Earnings Call Transcript - HGV Q4 2022

Operator, Operator

Good morning, and welcome to the Hilton Grand Vacations Fourth Quarter 2022 Earnings Conference Call. A replay will be available for seven days after the call. The dial-in number is 844-512-2921 with the PIN 13735178. All participants are currently in listen-only mode, and we will take your questions after the presentation. I will now hand the call over to Mark Melnyk, Senior Vice President of IR and G&A. Please proceed, Mark.

Mark Melnyk, Senior Vice President of IR and G&A

Thank you, operator, and welcome to the Hilton Grand Vacations fourth quarter 2022 earnings call. As a reminder, our discussions this morning will include forward-looking statements, actual results could differ materially from those indicated by these forward-looking statements and these statements are effective only as of today. We undertake no obligation to publicly update or revise these statements. For a discussion of some of the factors that could cause actual results to differ, please see the Risk Factors section of our 10-K or other applicable SEC filings. We'll also be referring to certain non-GAAP financial measures. You can find definitions and components of such non-GAAP numbers, as well as reconciliations of non-GAAP and GAAP financial measures discussed today in our earnings press release and on our website at investors.hgv.com. Our reported results for all periods reflect accounting rules under ASC606, which we adopted in 2018. Under ASC606, we're required to defer certain revenues and expenses related to sales made in the period when a project is under construction and then hold off on recognizing those revenues and expenses until the period when construction is completed. To help you make more meaningful period-to-period comparisons, you can find details of our current and historical deferrals and recognitions in Table T1 of our earnings release. For ease of comparability and to simplify our discussion today, our comments on adjusted EBITDA and our real estate results refer to results excluding the net impact of construction-related deferrals and recognitions for all reporting periods. A complete accounting of our historical deferral and recognition activity can be found in Excel format on the Financial Reporting section of our Investor Relations website. In a moment, Mark Wang, our President and Chief Executive Officer, will provide highlights from the quarter in addition to an update of our current operations and company strategy. After Mark's comments, our Chief Financial Officer, Dan Matthews will go through the financial details of the quarter. Mark and Dan will then make themselves available for your questions. With that, let me turn the call over to our President and CEO, Mark Wang.

Mark Wang, President and CEO

Good morning, everyone, and welcome to our fourth quarter earnings call. This past quarter was a great finish to a standout year. Contract sales of $634 million remained nicely ahead of 2019 and EBITDA of $253 million was nearly 25% higher than our pro forma 2019 with margins nearly 300 basis points higher. We had a solid contribution from new buyer channels, which has been a key area of focus and investment, with continued strength in leisure demand and good execution from our teams, we've been successful at activating our package sales pipeline to drive tour growth, which generates NOG and importantly, embeds future value into the business. I'm extremely proud of our entire team, and what they accomplished in the past year. We laid the groundwork for a combined organization through the launch of major programs and integration initiatives. And due to their efforts, we had several milestones faster than we initially modeled, while outperforming our initial underwriting expectations. We've also continued to benefit from consumers pivoting toward experiences, in leisure travel in particular. And while we're monitoring the macro environment, our leisure focus and strong value proposition leaves us well positioned for these ongoing shifts in consumer spending preferences. Earlier this quarter, we wrapped up another successful LPGA Tournament of Champions, which was the second held under the HGV brand. We had great attendance during the week, and our media exposure was up dramatically across all channels this year, with social media impressions tripling to over $750 million and active engagements up six-fold to $1.2 million on top of expanded international television and media coverage. The tournament also serves as our marquee Ultimate Access event of the year and we kicked off this calendar with exclusive programming set-up for our members throughout the week. As a result, we generated 40% more tours from the tournament this year, with new buyer tours more than doubling versus last year. During the tournament, I spent a lot of time with our owners and guests, and I can say that the energy around our brand and the engagement of our member base is really high, which leaves us optimistic about 2023 and beyond. We're confident in our business, as evidenced by our guidance, and we're committed to enhancing shareholder value through continued capital returns. Now before I get into the details of the quarter, I'll start by taking a quick look at what we've accomplished over the past 12 months. It was around this time last year that I said 2022 would be a transformational year for HGV, and that certainly proved to be the case. We launched HGV Max, our new membership offering that links our resort collections and was also the first major club redesign in our history. We launched HGV Ultimate Access, our exclusive experiential platform and hosted over 100,000 members and guests in over 3,000 events, including private concerts, culinary experiences, shows, excursions, and sporting events. We rebranded our sales center to provide a dramatically improved experience to our marketing guests and trained our sales staff to uphold HGV's rigorous standards of integrity. We also rebranded Diamond's largest properties, adding nearly 5,700 keys in new markets like Sedona, Lake Tahoe, Palm Desert, and Virginia Beach. And we also merged our financial and HR systems and integrated the former DRI teams to unify the organization under HGV culture and values. From a financial perspective, we produced record cash flow and EBITDA exceeding our initial underwriting expectations. We built the largest new buyer pipeline in our history, which will provide a source of tour flow in the coming years and embed additional value into the business for years to come. And we achieved an upsized cost synergy goal several quarters ahead of schedule. But equally as important for our shareholders, however, is that the Diamond acquisition has created real economic value. Dan will get into the details here in a minute, but our cash flow, returns on capital and member base are all well ahead of pro forma combined entity pre-acquisition metrics. And these improvements were the results of longer-term value creation initiatives like cost efficiencies, process improvement, and enhancing our product offerings, rather than just taking outsized pricing. So after a year of hard work, we've laid a strong foundation to continue growing the long-term value of the business. Looking forward, 2023 will be a year for further execution of our integration plans. And we'll build upon the successful launch of both Ultimate Access and HGV Max with new programming and features. We’ll rebrand nearly a dozen additional Diamond properties to add to the Hilton Vacation Club collection. And as we've done throughout our history, we’ll maintain our focus on driving new buyer sales and net owner growth. Now, let me take you through a more detailed look at our performance in the fourth quarter. Contract sales strength was driven by the continued improvement in tour flow, which more than offset the expected normalization of VPG. Tours were nearly 85% of 2019, demonstrating continued progress in our pace of recovery. New buyer tours drove the improvement, showing the positive results from our investment efforts. Additionally, transaction volumes were exceptional this quarter, driven by the tour flow improvements and a close rate that remains near all-time highs. That close rate drove VPGs of $4,350, which remains well ahead of 2019 and decelerated only modestly from the recovery pace we saw in Q3. Turning to the demand indicators. Our system occupancy was 79%, seasonally lower than Q3 and in line with the fourth quarter of last year. We saw some softening of occupancy at the end of the quarter that coincided with the holiday airline disruption and unusual storm activity in some markets, but believe that those were isolated issues. Looking forward, on the book arrivals are nicely ahead of 2019 through the entire first half of 2023, with particular strength in our rental arrivals. I'm encouraged that our marketing package pipeline ticked up slightly from Q3, but more importantly, our number of packages with set travel dates also grew, which will drive additional new buyer tour flow in the months ahead and support net owner growth. We ended the year with 519,000 members and NOG of 3.9% on a combined basis, having grown our member base at both HGV and Diamond throughout the year. This is the highest NOG we've generated since we reopened our properties in mid-2020, and I'm really pleased with the results of the investments we've made to drive new buyer channels. This combination of new buyer growth and increased member activity drove club and resort revenue to a record $155 million. And finally, our rental business produced solid revenue results owing to the strong leisure travel environment. To summarize, we feel great about how we closed out a transformational year for HGV. The teams executed against an ambitious and complex plan that involved a lot of heavy lifting, and I'm proud to say we accomplished even more than we anticipated at the close of the acquisition. We've built a strong foundation to build upon in 2023 and beyond with our new membership, new programming, new destinations, and rebranded resorts we think that our value proposition is the strongest it's ever been, which is why we're seeing such a great response from our owners and new buyers. And we're continuously focused on creating value for our shareholders through operational improvements of the business as well as a commitment to capital returns. With that, I'll turn it over to Dan to talk you through the numbers.

Dan Mathewes, CFO

Thank you, Mark, and good morning, everyone. Before we start, note that our reported results for this quarter included $3 million of sales deferrals, reducing reported GAAP revenue associated with presales of the next phase of our Maui project. We also recorded an associated $2 million of direct expense deferrals, resulting in a net benefit of $1 million to our reported EBITDA for the quarter. In my prepared remarks, I'll only refer to metrics, excluding the impact of deferrals, which more accurately reflects the cash flow dynamics of our financial performance during the period. We had a very strong 2022 in the midst of a material amount of integration work and major initiative launches. So we're very proud of everything that the team has accomplished. Contract sales for the year were a record $2.4 billion and EBITDA of $1 billion was nearly 40% ahead of pro forma 2019 with a margin improvement of nearly 600 basis points to 28%. And as Mark mentioned, we're extremely proud of the progress we've made on our integration and we've created real shareholder value with the acquisition. Our 2022 adjusted free cash flow of $563 million was significantly ahead of the pro forma 2019 cash flow. We've maintained our exceptional return on invested capital of over 20% and on a much higher capital base, creating additional value annually. And despite several years of the pandemic, we still drove net owner growth ending 2022 with a member base of roughly 25,000 members higher than in pro forma 2019, which will drive additional future value creation. Now let's review the results for the quarter. Total revenue in the fourth quarter was just under $1 billion. We saw year-over-year revenue growth in all of our segments, led by strength in real estate and financing segments. Q4 reported adjusted EBITDA was $253 million with margins of 25%. Turning to our segments. Within real estate, total contract sales were $634 million. Sales momentum in our owner channel has remained strong and ahead of 2019 levels. And we also saw a nice jump in the recovery pace of our new buyer channel with sales quickly approaching 2019. We're pleased with the initial results from the recent investments in our new buyer channel. From the first half of the year, prior to our investment, to the second half of the year, we saw strong improvements in new buyer tour flow and contract sales pace against 2019 that well exceeded the growth from our owner channel and helped to drive solid NOG growth of 3.9%. We've been monetizing our package pipeline and our activated packages are at the highest level since 2019. And our investments should continue paying dividends. As Mark mentioned, we're seeing very strong arrival growth in our marketing channel as we look out over the coming months. VPG was $4,350 for the quarter, which grew against prior year and 2019. And for the year, VPG finished 31% ahead of 2019. Looking at 2023, as we've said for a number of quarters, we expect to see continued normalization of VPG performance against 2019 as we move through the year. For your modeling purposes, it's important to note that in the first quarter of 2023, we're lapping the highest VPG in the history of the company and thus, we anticipate that while VPG will be ahead of 2019, it will decline against that record from Q1 of last year. Cost of product was 19% of net VOI sales for the quarter. Real estate S&F expense of $243 million for the quarter was 38% of gross contract sales, similar to third quarter levels and reflecting our investments in the new buyer channel. Real estate profit was $172 million for the quarter, with margins of 36%. In our financing business, fourth quarter revenue was $71 million and segment profit was $34 million. I'd note that financing expenses this quarter included a one-time non-cash true-up adjustment to the premium amortization associated with the acquired Diamond portfolio of approximately $9 million. Combined gross receivables for the quarter were $2.5 billion or $1.8 billion net of allowance and our interest income was $65 million. Our originated portfolio weighted average interest rate was 14.3%, while our acquired portfolio had a weighted average interest rate of 15.6% and includes a $6 million contra revenue with the amortization of non-cash premium associated with the portfolio of real receivables that we acquired from Diamond during the acquisition. Our allowance for bad debt was $742 million on that $2.5 billion receivable balance. Of these amounts, the acquired Diamond portfolio, which used Diamond's underwriting standards, was $338 million on a portfolio balance of $709 million. Our annualized default rate for our consolidated portfolios, including the Diamond acquired and underwritten portfolios was 7.9%. This is over 100 basis points lower than last year, with both the acquired and originated portfolios continuing to demonstrate substantial outperformance from our initial underwriting assumptions. Our provision for bad debt was $39 million or 9% of owned contract sales, which remains below our steady-state expectations of a normalized provision, driven by higher down payments and continued levels of elevated prepayments. In our resort and club business, our consolidated member count was 519,000. Our consolidated NOG was 3.9% at the end of the quarter, which I note now includes both HGV and Diamond members. Revenue was $155 million for the quarter and segment profit was $112 million with margins of 72%. Rental and ancillary revenues were $160 million in the quarter with segment profit of $7 million. Fourth quarter margins reflect additional expenses associated with the seasonal effect of member point conversion activity, along with the continued elevated developer maintenance fees associated with the unsold inventory from our recently opened projects. For remodeling, it is important to note that due to the changes made to unify the reporting of HGV and Diamond, there is a timing shift associated with Diamond's member benefit expense that will cause rental and ancillary expenses in the first half to be up materially versus the first half of 2022. For Q1 specifically, we expect that this will result in a year-over-year impact of roughly $14 million, which will impact our reported rental and ancillary profit as well as our overall adjusted EBITDA. I'd emphasize that this adjustment is only timing and reflects a change in the seasonality of expenses in the rental and ancillary segment. This year-over-year impact will reverse through the year to become a fully offsetting benefit in the back half and will not itself have any impact on rental and ancillary profit or just adjusted EBITDA for the year. Bridging the gap between segment adjusted EBITDA and total adjusted EBITDA, corporate G&A was $47 million, License fees were $34 million and JV income was $3 million. Our adjusted free cash flow in the quarter was a use of $92 million, which included inventory spending of $73 million and excludes acquisition-related costs of $40 million. As we mentioned on our prior call, in Q4, we had additional contractual inventory spending for our Sesoko project along with the payment of our cash taxes, which drove the negative adjusted free cash flow in the quarter. For the year, I'm really happy to say, we generated adjusted free cash flow of $563 million, which is a record for the company. We converted 54% of our economic EBITDA into adjusted free cash flow, which was nicely inside of our 50% to 60% target range, and we expect to maintain this conversion range in the years ahead. It is important to note, however, that in 2023 specifically, we do have an additional just-in-time inventory payment for the Central in New York of roughly $140 million, which includes a payment that was deferred during the pandemic. Considering this additional payment, total inventory spend for 2023 is expected to be approximately $400 million versus $175 million in 2022. Despite that, however, we still anticipate achieving the low end of our 50% to 60% target EBITDA conversion range. During the quarter, the company repurchased 2.5 million shares of common stock for $100 million, an average price of $39.88. For the year, we repurchased 7 million shares of stock for $272 million. So on top of spending on our integration, funding our growth and paying down our debt, we returned nearly half of our adjusted free cash flow to our investors through share repurchases and we're continuing that trend thus far in 2023. Through February 24, the company has repurchased an additional 1.8 million shares for $80 million. We currently have $148 million remaining of the $500 million repurchase plan approved by the Board in May of 2022, and we remain committed to enhancing the total return for our shareholders by returning capital. Turning to our outlook. We are setting our 2023 adjusted EBITDA guidance to a range of $1.09 billion to $1.12 billion. Excluding the special reserve release that benefited our third quarter, our guidance implies EBITDA growth of 4% to 7%, which is a great result on top of the strong EBITDA growth we produced this year. Remodeling, I would note that from a seasonal perspective, Q1 EBITDA is typically lower than the preceding fourth quarter and is also typically the lowest EBITDA quarter for the year. Q1 of 2023 will also have the timing impact of the $14 million expense impact in our rental and ancillary segment that I mentioned earlier. As of December 31, our liquidity position consists of $223 million of unrestricted cash and $959 million of availability under our revolving credit facility. Our debt balance at quarter end was comprised of corporate debt of $2.7 billion and a non-recourse debt balance of $1.1 billion. At quarter end, we had $652 million of remaining capacity on our warehouse facility, of which we had $279 million of notes available to securitize and another $338 million of mortgage notes we anticipate being eligible following certain customary milestones, such as first payment, deeding, and recording. Turning to our credit metrics. At the end of Q4, the company's total net leverage was 2.4 times. Finally, before we wrap up our prepared remarks, I wanted to address an item that you will be seeing in our 10-K once it is filed later today. We have identified a material weakness related to Diamond. These items did not impact our business operations or reported processes in any way. They also did not impact our current financial results or our historical results, nor will they result in any revision or restatement of historical financials. We already have a remediation plan in place and we'll provide additional updates through the year, but we fully expect to have these items resolved expeditiously. We will now turn the call over to the operator, and we look forward to your questions.

Operator, Operator

Thank you. Our first question is from Ben Chaiken with Credit Suisse. Please proceed.

Ben Chaiken, Analyst

Hey, Good morning. If I'm not mistaken, I think there's kind of two initiatives underway with the rebrand. I guess one is updating and rebranding the sales centers, which I think you noted on the last call is completed towards the end of 2022. And then second is updating and rebranding the diamond properties themselves. On this first part, the sales centers, is there any type of feedback whether anecdotal or otherwise to help us understand the benefit so far? And then on part two, the property rebrand, have you started to market those properties to Hilton Honors members or is this further down the line? And I have one follow-up. Thanks.

Mark Wang, President and CEO

Yes. Sure, Ben. So on the rebranding front, we basically have rebranded all the legacy Diamond sales centers and implemented our HGV selling technology, our sales approach, our new training. And of course, we've now introduced HGV Max in those sales centers. So a lot of heavy lifting, great work by the team to get all that done. As far as marketing into the sales centers utilizing the Hilton database or Hilton's customer base, we sold 72,000 packages to these locations. And we're starting to see those tourists now arrive to the property. As you recall, these packages, these vacation packages we sell have a 12- to 18-month window for travel. So we started selling these probably at the beginning of the second quarter of last year. So we're starting to see those guests travel. So we're starting to see some revenue synergies there. And I think some of the benefits that we've seen in our outsized DPGs last year have come through the work we've done in repositioning these sales centers and lifting up this new membership program.

Ben Chaiken, Analyst

Got it. That's very helpful. And then switching gears a little bit, fee-for-service mix moved higher in the quarter sequentially. I think we – I think you called out the pipeline is 85% owned, if I'm not mistaken, in the press release. How do we think about the mix in 2023 and 2024 for that matter?

Dan Mathewes, CFO

Hey, Ben, Dan here. Just the easy way to think about it, to your point, most of the inventory that's coming online is owned. Most of the pipeline is owned. So, I would look for the fee-for-service to decrease in 2023 to be more in that range of 20% to 25%. But that doesn’t flows, because obviously when a consumer comes in the door, we take the time to really get to know them and some people are just interested in a deeded product that happens to be fee-for-service. So there is a bit of that play. But with the dynamic of the pipeline being primarily owned inventory, it should decrease to that 20% to 25% range.

Patrick Scholes, Analyst

Hi. Great. Thank you. Good morning, everyone. A couple of questions here. You had used the adverb on some of your forward trends, the adverb being nicely ahead or nicely the adverb. Can you give more granularity, perhaps in percentages on some of those metrics that you brought up?

Dan Mathewes, CFO

Hey Patrick, it's Dan. Any particular metrics, we…

Patrick Scholes, Analyst

I think you were referring to owner visitation and tour packages.

Dan Mathewes, CFO

Sure.

Mark Wang, President and CEO

Yes, this is Mark. Regarding tour flow, 2023 is expected to be a significant year for growth in that area. We experienced strong tour flow growth last year and continue to see high demand from leisure travelers. Our current owners and rental guests are exceeding the levels we observed in 2019. However, the primary growth will stem from new buyers. Both total packages and activated packages have reached record highs. To give you an idea of the trends, our new buyer tour flow compared to 2019 shows 60% in Q1, 68% in Q2, 74% in Q3, and 78% in Q4. We expect this trend to keep growing, aided by our increasing activations and a pipeline of over 500,000 packages. Importantly, our new buyer sales are back up to 94% of the 2019 levels, thanks to improved closing percentages and VPGs. Overall, we anticipate strong tour flow growth this year. It’s worth noting that coming out of the pandemic, our owners returned first, showing increased tour flow transactions and closing rates. The pent-up demand for travel from our dedicated owners led to high VPG, particularly in Q1 of 2022, which was a record for us. Therefore, it’s crucial to acknowledge that we are facing a challenging VPG comparison in Q1. As we’ve mentioned for several quarters, the shift in our mix toward more new buyers will likely moderate our VPG compared to the highs of 2022, approaching what we’ve projected—about 10% to 15% above what we experienced in 2019.

Dan Mathewes, CFO

And Patrick, just to add to that, just to give you another nicely adverb. As Mark was talking about the package sales, we're well over $0.5 million year-over-year, that's increased 18%, but the investment we've made to activating those packages, I think is really underscored by the fact that the percent activated has grown 80% year-over-year. So I think that just speaks to that. But it also talks to that moderation in VPG, right, as new buyers come on, as Mark just went over. Obviously, VPGs will moderate and that will ultimately have an impact on the margins – the EBITDA margins that we see for the overall business. Now this is the same story we've been talking about for a number of quarters, so, no surprise. That moderation should ultimately fall out to be ahead of where the pro forma was in 2019. Obviously, we've capitalized on a lot of cost synergies. Will that normalize in 2023? It'll probably carry into 2024, but that's 100 to 200 basis points, something of that nature where it ultimately falls out. But to avoid any confusion, that's – a percentage moderation from an absolute dollar earning, you can mind new buyers, we sell new buyers at a profit. So we're not talking about lack of earnings growth, it's just a margin percentage moderation.

Patrick Scholes, Analyst

Okay. I got some follow-up questions regarding all that. Certainly, it sounds like new buyers in the packages and pipeline, a very high percentage. Is the target – is the target still 40% for new buyers actually buying by the end of 2023? It sounds like you might be ahead of that.

Mark Wang, President and CEO

Yeah. Look, I think that's our targeted goal. You have to remember, new buyer sales are growing and tour flows are growing, accelerating faster than we're seeing owner tour flow grow. But you have to remember the VPG and close rate is considerably less than owners. So our goal is to get back up to 40%. I'm not sure, if we'll get to that level by the end of the year, but that's our ultimate goal. Look, at the end of the day, NOG is core to our strategy. We know that the lifetime value to customer is so important. And we know since 2016 that every new buyer that we generate, we generate an additional 1.7 additional transactions. So not only is it embedding recurring revenue from management and club fees, and any mortgages that we may initiate, but is also embedding future high-margin sales. So, very core to our strategy, early on when the pandemic began, we really focused on our owners, because that made the most sense from a standpoint of generating as much cash and margin as possible. But we are now back on course, and this year will be the year of tour flow growth, in particular around new buyers.

David Katz, Analyst

Hi. Good morning, everyone. Thanks for taking my questions, given I have a couple going on this morning, I hope, I'm not asking something twice. But my most important issue is just figuring out how you think about the contingencies and sensitivities and leverages, as we get through this year and potentially get into a recession that still has yet to sort of be defined as to what that would look like. Help us walk through a range of scenarios, if you can?

Mark Wang, President and CEO

We recognize the potential impacts of the macro environment and understand that there are various factors affecting consumers. However, we observe that consumers are still prioritizing travel, with more owners and rental guests than in 2019, which is a positive sign. New buyer tour flow is exceeding our other channels, and we continue to activate these tours at a healthy rate. Overall, this activity is boosting traffic in our sales centers and will lead to increased transactions. Our direct sales approach gives us an advantage, allowing us to engage with owners and prospects in any market condition. The industry, especially HGV, has rebounded quickly from the pandemic, and we have a strong customer base from Hilton and Hilton Honors members who are keen to travel. Our packages are still performing well, and we've seen growth in tour flow. While we acknowledge the macro pressures, we believe we can maintain solid performance even if we encounter some headwinds regarding VPG and margin.

David Katz, Analyst

Understood. And can I just ask for a quick comment with respect to the balance sheet. And how you think about not that leverage is a challenge for you in any way, but how do you think about kind of managing your leverage levels as you sort of progress through this year as well?

Dan Mathewes, CFO

Hey David, it's Dan. Thanks for your question. Currently, we are 2.4 times levered. Historically, we've been conservative with our balance sheet in anticipation of macroeconomic events, especially during COVID, which showed that we, along with most of the timeshare industry, can operate at much higher leverage if needed. Barring a significant recession like the last financial crisis, we plan to continue returning capital to shareholders while maintaining a leverage ratio in the range of two to three times. We have managed to reduce inventory spending when required, and if something significant occurs, we would consider adjusting that approach again.

Patrick Scholes, Analyst

Okay. Great. Thank you. I definitely have some more questions here. At the end of the prepared remarks, through a little curveball there, with talking about material weakness, I'm wondering if you could give us any more color whatsoever that might mean or what it might refer to at all? Thank you.

Dan Mathewes, CFO

Hey Patrick, it’s Dan. Thanks for your question. I appreciate it. I was a bit unclear earlier, but in our Form-K under Item 9 today, we’ll provide more clarity. Just to give you some background, Diamond was taken private in 2016, and to be candid, there hasn’t been much investment in infrastructure for internal controls, which is common in private organizations. One example is the shortfall in user access controls linked to their property management and tour systems. We had to go in and review every user with access to clarify their roles and responsibilities. These controls need to be established for a certain duration to prevent a material weakness, which unfortunately they weren't, and we're currently addressing it through a remediation plan. However, I want to emphasize that this does not affect the financials or the process of selling contracts. There will be no restatements. I’m not being dismissive; no one wants a material weakness, but given the circumstances, this is the one we’d prefer since it has no financial implications. We expect to be on track regarding internal controls at both HGV. It's important to note that there’s no material weakness associated with legacy HGV; this issue is solely related to Diamond. We believe both entities will be well-positioned for this year's audit, which will begin to progress in Q2.

Patrick Scholes, Analyst

Okay. Would a way of maybe summing that up would be they didn't follow the required best practices where you folks do have the best practices, you identified it and you are working on rectifying it. Is that a good summary?

Dan Mathewes, CFO

That would be a nice summary, yes.

Patrick Scholes, Analyst

Okay, okay. Good. Okay. Then just a couple of other follow-up questions. You had in our conversation earlier, I had mentioned close rates, can you tell us what the close rates were either year-over-year and/or versus 2019? Thank you.

Dan Mathewes, CFO

Yes. Our close rates have been running about 400 basis points higher than they were in 2019, and this trend has remained consistent, occurring quickly after the reopening. Historically, our close rates have been quite stable over the decades, and we've clearly benefited from pent-up demand. The consumers' financial situations are also strong. However, we anticipate that these close rates will eventually moderate, similar to our vacation plan growth which is influenced by close rates and average transaction prices. Overall, we expect the close rates to decrease somewhat but remain above 2019 levels, as we believe our value proposition has improved with the introduction of new products in additional markets and our ongoing efforts to better target the ideal customers for our offerings.

Patrick Scholes, Analyst

Okay. Thank you. And then one last question, I promise here. The provision, did you say you're trying to take it sub-10%, but I remember my notes, you said targeting 15% to 16%. Can you clarify where you are and where you want to be with that? Thank you.

Dan Mathewes, CFO

In 2022, we had a provision that included a benefit in Q3, which was around the 10% mark. Looking ahead, we expect credit trends to normalize at some point, although we haven't seen that happen yet. We're pleased with the decline in our default and delinquency rates on the legacy Diamond side, comparing pre- and post-acquisition data, where our underwriting and sales practices have significantly improved. It is outperforming our expectations, which anticipated a provision of over 15% on a consolidated basis. While we’re not claiming that things have changed permanently, the performance has been solid. On the HGV side, delinquency and default rates are consistent with 2019, which is encouraging as well. We expect the provision as a percentage of contract sales to increase this year. While it likely won’t reach 15% or 16%, we believe it will start to normalize.

Patrick Scholes, Analyst

Thank you. I have one final question regarding modeling. Is there anything we should consider about the quarter-to-quarter volatility and the expected recognition of net deferrals when we model adjusted EBITDA by quarter? Thank you.

Dan Mathewes, CFO

Yeah, Patrick. We have actually been cautious about providing specifics because it depends on the timing of the specific feed projects that are sold. As I mentioned earlier, we allow the consumer to choose exactly what they want to buy, so I would assume just to have no expectations by quarter and see how that plays out.

Operator, Operator

This will conclude our question-and-answer session. But before we end, I will turn the call back over to Mark Wang for any closing remarks. Mr. Wang?

Mark Wang, President and CEO

Well, thanks, everyone, for joining us today. I want to give a special thanks to our team members for going above and beyond to deliver outstanding vacation experiences to our members and guests. We look forward to speaking with you again soon. Have a great day. Thanks.

Operator, Operator

Thank you. This will conclude today's conference. You may disconnect your lines at this time, and thank you for your participation.