to purchasers of their VOIs.

Resort Operations and Club Management Revenue.  Represents recurring fees from managing the Vacation Club and transaction fees for certain resort amenities and certain member exchanges. We also earn recurring management fees under our management agreements with HOAs for day-to-day management services, including oversight of housekeeping services, maintenance, and certain accounting and administrative functions.

Other Fee-Based Services.  Represents revenue earned from various other services that produce recurring, predictable and long-term revenue, such as title services.

Principal Components of Expenses
Cost of VOIs Sold.  Represents the cost at which our owned VOIs sold during the period were relieved from inventory. In addition to inventory from our VOI business, our owned VOIs also include those that were acquired by us under JIT and secondary market arrangements. Compared to the cost of our developed VOI inventory, VOIs acquired in connection with JIT arrangements typically have a relatively higher associated cost of sales as a percentage of sales while those acquired in connection with secondary market arrangements typically have a lower cost of sales as a percentage of sales as secondary market inventory is generally obtained from HOAs at a significant discount to retail price. Cost of VOIs sold as a percentage of sales of VOIs varies between periods based on the relative costs of the specific VOIs sold in each period and the size of the point packages of the VOIs sold (primarily due to offered volume discounts, and taking into account consideration of cumulative sales to existing owners). Additionally, the effect of changes in estimates under the relative sales value method, including estimates of projected sales, future defaults, upgrades and incremental revenue from the resale of repossessed VOI inventory, are reflected on a retrospective basis in the period the change occurs. Cost of sales will typically be favorably impacted in periods where a significant amount of secondary market VOI inventory is acquired or actual defaults and equity trades are higher and the resulting change in estimate is recognized. While we believe that there is additional inventory that can be obtained through the secondary market at favorable prices to us in the future, there can be no assurance that such inventory will be available as expected.

Net Carrying Cost of VOI Inventory.  Represents the maintenance fees and developer subsidies for unsold VOI inventory paid or accrued to the HOAs that maintain the resorts. We attempt to offset this expense, to the extent possible, by generating revenue from renting our VOIs and by utilizing the inventory in our sampler programs. We net such revenue from this expense item.

Selling and Marketing Expense.  Represents costs incurred to sell and market VOIs, including costs relating to marketing and incentive programs, tours, and related wages and sales commissions. Revenue from vacation package sales are netted against selling and marketing expenses.

Financing Expense.  Represents financing interest expense related to our receivable-backed debt, amortization of the related debt issuance costs and other expenses incurred in providing financing and servicing loans, including administrative costs associated with mortgage servicing activities for our loans and the loans of certain third-party developers.  Mortgage servicing activities include, amongst other things, payment processing, reporting and collection services.

Resort Operations and Club Management Expense.  Represents costs incurred to manage resorts and the Vacation Club, including payroll and related costs and other administrative costs to the extent not reimbursed by the Vacation Club or HOAs.

General and Administrative Expense.  Primarily represents compensation expense for personnel supporting our business and operations, professional fees (including consulting, audit and legal fees), and administrative and related expenses.

Key Business and Financial Metrics and Terms Used by Management
Sales of VOIs.  Represent sales of our owned VOIs, including developed VOIs and those acquired through JIT and secondary market arrangements, reduced by equity trade allowances and an estimate of our provision for loan losses. In addition to the factors impacting system-wide sales of VOIs, sales of VOIs are impacted by the proportion of system-wide sales of VOIs sold on behalf of third-parties on a commission basis, which are not included in sales of VOIs.

System-wide Sales of VOIs.  Represents all sales of VOIs, whether owned by us or a third party immediately prior to the sale. Sales of VOIs owned by third parties are transacted as sales of VOIs in our Vacation Club through the same selling and marketing process we use to sell our VOI inventory. We consider system-wide sales of VOIs to be an important operating measure because it reflects all sales of VOIs by our sales and marketing operations without regard to whether we or a third party owned such VOI inventory at the time of sale. System-wide sales of VOIs is not a recognized term under GAAP and should not be considered as an alternative to sales of VOIs or any other measure of financial performance derived in accordance with GAAP or to any other method of analyzing our results as reported under GAAP.

Guest Tours.  Represents the number of sales presentations given at our sales centers during the period.

Sale to Tour Conversion Ratio.  Represents the rate at which guest tours are converted to sales of VOIs and is calculated by dividing the number of sales transactions by the number of guest tours.

Average Sales Volume Per Guest (“VPG”).  Represents the sales attributable to tours at our sales locations and is calculated by dividing VOI sales by guest tours. We consider VPG to be an important operating measure because it measures the effectiveness of our sales process, combining the average transaction price with the sale-to-tour conversion ratio.

Adjusted EBITDA.  We define Adjusted EBITDA as earnings, or net income, before taking into account interest income (excluding interest earned on VOI notes receivable), interest expense (excluding interest expense incurred on debt secured by our VOI notes receivable), income and franchise taxes, loss (gain) on assets held for sale, depreciation and amortization, amounts attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations (in which we own a 51% interest), and items that we believe are not representative of ongoing operating results. For purposes of the Adjusted EBITDA calculation, no adjustments were made for interest income earned on our VOI notes receivable or the interest expense incurred on debt that is secured by such notes receivable because they are both considered to be part of the operations of our business.

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

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

 

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Source: BBX Capital Corporation