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8-K - BLUEGREEN VACATIONS CORPi00231_bxg-8k.htm

 

 

 

(BLUEGREEN LOGO)

 

 

 

 

 

CONTACT:

-OR-

INVESTOR RELATIONS:

Bluegreen Corporation

 

The Equity Group Inc.

Tony Puleo

 

Devin Sullivan

Chief Financial Officer

 

Senior Vice President

(561) 912-8270

 

(212) 836-9608

tony.puleo@bluegreencorp.com

 

dsullivan@equityny.com

FOR IMMEDIATE RELEASE

BLUEGREEN CORPORATION REPORTS 2011 FIRST QUARTER FINANCIAL RESULTS

Overview

 

 

Resorts system-wide sales, including sales made on behalf of third parties, rose 6% to $58.5 million for Q1 2011 from $55.3 million for Q1 2010

Total fee-based service revenues rose 7% to $28.0 million for Q1 2011 from $26.2 million for Q1 2010

Net income for Q1 2011 was $2.5 million, or $0.08 per diluted share, compared to a net loss of $7.9 million, or $0.25 per diluted share, in Q1 2010

Cash flow from operating and investing activities rose 40% to $34.0 million for Q1 2011 from $24.3 million for Q1 2010

Unrestricted cash and cash equivalents at March 31, 2011 of $57.5 million

Boca Raton, Fla. – May 13, 2011 – Bluegreen Corporation (NYSE: BXG), a leading provider of Colorful Places to Live and Play®, today announced financial results for the three months ended March 31, 2011.

John M. Maloney Jr., President and Chief Executive Officer of Bluegreen, commented, “We are pleased to begin 2011 on such a positive note, with improved earnings, continued growth in cash flow from operating and investing activities, and continued growth of our fee-based services business model. VOI system-wide sales increased in Q1 2011 compared to Q1 2010, although we will attempt to continue to align sales levels with our desired marketing efficiencies and receivables financing capacity. We remain committed to the long-term growth and success of our business, while delivering what we believe is a vacation experience that ranks among the best in the industry.”

Mr. Maloney continued by noting additional operating highlights for Q1 2011:

 

 

 

 

 

In connection with its fee-based services business, Bluegreen Resorts (“Resorts”) sold $16.9 million of third-party VOI inventory in Q1 2011, generating sales and marketing commissions of approximately $10.8 million, which contributed an estimated $1.1 million to Resorts operating profit. This compares to sales of $15.8 million of third-party VOI inventory, which generated sales and marketing commissions of $10.2 million and contributed an estimated $0.9 million to Resorts operating profit in Q1 2010. In Q1 2011, we provided sales and marketing services for six resorts under fee-based service arrangements, as compared to four such arrangements during Q1 2010;

 

 

 

 

 

 

Total revenues from fee-based services (including sales and marketing commissions, resort management services, title and other services) rose 7% to $28.0 million in Q1 2011. As of March 31, 2011, we managed 42 timeshare resort properties and hotels compared to 40 as of March 31, 2010;

 

 

 

 

 

 

Cash received from Resorts sales - either at closing or within 30 days of closing - represented 59% of Resorts sales in Q1 2011, compared to 48% in Q1 2010;

 

 

 

 

 

 

Sales to existing Bluegreen Vacation Club owners represented 59% of total Resorts sales in Q1 2011 as compared to 62% in Q1 2010 as sales to new customers increased;

 




 

 

Bluegreen Corporation

 

May 13, 2011

Page 2


 

 

 

 

 

Cash flow from operating and investing activities was $34.0 million for the three months ended March 31, 2011 compared to $24.3 million for the three months ended March 31, 2010; and

 

 

 

 

 

 

Debt-to-equity (recourse and non-recourse) declined to 2.44:1 at March 31, 2011 from 2.58:1 at December 31, 2010. Debt-to-equity (recourse only) declined to 1.16:1 at March 31, 2011 from 1.22:1 at December 31, 2010.

 

Net income for Q1 2011 was $2.5 million, or $0.08 per diluted share, compared to a net loss of $7.9 million, or $0.25 per diluted share, in Q1 2010. The net loss for Q1 2010 included non-cash pre-tax charges of $13.0 million, comprised of a $10.7 million charge to increase the reserve for loan losses on VOI notes receivable generated prior to December 15, 2008 (the date we implemented our FICO® score-based underwriting program) and a $5.3 million impairment charge related to Bluegreen Communities inventory, partially offset by a $3.0 million reduction in Resorts cost of sales associated with the increase in loan loss reserves. Excluding these non-cash charges, non-GAAP net loss for Q1 2010 would have been $0.3 million, or $0.01 per diluted share.

BLUEGREEN RESORTS

Supplemental Segment Financial Data and Reconciliation of System-Wide Sales to GAAP Resorts Sales of Real Estate
Three Months Ended March 31, 2011 and March 31, 2010
(In 000’s, except percentages) (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 


 

 

 

 

 

March 31,
2011

 

% of
System-wide
Sales, net

 

March 31,
2010

 

% of
System-wide
Sales, net

 

 

 


 


 


 


 

System-wide sales of VOI’s (1)

 

$

58,474

 

 

 

 

$

55,272

 

 

 

 

Change in sales deferred under timeshare accounting rules

 

 

(516

)

 

 

 

 

(2,497

)

 

 

 

Estimated uncollectible VOI notes receivable

 

 

(4,119

)

 

 

 

 

(4,310

)

 

 

 

 

 



 

 

 

 



 

 

 

 

System-wide sales, net (1)

 

 

53,839

 

 

100

%

 

48,465

 

 

100

%

Less: Sales of third-party VOIs

 

 

(16,910

)

 

(31

)

 

(15,754

)

 

(33

)

Adjustments to allowance for loan losses

 

 

 

 

 

 

(10,704

)

 

(22

)

 

 



 



 



 



 

Sales of real estate

 

 

36,929

 

 

69

 

 

22,007

 

 

45

 

Cost of real estate sales(2)

 

 

10,538

 

 

29

 

 

6,088

 

 

28

 

 

 



 



 



 



 

Gross profit (2)

 

 

26,391

 

 

71

 

 

15,919

 

 

72

 

Fee-based sales commission revenue

 

 

10,764

 

 

20

 

 

10,180

 

 

21

 

Other resort fee-based services revenues

 

 

17,200

 

 

32

 

 

15,976

 

 

33

 

Cost of other resort fee-based services (3)

 

 

13,081

 

 

24

 

 

11,475

 

 

24

 

Selling and marketing expense

 

 

28,529

 

 

53

 

 

27,383

 

 

57

 

Resorts G & A expense

 

 

4,186

 

 

8

 

 

4,441

 

 

9

 

 

 



 



 



 



 

Bluegreen Resorts operating profit (loss) (4)

 

$

8,559

 

 

16

%

$

(1,224

)

 

(3

)%

 

 



 



 



 



 


 

 

(1)

Includes sales of VOIs made on behalf of third parties. These sales are transacted through the same process as the sale of our VOI inventory.

 

 

(2)

Percentages for cost of real estate sales and gross profit are calculated as a percentage of sales of real estate.

 

 

(3)

Includes approximately $3.6 million and $4.1 million of net carrying cost of VOI inventory for the three months ended March 31, 2010 and 2011, respectively.

 

 

(4)

Resorts operating profit (loss) is defined as operating profit (loss) prior to the allocation of corporate overhead, mortgage servicing operations, interest income, other income, net, interest expense, non-controlling interest and income taxes. A reconciliation of Resorts operating profit (loss) to income (loss) before non-controlling interest and provision (benefit) for income taxes is included in this release.

Higher system-wide sales of VOIs benefited from a 9% increase in sales prospect tours to 32,284 in Q1 2011 compared to 29,553 in Q1 2010, partially offset by a decrease in sale-to-tour conversion ratio to 15.1% for Q1 2011 from 16.2% in Q1 2010. Resorts also experienced a higher average sales price per transaction of $12,106 for Q1 2011 as compared to $11,712 for Q1 2010.



 

 

Bluegreen Corporation

 

May 13, 2011

Page 3

As a percentage of system-wide sales, net, selling and marketing expenses decreased from 57% in Q1 2010 to 53% in Q1 2011, due to a shift to what we believe are more efficient marketing programs, and a higher average sales price during the 2011 period.

Resorts operating profit improved to $8.6 million, or 16% of system-wide sales, net, in Q1 2011, from an operating loss of $1.2 million in Q1 2010. The loss in Q1 2010 was attributable to the above described $10.7 million charge to increase the estimated allowance for loan losses on loans originated prior to the December 15, 2008 implementation of more stringent credit underwriting standards, partially offset by a $3.0 million reduction in Resorts cost of sales in connection with the increase in loan loss reserves; there was no such allowance recorded in Q1 2011. Excluding this charge, the segment operating profit for Resorts in Q1 2010 would have been $6.5 million, or 13% of system-wide sales, net.

As previously noted, on December 15, 2008 (“12/15/08”) Bluegreen implemented a FICO® score-based credit underwriting program. Defaults on the portfolio originated before 12/15/08 decreased to a 12.2% average annual default rate for the twelve months ended March 31, 2011 compared to 15.3% for the twelve months ended March 31, 2010. These default rates compare to an average annual default rate on the portfolio originated after 12/15/08 of 6.3% for the twelve months ended March 31, 2011. As of March 31, 2011, the delinquency rates of VOI notes receivable over 30 days past due were 4.6% for notes originated prior to 12/15/08 and 2.3% for notes originated on or after 12/15/08.

 

BLUEGREEN COMMUNITIES

Supplemental Segment Financial Data

Three Months Ended March 31, 2011 and March 31, 2010

(In 000’s, except percentages) (unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 


 

 

 

March 31,
2011

 

% of Sales

 

March 31,
2010

 

% of Sales

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross sales of real estate

 

$

2,740

 

 

 

 

$

3,382

 

 

 

 

Changes in sales deferred under percentage of completion accounting

 

 

1,240

 

 

 

 

 

(136

)

 

 

 

 

 



 

 

 

 



 

 

 

 

Sales of real estate

 

 

3,980

 

 

100

%

 

3,246

 

 

100

%

Cost of sales of real estate(1)

 

 

2,441

 

 

61

 

 

7,940

 

 

245

 

 

 



 



 



 



 

Gross profit (loss)(1)

 

 

1,539

 

 

39

 

 

(4,694

)

 

(145

)

Other operations revenues

 

 

434

 

 

11

 

 

351

 

 

11

 

Cost of other operations

 

 

886

 

 

22

 

 

747

 

 

23

 

Selling and marketing expense

 

 

1,093

 

 

27

 

 

1,021

 

 

31

 

Bluegreen Communities G& A expense

 

 

1,469

 

 

37

 

 

1,631

 

 

50

 

 

 



 



 



 



 

Bluegreen Communities operating loss (2)

 

$

(1,475

)

 

(37

)%

$

(7,742

)

 

(239

)%

 

 



 



 



 



 


 

 

(1)

Percentages for cost of real estate sales and gross profit are calculated as a percentage of sales of real estate. Cost of real estate sales for the three months ended March 31, 2010 includes non-cash charges of $5.3 million to write-down the inventory balances of certain phases of our completed properties to their estimated net realizable value.

 

 

(2)

Bluegreen Communities operating loss is defined as operating loss prior to the allocation of corporate overhead, mortgage servicing operations, interest income, other income, net, interest expense, non-controlling interest and income taxes. A reconciliation of Bluegreen Communities operating loss to income (loss) before non-controlling interest and provision (benefit) for income taxes is included in this release.




 

 

Bluegreen Corporation

 

May 13, 2011

Page 4

Bluegreen Communities continues to experience low consumer demand for its homesites. As previously announced, Bluegreen’s Board of Directors has engaged advisors to explore strategic alternatives for Bluegreen Communities, including a possible sale of the division. The announcement regarding strategic alternatives may have a material adverse effect on Bluegreen Communities’ operations, may not result in the pursuit or consummation of a transaction and if a transaction is ultimately consummated, such transaction may not result in improvements to our financial condition and operating results. As of March 31, 2011, the carrying value of the Bluegreen Communities inventory was $82.6 million. Additional information regarding the strategic alternatives and operations of Bluegreen Communities will be available in the Company’s Form 10-Q, which we expect to file with the SEC on or about May 13, 2011.

INTEREST INCOME AND INTEREST EXPENSE

Net interest spread includes the excess of interest earned on $682.0 million of notes receivable (which notes receivable are as of March 31, 2011) net of interest expense incurred on $538.7 million of related receivable-backed debt as of March 31, 2011. Net interest spread decreased to $14.1 million in Q1 2011 from $16.2 million in Q1 2010, as the outstanding balance of Bluegreen’s vacation ownership notes receivable portfolio has continued to decrease from historical levels. Bluegreen expects its notes receivable portfolio to continue to decrease in the near term as more of the Resorts VOI sales are realized in cash. Other interest expense, which is primarily comprised of interest on lines of credit, notes payable and our junior subordinated debentures, decreased to $4.9 million in Q1 2011 from $5.8 million in Q1 2010.

ABOUT BLUEGREEN CORPORATION

Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation (NYSE:BXG) is the leader in providing Colorful Places to Live and Play® through its vacation ownership resort and residential real estate businesses. Bluegreen Resorts manages, markets and sells the Bluegreen Vacation Club, a flexible, real estate-based vacation ownership plan with more than 160,000 owners, over 56 owned or managed resorts, and access to more than 4,000 resorts worldwide. Bluegreen Communities has developed master-planned residential and golf communities primarily in the southern and southeastern U.S., and has sold over 55,000 homesites. We also offer a portfolio of comprehensive, turnkey, fee-based service resort management, financial services, customer generation and sales solutions to third-party developers and lenders. For more information, visit www.bluegreencorp.com.

Statements in this release may constitute forward looking statements and are made pursuant to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Forward looking statements are based largely on expectations and are subject to a number of risks and uncertainties including, but not limited to, the risks and uncertainties associated with economic, credit market, competitive and other factors affecting the Company and its operations, markets, products and services; the general risks associated with strategic transactions, including the Company’s ability to identify desirable strategic alternatives for its Communities business, the level of interest of third parties in pursuing a possible strategic transaction for Communities, the ability to negotiate a mutually acceptable definitive agreement to effect a possible strategic transaction, and, if that occurs, the consummation of the transaction and the potential negative impact on the Company’s customers, employees and others of the Company exploring strategic alternatives and opportunities and of any specific strategic alternative or opportunity selected by the Company; the Company’s efforts to improve its liquidity through cash sales and larger down payment on financed sales may not be successful; the performance of the Company’s vacation ownership notes receivable may deteriorate and the FICO® score-based credit underwriting standards may not have the expected effects on the performance of the receivables; the Company may not be in a position to draw down on its existing credit lines or may be unable to renew, extend or replace such lines of credit; the Company may require new credit lines to provide liquidity for its operations, including facilities to sell or finance its notes receivable; the Company may not be able to successfully securitize additional timeshare loans and/or obtain adequate receivable credit facilities in the future; additional impairment charges related to our real estate inventories, notes receivable or other assets may be required; risks relating to pending or future litigation, regulatory proceedings, claims and assessments; sales and marketing strategies related to Resorts and Communities properties may not be successful; retail prices and homesite yields for Communities properties may be below the Company’s estimates; marketing costs may increase and not result in increased sales; sales to existing owners may not continue at current levels or decrease; fee-based service initiatives may not be successful and may not grow or generate profits as anticipated; deferred sales may not be recognized to the extent or at the time anticipated; and the risks and other factors detailed in the Company’s SEC filings, including those contained in the “Risk Factors” section of such filings.



 

 

Bluegreen Corporation

 

May 13, 2011

Page 5

### #### ###

Condensed Consolidated Statements of Operations
(In 000’s, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 


 

 

 

March 31,
2011

 

March 31,
2010

 

 

 


 


 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross sales of real estate

 

$

45,028

 

$

40,267

 

Estimated uncollectible VOI notes receivable

 

 

(4,119

)

 

(15,014

)

 

 



 



 

Sales of real estate

 

 

40,909

 

 

25,253

 

 

 

 

 

 

 

 

 

Other resort and communities operations revenue

 

 

17,634

 

 

16,327

 

Fee-based sales commission revenue

 

 

10,764

 

 

10,180

 

Interest income

 

 

24,556

 

 

27,491

 

Other income, net

 

 

324

 

 

332

 

 

 



 



 

Total revenues

 

 

94,187

 

 

79,583

 

 

 



 



 

 

 

 

 

 

 

 

 

COSTS and EXPENSES:

 

 

 

 

 

 

 

Cost of real estate

 

 

12,979

 

 

14,028

 

Cost of other resort and communities operations

 

 

13,967

 

 

12,222

 

Selling, general and administrative expenses

 

 

46,506

 

 

48,373

 

Interest expense

 

 

15,378

 

 

17,054

 

 

 



 



 

Total costs and expenses

 

 

88,830

 

 

91,677

 

 

 



 



 

 

 

 

 

 

 

 

 

Income (loss) before non-controlling interests, provision (benefit) for income taxes

 

 

5,357

 

 

(12,094

)

Provision (benefit) for income taxes

 

 

1,667

 

 

(5,776

)

 

 



 



 

Net income (loss)

 

 

3,690

 

 

(6,318

)

Less: Net income attributable to non-controlling interest

 

 

1,159

 

 

1,539

 

 

 



 



 

Net income (loss) attributable to Bluegreen Corporation

 

$

2,531

 

$

(7,857

)

 

 



 



 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

$

(0.25

)

 

 



 



 

Diluted

 

$

0.08

 

$

(0.25

)

 

 



 



 

 

 

 

 

 

 

 

 

Weighted average number of common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

31,178

 

 

31,135

 

 

 



 



 

Diluted:

 

 

32,055

 

 

31,135

 

 

 



 



 




 

 

Bluegreen Corporation

 

May 13, 2011

Page 6

Condensed Consolidated Balance Sheets
(In 000’s, except per share data)

 

 

 

 

 

 

 

 

 

 

March 31,
2011

 

December 31,
2010

 

 

 


 


 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrestricted cash and cash equivalents

 

$

57,533

 

$

72,085

 

Restricted cash ($38,735 and $41,243 held by VIEs at March 31, 2011 and December 31, 2010, respectively)

 

 

50,127

 

 

53,922

 

Notes receivable including gross securitized notes of $505,459 and $533,479 (net of allowance of $128,772 and $143,160 at March 31, 2011 and December 31, 2010, respectively)

 

 

553,188

 

 

568,985

 

Prepaid expenses

 

 

12,463

 

 

4,882

 

Other assets

 

 

50,577

 

 

56,790

 

Inventory

 

 

410,357

 

 

419,877

 

Property and Equipment, net

 

 

77,905

 

 

79,391

 

 

 



 



 

Total assets

 

$

1,212,150

 

$

1,255,932

 

 

 



 



 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

8,505

 

$

8,243

 

Accrued liabilities and other

 

 

56,207

 

 

60,518

 

Deferred income

 

 

19,206

 

 

17,550

 

Deferred income taxes

 

 

27,272

 

 

25,605

 

Receivable-backed notes payable – recourse ($20,769 and $22,759 held by VIEs at March 31, 2011 and December 31, 2010, respectively)

 

 

129,090

 

 

135,660

 

Receivable-backed notes payable – non-recourse (held by VIEs)

 

 

409,560

 

 

436,271

 

Lines-of-credit and notes payable

 

 

131,453

 

 

142,120

 

Junior subordinated debentures

 

 

110,827

 

 

110,827

 

 

 



 



 

Total liabilities

 

 

892,120

 

 

936,794

 

 

 

 

 

 

 

 

 

Total equity

 

 

320,030

 

 

319,138

 

 

 



 



 

Total liabilities and shareholders’ equity

 

$

1,212,150

 

$

1,255,932

 

 

 



 



 




 

 

Bluegreen Corporation

 

May 13, 2011

Page 7

BLUEGREEN CORPORATION

Reconciliation of Bluegreen Resorts Operating Profit (Loss) and Bluegreen Communities Operating Loss to
Income (Loss) Before Non-controlling Interest & Provision (Benefit) for Income Taxes
(in 000’s)(Unaudited)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 


 

 

 

March 31,
2011

 

March 31,
2010

 

 

 


 


 

Operating profit (loss) for Bluegreen Resorts

 

$

8,559

 

$

(1,224

)

Operating loss for Bluegreen Communities

 

 

(1,475

)

 

(7,742

)

Interest income

 

 

24,556

 

 

27,491

 

Other income, net

 

 

324

 

 

332

 

Corporate general and administrative expenses

 

 

(10,396

)

 

(12,912

)

Mortgage servicing operations

 

 

(833

)

 

(985

)

Interest expense

 

 

(15,378

)

 

(17,054

)

 

 



 



 

Income (loss) before non-controlling interest and provision (benefit) for income taxes

 

$

5,357

 

$

(12,094

)

 

 



 



 

Reconciliation of Q1 2010 Non-GAAP Net Loss to Net Loss, as Reported

 

 

 

 

 

 

 

Three Months Ended
March 31, 2010

 

 

 


 

 

 

(Unaudited)

 

Non-GAAP net loss

 

$

(344

)

Non-GAAP charges, before taxes:

 

 

 

 

Charge to increase the allowance for loan losses

 

 

(10,704

)

Change in cost of sales related to allowance and change in estimate

 

 

2,965

 

Charge to write down communities inventory

 

 

(5,297

)

Benefit for income taxes related to non-GAAP charges

 

 

5,523

 

 

 



 

Net loss, as reported

 

$

(7,857

)