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MarketScreener Homepage  >  Equities  >  Nyse  >  Bluegreen Vacations Holding Corporation    BVH

BLUEGREEN VACATIONS HOLDING CORPORATION

(BVH)
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BLUEGREEN VACATIONS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

11/09/2020 | 04:16pm EST

Except as otherwise noted or where the context otherwise requires, the terms "the Company," "we," "us," or "our" refers to Bluegreen Vacations Holding Corporation and its consolidated subsidiaries, and the term "BVH" refers to Bluegreen Vacations Holding Corporation as a standalone entity.

Cautionary Note Regarding Forward-Looking Statements


This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Forward-looking statements include all statements
that do not relate strictly to historical or current facts and can be identified
by the use of words such as "anticipates," "estimates," "expects," "intends,"
"plans," "believes," "projects," "predicts," "seeks," "will," "should," "would,"
"may," "could," "outlook," "potential," and similar expressions or words and
phrases of similar import. Forward-looking statements include, among others,
statements relating to our future financial performance, our business prospects,
strategy and relationships, our anticipated financial position, liquidity and
capital needs, economic and industry conditions and their impact on our business
and future financial performance, and other similar matters. These statements
are based on management's current expectations and assumptions about future
events, which are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Our actual results may differ
materially from those expressed in, or implied by, the forward-looking
statements as a result of various factors, including, among others:

?adverse trends or disruptions in economic conditions generally or in the vacation ownership, vacation rental and travel industries;


?risks relating to public health issues, including in particular the COVID-19
pandemic and the effects of the pandemic. These include resort closures, travel
and business restrictions, volatility in the international and national economy
and credit markets, worker absenteeism, quarantines and other health-related
restrictions; the length and severity of the COVID-19 pandemic and our ability
to successfully resume full business operations thereafter; governmental and
agency orders, mandates and guidance in response to the COVID-19 pandemic and
the duration thereof, which is uncertain and will impact our ability to fully
utilize resorts, sales centers and other marketing activities; the pace of
recovery following the COVID-19 pandemic; competitive conditions; our liquidity
and the availability of capital; our ability to successfully implement our
strategic plans and initiatives to navigate the COVID-19 pandemic; risks that
our current or future marketing alliances may not be available to us in the
future; risks that default rates may increase and exceed our expectations; risks
related to our indebtedness, including the potential for accelerated maturities
and debt covenant violations; the risk of heightened litigation as a result of
actions taken in response to the COVID-19 pandemic; the impact of the COVID-19
pandemic on consumers, including their income, their level of discretionary
spending both during and after the pandemic, and their views towards travel and
the vacation ownership industries; and the risk that our resort management fees
and finance operations may not continue to generate recurring sources of cash
during or following the pandemic to the extent anticipated or at all;

?adverse changes to, expirations or terminations of, or interruptions in, and
other risks relating to Bluegreen's business and strategic relationships,
management contracts, exchange networks or other strategic marketing alliances,
and the risk that our business relationship with Bass Pro under the revised
terms of our marketing agreement and our relationship with Choice Hotels may not
be as profitable as anticipated, or at all, or otherwise result in the benefits
anticipated;

?the risks of the real estate market and the risks associated with real estate
development, including a decline in real estate values and a deterioration of
other conditions relating to the real estate market and real estate development;

?adverse events or trends in vacation destinations and regions where the resorts in our network are located, including weather-related events and adverse conditions related to the COVID-19 pandemic;

?decreased demand from prospective purchasers of vacation ownership interests ("VOIs");

?our ability to maintain inventory of VOIs for sale;





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?the availability of financing, our ability to sell, securitize or borrow
against our VOI notes receivable at acceptable terms; and our ability to
successfully increase our credit facility capacity or enter into capital market
transactions or other alternatives to provide for sufficient available cash for
a sustained period of time;

?our indebtedness may impact our financial condition and results of operations,
and the terms of our indebtedness may limit, among other things, our activities
and ability to pay dividends, and we may not comply with the terms of our
indebtedness;

?changes in senior management;

?our ability to comply with regulations applicable to the vacation ownership industry or our other activities, and the costs of compliance efforts or a failure to comply;


?our ability to successfully implement our marketing strategies and plans and
the impact they may have on our results and financial condition, including that
efforts to increase our VOI sales, to the extent pursued, may not be successful
and may adversely impact our cash flow;

?our ability to compete effectively in the highly competitive vacation ownership industry and against hotel and providers of other hospitality and lodging alternatives;




?our ability to offer or further enhance the Vacation Club experience for our
Vacation Club owners and risks related to our efforts and expenses in connection
therewith, including that they may not result in the benefits anticipated and
expenses may be greater than anticipated;

?our customers' compliance with their payment obligations under financing
provided by us, the increased presence and efforts of "timeshare-exit" firms and
the success of actions which we may take in connection therewith, and the impact
of defaults on our operating results and liquidity position;

?the ratings of third-party rating agencies, including the impact of any downgrade on our ability to obtain, renew or extend credit facilities, or otherwise raise funds;


?changes in our business model and marketing efforts, plans or strategies, which
may cause marketing expenses to increase or adversely impact our revenue,
operating results and financial condition, and such expenses as well as our
investments, including investments in new and expanded sales centers, and other
sales and marketing initiatives, including screening methods and data driven
analysis, may not achieve the desired results;

?technology and other changes and factors which may impact our telemarketing
efforts, including new cell phone technologies that identify or block marketing
calls;

?the impact of the resale market for VOIs on our business, operating results and financial condition;


?risks associated with our relationships with third-party developers, including
that third-party developers who provide VOIs to be sold by us pursuant to
fee-based services or just-in-time arrangements may not provide VOIs when
planned and that third-party developers may not fulfill their obligations to us
or to the homeowners associations that maintain the resorts they developed;



?risks associated with legal proceedings and regulatory proceedings,
examinations or audits of our operations, including claims of noncompliance with
applicable regulations or for development related defects, and the impact they
may have on our financial condition and operating results;

?audits of our or our subsidiaries' tax returns, including that they may result in the imposition of additional taxes;




?environmental liabilities, including claims with respect to mold or hazardous
or toxic substances, and their impact on our financial condition and operating
results;



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?risks that natural disasters, including hurricanes, earthquakes, fires, floods and windstorms may adversely impact our business and operating results, including due to any damage to physical assets or interruption of access to physical assets or operations resulting therefrom, and the frequency and severity of natural disasters may increase due to climate change or other factors;


?our ability to maintain the integrity of internal or customer data, the failure
of which could result in damage to our reputation and/or subject us to costs,
fines or lawsuits;

?risks related to potential business expansion or other opportunities that we
may pursue, including that they may involve significant costs and the incurrence
of significant indebtedness and may not be successful;

?the updating of, and developments with respect to, technology, including the
cost involved in updating our technology and the impact that any failure to keep
pace with developments in technology could have on our operations or competitive
position, and the risk that our information technology expenditures may not
result in the expected benefits;

?the impact on our consolidated financial statements and internal control over financial reporting of the adoption of new accounting standards; and


?other risks and uncertainties inherent to our business, the vacation ownership
industry and ownership of our common stock, including those discussed in the
"Risk Factors" section of, and elsewhere in, our Annual Report on Form 10-K for
the year ended December 31, 2019 and the "Risk Factors" section of this
Quarterly Report on Form 10-Q.

Critical Accounting Policies


See Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations" under the section "Critical Accounting Policies" to the
Company's 2019 Annual Report for a discussion of the Company's critical
accounting policies.

New Accounting Pronouncements

See Note 1 to the Company's condensed consolidated financial statements included in Item 1 of this report for a discussion of new accounting pronouncements applicable to the Company.

Overview


Bluegreen Vacations Holding Corporation is a Florida-based holding company which
owns approximately 93% of Bluegreen Vacations Corporation ("Bluegreen Vacations"
or "Bluegreen").

The Company's goal is to build long-term shareholder value. The Company's
objective is long-term growth as measured by increases in book value and
intrinsic value over time. As described below, the Company consummated the
spin-off of all of its assets and businesses other than the assets and
activities related to Bluegreen Vacations. Further, the Company from time to
time considers repurchases of its outstanding securities and the outstanding
securities of its subsidiaries subject to market conditions and other factors.

As of September 30, 2020, the Company had total consolidated assets of approximately $1.2 billion and shareholders' equity of approximately $177.3 million.

Spin-Off


On September 30, 2020, BVH completed the spinoff of its wholly-owned subsidiary,
BBX Capital. The spinoff separated BVH's businesses, activities, and investments
into two separate, publicly-traded companies: (i) BVH, which continues to hold
approximately 93% of Bluegreen's outstanding common stock, and (ii) BBX Capital,
which will hold all of BVH's other businesses and investments, including BBX
Capital Real Estate LLC ("BBX Capital Real Estate" or "BBXRE"), BBX Sweet
Holdings, LLC ("BBX Sweet Holdings"), and Renin Holdings, LLC ("Renin"). BBX
Capital and its subsidiaries are presented as discontinued operations in the
Company's financial statements.

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In connection with the spin-off, BVH (formerly BBX Capital Corporation) changed
its name to Bluegreen Vacations Holding Corporation, and BBX Capital changed its
name from BBX Capital Florida LLC to BBX Capital, Inc. In addition, in
connection with the spin-off BVH issued a $75.0 million note payable to BBX
Capital that accrues interest at a rate of 6% per annum and requires payments of
interest on a quarterly basis. Under the terms of the note, BVH has the option
in its discretion to defer interest payments under the note, with interest on
the entire outstanding balance thereafter to accrue at a cumulative, compounded
rate of 8% per annum until such time as BVH is current on all accrued payments
under the note, including deferred interest. All outstanding amounts under the
note will become due and payable in five years or earlier upon certain other
events.

Reverse Stock Split

In July 2020, BBX Capital effected a one-for-five reverse split of its Class A
Common Stock and Class B Common Stock. The share and per share amounts described
herein have been retroactively adjusted to reflect the one-for-five reverse
stock split as if it had occurred as of the earliest period presented.

Shareholder Rights Plan


In June 2020, BVH adopted a shareholder rights plan in light of the ongoing
novel coronavirus disease ("COVID-19") pandemic, the significant market
volatility and uncertainties associated with the pandemic, and the impact on the
Company and the market price of BVH's Class A Common Stock and Class B Common
Stock. The shareholder rights plan is similar to plans recently adopted by other
public companies in light of the current environment and generally provides a
deterrent to any person or group from acquiring 5% or more of BVH's Class A
Common Stock and Class B Common Stock without the prior approval of BVH's Board
of Directors.

Summary of Consolidated Results of Operations

Consolidated Results

The following summarizes key financial highlights for the three months ended September 30, 2020 compared to the same 2019 period:

?Total consolidated revenues of $144.2 million, a 27.9% decrease compared to the same 2019 period.

?Loss before income taxes from continuing operations of $25.1 million compared to income of $16.6 million during the same 2019 period.

?Net loss attributable to common shareholders of $25.3 million compared to income of $22.4 million during the same 2019 period.

?Diluted loss per share from continuing operations of $1.53 compared to a diluted earnings per share of $0.23 for the same 2019 period.

The following summarizes key financial highlights for the nine months ended September 30, 2020 compared to the same 2019 period:

?Total consolidated revenues of $368.2 million, a 33.6% decrease compared to the same 2019 period.

?Loss before income taxes from continuing operations of $57.0 million compared to a loss of $0.2 million during the same 2019 period.

?Net loss attributable to common shareholders of $89.4 million compared to income of $12.2 million during the same 2019 period.

?Diluted loss per share from continuing operations of $3.35 compared to a diluted loss per share of $0.88 for the same 2019 period.

The Company's consolidated results from continuing operations for the three months ended September 30, 2020 compared to the same 2019 period were significantly impacted by the following:

?A decrease in the Company's revenues primarily attributable to the impact of the COVID-19 pandemic on its operations.


?A net decrease in selling, general and administrative expenses primarily
attributable to cost mitigating activities implemented in the 2020 period in
response to the COVID-19 pandemic, including permanent and temporary reductions
in workforce.

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In addition to the items discussed above for the three months ended September,
30, 2020, the Company's consolidated results for the nine months ended September
30, 2020 compared to the same 2019 period were significantly impacted by the
following:

?An increase in Bluegreen's allowance for loan losses in the 2020 period as a result of the estimated impact of the COVID-19 pandemic on customer defaults.

?The recognition of a $39.1 million charge in the 2019 period associated with Bluegreen's settlement agreement with Bass Pro in June 2019.

Segment Results

BVH currently reports the results of its business activities through the following reportable segments: Sales of VOIs and financing and Resort Operations and Club Management.

Information regarding income before income taxes by reportable segment is set forth in the table below (in thousands):

                                     For the Three Months Ended               For the Nine Months Ended
                                            September 30,                           September 30,
                                   2020          2019        Change        2020         2019        Change

Sales of VOIs and financing     $    25,731       39,517     (13,786)       15,978       62,860      (46,882)
Resort operations and club
management                           15,069       14,903          166       47,494       43,695         3,799
Corporate and other                (23,405)     (24,067)          662     (57,106)     (64,039)         6,933
BVH corporate                      (42,532)     (13,774)     (28,758)     (63,339)     (42,718)      (20,621)
(Loss) income before income
taxes from continuing
operations                         (25,137)       16,579     (41,716)     (56,973)        (202)      (56,771)
Provision for income taxes            (201)      (8,152)        7,951        (441)      (4,658)         4,217
Net (loss) income from
continuing operations              (25,338)        8,427     (33,765)     (57,414)      (4,860)      (52,554)
Discontinued operations               2,864       18,073     (15,209)     (32,526)       28,374      (60,900)
Net (loss) income                  (22,474)       26,500     (48,974)     (89,940)       23,514     (113,454)
Less: Net income (loss)
attributable to
noncontrolling interests              2,848        4,112      (1,264)        (508)       11,275      (11,783)
Net (loss) income
attributable to shareholders    $  (25,322)       22,388     (47,710)     (89,432)       12,239     (101,671)




Executive Overview

The Company is a leading vacation ownership company that markets and sells VOIs
and manages resorts in popular leisure and urban destinations. Our resort
network includes 45 Club Resorts (resorts in which owners in our 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
popular, high-volume, "drive-to" vacation locations, including Orlando, Las
Vegas, Myrtle Beach and Charleston, among others. Through our points-based
system, the approximately 218,000 owners in our Vacation Club have the
flexibility subject to availability to stay at our resorts and have access to
nearly 11,300 other hotels and resorts through partnerships and exchange
networks. We also have a sales and marketing platform supported by marketing
relationships, such as with Bass Pro and Choice Hotels. These marketing
relationships have historically generated sales within our core demographic.

Impact of the COVID-19 Pandemic


The COVID-19 pandemic has resulted in an unprecedented disruption in the U.S.
economy and the travel, hospitality and vacation ownership industries due to,
among other things, resort closures, travel restrictions and restrictions on
business operations, including government guidance and restrictions with respect
to travel, public accommodations, social gatherings and related matters. On
March 23, 2020 we temporarily closed all of our VOI sales centers; our retail
marketing operations at Bass Pro Shops and Cabela's stores and outlet malls; and
our Choice Hotels call transfer program. In connection with these actions we
canceled existing owner reservations through May 15, 2020 and new prospect guest
tours through June 30, 2020. Further, some of our Club and Club Associate
Resorts were closed in accordance with government mandates and advisories.
Beginning in mid-May 2020, we started the process of

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recommencing our sales and marketing operations and our closed resorts began to
welcome guests as government mandates were lifted. By September 30, 2020, we
recommenced marketing operations at 87 Bass Pro Shops and Cabela's stores and
commenced marketing operations at 5 new Cabela's stores, we reactivated our
Choice Hotels call transfer program, all of our resorts were open, and all but
one of our VOI sales centers were open. Resort occupancy for the third quarter
of 2020 was approximately 70%. Additionally, in October 2020, we recommenced
marketing operations in one additional Bass Pro Shop and commenced marketing
operations at 4 new Cabela's stores for a total of 97 Bass Pro Shops and
Cabela's stores. However, there is no assurance that our marketing operations at
Bass Pro or Cabela's stores or our VOI sales centers will remain open, including
in the event of an increase in COVID-19 cases.

As a result of the effect of the pandemic, we implemented several cost
mitigating activities beginning in March 2020, including reductions in workforce
of over 1,600 positions and the placement of another approximate 3,200 of our
associates on temporary furlough or reduced work hours. As of September 30,
2020, approximately 3,200 associates had returned to work on a full-time basis
for a total of approximately 4,400 full-time associates as of September 30, 2020
compared to approximately 6,060 full-time associates as of September 30, 2019.
As a result of the effect of the COVID-19 pandemic, during the three and nine
months ended September 30, 2020, we incurred $0.4 million and $5.1 million in
severance, respectively, and $1.5 million and $13.1 million, respectively, of
payroll and payroll benefit expense relating to employees on temporary furlough
or reduced work hours. These payments and expenses are included in selling,
general and administrative expenses in our unaudited consolidated statement of
operations and comprehensive income for the three and nine months ended
September 30, 2020.

As a precautionary measure to provide additional liquidity if needed, in March
2020, Bluegreen drew down $60 million under its lines-of-credit and pledged or
sold receivables under certain of its receivable backed facilities to increase
its cash position. As of September 30, 2020, Bluegreen repaid the $60.0 million
borrowed under its lines-of-credit. While Bluegreen paid a special cash dividend
of $1.19 per share during August 2020, there is no assurance that Bluegreen will
recommence paying regular dividends or pay any other special dividends in the
future. During the second quarter of 2020, Bluegreen suspended its regular
quarterly cash dividends on its common stock.

We have historically financed a majority of our sales of VOIs, and accordingly,
are subject to the risk of defaults by our customers. GAAP requires that we
reduce sales of VOIs by our estimate of uncollectible VOI notes receivable. 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. While we believe that it is still too early to know the full impact
of COVID- 19 on our default or delinquency rates as of September 30, 2020, we
believe that the COVID-19 pandemic will have a significant impact on our VOI
notes receivable. Accordingly, during March 2020, we recorded an allowance for
loan losses of $12.0 million, which includes our estimate of customer defaults
as a result of the COVID-19 pandemic, based on our historical experience,
forbearance requests received from our customers, and other factors, including
but not limited to, the seasoning of the notes receivable and FICO scores of the
customers.

The Coronavirus Aid, Relief, and Economic Securities Act ("CARES Act") was
signed into law on March 27, 2020 in response to the COVID-19 pandemic. As of
September 30, 2020, we evaluated the income tax provisions of the CARES Act and
determined they would have no significant effect on either our September 30,
2020 income tax rate or the computation of our estimated effective tax rate for
the year ended December 31, 2020. However, we have taken advantage of the
deferral of the employer portion of the tax withholding amounts and the employee
retention tax credits provided for in the CARES Act. During the nine months
ended September 30, 2020, we recorded a tax withholding deferral of $5.0 million
and employee retention tax credits of $6.9 million, which is included in
selling, general and administrative expenses in our unaudited consolidated
statements of operations and comprehensive income for the nine months ended
September 30, 2020.

VOI Sales and Financing


Our primary business is the marketing and selling of deeded VOIs, developed
either by us or by third parties. Customers who purchase these VOIs receive an
annual allotment of points, which can be redeemed for stays at one of our
resorts or at nearly 11,300 other hotels and resorts available through
partnerships and exchange networks. Historically, VOI companies have funded the
majority of the capital investment in connection with resort development with
internal resources and acquisition and development financing. In 2009, we began
selling VOIs on behalf of third-party developers and have successfully
diversified from a business focused on capital-intensive resort development to a
more flexible model with a mix of developed and capital-light inventory as
determined by management to be appropriate from time to time based on market and
economic conditions, available cash, and other factors. Our relationships with
third-party developers enable us to generate fees from the sales and marketing
of their VOIs without incurring the significant upfront capital investment
generally associated with resort acquisition or development. While sales of
acquired or developed inventory typically result in a greater contribution to
EBITDA and Adjusted EBITDA,

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fee-based VOI sales typically do not require an initial investment or involve
development financing risk. Both acquired or developed VOI sales and fee-based
VOI sales drive recurring, incremental and long-term fee streams by adding
owners to our Vacation Club and new resort management contracts. Fee-based sales
of VOIs comprised 32% and 38% of system-wide sales of VOIs during the three
month and nine months ended September 30, 2020, respectively, and 51% for each
of the three and nine months ended September 30, 2019. While we intend to remain
flexible with respect to our sales of the different categories of our VOI
inventory in the future based on economic conditions, business initiatives and
other considerations, we currently expect that our percentage of fee-based sales
will continue to decrease over time to reflecting our recent focus on developed
VOI sales. In conjunction with our VOI sales, we also generate interest income
by originating loans to qualified purchasers. Collateralized by the underlying
VOIs, our loans are generally structured as 10-year, fully-amortizing loans with
a fixed interest rate ranging from approximately 12% to 18% per annum. As of
September 30, 2020, the weighted-average interest rate on our VOI notes
receivable was 14.9%. In addition, we earn fees for various other services,
including title and escrow services in connection with the closing of VOI sales,
and we generate fees for mortgage servicing.

Resort Operations and Club Management


We enter into management agreements with the HOAs that maintain most of the
resorts in our Vacation Club and earn fees for providing management services to
those HOAs and our approximately 218,000 Vacation Club owners. These resort
management services include oversight of housekeeping services, maintenance, and
certain accounting and administration functions. Our management contracts
generally yield recurring cash flows and do not have the traditional risks
associated with hotel management contracts that are generally linked to daily
rate or occupancy. Our management contracts are typically structured as
"cost-plus," with an initial term of three years and automatic one-year
renewals. In connection with the management services provided to the Vacation
Club, we manage the reservation system and provide owner, billing and collection
services. In addition to resort and club management services, we earn fees for
various other services that generally produce recurring, predictable and long
term-revenue, including construction management services for third-party
developers. As described above, while some of our Club and Club Associate
Resorts were closed during March 2020 in response to the COVID-19 pandemic, all
were subsequently reopened and remained open as of September 30, 2020.

Key Business and Financial Metrics Used by Management



?In addition to the principal components of revenues and expenses affecting
Bluegreen' results of operations, which are further described in Item 7 to the
Company's 2019 Annual Report, we use certain key business and financial metrics
and terms to discuss our results of operations, including certain terms which
are not recognized by GAAP, which are described below.

Sales of VOIs. Represent sales of our owned VOIs, including developed VOIs and
those acquired through JIT and secondary market arrangements, reduced by equity
trade allowances and an estimate of uncollectible VOI notes receivable. In
addition to the factors impacting system-wide sales of VOIs (as described
below), sales of VOIs are impacted by the proportion of system-wide sales of
VOIs sold on behalf of third-parties on a commission basis, which are not
included in sales of VOIs.

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

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

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

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

EBIDTA and Adjusted EBITDA. We define EBITDA as earnings, or net income, before
taking into account interest income (excluding interest earned on VOI notes
receivable), interest expense (excluding interest expense incurred on debt
secured by our VOI notes receivable), income and franchise taxes and
depreciation and amortization. We define Adjusted EBITDA as our EBITDA, adjusted
to exclude amounts attributable to the non-controlling interest in Bluegreen/Big
Cedar Vacations (in which we own a 51% interest), loss (gain) on assets held for
sale, and other items that we believe are not representative of ongoing
operating results. Accordingly, we exclude severance charges net of employee
retention tax credits, incremental costs associated with the COVID-19 pandemic,
and amounts paid, accrued or incurred in connection with the Bass Pro settlement
in June 2019 in the computation of Adjusted EBITDA. For purposes of the EBITDA
and Adjusted EBITDA calculations for each period presented, no adjustments were
made for interest income earned on our VOI notes receivable or the interest
expense incurred on debt that is secured by such notes receivable because they
are both considered to be part of the ordinary operations of our business.

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

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

                                       40

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Reportable Segments Results of Operations

Adjusted EBITDA for the three and nine months ended September 30, 2020 and 2019:


We consider Segment Adjusted EBITDA in connection with our evaluation of the
operating performance of Bluegreen's business segments as described in Note 13
to our condensed consolidated financial statements included in Item 1 of this
Quarterly Report on Form 10-Q. See above for a discussion of our definition of
Adjusted EBITDA, how management uses it to manage Bluegreen's business, and
material limitations on its usefulness. The following tables set forth our
Segment Adjusted EBITDA, total Adjusted EBITDA and a reconciliation of Adjusted
EBITDA to the most closely related comparable GAAP financial measure:

                                       For the Three Months Ended       For the Nine Months Ended
                                              September 30,                   September 30,
(in thousands)                             2020            2019            2020            2019
Adjusted EBITDA - sales of VOIs
? and financing                       $        27,344$    41,618$        24,402$   107,152
Adjusted EBITDA - resort operations
? and club management                          15,391        15,462            49,429        44,983
Total Segment Adjusted EBITDA                  42,735        57,080            73,831       152,135
Less: corporate and other                    (20,373)      (20,109)          (44,575)      (60,308)
Total Adjusted EBITDA                 $        22,362$    36,971$        29,256$    91,827

The following table reconciles system-wide sales of VOIs to gross sales of VOIs, the most comparable GAAP financial measure.

                                   For the Three Months Ended      For the Nine Months Ended
                                          September 30,                  September 30,
(in thousands)                         2020            2019            2020           2019
Gross sales of VOIs               $        71,149$    82,729$      157,530$   225,834
Add: Fee-Based sales                       33,159        87,646           97,266       237,793
System-wide sales of VOIs         $       104,308$   170,375$      254,796$   463,627


                                       As of and for the       As of and for the
                                       Three Months Ended      Nine Months Ended
                                         September 30,           September 30,
                                        2020        2019        2020       2019
Other Financial Data:
(in thousands)
System-wide sales of VOIs            $   104,308$ 170,375$  254,796$ 463,627
Adjusted EBITDA - sales of VOIs and
? financing                          $    27,344$  41,618$   24,402  $ 

107,152

Adjusted EBITDA - resort operations

 and club management                 $    15,391$  15,462$   49,429  $  

44,983

Number of Bluegreen Vacation Club /

Vacation Club Associate resorts

 at period end                                68         69          68     

69

Total number of sale transactions 6,130 11,613 15,657 30,530 Average sales volume per guest $ 2,889$ 2,609$ 3,079 $

 2,605


                                       41

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For the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019

Sales of VOIs and Financing

                                                For the Three Months Ended September 30,
                                                    2020                         2019
                                                          % of                         % of
                                                        ?System-                     ?System-
                                                       ?wide sales                  ?wide sales
                                           Amount     ? of VOIs (5)     Amount     ? of VOIs (5)
(in thousands)
Developed VOI sales (1)                  $   37,314        36%        $   87,863        52%
Secondary Market sales                       24,076        23             72,081        42
Fee-Based sales                              33,159        32             87,646        51
JIT sales                                    14,845        14              4,505         3
Less: Equity trade allowances (6)           (5,086)        (5)          (81,720)       (48)
System-wide sales of VOIs                   104,308       100%           170,375       100%
Less: Fee-Based sales                      (33,159)       (32)          (87,646)       (51)
Gross sales of VOIs                          71,149        68             82,729        49
Provision for loan losses (2)              (11,884)       (17)          (16,411)       (20)
Sales of VOIs                                59,265        57             66,318        39
Cost of VOIs sold (3)                       (3,597)        (6)           (3,121)        (5)
Gross profit (3)                             55,668        94             63,197        95
Fee-Based sales commission revenue (4)       22,119        67             60,478        69
Financing revenue, net of financing
expense                                      15,545        15             15,008         9
Other income, net                                 -         0                537        (1)
Other fee-based services, title
operations and other, net                       481         0              1,847         1
Net carrying cost of VOI inventory          (8,580)        (8)           (5,878)        (3)
Selling and marketing expenses             (53,613)       (51)          (88,232)       (52)
General and administrative expenses -
sales and
? marketing                                 (5,889)        (6)           (7,440)        (4)
Operating profit - sales of VOIs and
financing                                    25,731        25%            39,517        23%
Add: Depreciation and amortization            1,405                        

1,507

Add: Severance                                  208                         

594

Adjusted EBITDA - sales of VOI and
financing                                $   27,344                   $   

41,618



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

(2)Percentages for provision for loan losses are calculated as a percentage of
gross sales of VOIs, which excludes Fee-Based sales (and not as a percentage of
system-wide sales of VOIs).

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

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

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


(6)Equity trade allowances are amounts granted to customers upon trading in
their existing VOIs in connection with the purchase of additional VOIs. Subject
to certain exceptions, equity trade allowances were generally eliminated in June
2020.


?

                                       42
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                                                  For the Nine Months Ended September 30,
                                                    2020                          2019
                                                           % of                          % of
                                                         ?System-                      ?System-
                                                        ?wide sales                   ?wide sales
                                           Amount      ? of VOIs (5)     Amount      ? of VOIs (5)
(in thousands)
Developed VOI sales (1)                  $   128,396        50%        $   255,288        55%
Secondary Market sales                        98,576        39             184,571        40
Fee-Based sales                               97,266        38             237,793        51
JIT sales                                     20,453         8               9,157         2
Less: Equity trade allowances (6)           (89,895)       (35)          (223,182)       (48)
System-wide sales of VOIs                    254,796       100%            463,627       100%
Less: Fee-Based sales                       (97,266)       (38)          (237,793)       (51)
Gross sales of VOIs                          157,530        62             225,834        49
Provision for loan losses (2)               (44,083)       (28)           (39,483)       (17)
Sales of VOIs                                113,447        45             186,351        40
Cost of VOIs sold (3)                        (8,734)        (8)           (17,541)        (9)
Gross profit (3)                             104,713        92             168,810        91
Fee-Based sales commission revenue (4)        64,619        66             161,033        68
Financing revenue, net of financing
expense                                       46,658        18              45,101        10
Other income, net                                  -         0                 537         0
Other fee-based services, title
operations and other, net                      2,364         1               5,260         1
Net carrying cost of VOI inventory          (27,407)       (11)           (18,853)        (4)
Selling and marketing expenses             (155,597)       (61)          (238,205)       (51)
General and administrative expenses -
sales and
? marketing                                 (19,372)        (8)           (60,823)       (13)
Operating profit - sales of VOIs and
financing                                     15,978        6%              62,860        14%
Add: Depreciation and amortization             4,447                         4,577
Add: Severance                                 3,977                           594
Add: Bass Pro Settlement                           -                        39,121
Adjusted EBITDA - sales of VOIs and
financing                                $    24,402                   $   

107,152



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

(2)Percentages for provision for loan losses are calculated as a percentage of
gross sales of VOIs, which excludes Fee-Based sales (and not as a percentage of
system-wide sales of VOIs).

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

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

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


(6)Equity trade allowances are amounts granted to customers upon trading in
their existing VOIs in connection with the purchase of additional VOIs. Subject
to certain exceptions equity trade allowances were generally eliminated in June
2020.

Sales of VOIs. Sales of VOIs were $59.3 million and $113.4 million during the
three and nine months ended September 30, 2020, respectively, and $66.3 million
and $186.4 million during the three and nine months ended September 30, 2019,
respectively. Sales of VOIs were impacted by the factors described in the
discussion of system-wide sales of VOIs, primarily the adverse impact of the
COVID-19 pandemic. Gross sales of VOIs were reduced by $11.9 million and
$44.1 million during the three and nine months ended September 30, 2020,
respectively, and $16.4 million and $39.5 million during the three and nine
months ended September 30, 2019, respectively, for the provision for loan
losses. The provision for loan losses varies based on the amount of financed,
non-fee based sales during the period and changes in our estimates of future
notes receivable performance for existing and newly originated loans. Our
provision for loan losses as a percentage of gross sales of VOIs was 17% and 28%
during the three and nine months ended September 30, 2020, respectively, and 20%
and 17% for the three and nine months ended September 30, 2019, respectively.
The percentage of our sales which were realized in cash within 30 days from sale
was approximately 41% and 40% during the three months ended September 30, 2020
and September 30, 2019, respectively, and 41% and 42% during the nine months
ended September 30, 2020 and September 30, 2019, respectively.

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We believe that the decrease in the provision for loan losses during the three
months ended September 30, 2020 as compared to the same period in 2019 was
primarily due to an increase in sales realized in cash and an increase in sales
to existing owners during the 2020 period. Further, we believe that it is still
too early to know the full impact of COVID-19 on our default or delinquency
rates, however, we believe that the COVID-19 pandemic will have a significant
impact on our VOI notes receivable. Accordingly, in March 2020, we recorded an
allowance for loan losses of $12.0 million, which includes our estimate of
customer defaults as a result of the COVID-19 pandemic, based on our historical
experience, forbearance requests received from our customers, and other factors,
including but not limited to, the seasoning of the notes receivable and FICO
scores of the customers. In March 2020, we began receiving requests from
borrowers requesting a modification of their VOI note receivable due to
financial hardship resulting from the economic impacts of the COVID-19 pandemic.
Hardship requests declined in June 2020 and the program was discontinued on June
30, 2020. As of September 30, 2020, 3.8% of our portfolio was granted up to a
three-month deferral or extension of payments, of which 86% have subsequently
resumed payments under the newly modified terms. In addition to the COVID-19
pandemic, the provision for loan losses continues to be impacted by defaults
which we believe are attributable to the receipt of letters from third parties
and attorneys who purport to represent certain VOI owners and who have
encouraged such owners to become delinquent and ultimately default on their
obligations. Defaults associated with such letters during the nine months ended
September 30, 2020, decreased by 4% compared to the same period of 2019. See
Note 8: Commitments and Contingencies to the Company's condensed financial
statements included in Item 1 of this report for additional information
regarding such letters and actions we have taken in connection with such
letters. The impact of the COVID-19 pandemic is highly uncertain and there is no
assurance that our steps taken to mitigate the impact on the pandemic or actions
taken by timeshare exit firms will be successful. As a result, actual defaults
may differ from our estimates and the allowance for loan losses may not prove to
be adequate.

In addition to the factors described which impact system-wide sales of VOIs,
sales of VOIs are impacted by the proportion of system-wide sales of VOIs sold
on behalf of third parties on a commission basis, which are not included in
sales of VOIs.

The average annual default rates and delinquency rates (more than 30 days past due) on our VOI notes receivable were as follows:

                                                    For the Twelve Months Ended
                                                           September 30,
                                                      2020               2019

Average annual default rates                         9.71%               8.59%

                                                        As of September 30,
                                                      2020               2019

Delinquency rates                                    3.23%               3.31%


System-wide sales of VOIs. System-wide sales of VOIs were $104.3 million and
$254.8 million during the three and nine months ended September 30, 2020,
respectively, and $170.4 million and $463.6 million during the three and nine
months ended September 30, 2019, respectively. System-wide sales of VOIs
increased by 16.5% through February 29, 2020 compared to the same period in
2019. However, as previously described, on March 23, 2020, as a result of the
COVID-19 pandemic, we temporarily closed all of our VOI sales centers; our
retail marketing operations at Bass Pro Shops and Cabela's stores and outlet
malls; and our Choice Hotels call transfer program. Beginning in mid-May 2020,
we started the process of recommencing our sales and marketing operations,
except for marketing operations at outlet malls due to our determination that
traffic to the malls did not justify reopening. By September 30, 2020, we
recommenced our marketing operations at 87 Bass Pro Shops and Cabela's stores
and commenced marketing operations at 5 new Cabela's stores, we reactivated our
Choice Hotels call transfer program, all of our resorts were open, and all but
one of our VOI sales centers were open. The temporary closure of all marketing
operations and VOI sales centers as a result of the COVID-19 pandemic and other
adverse impacts of the pandemic significantly impacted system-wide sales of VOIs
during the three and nine months ended September 30, 2020 and is expected to
continue to significantly impact system-wide sales of VOIs for the foreseeable
future, including the remainder of 2020. However, the ultimate impact, including
the extent and duration of the impact, cannot be predicted at this time.

Included in system-wide sales are Fee-Based Sales, JIT Sales, Secondary Market Sales and developed VOI sales. Sales by category are tracked based on which deeded VOI is conveyed in each transaction. We manage which VOIs

                                       44

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are sold based on several factors, including the needs of fee-based clients, our
debt service requirements and default resale requirements under term
securitizations and similar transactions. These factors and business initiatives
contribute to fluctuations in the amount of sales by category from period to
period. Fee-Based Sales comprised 32% and 38% of system-wide sales of VOIs
during the three and nine months ended September 30, 2020, respectively, and 51%
during both of the three and nine months ended September 30, 2019, respectively.
The decrease in system-wide sales was due in part to the temporary closure of
our VOI sales centers in response to the COVID-19 pandemic and other adverse
impacts of the pandemic, as described above. While we intend to remain flexible
with respect to our sales of the different categories of our VOI inventory in
the future based on economic conditions, business initiatives and other
considerations, we currently expect that our percentage of fee-based sales will
decrease over time as we have recently increased efforts with respect to our
developed VOI sales. Actual trends may differ from current expectations.

The following table sets forth certain information for system-wide sales of VOIs for the three and nine months ended September 30, 2020 and 2019:


                                  For the Three Months Ended                For the Nine Months Ended
                                        ?September 30,                           ?September 30,
                               2020             2019       Change        2020          2019        Change

Number of sales centers
open at period-end                   25             26       (4) %            25            26       (4) %
Number Bass Pro and
Cabela's marketing
locations at period-end              92             75        23 %            92            75        23 %
Number of active sales
arrangements with
third-party clients at
period-end                           15             15         - %            15            15         - %
Total number of VOI sales
transactions                      6,130         11,613      (47) %        15,657        30,530      (49) %
Average sales price per
transaction                 $    17,094$ 14,799        16 %    $   16,324$  15,290         7 %
Number of total guest
tours                            36,268         65,875      (45) %        83,022       179,180      (54) %
Sale-to-tour conversion
ratio-
?total marketing guests           16.9%          17.6%      (70) bp        18.9%         17.0%       190 bp
Number of new guest tours        17,583         40,914      (57) %        40,762       109,451      (63) %
Sale-to-tour conversion
ratio-
?new marketing guests             12.4%          14.4%     (200) bp        15.1%         14.0%       110 bp
Percentage of sales to
existing owners                   66.8%          52.5%     1,430 bp        63.9%         53.9%     1,000 bp
Average sales volume per
guest                       $     2,889$  2,609        11 %    $    

3,079 $ 2,605 18 %



Cost of VOIs Sold. During the three months ended September 30, 2020 and 2019,
cost of VOIs sold was $3.6 million and $3.1 million, respectively, and
represented 6% and 5%, respectively, of sales of VOIs. During the nine months
ended September 30, 2020 and 2019, cost of VOIs sold was $8.7 million and
$17.5 million, respectively, and represented 8% and 9%, respectively, of sales
of VOIs. Cost of VOIs sold as a percentage of sales of VOIs varies between
periods based on the relative costs of the specific VOIs sold in each period and
the size of the point packages of the VOIs sold (due to offered volume
discounts, including consideration of cumulative sales to existing owners).
Additionally, the effect of changes in estimates under the relative sales value
method, including estimates of sales, future defaults, upgrades and incremental
revenue from the resale of repossessed VOI inventory, are reflected on a
retrospective basis in the period the change occurs. Therefore, cost of sales
will typically be favorably impacted in periods where a significant amount of
Secondary Market VOI inventory is acquired or actual defaults and equity trades
are higher than anticipated and the resulting change in estimate is recognized.
Cost of VOIs sold as a percentage of sales of VOIs increased during the three
months ended September 30, 2020, as compared to the prior year period, primarily
due to sales of relatively higher cost VOIs and lower secondary market purchases
during the current year period. Cost of VOIs sold as a percentage of sales of
VOIs decreased during the nine months ended September 30, 2020, as compared to
the prior year period, primarily due to the impact of anticipated higher future
defaults partially offset by lower cost secondary market purchases.

Fee-Based Sales Commission Revenue. During the three months ended September 30,
2020 and 2019, we sold $33.2 million and $87.6 million, respectively, of
third-party VOI inventory under commission arrangements and earned sales and
marketing commissions of $22.1 million and $60.5 million, respectively, in
connection with those sales. During the nine months ended September 30, 2020 and
2019, we sold $97.3 million and $237.8 million,

                                       45

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respectively, of third-party VOI inventory under commission arrangements and
earned sales and marketing commissions of $64.6 million and $161.0 million,
respectively, in connection with those sales. The decreases in sales of
third-party developer inventory on a commission basis during the 2020 periods
was due primarily to the temporary closure of VOI sales centers as a result of
the COVID-19 pandemic and other factors described above. We earned an average
sales and marketing commission of 67% and 66% during the three and nine months
ended September 30, 2020, respectively, and 69% and 68% during the three and
nine months ended September 30, 2019, respectively, which is net of a reserve
for commission refunds in connection with early defaults and cancellations,
pursuant to the terms of certain of our fee-based service arrangements. The
decrease in sales and marketing commissions as a percentage of fee-based sales
for the three months ended September 30, 2020 as compared to the three months
ended September 30, 2019 was primarily related to an increase in our reserve for
cancellations coupled with a decrease in fee-based sales.

Financing Revenue, Net of Financing Expense - Sales of VOIs. Interest income on
VOI notes receivable was $19.0 million and $20.0 million during the three months
ended September 30, 2020 and 2019, respectively, which was partially offset by
interest expense on receivable-backed debt of $3.9 million and $5.1 million,
respectively. Interest income on VOI notes receivable was $58.3 million and
$60.0 million during the nine months ended September 30, 2020 and 2019,
respectively, which was partially offset by interest expense on
receivable-backed debt of $12.7 million and $15.4 million, respectively. The
increase in finance revenue net of finance expense during the 2020 periods as
compared to the 2019 periods is primarily due to lower outstanding
receivable-backed debt balances and lower weighted-average cost of borrowings
due to lower interest rates partially offset by lower notes receivable balances
primarily due to the temporary closure of VOI sales centers as a result of the
COVID-19 pandemic and other factors described above. Revenues from mortgage
servicing of $1.4 million and $4.5 million during the three and nine months
ended September 30, 2020, respectively, and $1.6 million and $4.6 million during
the three and nine months ended September 30, 2019, respectively, are included
in financing revenue, net of mortgage servicing expenses of $1.0 million and
$3.4 million during the three and nine months ended September 30, 2020,
respectively, and $1.6 million and $4.1 million during the three and nine months
ended September 30, 2019, respectively.

Other Fee-Based Services - Title Operations, net. During the three months ended
September 30, 2020 and 2019, revenue from our title operations was $1.3 million
and $4.3 million, respectively, which was partially offset by expenses directly
related to our title operations of $0.8 million and $2.4 million, respectively.
During the nine months ended September 30, 2020 and 2019, revenue from our title
operations was $5.4 million and $10.1 million, respectively, which was partially
offset by expenses directly related to our title operations of $3.0 million and
$4.8 million, respectively. Resort title fee revenue varies based on sales
volumes as well as the relative title costs in the jurisdictions where the
inventory being sold is located. The decrease in the 2020 periods is due to the
temporary closure of VOI sales centers as a result of the COVID-19 pandemic and
other factors described above.

Net Carrying Cost of VOI Inventory. The carrying cost of our VOI inventory was
$10.4 million and $9.2 million during the three months ended September 30, 2020
and 2019, respectively, which was partially offset by rental and sampler
revenues of $1.8 million and $3.4 million, respectively. The carrying cost of
our VOI inventory was $30.9 million and $26.6 million during the nine months
ended September 30, 2020 and 2019, respectively, which was partially offset by
rental and sampler revenues of $3.5 million and $7.8 million, respectively. The
increase in net carrying costs of VOI inventory was primarily related to
decreased rentals of developer inventory and decreased sampler stays due to,
among other things, government ordered travel restrictions and temporary resort
closures in accordance with government mandates and advisories associated with
the COVID-19 pandemic as well as increased maintenance fees and developer
subsidies associated with our increase in VOI inventory. In certain
circumstances, we offset marketing costs by using inventory for marketing guest
stays.

Selling and Marketing Expenses. Selling and marketing expenses were $53.6
million and $155.6 million during the three and nine months ended September 30,
2020, respectively, and $88.2 million and $238.2 million during the three and
nine months ended September 30, 2019, respectively. As a percentage of
system-wide sales of VOIs, selling and marketing expenses were 51% and 61%
during the three and nine months ended September 30, 2020, respectively,
compared to 52% and 51% during the three and nine months ended September 30,
2019, respectively. The decrease in selling and marketing expenses as a
percentage of system-wide sales of VOIs during the three months ended September
30, 2020 compared to September 30, 2019, is primarily due to cost mitigation
efforts as well as a higher proportion of sales to owners in the third quarter
of 2020. The increase in selling and marketing expenses as a percentage of
system-wide sales of VOIs during the nine months ended September 30, 2020
compared to September 30, 2019, is primarily attributable to certain fixed costs
inherent in Bluegreen's sales and marketing operations and the costs of
maintaining certain sales and marketing associates on furlough despite the
temporary closure of our VOI sales sites and marketing operations during April
and May 2020 as discussed above. During the three and nine months ended
September 30, 2020, we incurred $0.1 million and $4.0 million, respectively, in
severance and $1.4 million and

                                       46

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$12.3 million, respectively, of payroll and benefits expenses relating to
employees on temporary furlough or reduced work hours as a result of the impact
of the COVID-19 pandemic. In addition, since reopening activities commenced, we
incurred costs associated with the reopening of 87 Bass Pro and Cabela's stores
that were open prior to the COVID-19 pandemic and the commencement of marketing
operations at 5 new Cabela's stores. We utilize these stores to sell
mini-vacation packages to customers for future travel which require the
customers to attend a timeshare presentation.

Our agreement with Bass Pro previously provided for the payment of a variable
commission upon the sale of a VOI to a marketing prospect obtained through the
Bass Pro marketing channels.  As previously disclosed, pursuant to the
settlement agreement and amended marketing arrangement with Bass Pro entered
into during June 2019, the settlement payment and a portion of the ongoing
annual marketing fees are fixed costs and/or are subject to annual minimums
regardless of the volume of VOI sales produced from the resulting marketing
prospects generated from the amended agreement, including reduced sales as a
result of the temporary closure of our sales operations due to the COVID-19
pandemic. If our marketing operations pursuant to the amended agreement with
Bass Pro do not generate a sufficient number of prospects and leads or is
terminated or limited, we may not be able to successfully market and sell our
products and services at anticipated levels or at levels required in order to
offset the costs associated with our marketing efforts.  In addition, the
amended arrangement with Bass Pro has resulted in an increase in our marketing
costs as a percentage of sales from the program, based on increases in program
fixed costs and anticipated VOI sales volumes from this marketing channel.  In
light of the decrease in sales due to the COVID-19 pandemic, the increase in
cost of this marketing program has adversely impacted our results of operations
and cash flow and may continue to have an adverse impact if sales continue to be
below expected levels.

General and Administrative Expenses - Sales and Marketing Operations. General
and administrative expenses attributable to sales and marketing operations were
$5.9 million and $19.4 million during the three and nine months ended September
30, 2020, respectively, and $7.4 million and $60.8 million during the three and
nine months ended September 30, 2019, respectively. As a percentage of
system-wide sales of VOIs, general and administrative expenses attributable to
sales and marketing operations was 6% and 8% during the three and nine months
ended September 30, 2020, respectively, and 4% and 13% during the three and nine
months ended September 30, 2019, respectively, reflecting fixed costs including
costs of maintaining certain sales associates on furlough. Included in general
and administrative expenses attributable to sales and marketing operations for
the nine months ended September 30, 2019 was approximately $39.1 million related
to the settlement of the dispute with Bass Pro in June 2019. See Note 9:
Commitments and Contingencies to our unaudited consolidated financial statements
included in Item 1 of this report for additional information regarding the Bass
Pro settlement.

Resort Operations and Club Management

                                  For the Three Months Ended                For the Nine Months Ended
                                        ?September 30,                           ?September 30,
(in thousands)                  2020                 2019                2020                 2019
Resort operations and
?club management revenue    $     42,234$   47,338$   124,859$  132,856
Resort operations
and club management
expense                         (27,165)            (32,435)             (77,365)            (89,161)
Operating profit - resort
?operations and club
management                        15,069   36%        14,903   31%         47,494   38%        43,695   33%
Add: Depreciation and
amortization                         208                 321                  588               1,050
Add: Severance                       114                 238                1,347                 238
Adjusted EBITDA - resort
operations
? and club management       $     15,391$   15,462$    49,429$   44,983


Resort Operations and Club Management Revenue. Resort operations and club
management revenue decreased 11% and 6% for the three and nine months ended
September 30, 2020, compared to the three and nine months ended September 30,
2019, respectively. Cost reimbursement revenue, which primarily consists of
payroll and payroll related expenses for management of the HOAs and other
services we provide where we are the employer, decreased 12% and 5% during the
three and nine months ended September 30, 2020, compared to the three and nine
months ended September 30, 2019, respectively, reflecting the temporary closure
of many resorts related to the COVID-19 pandemic, as described above. Net of
cost reimbursement revenue, resort operations and club management revenues
decreased 10% and 7% during the three and nine months ended September 30, 2020
as compared to three and nine months ended September 30, 2019, respectively,
primarily as a result of decreases in revenues from our Traveler Plus program,
other

                                       47

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owner programs, resort retail operations and third-party rental commissions as a result of the COVID-19 pandemic. We managed 49 resort properties as of both September 30, 2020 and September 30, 2019.


Resort Operations and Club Management Expense. During the three and nine months
ended September 30, 2020, resort operations and club management expense
decreased 16% and 13%, compared to the three and nine months ended September 30,
2019, respectively. The decreases were primarily due to cost mitigation efforts
implemented in the first quarter of 2020 in addition to lower costs related to
the Traveler Plus program, other owner programs and resort retail operations in
the 2020 periods as compared to the 2019 periods, in each case, as a result of
the COVID-19 pandemic.

Corporate and Other

                                   For the Three Months Ended       For the Nine Months Ended
                                         ?September 30,                  ?September 30,
(dollars in thousands)                 2020            2019            2020            2019
General and administrative
expenses -
? corporate and other             $      (20,254)$  (22,149)$      (48,603)$  (58,603)
Adjusted EBITDA attributable to
the
? non-controlling interest
? in Bluegreen/Big Cedar
Vacations                                 (2,757)       (2,364)           (4,438)       (9,339)
Other (expense) income, net                 (365)         1,609                41         3,691
Franchise taxes                               101           112               118           171
Loss (gain) on assets held for
sale                                          283         (166)               326       (2,146)
Add: Depreciation and
amortization                                2,278         1,757             6,645         4,826
Add: Severance                                 59         1,092             1,782         1,092
Less: Employee Retention credit
related to severance                            -             -           (2,202)             -
Add: COVID-19 incremental costs               282             -             1,756             -
Adjusted EBITDA - Corporate and
other                             $      (20,373)$  (20,109)   $      

(44,575) $ (60,308)



General and Administrative Expenses - Corporate and Other. General and
administrative expenses attributable to corporate overhead were $20.3 million
and $48.6 million during the three and nine months ended September 30, 2020,
respectively, and $22.1 million and $58.6 million during the three and nine
months ended September 30, 2019, respectively. The decreases were primarily due
to a $6.9 million employee retention credit earned in June 2020 under the CARES
Act ($2.2 million of which was earned on severance). This credit was partially
offset by $0.1 million and $1.8 million in severance cost for corporate
employees during the three and nine months ended September 30, 2020,
respectively, of which $0.1 million and $1.2 million, respectively, was due to
severance related to cost mitigation efforts attributable to the COVID-19
pandemic.

Adjusted EBITDA Attributable to Non-Controlling Interest in Bluegreen/Big Cedar
Vacations. We include in our consolidated financial statements the results of
operations and financial condition of Bluegreen/Big Cedar Vacations, our 51%
owned subsidiary. The non-controlling interest in Adjusted EBITDA of
Bluegreen/Big Cedar Vacations is the portion of Bluegreen/Big Cedar Vacations'
Adjusted EBITDA that is attributable to Big Cedar LLC, which holds the remaining
49% interest in Bluegreen/Big Cedar Vacations. Adjusted EBITDA attributable to
the non-controlling interest in Bluegreen/Big Cedar Vacations was $2.8 million
and $4.4 million during the three and nine months ended September 30, 2020,
respectively, and $2.4 million and $9.3 million during the three and nine months
ended September 30, 2019, respectively. The decrease in Adjusted EBITDA
attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations
for the nine months ended September 30, 2020 was primarily related to the impact
of the COVID-19 pandemic, including the temporary closure of our VOI sales
centers in connection with the COVID-19 pandemic as described above.

Interest Expense.  Interest expense not related to receivable-backed debt was
$3.4 million and $11.9 million during the three and nine months ended September
30, 2020, respectively, and $5.3 million and $14.6 million during the three and
nine months ended September 30, 2019, respectively.  The decrease in interest
expense during the three and nine months ended September 30, 2020 was primarily
due to a lower weighted-average cost of borrowing, partially offset by higher
outstanding debt balances during the 2020 periods.

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Other (Expense) Income, net. Other (expense) income, net was ($0.4) million and
$0.1 million during the three and nine months ended September 30, 2020,
respectively, and $2.1 million and $4.2 million during the three and nine months
ended September 30, 2019, respectively. These decreases were primarily related
to a land sale during June 2019 that resulted in a gain of $2.0 million and $1.7
million in Hurricane Irma business interruption insurance proceeds received in
July 2019.

BVH Corporate

BVH Corporate in the Company's segment information includes the following:

?BVH's corporate general and administrative expenses;

?Interest expense associated with Woodbridge's junior subordinated debentures; and

?Interest income on interest-bearing cash accounts; and

Corporate General and Administrative Expenses


BVH's corporate general and administrative expenses consist primarily of costs
associated with administering the various support functions at its corporate
headquarters, including executive compensation, legal, accounting, human
resources, investor relations, and executive offices. BVH's corporate general
and administrative expenses for the three and nine months ended September 30,
2020 were $41.2 million and $58.5 million, respectively, compared to $11.9
million and $36.4 million for the comparable 2019 periods. The increase in
corporate general and administrative expenses for the 2020 periods as compared
to the same 2019 periods primarily reflects the acceleration of the vesting of
unvested restricted stock awards and payments to settle the BVH's long-term
incentive program for 2020 which in the aggregate resulted in $32.6 million of
compensation expense for the three and nine months ended September 30, 2020. In
addition, included in BVH corporate general and administrative expenses for
three and nine months ended September 30, 2020 was $1.8 million of costs
associated with the spin-off.

Interest Expense


BVH's interest expense (excluding interest expense the $80.0 million note
payable to Bluegreen) for the three and nine months ended September 30, 2020 was
$0.6 million and $3.0 million, respectively, compared to $1.4 million and $4.3
million for the comparable 2019 periods. The decrease in interest expense during
the three and nine months ended September 30, 2020 compared to the same 2019
periods primarily resulted from the repayment of BBX Capital's mandatorily
redeemable cumulative preferred stock in December 2019 and lower interest
expense on Woodbridge's junior subordinated debentures reflecting variable rates
of interest on such debt during the 2020 periods.

BBX Capital's interest expense on the $80.0 million note payable to Bluegreen
was $0.5 million and $2.5 million for the three and nine months ended September
30, 2020 compared to $1.2 million and $3.6 million for the comparable 2019
periods. The decrease in interest expense reflects repayment of the note in
August 2020 from proceeds received from a special cash dividend declared by
Bluegreen. The interest expense on this note and the related interest income
recognized by Bluegreen are eliminated in the Company's consolidated statements
of operations.

Interest Income

During the three and nine months ended September 30, 2020, the Company recognized $0.1 million and $0.8 million, respectively, of interest and investment income from BVH's interest-bearing cash accounts and other investments compared to $0.7 million and $1.6 million during the comparable 2019 periods. The decline in interest income reflects lower interest rates on interest earning assets during the 2020 periods

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Provision for Income Taxes


The Company estimates its effective annual income tax rate on a quarterly basis
based on current and forecasted operating results for the annual period and
applies the estimated effective income tax rate to its loss before income taxes
reduced by net income attributable to noncontrolling interests in joint ventures
taxed as partnerships.

The Company's effective income tax rate for the three and nine months ended
September 30, 2020 from continuing operations was different than the expected
federal income tax rate of 21% due to the impact of the Company's nondeductible
executive compensation. In connection with the spin-off of BBX Capital, the
Company accelerated the vesting of outstanding restricted stock awards and paid
executive incentive bonuses which amounted to $32.6 million of nondeductible
compensation expense.

The Company's effective income tax rate was different than the expected federal
income tax rate of 21% due to the impact of nondeductible executive compensation
and state income taxes. The effective tax rate for the three and nine months
ended September 30, 2019 excludes the tax benefit associated with the $39.1
million Bass Pro litigation settlement, which the Company accounted for as a
discrete item at the statutory income tax rate of 26%.

Discontinued Operations


Discontinued operations represent the activities of the Company's wholly-owned
subsidiary, BBX Capital, which was disposed of in the spin-off transaction that
was completed on September 30, 2020. BBX Capital's businesses include all of
BVHs previous businesses other than Bluegreen, including BBX Capital Real
Estate, BBX Sweet Holdings, and Renin.

Loss from discontinued operations before income taxes for the three months ended
September 30, 2020 was $5.8 million compared to income from discontinued
operations for the three months ended September 30, 2019 of $24.6 million, which
primarily reflects a reduction in equity in net earnings from unconsolidated
real estate joint ventures of $28.6 million due to sales of real estate by BBX
Capital Real Estate's investments in unconsolidated joint ventures in the 2019
period.

Loss from discontinued operations before income taxes for the nine months ended
September 30, 2020 was $41.6 million compared to income from discontinued
operations for the nine months ended September 30, 2019 of $38.8 million, which
reflects the impact of $30.7 million of impairment losses primarily resulting
from the impact of the COVID-19 pandemic on BBX Capital's businesses, including
IT'SUGAR, and a reduction in equity in net earnings from unconsolidated real
estate joint ventures of $37.2 million due to the above mentioned sales in the
2019 period of real estate by BBX Capital Real Estate's investments in
unconsolidated joint ventures.

Net Income or Loss from Continuing Operations Attributable to Noncontrolling Interests


BVH's consolidated financial statements include the results of operations and
financial position of various partially-owned subsidiaries in which it holds a
controlling financial interest, including Bluegreen and Bluegreen/Big Cedar
Vacations. As a result, the Company is required to attribute net income or loss
to the noncontrolling interests in these subsidiaries.

Net income from continuing operations attributable to noncontrolling interests
was $3.4 million and $4.3 million during the three and nine months ended
September 30, 2020 compared to $4.2 million and $11.4 million for the comparable
2019 period. The decrease in net income from continuing operations attributable
to noncontrolling interests for the three months ended September 30, 2020
compared to the same 2019 period was primarily due to lower earnings at the
Bluegreen. The decrease in net income attributable to noncontrolling interests
for the nine months ended September 30, 2020 compared to the same 2019 period
was primarily due to a decrease in the net income of Bluegreen and the
Bluegreen/Big Cedar Vacations joint venture.



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Consolidated Cash Flows

A summary of our consolidated cash flows is set forth below (in thousands):

                                                          For the Nine Months Ended
                                                                September 30,
                                                            2020             2019
Cash flows provided by operating activities            $         3,161      

60,394

Cash flows (used in) provided by investing
activities                                                    (12,183)      

23,609

Cash flows used in financing activities                      (151,066)      

(87,685)

Net decrease in cash, cash equivalents and
restricted cash                                        $     (160,088)

(3,682)

Cash, cash equivalents and restricted cash at
beginning of period                                            406,870      

421,097

Cash, cash equivalents and restricted cash at end of period

                                                 $       246,782

417,415

Cash Flows provided by Operating Activities


The Company's cash provided by operating activities decreased by $57.2 million
during the nine months ended September 30, 2020 compared to the same 2019 period
primarily due to increased operating losses as a result of the impacts of the
COVID-19 pandemic, including decreases in sales of VOIs including cash sales and
down payments from customers associated with the temporary closure of VOI sales
centers and a decrease in trade sales primarily reflecting the closure of BBX
Sweet Holdings' retail locations and a subsequent decrease in consumer demand,
and lower distributions from unconsolidated real estate joint ventures,
partially offset by a reduction in spending on the acquisition and development
of VOI and real estate inventory during the 2020 period as compared to the 2019
period, an increase in other liabilities for unpaid rent on BBX Sweet Holdings
retail locations and a $16.0 million reduction in settlement payments made by
Bluegreen to Bass Pro pursuant to the settlement agreement entered into in June
2019.

Cash Flows used in Investing Activities


The Company's cash used in investing activities increased by $35.8 million
during the nine months ended September 30, 2020 compared to the same 2019 period
primarily due to lower distributions from unconsolidated real estate joint
ventures, decreased investments in unconsolidated real estate joint ventures and
decreased proceeds from the sale of real estate, partially offset by decreased
spending by Bluegreen for property and equipment and an increase in loan
recoveries in the legacy asset portfolio.

Cash Flows used in Financing Activities


The Company's cash used in financing activities increased by $63.4 million
during the nine months ended September 30, 2020 compared to the same 2019
period, which was primarily due to $96.8 million of cash transferred in the
spin-off and Bluegreen's repurchase of $11.7 million of its common stock in a
private transaction during the 2020 period partially offset by $8.9 million of
purchases of the Company's Class A common stock in 2019, and a $38.1 million
increase in net borrowings on the Company's notes payable and other borrowings,
which included additional borrowings by Bluegreen on its credit facilities and
various receivable-backed facilities in an effort to increase its cash position
and ensure adequate liquidity for a prolonged period in response to the COVID-19
pandemic.

Seasonality

Bluegreen has historically experienced, and expects to continue to experience,
seasonal fluctuations in its revenues and results of operations. This
seasonality has resulted, and may continue to result, in fluctuations in
Bluegreen's quarterly operating results. Due to consumer travel patterns,
Bluegreen typically experienced more tours and higher VOI sales during the
second and third quarters. However, due to the impact of the COVID-19 pandemic,
including the temporary closures of its marketing operations and VOI sales
centers as described above, Bluegreen experienced significantly decreased sales
of VOIs in the second quarter of 2020 as compared to prior years and currently
expect such adverse impact to continue for the remainder of 2020 and into 2021.

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Commitments

The Company's material commitments as of September 30, 2020 included Bluegreen's required payments due on receivable-backed debt, notes payable and other borrowings, junior subordinated debentures, commitments to complete certain projects based on its sales contracts with customers, subsidy advances to certain HOAs, and commitments under non-cancelable operating leases.


The following table summarizes the contractual minimum principal and interest
payments required on the Company's outstanding debt, outstanding payments
required under the Bass Pro settlement agreement, and payments required on the
Company's non-cancelable operating leases by period due date as of September 30,
2020 (in thousands):

                                                             Payments Due by Period
                                                                                                   Unamortized
                                                                                                       Debt
                           Less than                1 - 3                 4 - 5         After 5      Issuance
Contractual
Obligations                 1 year                  Years                 Years          Years        Costs           Total
Receivable-backed
notes payable             $               -                       -          118,531     266,327        (4,140)         380,718
Notes payable and
other borrowings                     11,300                  25,673          125,000           -        (1,302)         160,671
Note payable to BBX
Capital, Inc.                             -                       -           75,000           -              -          75,000
Jr. subordinated
debentures                                -                       -                -     177,129       (39,192)         137,937
Noncancelable
operating leases                      6,326                   9,592            2,832      11,412              -          30,162
Bass Pro settlement
agreement                             4,000                   8,000            4,000           -              -          16,000
Total contractual
obligations                          21,626                  43,265          325,363     454,868       (44,634)         800,488
Interest Obligations
(1)
Receivable-backed
notes payable                        13,145                  26,291           23,137      64,177              -         126,750
Notes payable and
other borrowings                      4,047                   6,991            3,162           -              -          14,200
Notes payable to BBX
Capital, Inc.                         4,500                   9,000            9,000           -              -          22,500
Jr. subordinated
debentures                            8,424                  16,850           16,850      87,657              -         129,781
Total contractual
interest                             30,116                  59,132           52,149     151,834              -         293,231
Total contractual
obligations               $          51,742                 102,397          377,512     606,702       (44,634)       1,093,719


(1)Assumes that the scheduled minimum principal payments are made in accordance
with the table above and the interest rate on variable rate debt remains the
same as the rate at September 30, 2020.

In lieu of paying maintenance fees for unsold VOI inventory, we may enter into
subsidy agreements with certain HOAs. During the nine months ended September 30,
2020 and 2019, Bluegreen made payments related to such subsidies of $7.7 million
and $10.5 million, respectively, which are included in cost of other fee-based
services in the unaudited consolidated statements of operations and
comprehensive income for such periods. As of September 30, 2020, we had
$10.1 million accrued for such subsidies, which is included in accrued
liabilities and other in the unaudited consolidated statements of financial
condition as of such date.

In December 2019, Bluegreen's then-serving President and Chief Executive Officer
resigned. In connection with his resignation, Bluegreen agreed to make payments
totaling $3.5 million over a period of 18 months, $1.8 million of which remained
payable as of September 30, 2020.

We intend to use cash on hand and cash flow from operations, including cash
received from the sale or pledge of VOI notes receivable, and cash received from
new borrowings under existing or future credit facilities in order to satisfy
the principal payments required on contractual obligations.

We believe that our existing cash, anticipated cash generated from operations,
anticipated future permitted borrowings under existing or future credit
facilities, and anticipated future sales of notes receivable under existing,
future or replacement purchase facilities will be sufficient to meet our
anticipated working capital, capital expenditure and debt service requirements,
including the contractual payment of the obligations set forth above, for the
foreseeable future, subject to the success of our ongoing business strategies,
the ongoing availability of credit and the success of the

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actions we have taken in response to the COVID-19 pandemic to mitigate the
impact of the pandemic. We will continue our efforts to renew, extend or replace
any credit and receivables purchase facilities that have expired or that will
expire in the near term. We may, in the future, also obtain additional credit
facilities and may issue corporate debt or equity securities. Any debt incurred
or issued may be secured or unsecured, bear interest at fixed or variable rates
and may be subject to such terms as the lender may require and management
believes acceptable. There can be no assurance that our efforts to renew or
replace credit facilities or receivables purchase facilities which have expired
or which are scheduled to expire in the near term will be successful or that
sufficient funds will be available from operations or under existing, proposed
or future revolving credit or other borrowing arrangements or receivables
purchase facilities to meet our cash needs, including debt service obligations.
To the extent we are unable to sell notes receivable or borrow under such
facilities, our ability to satisfy our obligations would be materially adversely
affected.

Bluegreen's receivables purchase facilities, credit facilities, indentures, and
other outstanding debt instruments include what Bluegreen believes to be
customary conditions to funding, eligibility requirements for collateral,
cross-default and other acceleration provisions, and certain financial and other
affirmative and negative covenants, including, among others, limits on the
incurrence of indebtedness, payment of dividends, investments in joint ventures
and other restricted payments, the incurrence of liens and transactions with
affiliates, as well as covenants concerning net worth, fixed charge coverage
requirements, debt-to-equity ratios, portfolio performance requirements and cash
balances, and events of default or termination. In the future, Bluegreen may be
required to seek waivers of such covenants but may not be successful in
obtaining waivers, and such covenants may limit its ability to raise funds, sell
receivables, or satisfy or refinance its obligations, or otherwise adversely
affect its financial condition and results of operations, as well as its ability
to pay dividends. In April 2020, Bluegreen's board of directors suspended
regular quarterly cash dividends on its common stock due to the impact of the
COVID-19 pandemic. While Bluegreen declared a special dividend during July 2020
which is payable on August 21, 2020 to shareholders of record as of the close of
trading on August 6, 2020, no regular or any other special cash dividends are
currently anticipated, and BVH used the proceeds of the special dividend to
repay its outstanding $80.0 million debt owed to Bluegreen. Bluegreen's future
operating performance and ability to meet its financial obligations will be
subject to future economic conditions and to financial, business and other
factors, many of which may be beyond Bluegreen's control.

Pursuant to a settlement agreement Bluegreen entered into with Bass Pro and its
affiliates during June 2019, Bluegreen paid Bass Pro $20.0 million and agreed to
make five annual payments to Bass Pro of $4.0 million, which commenced in
January 2020. Additionally, in lieu of the previous commission arrangement,
Bluegreen agreed to pay Bass Pro a fixed annual fee of $70,000 for each Bass Pro
and Cabela's retail store that Bluegreen is accessing (excluding sales at retail
stores which are designated to provide tours to Bluegreen/Big Cedar Vacations,
or "Bluegreen/Big Cedar feeder stores"), plus $32.00 per net vacation package
sold (less cancellations or refunds within 45 days of sale). Bluegreen also
agreed to contribute to the Wonders of Wildlife Foundation$5.00 per net package
sold (less certain cancellations and refunds within 45 days of sale), subject to
an annual minimum of $700,000. Subject to the terms and conditions of the
settlement agreement, Bluegreen is generally required to pay the fixed annual
fee with respect to at least 59 Bass Pro retail stores and a minimum number of
Cabela's retail stores that increases over time to a total of at least 60
Cabela's retail stores by the end of 2021. In January 2020, Bluegreen paid $5.2
million for this fixed fee, of which $1.3 million was prepaid and is included in
the Company's condensed consolidated statement of financial condition as of
September 30, 2020. Bluegreen had marketing operations at 26 Cabela's stores at
September 30, 2020 and is required to begin marketing operations in at least 14
more stores by December 31, 2020. Notwithstanding the foregoing, the minimum
number of Bass Pro and Cabela's retail stores for purposes of the fixed annual
fee may be reduced under certain circumstances set forth in the agreement,
including as a result of a reduction of traffic in the stores in excess of 25%
year-over-year. In March 2020 as a result of the COVID-19 pandemic, Bluegreen
temporarily closed its retail marketing operations at Bass Pro Shops and
Cabela's stores. Beginning in mid-May 2020, Bluegreen started the process of
recommencing its sales and marketing operations and by September 30, 2020,
Bluegreen recommenced its marketing operations at 87 Bass Pro Shops and Cabela's
stores and commenced marketing operations at 5 new Cabela's stores.
Additionally, in October 2020, Bluegreen recommenced marketing operations in one
additional Bass Pro Shop and commenced marketing operations at 4 new Cabela's
stores for a total of 97 Bass Pro Shops and Cabela's stores.

Off-balance-sheet Arrangements

As of September 30, 2020, we did not have any "off-balance sheet" arrangements.

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Liquidity and Capital Resources

BVH and Subsidiaries, excluding Bluegreen


As of September 30, 2020, the Company, excluding Bluegreen, had cash, cash
equivalents, and short-term investments of approximately $22.3 million. BVH
believes that its primary source of liquidity for the foreseeable future will be
its available cash, cash equivalents, and short-term investments and that it has
sufficient liquidity to fund anticipated working capital and debt service
requirements.

BVH's principal sources of liquidity have historically been its available cash
and short-term investments, dividends received from Bluegreen, and from
borrowings. However, as described below, the COVID-19 pandemic has impacted or
otherwise resulted in uncertainty regarding many of these sources of liquidity.

Bluegreen has announced that it has suspended its regular quarterly dividend,
and notwithstanding Bluegreen's recent declaration of a special cash dividend in
the third quarter of 2020, as described below, BVH does not expect to receive
regular quarterly dividends from Bluegreen for the foreseeable future. For the
nine months ended September 30, 2020 and 2019, BBX Capital received regular
dividends from Bluegreen of $8.7 million and $34.3 million, respectively. The
resumption of dividends payments by Bluegreen, as well as the amount and timing
of such dividends, will be based upon factors that Bluegreen's board of
directors deems to be appropriate, including Bluegreen's operating results,
financial condition, cash position, and operating and capital needs. Dividends
from Bluegreen are also dependent on restrictions contained in Bluegreen's debt
facilities. Except as otherwise noted, the debts and obligations of Bluegreen
are not direct obligations of BVH and generally are non-recourse to BVH.
Similarly, the assets of Bluegreen are not available to BVH, absent a dividend
or distribution. Furthermore, certain of Bluegreen's credit facilities contain
terms which could limit the payment of cash dividends without the lender's
consent or waiver, and Bluegreen may only pay dividends subject to such
restrictions as well as the declaration of dividends by its board of directors.
As a consequence, BVH Capital may not resume receiving dividends from Bluegreen
consistent with prior periods, in the time frames or amounts anticipated, or at
all.

On July 22, 2020, Bluegreen declared a special cash dividend of $1.19 per share
on its common stock, or $86.3 million in the aggregate. The dividend was payable
August 21, 2020 to shareholders of record as of the close of trading on August
6, 2020. BVH used the proceeds of the special cash dividend of approximately
$80.0 million to repay BVH's outstanding $80.0 million debt owed to Bluegreen.

BVH previously had a $50.0 million revolving line of credit with IberiaBank.
Effective September 30, 2020, the loan agreement was terminated at the request
of BVH in connection with the completion of the spin-off of BBX Capital. In
connection with the termination of the facility, IberiaBank released the
security interest over all collateral granted to the lenders under the facility.
No amounts were outstanding under the facility when it was terminated on
September 30, 2020.

BVH has also historically received funds from its subsidiaries, including
Bluegreen, in connection with the parties' tax sharing agreement to the extent
that a subsidiary utilized BVH's tax benefits in BVH's consolidated tax return.
However, BVH did not receive tax sharing payments from its subsidiaries during
the nine months ended September 30, 2020 and does not expect to receive any
significant payments for the remainder of 2020 primarily as a result of the
impact of COVID-19 on the Company's operations. BBX Capital and its subsidiaries
are no longer parties to the tax sharing agreement.

BVH believes that its current financial condition will allow it to meet its
anticipated near-term liquidity needs. BVH may also seek additional liquidity in
the future from outside sources, including traditional bank financing, secured
or unsecured indebtedness, or the issuance of equity and/or debt securities.
However, these alternatives may not be available to BVH on attractive terms, or
at all. The inability to raise funds through the sources discussed above would
have a material adverse effect on the Company's business, results of operations,
and financial condition.

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Anticipated and Potential Liquidity Requirements


BVH in the past declared regular quarterly dividends on its Class A and Class B
Common Stock and declared cash dividends of $0.25 per share on its common stock,
or $4.8 million in the aggregate, during the year ended December 31, 2019.
However, in April 2020, BVH suspended its regular quarterly dividend due to the
impacts of the COVID-19 pandemic. Future declaration and payment of cash
dividends with respect to the Company's common stock, if any, will be determined
in light of the then-current financial condition of the Company, its operating
and capital needs, its debt covenants, and other factors deemed relevant by the
board of directors.

In June 2017, BVH's board of directors approved a share repurchase program which
authorizes the purchase of a total of up to 5,000,000 shares of the Company's
Class A Common Stock and Class B Common Stock at an aggregate cost of no more
than $35.0 million. This program authorizes management, at its discretion, to
purchase shares from time to time subject to market conditions and other
factors. As of September 30, 2020, BVH had purchased 4,750,483 shares of its
Class A Common Stock for approximately $25.4 million pursuant to the June 2017
share repurchase program.

In connection with the spin-off, BVH issued a $75.0 million note payable to BBX
Capital that accrues interest at a rate of 6% per annum and requires payments of
interest on a quarterly basis. Under the terms of the note, BVH has the option
in its discretion to defer interest payments under the note, with interest on
the entire outstanding balance thereafter to accrue at a cumulative, compounded
rate of 8% per annum until such time as BVH is current on all accrued payments
under the note, including deferred interest. All outstanding amounts under the
note will become due and payable in five years or earlier upon certain other
events.

BVH through its wholly-owned subsidiary, Woodbridge, had $66.3 million in junior
subordinated debentures outstanding as of September 30, 2020. Woodbridge's
junior subordinated debentures accrue interest at a rate of 3-month LIBOR plus a
spread ranging from 3.80% to 3.85%, mature between 2035 and 2036, and require
interest payments on a quarterly basis.

BVH is a Bluegreen holding company with limited operations, and it is currently
expected that it will incur approximately $700,000 in annual executive
compensation expenses, approximately $1.5 - $2.0 million annually in other
general and administrative expenses, including costs associated with being a
public company, and annual interest expense of approximately $7.2 million
associated with Woodbridge's junior subordinated debentures and the note payable
to BBX Capital. These amounts are based on current expectations and assumptions,
currently available information and, with respect to interest expense on
Woodbridge's junior subordinated debentures, interest rates as of September 30,
2020. Such assumptions and expectations may not prove to be accurate, interest
rates may increase and, accordingly or otherwise, actual expenses may exceed the
amounts expected. BVH will rely primarily on cash on hand, cash equivalents, as
well as dividends from Bluegreen, to fund its operations and satisfy its debt
service requirements and other liabilities, including its note payable to BVH.
As discussed above, the COVID-19 pandemic has resulted in Bluegreen suspending
its regular quarterly dividend, and while BVH believes that it will have
sufficient cash and cash equivalents to fund its operations for approximately
two years following the spin-off, it will be dependent on the resumption of
dividends from Bluegreen to fund its operations in future periods. There is no
assurance that Bluegreen will resume the payment of dividends consistent with
prior periods, in the time frames or amounts previously paid, or at all.

Bluegreen


Bluegreen believes that it has sufficient liquidity from the sources described
below to fund operations, including its anticipated working capital, capital
expenditure, debt service requirements and impacts associated with the COVID-19
pandemic challenges for the foreseeable future, subject to the success of its
ongoing mitigating measures to manage through current challenges caused by the
COVID-19 pandemic, as discussed in this report, including cost and capital
expenditure reductions and the ongoing availability of credit.

Bluegreen's primary sources of funds from internal operations are: (i) cash
sales, (ii) down payments on VOI sales which are financed; (iii) proceeds from
the sale of, or borrowings collateralized by, VOI notes receivable, (iv) cash
from finance operations, including mortgage servicing fees and principal and
interest payments received on the purchase money mortgage loans arising from
sales of VOIs, and (v) net cash generated from sales and marketing fee-based
services and other fee-based services, including resort management operations.

While the vacation ownership business has historically been capital intensive
and Bluegreen has pursued transactions or activities which require significant
capital investment and adversely impact cash flows, including VOI development or
acquisition, Bluegreen has also sought to focus on the generation of  "free cash
flow" (defined as cash flow from

                                       55

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operating activities, less capital expenditures) by: (i) incentivizing its sales
associates and creating programs with third-party credit card companies to
generate a higher percentage of sales in cash; (ii) maintaining sales volumes
that focus on efficient marketing channels; (iii) limiting its capital and
inventory expenditures; (iv) utilizing sales and marketing, mortgage servicing,
resort management services, title and construction expertise to pursue
fee-based-service business relationships that generally require less up-front
capital investment and have the potential to produce incremental cash flows; and
(v) more recently, by selling VOIs obtained through secondary market or JIT
arrangements. Bluegreen considers free cash flow to be a measure of cash
generated by operating activities that can be used for future investing and
financing activities, however, there is no assurance that Bluegreen will
generate free cash flow or that any cash flow generated will be used for such
purposes. While Bluegreen intends to remain flexible with its sales of different
categories of VOI inventory in the future, Bluegreen currently expects that its
mix of fee-based inventory will decrease over time.

Bluegreen had $21.3 million of required contractual obligations coming due within one year, as well as one facility with an advance period that will expire at the end of 2020. While there is no assurance that Bluegreen will be successful, Bluegreen intends to seek to renew or extend its debt.


The ability to sell and/or borrow against notes receivable from VOI buyers has
been critical to Bluegreen's continued liquidity. A financed VOI buyer is
generally only required to pay a minimum of 10% to 20% of the purchase price in
cash at the time of sale; however, selling, marketing and administrative
expenses attributable to the sale are primarily cash expenses that generally
exceed a buyer's minimum required down payment. Accordingly, having financing
facilities available for the hypothecation, sale or transfer of Bluegreen's VOI
notes receivable has been critical to Bluegreen's ability to meet its short and
long-term cash needs. Bluegreen has attempted to maintain a number of diverse
financing facilities. Historically, Bluegreen has relied on its ability to sell
receivables in the term securitization market in order to generate liquidity and
create capacity in Bluegreen's receivable facilities. Bluegreen has historically
financed a majority of its sales of VOIs, and accordingly, are subject to the
risk of defaults by its customers. While it is still too early to know the full
impact of COVID-19 on Bluegreen's default or delinquency rates, Bluegreen
believes that the COVID-19 pandemic will have a significant impact on the
performance of its VOI notes receivable. Accordingly, in March 2020, Bluegreen
recorded an allowance for loan losses of $12.0 million, which included its
estimate of customer defaults as a result of the COVID-19 pandemic based on
Bluegreen's historical experience, forbearance requests received from
Bluegreen's customers, and other factors, including, but not limited to, the
seasoning of the notes receivable and FICO scores of the customers. The impact
of the COVID-19 pandemic is rapidly changing and highly uncertain. Accordingly,
and due to other risks and uncertainties associated with assumptions and
changing market conditions, Bluegreen's allowance may not prove to be accurate
and may be increased in future periods, which would adversely impact Bluegreen's
operating results for those periods.

Further, the COVID-19 pandemic has resulted in instability and volatility in the
financial markets. As described above, Bluegreen's ability to borrow against or
sell its VOI notes receivable has historically been a critical factor in its
liquidity. If Bluegreen is unable to renew credit facilities or obtain new
credit facilities, its business, results of operations, liquidity, or financial
condition may be materially, adversely impacted.

In connection with its capital-light business activities, Bluegreen has entered
into agreements with third-party developers that allow Bluegreen to buy VOI
inventory, typically on a non-committed basis, prior to when Bluegreen intends
to sell such VOIs, although there is no assurance that these third party
developers will be in a position to deliver that inventory in the future.
Bluegreen's capital-light business strategy also includes secondary market
sales, pursuant to which Bluegreen enters into secondary market arrangements
with certain HOAs and others on a non-committed basis, which allows Bluegreen to
acquire VOIs generally at a significant discount, as such VOIs are typically
obtained by the HOAs through foreclosure in connection with maintenance fee
defaults. Acquisitions of JIT and secondary market inventory during the
remainder of 2020 are expected to be between $1.0 million to $3.0 million.

In October 2020, Bluegreen completed the 2020-A Term Securitization, a private
offering and sale of approximately $131.0 million of investment-grade, VOI
receivable backed notes (the "Notes"), including approximately $48.6 million of
Class A Notes, approximately $47.9 million of Class B Notes and approximately
$34.5 million of Class C Notes with interest rates of 1.55%, 2.49%, and 4.22%,
respectively, which blends to an overall interest rate of approximately 2.60%.
The gross advance rate for this transaction was 88.0%. The Notes mature in
February 2036. KeyBanc Capital Markets Inc. ("KeyCM") and Barclays Capital Inc.
acted as co-lead managers and were the initial purchasers of the Notes. KeyCM
also acted as structuring agent for the transaction.

Subject to performance of the collateral, Bluegreen will receive any excess cash
flows generated by the receivables transferred under the 2020-A Term
Securitization (excess meaning after payments of customary fees, interest, and
principal under the 2020-A Term Securitization) on a pro-rata basis as borrowers
make payments on their VOI loans.

                                       56

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While ownership of the VOI receivables included in the 2020-A Term
Securitization is transferred and sold for legal purposes, the transfer of these
receivables is accounted for as a secured borrowing for financial accounting
purposes. Accordingly, no gain or loss was recognized as a result of this
transaction.

Bluegreen's level of debt and debt service requirements have several important
effects on Bluegreen's operations, including the following: (i) significant debt
service cash requirements reduce the funds available for operations and future
business opportunities and increase Bluegreen's vulnerability to adverse
economic and industry conditions, as well as conditions in the credit markets,
generally; (ii) Bluegreen's leverage position increases its vulnerability to
economic and competitive pressures; (iii) the financial covenants and other
restrictions contained in indentures, credit agreements and other agreements
relating to Bluegreen's indebtedness require Bluegreen to meet certain financial
tests and may restrict Bluegreen's ability to, among other things, pay
dividends, borrow additional funds, dispose of assets or make investments; and
(iv) Bluegreen's leverage position may limit funds available for acquisitions,
working capital, capital expenditures, dividends, and other general corporate
purposes. Certain of Bluegreen's competitors operate on a less leveraged basis
and have greater operating and financial flexibility than Bluegreen does.

Credit Facilities for Bluegreen Receivables with Future Availability


Bluegreen maintains various credit facilities with financial institutions which
allow Bluegreen to borrow against or sell its VOI notes receivable. As of
September 30, 2020, Bluegreen had the following credit facilities with future
availability, all of which are subject to revolving availability terms during
the advance period and therefore provide for additional availability as the
facility is paid down, subject in each case to compliance with covenants,
eligible collateral and applicable terms and conditions during the advance
period (dollars in thousands):

                                                                                      Advance Period                Borrowing
                       Borrowing         Outstanding         Availability              ?Expiration;                   Rate;
                     ?Limit as of       ?Balance as of          ?as of                  ?Borrowing                 ?Rate as of
                    ?September 30,      ?September 30,      ? September 30,           ?Maturity as of              ?September
                         ?2020              ?2020                ?2020              ?September 30, 2020             30, 2020
                                                                                                                  Prime Rate -
                                                                                                                  0.10%; floor
Liberty Bank                                                                            June 2021;                  of 3.40%;
Facility (4)       $         40,000    $        19,715    $           20,285            ?June 2024                    3.40%
                                                                                                                     30 day
                                                                                                                   LIBOR+2.25%
                                                                                                                    to 2.75%;
                                                                                                                    floor of
                                                                                                                    3.00% to
NBA Receivables                                                                       September 2023;             3.50%; 3.35%
Facility                     70,000             33,389                36,611            ?March 2028                    (1)
                                                                                                                     30 day
                                                                                                                   LIBOR+2.75%
Pacific Western                                                                       September 2021;               to 3.00%;
Facility (4)                 40,000             24,313                15,687          ?September 2024                 3.03%
KeyBank/DZ                                                                                                 30 day LIBOR
Purchase                                                                      December 2022;               or CP +2.25%;
Facility (4)                 80,000             60,981              19,019    ?December 2024                 2.50% (2)
Quorum Purchase                                                                       December 2020;
Facility                     50,000             34,240                15,760          ?December 2032                   (3)
                   $        280,000$       172,638    $          107,362


(1)As described in further detail below, borrowings prior to September 25, 2020
accrue interest at a rate equal to one month LIBOR plus 2.75% (with an interest
rate floor of 3.50%), provided that the rate shall decrease to one-month LIBOR
plus 2.25% (with an interest rate floor of 3.00%) on the then remaining balance
of borrowing prior to September 25,2020 if new advances subsequent to September
25,2020 are at least $25.0 million by June 30, 2021. Borrowings after September
25, 2020 accrue interest at one-month LIBOR plus 2.25% (with an interest rate
floor of 3.00%).

(2)Borrowings accrue interest at a rate equal to either LIBOR, a "Cost of Funds"
rate or commercial paper ("CP") rates plus 2.25%. As described in further detail
below, the interest rate will increase to the applicable rate plus 3.25% upon
the expiration of the advance period.

(3)Of the amounts outstanding under the Quorum Purchase Facility at September
30, 2020, $2.4 million accrues interest at a rate per annum of 4.75%,
$16.4 million accrues interest at a fixed rate of 4.95%, $1.3 million accrues
interest at a fixed rate of 5.00%, $13.2 million accrues interest at a fixed
rate of 5.10%, and $0.8 million accrues interest at a fixed rate of 5.50%.

(4)Balance and availability indicated above is prior to giving effect to October repayments in connection with the 2020 Term Securitization.

See Note 5 under Item 1 included in this report and Note 13 to the Company's consolidated financial statements included in the 2019 Annual Report for additional information with respect to Bluegreen's receivable-backed notes payable facilities.

                                       57

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Other Credit Facilities and Outstanding Notes Payable


Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan. In
December 2016, Bluegreen entered into a $100.0 million syndicated credit
facility with Fifth Third Bank, as administrative agent and lead arranger, and
certain other bank participants as lenders. In October 2019, Bluegreen amended
the facility and increased the facility to $225.0 million. The amended facility
includes a $100.0 million term loan (the "Fifth Third Syndicated Term Loan")
with quarterly amortization requirements and a $125.0 million revolving line of
credit (the "Fifth Third Syndicated Line-of-Credit"). Borrowings under the
amended facility generally bear interest at LIBOR plus 2.00% - 2.50%, depending
on Bluegreen's leverage ratio, are collateralized by certain of Bluegreen's VOI
inventory, sales center buildings, management fees, short-term receivables and
cash flows from residual interests relating to certain term securitizations, and
will mature in October 2024. On June 29, 2020, the facility was amended to
modify certain customary covenants. As of September 30, 2020, outstanding
borrowings under the facility totaled $145.0 million, including $95.0 million
under the Fifth Third Syndicated Term Loan with an interest rate of 2.56%, and
$50.0 million under the Fifth Third Syndicated Line of Credit with an interest
rate of 2.39%.

Bluegreen also has outstanding obligations under various credit facilities and securitizations that have no remaining future availability as the advance periods have expired.


See Note 5 under Item 1 included in this report and Note 13 to the Company's
consolidated financial statements included in the 2019 Annual Report for
additional information with respect to Bluegreen's other credit facilities and
outstanding notes payable.

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