false--12-31Q120210000778946YesYes0000778946bxg:BbxCapitalMemberbxg:BluegreenMember2021-01-012021-03-310000778946us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310000778946us-gaap:CommonStockMember2020-01-012020-03-310000778946us-gaap:RetainedEarningsUnappropriatedMember2021-03-310000778946us-gaap:NoncontrollingInterestMember2021-03-310000778946us-gaap:AdditionalPaidInCapitalMember2021-03-310000778946us-gaap:RetainedEarningsUnappropriatedMember2020-12-310000778946us-gaap:NoncontrollingInterestMember2020-12-310000778946us-gaap:CommonStockMember2020-12-310000778946us-gaap:AdditionalPaidInCapitalMember2020-12-310000778946us-gaap:RetainedEarningsUnappropriatedMember2020-03-310000778946us-gaap:NoncontrollingInterestMember2020-03-310000778946us-gaap:AdditionalPaidInCapitalMember2020-03-310000778946us-gaap:RetainedEarningsUnappropriatedMember2019-12-310000778946us-gaap:NoncontrollingInterestMember2019-12-310000778946us-gaap:AdditionalPaidInCapitalMember2019-12-310000778946us-gaap:CommonStockMember2021-03-310000778946us-gaap:CommonStockMember2020-03-310000778946us-gaap:CommonStockMember2019-12-310000778946us-gaap:OperatingSegmentsMemberbxg:OtherIncomeNetMemberbxg:SalesOfVoisAndFinancingMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:MortgageServicingRevenueMemberbxg:SalesOfVoisAndFinancingMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:MortgageServicingRevenueMemberbxg:ResortOperationsAndClubManagementMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:InterestIncomeRevenueMemberbxg:SalesOfVoisAndFinancingMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:FeeBasedSalesCommissionRevenueMemberbxg:SalesOfVoisAndFinancingMember2021-01-012021-03-310000778946us-gaap:CorporateNonSegmentMemberbxg:InterestIncomeRevenueMember2021-01-012021-03-310000778946bxg:RevenueFromCustomersMember2021-01-012021-03-310000778946bxg:ResortTitleFeesMember2021-01-012021-03-310000778946bxg:ResortAndClubManagementRevenueMember2021-01-012021-03-310000778946bxg:OtherRevenueMember2021-01-012021-03-310000778946bxg:OtherIncomeNetMember2021-01-012021-03-310000778946bxg:MortgageServicingRevenueMember2021-01-012021-03-310000778946bxg:InterestIncomeRevenueMember2021-01-012021-03-310000778946bxg:FeeBasedSalesCommissionRevenueMember2021-01-012021-03-310000778946bxg:EstimatedUncollectibleVoiNotesReceivableMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:MortgageServicingRevenueMemberbxg:SalesOfVoisAndFinancingMember2020-01-012020-03-310000778946us-gaap:OperatingSegmentsMemberbxg:InterestIncomeRevenueMemberbxg:SalesOfVoisAndFinancingMember2020-01-012020-03-310000778946us-gaap:OperatingSegmentsMemberbxg:FeeBasedSalesCommissionRevenueMemberbxg:SalesOfVoisAndFinancingMember2020-01-012020-03-310000778946us-gaap:IntersegmentEliminationMemberbxg:MortgageServicingRevenueMember2020-01-012020-03-310000778946us-gaap:CorporateNonSegmentMemberbxg:OtherIncomeNetMember2020-01-012020-03-310000778946us-gaap:CorporateNonSegmentMemberbxg:InterestIncomeRevenueMember2020-01-012020-03-310000778946bxg:RevenueFromCustomersMember2020-01-012020-03-310000778946bxg:ResortTitleFeesMember2020-01-012020-03-310000778946bxg:ResortAndClubManagementRevenueMember2020-01-012020-03-310000778946bxg:OtherRevenueMember2020-01-012020-03-310000778946bxg:OtherIncomeNetMember2020-01-012020-03-310000778946bxg:InterestIncomeRevenueMember2020-01-012020-03-310000778946bxg:FeeBasedSalesCommissionRevenueMember2020-01-012020-03-310000778946bxg:EstimatedUncollectibleVoiNotesReceivableMember2020-01-012020-03-310000778946bxg:NbaEilanLoanMember2021-03-012021-03-310000778946bxg:BbxMember2021-01-012021-03-310000778946us-gaap:RetainedEarningsUnappropriatedMember2021-01-012021-03-310000778946us-gaap:NoncontrollingInterestMember2021-01-012021-03-310000778946us-gaap:CommonStockMember2021-01-012021-03-310000778946us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310000778946us-gaap:NoncontrollingInterestMember2020-01-012020-03-310000778946bxg:FormerCeoMember2021-03-310000778946bxg:QuorumPurchaseFacilityMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:RecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:QuorumPurchaseFacilityMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:RecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:AccountingStandardsUpdate202004Memberbxg:LineOfCreditAndNotesPayableMember2021-03-310000778946bxg:AbdoCompaniesInc.Member2021-01-012021-03-310000778946bxg:BassProMember2020-12-310000778946bxg:NewYorkUrbanMemberus-gaap:PurchaseCommitmentMemberus-gaap:SubsequentEventMember2021-04-022021-04-020000778946bxg:NewYorkUrbanMemberus-gaap:SubsequentEventMember2021-04-022021-04-020000778946bxg:ManhattanClubMember2019-01-012019-12-310000778946bxg:AccountingStandardsUpdate202004Memberus-gaap:LondonInterbankOfferedRateLIBORMember2021-03-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustTwoMember2020-12-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustThreeMember2020-12-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustSixMember2020-12-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustOneMember2020-12-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustFourMember2020-12-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustFiveMember2020-12-310000778946us-gaap:JuniorSubordinatedDebtMember2020-12-310000778946bxg:LessThan601Member2021-03-310000778946bxg:FinancingReceivablesEqualToGreaterThan91DaysPastDueMember2021-03-310000778946bxg:FinancingReceivables31To60DaysPastDueMember2021-03-310000778946bxg:FinancingReceivables1To30DaysPastDueMember2021-03-310000778946bxg:FinancingReceivable6190DaysPastDueMember2021-03-310000778946bxg:FinancialAssetTotalPastDueMember2021-03-310000778946bxg:FicoScoreTotalMember2021-03-310000778946bxg:FicoScoreOtherMember2021-03-310000778946bxg:FicoScoreGreaterThan701Member2021-03-310000778946bxg:FicoScore601700Member2021-03-310000778946bxg:DefaultsMember2021-03-310000778946bxg:AllowanceForLoanLossesMember2021-03-310000778946bxg:LessThan601Member2020-12-310000778946bxg:FinancingReceivablesEqualToGreaterThan91DaysPastDueMember2020-12-310000778946bxg:FinancingReceivables31To60DaysPastDueMember2020-12-310000778946bxg:FinancingReceivables1To30DaysPastDueMember2020-12-310000778946bxg:FinancingReceivable6190DaysPastDueMember2020-12-310000778946bxg:FinancialAssetTotalPastDueMember2020-12-310000778946bxg:FicoScoreTotalMember2020-12-310000778946bxg:FicoScoreOtherMember2020-12-310000778946bxg:FicoScoreGreaterThan701Member2020-12-310000778946bxg:FicoScore601700Member2020-12-310000778946bxg:DefaultsMember2020-12-310000778946bxg:AllowanceForLoanLossesMember2020-12-3100007789462020-03-012020-03-310000778946bxg:VoiNotesReceivableSecuritizedMember2021-03-310000778946bxg:VoiNotesReceivableNonSecuritizedMember2021-03-310000778946bxg:BluegreensVacationOwnershipInterestsMember2021-03-310000778946bxg:VoiNotesReceivableSecuritizedMember2020-12-310000778946bxg:VoiNotesReceivableNonSecuritizedMember2020-12-310000778946bxg:BluegreensVacationOwnershipInterestsMember2020-12-310000778946bxg:BluegreensVacationOwnershipInterestsMember2020-03-310000778946bxg:BluegreensVacationOwnershipInterestsMember2019-12-310000778946bxg:BbxCapitalMemberbxg:BluegreenMember2021-03-310000778946bxg:BluegreenBigCedarVacationsLlcMember2021-03-310000778946us-gaap:RetainedEarningsUnappropriatedMember2020-01-012020-03-310000778946us-gaap:NotesReceivableMember2021-03-310000778946us-gaap:NotesReceivableMember2020-12-310000778946bxg:NbaEilanLoanMember2021-01-012021-03-310000778946bxg:BluegreenStatutoryTrustTwoMember2021-01-012021-03-310000778946bxg:BluegreenStatutoryTrustThreeMember2021-01-012021-03-310000778946bxg:BluegreenStatutoryTrustSixMember2021-01-012021-03-310000778946bxg:BluegreenStatutoryTrustOneMember2021-01-012021-03-310000778946bxg:BluegreenStatutoryTrustFourMember2021-01-012021-03-310000778946bxg:BluegreenStatutoryTrustFiveMember2021-01-012021-03-310000778946bxg:TwoThousandTwentyTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:TwoThousandThirteenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:TwoThousandSixteenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:TwoThousandSeventeenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:TwoThousandFifteenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:TwoThousandEighteenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:PacificWesternFacilityMemberbxg:RecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:PacificWesternFacilityMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:NbaReceivablesFacilityMemberbxg:RecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:NbaReceivablesFacilityMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:LibertyBankFacilityMemberbxg:RecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:LibertyBankFacilityMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:KeybankDzPurchaseFacilityMemberbxg:NonRecourseReceivableBackedNotesPayableMember2021-03-310000778946bxg:BluegreenStatutoryTrustTwoMember2021-03-310000778946bxg:BluegreenStatutoryTrustThreeMember2021-03-310000778946bxg:BluegreenStatutoryTrustSixMember2021-03-310000778946bxg:BluegreenStatutoryTrustOneMember2021-03-310000778946bxg:BluegreenStatutoryTrustFourMember2021-03-310000778946bxg:BluegreenStatutoryTrustFiveMember2021-03-310000778946bxg:TwoThousandTwentyTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:TwoThousandThirteenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:TwoThousandSixteenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:TwoThousandSeventeenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:TwoThousandFifteenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:TwoThousandEighteenTermSecuritizationMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:PacificWesternFacilityMemberbxg:RecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:NbaReceivablesFacilityMemberbxg:RecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:NbaReceivablesFacilityMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:LibertyBankFacilityMemberbxg:RecourseReceivableBackedNotesPayableMember2020-12-310000778946bxg:LibertyBankFacilityMemberbxg:NonRecourseReceivableBackedNotesPayableMember2020-12-310000778946us-gaap:OperatingSegmentsMemberbxg:SalesOfVoisMemberbxg:SalesOfVoisAndFinancingMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:OtherFeeBasedServicesRevenueMemberbxg:SalesOfVoisAndFinancingMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:OtherFeeBasedServicesRevenueMemberbxg:ResortOperationsAndClubManagementMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:NetCarryingCostOfVoiInventoryMemberbxg:SalesOfVoisAndFinancingMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:CostReimbursementsMemberbxg:ResortOperationsAndClubManagementMember2021-01-012021-03-310000778946us-gaap:IntersegmentEliminationMemberbxg:OtherFeeBasedServicesRevenueMember2021-01-012021-03-310000778946us-gaap:IntersegmentEliminationMemberbxg:NetCarryingCostOfVoiInventoryMember2021-01-012021-03-310000778946us-gaap:CorporateNonSegmentMember2021-01-012021-03-310000778946bxg:SalesOfVoisMember2021-01-012021-03-310000778946us-gaap:CorporateNonSegmentMember2020-01-012020-03-310000778946bxg:OtherFeeBasedServicesRevenueMember2021-01-012021-03-310000778946bxg:GrossSalesOfVoisMember2021-01-012021-03-310000778946bxg:CostReimbursementsMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:SalesOfVoisMemberbxg:SalesOfVoisAndFinancingMember2020-01-012020-03-310000778946us-gaap:OperatingSegmentsMemberbxg:OtherFeeBasedServicesRevenueMemberbxg:SalesOfVoisAndFinancingMember2020-01-012020-03-310000778946us-gaap:OperatingSegmentsMemberbxg:OtherFeeBasedServicesRevenueMemberbxg:ResortOperationsAndClubManagementMember2020-01-012020-03-310000778946us-gaap:OperatingSegmentsMemberbxg:NetCarryingCostOfVoiInventoryMemberbxg:SalesOfVoisAndFinancingMember2020-01-012020-03-310000778946us-gaap:OperatingSegmentsMemberbxg:CostReimbursementsMemberbxg:ResortOperationsAndClubManagementMember2020-01-012020-03-310000778946us-gaap:IntersegmentEliminationMemberbxg:OtherFeeBasedServicesRevenueMember2020-01-012020-03-310000778946us-gaap:IntersegmentEliminationMemberbxg:NetCarryingCostOfVoiInventoryMember2020-01-012020-03-310000778946bxg:SalesOfVoisMember2020-01-012020-03-310000778946bxg:OtherFeeBasedServicesRevenueMember2020-01-012020-03-310000778946bxg:GrossSalesOfVoisMember2020-01-012020-03-310000778946bxg:CostReimbursementsMember2020-01-012020-03-3100007789462019-12-310000778946us-gaap:IntersegmentEliminationMember2021-01-012021-03-310000778946us-gaap:IntersegmentEliminationMember2020-01-012020-03-310000778946bxg:BluegreensVacationOwnershipInterestsMember2021-01-012021-03-310000778946bxg:BluegreensVacationOwnershipInterestsMember2020-01-012020-03-310000778946bxg:BbxMember2021-03-310000778946bxg:BbxCapitalMember2021-03-310000778946bxg:BbxCapitalMember2020-03-310000778946bxg:SubsidiesToCertainHoasMember2021-03-310000778946bxg:SubsidiesToCertainHoasMember2020-12-3100007789462021-05-070000778946bxg:BbxCapitalMemberbxg:BluegreenMemberus-gaap:SubsequentEventMember2021-04-052021-04-050000778946bxg:FormerCeoMember2019-12-012019-12-310000778946bxg:BassProMember2019-06-012019-06-300000778946srt:MinimumMember2021-03-310000778946bxg:LibertyBankFacilityMember2021-03-310000778946us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-03-310000778946us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2020-12-310000778946bxg:BbxCapitalMemberbxg:ClassAndBCommonStockMember2021-03-310000778946bxg:BassProMember2021-01-012021-03-310000778946bxg:BassProMember2020-01-012020-03-310000778946bxg:NoScoreMember2021-01-012021-03-310000778946bxg:GreaterThan700Member2021-01-012021-03-310000778946bxg:FicoScoreLessThan600Member2021-01-012021-03-310000778946bxg:FicoScore601700Member2021-01-012021-03-310000778946bxg:NoScoreMember2020-01-012020-12-310000778946bxg:GreaterThan700Member2020-01-012020-12-310000778946bxg:FicoScoreLessThan600Member2020-01-012020-12-310000778946bxg:FicoScore601700Member2020-01-012020-12-3100007789462020-01-012020-12-310000778946bxg:BluegreenStatutoryTrustTwoMember2021-02-012021-02-280000778946bxg:ManhattanClubMember2020-08-3000007789462020-01-012020-03-310000778946bxg:CabelaMember2021-03-310000778946bxg:BassProMember2021-03-310000778946bxg:VoiSalesOfficesMember2021-01-012021-03-310000778946bxg:CabelaMember2021-01-012021-03-310000778946bxg:BassProMember2021-01-012021-03-310000778946bxg:BassProAndCabelaMember2021-01-012021-03-310000778946bxg:RobertBarbanMember2020-07-0700007789462018-02-282018-02-280000778946bxg:FifthThirdSyndicatedTermLoanMemberbxg:LinesOfCreditAndNotesPayableMember2021-03-310000778946bxg:FifthThirdSyndicatedLocMemberbxg:LinesOfCreditAndNotesPayableMember2021-03-310000778946bxg:AccountingStandardsUpdate202004Memberbxg:ReceivableBackedNotesPayableAndLinesOfCreditMember2021-03-310000778946bxg:LinesOfCreditAndNotesPayableMember2021-03-310000778946bxg:NbaEilanLoanMemberbxg:LinesOfCreditAndNotesPayableMember2020-12-310000778946bxg:FifthThirdSyndicatedTermLoanMemberbxg:LinesOfCreditAndNotesPayableMember2020-12-310000778946bxg:FifthThirdSyndicatedLocMemberbxg:LinesOfCreditAndNotesPayableMember2020-12-310000778946bxg:LinesOfCreditAndNotesPayableMember2020-12-310000778946us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-03-310000778946us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-03-310000778946us-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310000778946us-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-3100007789462020-03-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustTwoMember2021-03-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustThreeMember2021-03-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustSixMember2021-03-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustOneMember2021-03-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustFourMember2021-03-310000778946us-gaap:JuniorSubordinatedDebtMemberbxg:BluegreenStatutoryTrustFiveMember2021-03-310000778946us-gaap:JuniorSubordinatedDebtMember2021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:SalesOfVoisAndFinancingMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:ResortOperationsAndClubManagementMember2021-01-012021-03-310000778946us-gaap:OperatingSegmentsMemberbxg:SalesOfVoisAndFinancingMember2020-01-012020-03-310000778946us-gaap:OperatingSegmentsMemberbxg:ResortOperationsAndClubManagementMember2020-01-012020-03-310000778946bxg:NotesReceivableSecuredByVoisMember2021-01-012021-03-3100007789462015-01-012015-12-3100007789462021-01-012021-03-3100007789462021-01-012021-01-310000778946bxg:BbxCapitalMember2021-01-012021-03-310000778946bxg:BbxCapitalMember2020-01-012020-03-3100007789462021-03-3100007789462020-12-31bxg:segmentiso4217:USDxbrli:sharesxbrli:sharesbxg:plaintiffbxg:itemiso4217:USDxbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2021

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-19292

BLUEGREEN VACATIONS CORPORATION

(Exact name of registrant as specified in its charter)


	Florida		03-0300793
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)

4960 Conference Way North, Suite 100, Boca Raton, Florida 33431

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 912-8000

Securities registered pursuant to Section 12(b) of the Act:

Ding
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BXG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

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

As of May 6, 2021, there were 0 shares of the registrant’s common stock, $.01 par value, outstanding.

BLUEGREEN VACATIONS CORPORATION

FORM 10-Q TABLE OF CONTENTS


		Page
PART I
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Operations and Comprehensive Income (Unaudited)	4
	Consolidated Statements of Shareholders’ Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46

PART II
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 6.	Exhibits	48

SIGNATURES		49

‎

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)



	March 31,		December 31,
	2021		2020
ASSETS
Cash and cash equivalents	$	172,552	$	203,668
Restricted cash ($18,297 and $20,469 in VIEs at March 31, 2021
and December 31, 2020, respectively)		40,478		35,728
Notes receivable		544,806		551,393
Less: Allowance for loan losses		(143,242)		(142,044)
Notes receivable, net ($269,082 and $292,021 in VIEs
at March 31, 2021 and December 31, 2020, respectively)		401,564		409,349
Inventory		345,090		347,122
Prepaid expenses		25,880		9,320
Other assets		34,463		31,378
Operating lease assets		33,927		34,325
Intangible assets, net		61,411		61,431
Property and equipment, net		90,257		90,049
Total assets	$	1,205,622	$	1,222,370

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable	$	13,577	$	10,604
Accrued liabilities and other		97,629		98,471
Operating lease liabilities		35,876		35,783
Deferred income		15,257		15,745
Deferred income taxes		85,862		87,404
Receivable-backed notes payable - recourse		35,975		38,500
Receivable-backed notes payable - non-recourse ($325,317 and
$341,532 in VIEs at March 31, 2021 and December 31, 2020)		364,933		355,833
Lines-of-credit and notes payable		111,450		138,386
Junior subordinated debentures		69,128		72,932
Total liabilities		829,687		853,658

Commitments and Contingencies - See Note 9

Shareholders' Equity
Common stock, $0.01 par value, 100,000,000 shares authorized; 72,484,293
shares issued and outstanding at March 31, 2021 and December 31, 2020		725		725
Additional paid-in capital		257,812		257,812
Retained earnings		63,206		58,149
Total Bluegreen Vacations Corporation shareholders' equity		321,743		316,686
Non-controlling interest		54,192		52,026
Total shareholders' equity		375,935		368,712
Total liabilities and shareholders' equity	$	1,205,622	$	1,222,370

See accompanying Notes to Consolidated Financial Statements - Unaudited
‎

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In thousands, except per share data)


	For the Three Months Ended
	March 31,
	2021		2020
Revenue:
Gross sales of VOIs	$	68,250	$	75,481
Provision for loan losses		(12,319)		(30,353)
Sales of VOIs		55,931		45,128

Fee-based sales commission revenue		25,718		41,365
Other fee-based services revenue		28,897		29,314
Cost reimbursements		16,608		19,120
Interest income		19,205		21,866
Other income, net		—		133
Total revenue		146,359		156,926

Costs and expenses:
Cost of VOIs sold		5,169		4,099
Cost of other fee-based services		17,085		21,711
Cost reimbursements		16,608		19,120
Selling, general and administrative expenses		90,152		102,197
Interest expense		7,916		8,818
Other expense, net		214		—
Total costs and expenses		137,144		155,945

Income before non-controlling interest and
provision for income taxes		9,215		981
Provision for income taxes		1,992		44
Net income		7,223		937
Less: Net income attributable to ‎ non-controlling interest		2,166		736
Net income attributable to Bluegreen
Vacations Corporation shareholders	$	5,057	$	201

Comprehensive income attributable to
Bluegreen Vacations Corporation
shareholders	$	5,057	$	201

‎

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In thousands, except per share data)


	For the Three Months Ended
	March 31,
	2021		2020
Earnings per share attributable to ‎ Bluegreen Vacations Corporation ‎ shareholders - Basic and diluted	$	0.07	$	0.00

Weighted average number of common shares ‎ outstanding:
Basic and diluted		72,484		74,066

Cash dividends declared per share	$	—	$	0.13

See accompanying Notes to Consolidated Financial Statements - Unaudited.

‎

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except share data)


				Equity Attributable ‎to Bluegreen Vacations Corporation Shareholders
Common ‎Shares ‎Issued		Total		Common ‎Stock		Additional ‎Paid-in- ‎Capital		Retained ‎Earnings		Equity ‎ Attributable to ‎Non-Controlling ‎Interest
72,484,293	Balance at December 31, 2020	$	368,712	$	725	$	257,812	$	58,149	$	52,026
—	Net income		7,223		—		—		5,057		2,166
72,484,293	Balance at March 31, 2021	$	375,935	$	725	$	257,812	$	63,206	$	54,192


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

See accompanying Notes to Consolidated Financial Statements - Unaudited.

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)



	For the Three Months Ended
	March 31,
	2021		2020
Operating activities:
Net income	$	7,223	$	937
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization		5,171		4,792
Loss (Gain) on disposal of property and equipment		11		(44)
Provision for loan losses		12,319		30,353
Benefit for deferred income taxes		(1,542)		(176)
Changes in operating assets and liabilities:
Notes receivable		(4,534)		(11,778)
Prepaid expenses and other assets		(19,993)		(8,452)
Inventory		2,032		(356)
Accounts payable, accrued liabilities and other, and
deferred income		2,134		(29,102)
Net cash provided by (used in) operating activities		2,821		(13,826)

Investing activities:
Purchases of property and equipment		(4,049)		(2,966)
Proceeds from sale of property and equipment		—		147
Net cash used in investing activities		(4,049)		(2,819)

Financing activities:
Proceeds from borrowings collateralized
by notes receivable		42,350		32,568
Payments on borrowings collateralized by notes receivable		(36,331)		(36,059)
Proceeds from borrowings collateralized
by line-of-credit facilities and notes payable		—		80,000
Payments under line-of-credit facilities and notes payable		(27,153)		(2,411)
Redemption of junior subordinated debentures		(4,004)		—
Payments of debt issuance costs		—		(76)
Repurchase and retirement of common stock		—		(11,741)
Dividends paid		—		(9,667)
Net cash (used in) provided by financing activities		(25,138)		52,614
Net (decrease) increase in cash and cash equivalents
and restricted cash		(26,366)		35,969
Cash, cash equivalents and restricted cash at beginning of period		239,396		239,646
Cash, cash equivalents and restricted cash at end of period	$	213,030	$	275,615

‎

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)



	For the Three Months Ended
	March 31,
	2021		2020

Supplemental schedule of operating cash flow information:
Interest paid, net of amounts capitalized	$	6,760	$	8,317
Income taxes paid	$	10,126	$	199

See accompanying Notes to Consolidated Financial Statements - Unaudited.

‎

BLUEGREEN VACATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1. Organization and Basis of Financial Statement Presentation

Bluegreen Vacations Corporation is referred to in this report together with its consolidated subsidiaries as “Bluegreen Vacations”, “Bluegreen”, “the Company”, “we”, “us” and “our”. Bluegreen 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 our opinion, the financial information furnished herein reflects all adjustments consisting of normal recurring items necessary for a fair presentation of our financial position, results of operations, and cash flows for the interim periods reported in this Quarterly Report on Form 10-Q. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, actual results could differ from those estimates. Due to the unprecedented impact and uncertainties related to Coronavirus Disease 2019 (“COVID-19”) pandemic, including its potential future impact and other factors, the results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or any other future interim or annual periods. The accompanying financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the SEC on March 12, 2021 (the “2020 Annual Report on Form 10-K”).

Our Business

We are a leading vacation ownership company that markets and sells vacation ownership interests (“VOIs”) and manages resorts in popular leisure and urban destinations. Our resort network includes 45 Club Resorts (resorts in which owners in the Bluegreen Vacation Club (“Vacation Club”) have the right to use most of the units in connection with their VOI ownership) and 23 Club Associate Resorts (resorts in which owners in our Vacation Club have the right to use a limited number of units in connection with their VOI ownership). Our Club Resorts and Club Associate Resorts are primarily located in high-volume, “drive-to” vacation locations, including Orlando, Las Vegas, Myrtle Beach and Charleston, among others. Through our points-based system, the approximately 214,000 owners in our Vacation Club have the flexibility to stay at units available at any of our resorts and have access to over 11,300 other hotels and resorts through partnerships and exchange networks. The resorts in which we market, sell or manage VOIs were either developed or acquired by us, or were developed and are owned by third parties. We earn fees for providing sales and marketing services to third party developers. We also earn fees for providing management services to the Vacation Club and homeowners’ associations (“HOAs”), mortgage servicing, VOI title services, reservation services, and construction design and development services. In addition, we provide financing to qualified VOI purchasers, which generates significant interest income.

We derive a significant portion of our revenue from our capital-light business model, which utilizes our expertise and infrastructure to generate both VOI sales and recurring revenue from third parties without the significant capital investment generally associated with the development and acquisition of resorts. Our capital-light business activities include sales of VOIs owned by third-party developers pursuant to which we are paid a commission (“fee-based sales”) and sales of VOIs that we purchase under just-in-time (“JIT”) arrangements with third-party developers or from secondary market sources. In addition, as described above, we provide resort and resort developers with other fee-based services, including resort management, mortgage servicing, title services and construction management, and generate income through financing provided to qualified VOI purchasers in connection with VOI sales.

Our operations and activities have been materially adversely impacted by the COVID-19 pandemic as discussed further below and elsewhere herein.

‎

Merger; Parent Company

On May 5, 2021, Bluegreen Vacations Holding Corporation (“BVH”), formerly BBX Capital Corporation, which previously owned approximately 93% of Bluegreen’s issued and outstanding common stock acquired all of the approximately 7% of the outstanding shares of Bluegreen’s common stock not already beneficially owned by BVH through a statutory short-form merger under Florida law. In connection with the merger, Bluegreen’s shareholders (other than BVH) are entitled to receive 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. As a result of the completion of the merger, Bluegreen has become a wholly owned subsidiary of BVH and Bluegreen’s common stock is no longer publicly traded.

Principles of Consolidation and Basis of Presentation

Our unaudited consolidated financial statements include the accounts of all of our wholly owned subsidiaries, entities in which we hold a controlling financial interest, including Bluegreen/Big Cedar Vacations, LLC (a joint venture in which we are deemed to hold a controlling financial interest based on our 51% equity interest, our active role as the day-to-day manager of its activities, and our majority voting control of its management committee (“Bluegreen/Big Cedar Vacations”), and variable interest entities (sometimes referred to herein as “VIEs”) of which we are the primary beneficiary, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Consolidations (Topic 810). We do not consolidate the statutory business trusts formed by us to issue trust preferred securities as these entities represent VIEs in which we are not the primary beneficiary. The statutory business trusts are accounted for under the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation.

Continued Impact of COVID-19 on our Business

We continue to be adversely affected by the economic impact of the COVID-19 pandemic. In response to the pandemic, we temporarily closed all of our VOI sales centers and marketing operations in the last week of March 2020 and took other measures with a goal of mitigating the impact of the pandemic and positioning the Company to navigate the pandemic successfully. By March 31, 2021, we were operating marketing kiosks at 105 Bass Pro Shops and Cabela’s stores, including 7 new Cabela’s locations opened during the three months ended March 31, 2021; had reactivated the Choice Hotels call transfer program; had reopened all of our resorts; and reopened all but two of our VOI sales centers. Further, resort occupancy rates were approximately 70% at resorts with sales centers in the first quarter of 2021 compared to 66% in the first quarter of 2020 and vacation packages sold were 15% higher in the first quarter of 2021 compared to the first quarter of 2020. Although this trend of reduced travel for vacation packages sold prior to the COVID-19 pandemic still exists, we are encouraged by the eagerness of our owners to travel to our resorts and for the first quarter of 2021 we have sold 49,000 vacation packages compared to 43,000 in the first quarter of 2020.

Use of Estimates

Our financial statements are prepared in conformity with GAAP, which requires us 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 our financial statements. Although our current estimates contemplate current and expected future conditions, as applicable, actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. In particular, a number of estimates have been and will continue to be affected by the ongoing COVID-19 pandemic. The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly changing and difficult to predict. As a result, our accounting estimates and assumptions may change over time in response to COVID-19. Such changes could result in, among other adjustments, future impairments of intangibles and long-lived assets, incremental credit losses on VOI notes receivable, a decrease in the carrying amount of our tax assets, or an increase in other obligations as of the time of a relevant measurement event.

Reclassification of Prior Period Presentation

Certain prior period balances were reclassified to conform to the current period presentation. The reclassification had no impact on our statements of operations and comprehensive income or statements of cash flows.

2. Recently Issued Accounting Pronouncements

Future Adoption of Recently Issued Accounting Pronouncements

The FASB has issued the following accounting pronouncement and guidance relevant to our operations which had not yet been adopted as of March 31, 2021:

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effect of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides relief for companies preparing for the discontinuation of LIBOR in response to the Financial Conduct Authority (the regulatory authority over LIBOR) plan for a phase out of regulatory oversight of LIBOR interest rate indices after 2021 to allow for an orderly transition to an alternate reference rate. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to LIBOR for promissory notes or other contracts that are currently indexed to LIBOR. The ARRC has proposed a market transition plan to SOFR from LIBOR and organizations are currently working on transition plans as it relates to derivatives and cash markets exposed to LIBOR. Although our VOIs notes receivable from our borrowers are not indexed to LIBOR, as of March 31, 2021 we had $104.8 million of LIBOR indexed junior subordinated debentures, $66.7 million of LIBOR indexed receivable-backed notes payable and lines of credit and $108.1 million of LIBOR indexed lines of credit and notes payable (which are not receivable-backed) that mature after 2021. Companies can apply ASU 2020-04 immediately. However, the guidance will only be available for a limited time, generally through December 31, 2022. We are evaluating the potential impact that the eventual replacement of the LIBOR benchmark interest rate could have on our results of operations, liquidity and consolidated financial statements.

3. Revenue From Contracts with Customers

We operate our business in the following two segments: (i) Sales of VOIs and financing; and (ii) Resort operations and club management. The table below sets forth our disaggregated revenue by segment from contracts with customers (in thousands).


	For the Three Months Ended
	March 31,
	2021		2020

Sales of VOIs ⁽¹⁾	$	55,931	$	45,128
Fee-based sales commission revenue ⁽¹⁾		25,718		41,365
Resort and club management revenue ⁽²⁾		24,928		25,029
Cost reimbursements ⁽²⁾		16,608		19,120
Title fees and other ⁽¹⁾		2,274		2,723
Other revenue ⁽²⁾		1,695		1,562
Revenue from customers		127,154		134,927
Interest income ⁽³⁾		19,205		21,866
Other income, net		—		133
Total revenue	$	146,359	$	156,926

(1) Included in our sales of VOIs and financing segment described in Note 12.

(2) Included in our resort operations and club management segment described in Note 12.

(3) Interest income of $19.1 million and $20.1 million for the three months ended March 31, 2021 and 2020, respectively, is included in our sales of VOIs and financing segment described in Note 12.

‎

4. Notes Receivable

The table below provides information relating to our notes receivable and our allowance for loan losses (dollars in thousands):



	As of
	March 31,		December 31,
	2021		2020
Notes receivable secured by VOIs:
VOI notes receivable - non-securitized	$	179,389	$	156,078
VOI notes receivable - securitized		365,417		395,315
Gross VOI notes receivable		544,806		551,393
Allowance for loan losses - non-securitized		(46,907)		(38,750)
Allowance for loan losses - securitized		(96,335)		(103,294)
Allowance for loan losses		(143,242)		(142,044)
VOI notes receivable, net	$	401,564	$	409,349
Allowance as a % of Gross VOI notes receivable		26%		26%

The weighted-average interest rate charged on our notes receivable secured by VOIs was 15.1% and 15.0% at March 31, 2021 and December 31, 2020, respectively. All of our VOI loans bear interest at fixed rates. Our VOI notes receivable are generally secured by property located in Florida, Missouri, Nevada, South Carolina, Tennessee, and Wisconsin.

Allowance for Loan Losses

The activity in our allowance for loan losses was as follows (in thousands):



	For the Three Months Ended
	March 31,
		2021		2020
Balance, beginning of period	$	142,044	$	140,630
Provision for loan losses		12,319		30,353
Less: Write-offs of uncollectible receivables		(11,121)		(15,817)
Balance, end of period	$	143,242	$	155,166

We monitor the credit quality of our receivables on an ongoing basis. We hold large amounts of homogeneous VOI notes receivable and assess uncollectibility based on pools of receivables as we do not believe that there are significant concentrations of credit risk with any individual counterparty or groups of counterparties. In estimating loan losses, we do not use a single primary indicator of credit quality but instead evaluate our 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 COVID-19 pandemic has had a material adverse impact on unemployment in the United States and economic conditions in general and the impact may continue for some time. In March 2020, we recorded an additional allowance of $12.0 million which included our estimate at that time of customer defaults as a result of changing economic factors related to the COVID-19 pandemic. We believe that the COVID-19 pandemic will continue to have an impact on the collectability of our VOI notes receivable. We continue to evaluate the impact of the COVID-19 pandemic on our default or delinquency rates as it is rapidly changing and highly uncertain. Our estimates may not prove to be correct and our allowance for loan losses may not prove to be adequate.

‎

Additional information about our VOI notes receivable by year of origination is as follows as of March 31, 2021 (in thousands):


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

701+	$	20,054	$	64,272	$	77,853	$	51,834	$	34,447	$	56,733	$	305,193
601-700		13,783		41,385		42,192		31,643		22,725		51,915		203,643
<601⁽¹⁾		718		3,744		4,272		2,821		1,996		5,602		19,153
Other ⁽²⁾		—		605		1,179		3,678		3,620		7,735		16,817
Total by FICO score	$	34,555	$	110,006	$	125,496	$	89,976	$	62,788	$	121,985	$	544,806

Defaults	$	—	$	2,054		3,272	$	2,780	$	1,909	$	1,106	$	11,121
Allowance for loan loss	$	9,036	$	33,497	$	36,001	$	25,168	$	15,308	$	24,232	$	143,242

Delinquency status:
Current	$	34,485	$	105,915	$	119,847	$	83,452	$	57,110	$	110,863	$	511,672
31-60 days		70		1,118		1,245		890		402		865		4,590
61-90 days		—		1,015		1,302		667		738		912		4,634
Over 91 days ⁽²⁾		—		1,958		3,102		4,967		4,538		9,345		23,910
Total	$	34,555	$	110,006	$	125,496	$	89,976	$	62,788	$	121,985	$	544,806

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

(2)Includes $13.1 million related to VOI notes receivable that, as of March 31, 2021, had defaulted, but the related VOI note receivable balance had not yet been charged off in accordance with the provisions of certain of our receivable-backed notes payable transactions. These VOI notes receivable have been reflected in the allowance for loan losses.

‎

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


	Year of Origination
	2020		2019		2018		2017		2016		2015 and Prior		Total

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

Defaults	$	1,678	$	13,678		14,297	$	9,331	$	7,299	$	9,244	$	55,527
Allowance for loan loss	$	33,441	$	37,845	$	27,552	$	16,794	$	12,097	$	14,315	$	142,044

Delinquency status:
Current	$	113,954	$	129,817	$	89,744	$	61,279	$	50,671	$	71,646	$	517,111
31-60 days		1,040		1,531		1,093		925		547		642		5,778
61-90 days		807		1,137		931		777		365		524		4,541
Over 91 days ⁽²⁾		934		2,539		5,711		4,679		3,235		6,865		23,963
Total	$	116,735	$	135,024	$	97,479	$	67,660	$	54,818	$	79,677	$	551,393

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

(2)Includes $11.4 million related to VOI notes receivable that, as of December 31,2020, had defaulted, but the related VOI note receivable balance had not yet been charged off in accordance with the provisions of certain of our 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
	March 31,		December 31,
	2021		2020
FICO Score
No Score⁽¹⁾	1	%	1	%
<600	3		3
601-699	38		37
700+	58		59
Total	100	%	100	%

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

Our 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 March 31, 2021 and December 31, 2020, $23.9 million and $24.0 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, our VOI notes receivable are generally written off against the allowance for loan loss. Accrued interest was $3.8 million and $3.9 million as of March 31, 2021 and December 31, 2020, respectively, and is included within other assets in our unaudited consolidated balance sheets herein.

5. Variable Interest Entities

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

In these securitizations, we generally retain a portion of the securities and continue to service the securitized notes receivable. Under these arrangements, the cash payments received from obligors on the receivables sold are generally applied monthly to pay fees to service providers, make interest and principal payments to investors, and fund required reserves, if any, with the remaining balance of such cash retained by us; 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 March 31, 2021, we were in compliance with all terms under our securitization transactions, and no trigger events had occurred but there is no assurance that compliance will be maintained in the future.

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

Under the terms of certain of our VOI note sales, we have 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 by us of defaulted notes for the three months ended March 31, 2021 and 2020 were $3.8 million and $4.3 million, respectively. Our maximum exposure to loss relating to our 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 our consolidated VIEs are as follows (in thousands):



	As of
	March 31,		December 31,
	2021		2020

Restricted cash	$	18,297	$	20,469
Securitized notes receivable, net		269,082		292,021
Receivable backed notes payable - non-recourse		325,317		341,532

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

‎

6. Inventory

Our VOI inventory consists of the following (in thousands):



	As of
	March 31,		December 31,
	2021		2020

Completed VOI units	$	264,774	$	268,686
Construction-in-progress		8,175		—
Real estate held for future development		72,141		78,436
Total	$	345,090	$	347,122

7. Debt

Lines-of-Credit and Notes Payable

We have outstanding borrowings with various financial institutions and other lenders. Financial data related to our lines of credit and notes payable (other than receivable-backed notes payable, which are discussed below) as of March 31, 2021 and December 31, 2020, were as follows (dollars in thousands):



	As of
	March 31, 2021					December 31, 2020
	Balance		Interest ‎Rate	Carrying ‎Amount of ‎Pledged ‎Assets		Balance		Interest ‎Rate	Carrying ‎Amount of ‎Pledged ‎Assets

NBA Éilan Loan		—	—		—		15,903	4.75%		28,491
Fifth Third Syndicated LOC		20,000	2.50%		37,488		30,000	2.25%		50,822
Fifth Third Syndicated Term		92,500	2.51%		173,383		93,750	2.25%		158,817
Unamortized debt issuance costs		(1,050)	—		—		(1,267)	—		—
Total	$	111,450		$	210,871	$	138,386

BLUEGREEN VACATIONS CORP 10-Q