BLUEGREEN VACATIONS CORPORATION REPORTS SECOND QUARTER 2019 RESULTS

BOCA RATON, Florida (August 6, 2019) – Bluegreen Vacations Corporation (NYSE: BXG) ("Bluegreen" or the “Company") today reported its second quarter 2019 financial results.

2Q19 Highlights:

· (Loss) Earnings per Share (“EPS”) of $(0.15), compared to $0.36 in the prior year quarter.

· Net loss attributable to shareholders was $(11.2 million), compared to net earnings of $26.7 million in the prior year quarter. 

· Included in this quarter’s results are expenses related to our settlement with Bass Pro of $39.1 million, or $0.39 per share

· Adjusted EBITDA of $28.7 million, compared to $41.9 million in the prior year quarter.

· Total revenue of $195.6 million, compared to $194.9 million in the prior year quarter.

· System-wide Sales of Vacation Ownership Interests (“VOIs”) of $163.6 million, compared to $172.0 million in the prior year quarter.

“We are pleased that during the quarter we came to a resolution of our differences with our long-time partner, Bass Pro Shops. Thesettlement agreement not only reinstated all of our marketing activities in Bass Pro retail stores, but resolved the issues which were delaying the expansion of our network into Cabela’s retail stores, which we believe positions us to reach an even broader audience,” said Shawn B. Pearson, Chief Executive Officer and President. “We also saw early indications of progress in our efforts to combat third-party exit firms as we realized lower default rates and provisions for loan losses in the quarter. We are eager to refocus our attention on enhancing engagement with our current owners and new owners, both through our existing sales channels as well as with new prospective marketing partners. Bluegreen offers attractive and affordable vacation options in popular, high-volume, ‘drive-to’ locations, which we believe will continue to resonate with consumers. We anticipate that our efforts will take some time to flow through to our results, but we are confident that the actions we are taking today will translate into enhanced performance over time.”

Financial Results

(dollars in millions, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019		2018		Change		2019		2018		Change
Total revenue	$	195.6	$	194.9	0.3	%	$	364.4	$	362.5	0.5	%
(Loss) income before non-controlling interest and
(benefit) provision for income taxes	$	(10.0)	$	39.4	(125.4)	%	$	12.2	$	70.2	(82.6)	%
Net (loss) income attributable to shareholders	$	(11.2)	$	26.7	(141.9)	%	$	4.0	$	47.7	(91.6)	%
(Loss) earnings per share basic and diluted	$	(0.15)	$	0.36	(141.7)	%	$	0.05	$	0.64	(92.2)	%
Adjusted EBITDA	$	28.7	$	41.9	(31.6)	%	$	54.9	$	75.2	(27.0)	%
Capital-light revenue(1) as a percentage of
total revenue		65.4%		70.0%	(460)	bp		68.0%		72.3%	(430)	bp

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

Total revenue for the three months ended June 30, 2019 was $195.6 million, compared to $194.9 million in the prior year period, primarily due to increases in resort operations and club management revenue and interest income, and a

decrease in the provision for loan loss, partially offset by a decrease in VOI sales as discussed more fully under “Segment Results” below.  Adjusted EBITDA was $28.7 million in the second quarter of 2019 compared to $41.9 million in the second quarter of 2018, primarily due to lower VOI sales and higher cost of VOI sales and net carrying cost of inventory, partially offset by a lower provision for loan losses and higher profit on resort operations and club management operations.  

In terms of segment results, decreased results in the Sales of VOIs and Financing segment were partially offset by growth in the Resort Operations and Club Management segment, as more fully described below.

Segment Results

Sales of VOIs and Financing Segment

(dollars in millions, except per guest and per transaction amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019		2018		Change		2019		2018		Change
System-wide sales of VOIs	$	163.6	$	172.0	(4.9)	%	$	293.3	$	304.8	(3.8)	%
Segment adjusted EBITDA	$	36.2	$	48.3	(25.0)	%	$	67.3	$	92.0	(26.8)	%
Guest tours		65,167		65,570	(0.6)	%		113,305		115,767	(2.1)	%
Average sales price per transaction	$	15,432	$	15,442	(0.1)	%	$	15,591	$	15,351	1.6	%
Sales to tour conversion ratio		16.4%		17.1%	(4.1)	%		16.7%		17.3%	(3.5)	%
Sales volume per guest ("VPG")	$	2,528	$	2,646	(4.5)	%	$	2,603	$	2,653	(1.9)	%
Selling and marketing expenses, as a
% of system-wide sales of VOIs		50.7%		48.5%	220	bp		50.5%		48.9%	160	bp
Provision for loan losses		14.9%		16.4%	(150)	bp		16.1%		14.7%	140	bp
Cost of VOIs sold		15.5%		9.9%	560	bp		12.0%		6.9%	510	bp

During the second quarter of 2019, system-wide sales of VOIs were $163.6 million, compared to $172.0 million in the second quarter of 2018. The year over year change in sales was primarily driven by a  lower sale-to-tour conversion ratio, which resulted in a lower average sales volume per guest (“VPG”), in part due to disruptions at sales offices related to the Bass Pro matter, which has subsequently been resolved as described under Bass Pro Settlement below. Package sales volumes in the second quarter of 2019 increased approximately7% compared to the second quarter of 2018 following an 8% increase in the first quarter, and these increases are expected to result in increased guest tours over the next six to 18 months.  However, the growth in package sales occurred in channels that are typically not as efficient as Bass Pro, in which the Company experienced a decrease in package sales during the quarter due to the period of time we were denied access to the Bass Pro stores.

Provision for loan losses decreased to 14.9% of gross VOI sales, compared to 16.4% in the prior year second quarter. As previously disclosed, the Company’s default rates in recent years have been adversely impacted by the actions of “timeshare exist firms” which had been encouraging some VOI owners to become delinquent and ultimately default on their obligations. The Company believes that the improvement in its default rates in the second quarter of 2019 compared to the second quarter of 2018 is in part due to its zero-tolerance strategy and ongoing steps to address this issue, whichhas resulted in a reduction of cease and desist letters received and a reduction in average annual default rates andcorrespondingly the provision for loan losses in the second quarter of 2019. The Company’s provision for loan losses has recently ranged between14.9% and 20.7%, and expectations for the remainder of 2019 are below the midpoint of that range.

Fee-based sales commission revenue was $55.3 million in the second quarter of 2019, compared to $60.1 million in the second quarter of 2018. The period over period change reflected lower sales of third-party VOI inventory, due to lower system-wide sales as described above, as well as an average fee-based sales commission of 66% during the second quarter of 2019 as compared to 67% during the comparable prior year period.  

In the second quarter of 2019, cost of VOIs sold represented 15.5% of sales of VOIs compared to 9.9% in the second quarter of 2018. 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. During the second quarter of 2018, the cost of sales benefited from VOI sales of relatively lower cost VOIs as to compared to the second quarter of 2019 where VOI sales were of relatively higher cost VOIs. Cost of VOIs sold is expected to range from 10% to15% for the remainder of 2019.

Net carrying cost of inventory increased $3.6 million in the second quarter of 2019 compared to the second quarter of 2018, primarily due to the carrying cost associated with the Éilan Hotel and Spa, which was acquired in April 2018 and increased maintenance fees and developer subsidies associated with the increase in VOI inventoryas well as decreased net operating profits from the Company’s sampler program.

Selling and marketing expense increased to 51% of system-wide sales of VOIs during the second quarter of 2019 as compared to 48% during the second quarter of 2018.  The increase in selling and marketing expenses as a percentage of system-wide sales of VOIs is primarily attributable to higher costs per guest tour and a  lower VPG, due in part to decreased sales associated with disruptions in the Company’s sales offices as a result of the recently resolved Bass Pro dispute, as well as changes in our yield management program during the 2019 period.

Resort Operations and Club Management Segment

(dollars in millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019		2018		% Change		2019		2018		% Change
Resort operations and club management revenue	$	45.0	$	41.3	9.1	%	$	92.1	$	82.8	11.2	%
Segment adjusted EBITDA	$	14.5	$	13.8	5.4	%	$	27.7	$	25.8	7.3	%
Resorts managed		49		49	—	%		49		49	—	%

In the second quarter of 2019, resort operations and management club revenue increased by $3.7 million, or 9.1%, to $45.0 million from the prior year quarter. The increase was driven primarily by the full period of management fees in 2019 related to managed resorts added during 2018 and higher third-party rental commissions. Segment adjusted EBITDA grew by 5.4% to $14.5 million.

Bass Pro Settlement

As previously disclosed, on April 17, 2019, Bass Pro and its affiliates brought an action against the Company, alleging that the Company failed to pay certain commissions due it under the parties’ marketing agreement, amongst other alleged breaches.   On May 24, 2019, the Company received notice from Bass Pro and its affiliates that it was terminating the marketing agreement based on the failure to cure the alleged breaches.  Subsequently, the Company filed a counter claim against Bass Pro and its affiliates.

On June 13, 2019, the Company entered into a settlement agreement which resolved the action filed by Bass Pro and reinstated and amended the marketing agreement. Pursuant to the terms of the settlement agreement, Bass Pro agreed to reinstate the Company’s access to Bass Pro’s marketing channels, including Bass Pro and Cabela’s retail stores. Additionally, with no admission of any wrongdoing, the Company paid Bass Pro $20 million within 15 days after the execution of the settlement agreement; the Company agreed to pay Bass Pro $4 million on each January 1 from 2020 through 2024; and the Company agreed that Bass Pro would keep the remaining $1.5 million of an amount prepaid to them earlier in 2019 under the marketing agreement. Additionally, in lieu of the previous commission arrangement, the Company agreed to pay Bass Pro a fixed annual fee of $70,000 for each Bass Pro and Cabela’s retail store that it accesses (excluding retail stores which are designated to provide tours to Bluegreen/Big Cedar Vacations, or “Bluegreen/Big Cedar Feeder Stores”) plus $32 per net vacation package sold (less cancellations and refunds within 45 days of sale), excluding sales at Bluegreen/Big Cedar Feeder Stores. The fixed annual fee will be prorated for the remainder of 2019. Subject to the terms and conditions of the settlement agreement, the Company will generally be required to pay the fixed annual fee with respect to at least 60 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.  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 settlement agreement, including as a result of a reduction of traffic in the stores in excess of 25% year-over-year. The Company also agreed to contribute to the Wonders of Wildlife Foundation $5.00 per net package sold (less cancellations and refunds within 45 days of sale), subject to an annual minimum of $700,000 which was not prorated for 2019. The parties executed mutual waivers and releases and agreed to the dismissal of the litigation. 

Balance Sheet and Liquidity

As of June 30, 2019, unrestricted cash and cash equivalents totaled $180.2 million. Bluegreen had availability of approximately $150.6 million under its receivable-backed purchase and credit facilities and corporate credit line as of June 30, 2019, subject to eligible collateral and the terms of the facilities, as applicable.  Excluding receivable-backed notes payable, the Company’s net debt-to-EBITDA ratio as of June 30, 2019 was .23.

Free cash flow, which the Company defines as cash flow from operating activities, less capital expenditures, was $(2.  9) million for the six months ended June 30, 2019, compared to $8.1 million for the six months ended June 30, 2018. The decrease in free cash flow was primarily attributable to the $20.0 million payment to Bass Pro in June 2019, partially offset by decreased spending on the acquisition and development of inventory in the 2019 period.

Dividend

On July 30, 2019, Bluegreen’s Board of Directors declared a quarterly common stock cash dividend of $0.17 per share. The dividend is payable on August27, 2019 to shareholders of record as of the close of trading on August13, 2019.

Second Quarter 2019 Webcast

The Company has provided a pre-recorded business update and management presentation via webcast link, indicated below, in the Investor Relations section of its website at ir.bluegreenvacations.com. A transcript will also be available simultaneously with the webcast.  The webcast and supplemental management presentation can be accessed on the Investor Relations section of Bluegreen Vacations’ website at ir.bluegreenvacations.com. The pre-recorded presentation can also be accessed at 1-844-512-2921 (domestic) and 1-412-317-6671 (international) and entering pin number 1135129.  The business update via dial-in will be available through midnight Sunday, September1, 2019.  A transcript will also be available simultaneously with the webcast.

Forward-Looking Statements:

Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, are forward-looking statements.  Forward-looking statements are based on current expectations of management and can be identified by the use of words such as “believe”, “may”, “could”, “should”, “plans”, “anticipates”, “intends”, “estimates”, “expects”, and other words and phrases of similar impact.  Forward-looking statements involve risks, uncertainties and other factors, many of which are beyond our control, that may cause actual results or performance to differ from those set forth or implied in the forward-looking statements. These risks and uncertainties include, without limitation, risks relating to our ability to achieve increases in VOI sales including new owner sales; our ability to successfully implement our strategic plans and initiatives, generate earnings and long-term growth; risks that our marketing alliances will not contribute to  growth or be profitable; the risk that our business relationship with Bass Pro under the revised terms of our marketing agreement with Bass Pro may not be as profitable as under the prior terms, or at all, or otherwise result in the benefits anticipated;risks that the increases in package sales may not continue and may not result in increased guest tours in the timeframe anticipated or at all; risks that dividend payments will not continue at current levels, if at all; risks that the Company’s costs, including costs of VOIs sold, for the remainder of 2019 will not be within the expected ranges; risks that the Company’s efforts to address the increase in default rates may not be successful and default rates may not decrease and may exceed the Company’s expectations; and the additional risks and uncertainties described in Bluegreen's filings with the Securities and Exchange Commission, including, without limitation, those described in the “Risk Factors” section of Bluegreen’s Annual Report on Form 10-K for the year ended December 31, 2018 and those described in Bluegreen’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, which is expected to be filed on or about August6, 2019.  Bluegreen cautions that the foregoing factors are not exclusive. You should not

place undue reliance on any forward-looking statement, which speaks only as of the date made. Bluegreen does not undertake, and specifically disclaims any obligation, to update or supplement any forward-looking statements.

Non-GAAP Financial Measures:

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

About Bluegreen Vacations Corporation: 

Bluegreen Vacations Corporation (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests (VOIs) and manages resorts in top leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with approximately 217,000 owners, 69 Club and Club Associate Resorts and access to more than 11,300 other hotels and resorts through partnerships and exchange networks as of June 30, 2019. Bluegreen Vacations also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services, to or on behalf of third parties. Bluegreen is approximately 90% owned by BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB), a diversified holding company. For further information, visit www.BluegreenVacations.com.

About BBX Capital Corporation:

BBX Capital Corporation (NYSE: BBX) (OTCQX: BBXTB) is a Florida-based diversified holding company whose principal investments include Bluegreen Vacations Corporation (NYSE: BXG), BBX Capital Real Estate, Renin Holdings, and IT’SUGAR. For additional information, please visit www.BBXCapital.com.

Contact:

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

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In thousands, except for per share data)

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Revenue:
Gross sales of VOIs	$	80,221	$	82,027	$	143,105	$	146,187
Estimated uncollectible VOI notes receivable		(11,919)		(13,454)		(23,072)		(21,473)
Sales of VOIs		68,302		68,573		120,033		124,714
Fee-based sales commission revenue		55,343		60,086		100,555		105,940
Other fee-based services revenue		30,703		30,391		60,271		58,415
Cost reimbursements		17,358		14,059		37,594		30,260
Interest income		21,875		21,118		43,883		42,240
Other income, net		1,993		710		2,082		891
Total revenue		195,574		194,937		364,418		362,460
Costs and expenses:
Cost of VOIs sold		10,572		6,789		14,420		8,601
Cost of other fee-based services		19,924		16,634		42,792		34,045
Cost reimbursements		17,358		14,059		37,594		30,260
Selling, general and administrative expenses		147,668		109,580		237,882		203,129
Interest expense		10,061		8,495		19,567		16,262
Total costs and expenses		205,583		155,557		352,255		292,297
(Loss) income before non-controlling interest
and (benefit) provision for income taxes		(10,009)		39,380		12,163		70,163
(Benefit) provision for income taxes		(3,957)		9,353		1,346		16,554
Net (loss) income		(6,052)		30,027		10,817		53,609
Less: Net income attributable to   non-controlling interest		5,131		3,317		6,847		5,924
Net (loss) income attributable to Bluegreen
Vacations Corporation shareholders	$	(11,183)	$	26,710	$	3,970	$	47,685
Comprehensive (loss) income attributable to
Bluegreen Vacations Corporation
shareholders	$	(11,183)	$	26,710	$	3,970	$	47,685

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In thousands, except for share and per share data)

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
(Loss) Earnings per share attributable to   Bluegreen Vacations Corporation   shareholders - Basic and diluted	$	(0.15)	$	0.36	$	0.05	$	0.64
Weighted average number of common shares   outstanding:
Basic and diluted		74,446		74,734		74,446		74,734
Cash dividends declared per share	$	0.17	$	0.15	$	0.34	$	0.30

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

	For the Six Months Ended
	June 30,
	2019		2018
Operating activities:
Net income	$	10,817	$	53,609
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		9,056		7,597
Gain on disposal of property and equipment		(1,945)		—
Provision for loan losses		23,055		21,447
(Benefit) provision for deferred income taxes		(10,041)		2,215
Changes in operating assets and liabilities:
Notes receivable		(24,742)		(24,236)
Prepaid expenses and other assets		(11,674)		(16,122)
Inventory		(8,071)		(25,770)
Accounts payable, accrued liabilities and other, and
deferred income		25,157		4,475
Net cash provided by operating activities		11,612		23,215
Investing activities:
Purchases of property and equipment		(14,516)		(15,105)
Proceeds from sale of property and equipment		1,820		—
Net cash used in investing activities		(12,696)		(15,105)
Financing activities:
Proceeds from borrowings collateralized
by notes receivable		45,095		73,706
Payments on borrowings collateralized by notes receivable		(66,769)		(68,531)
Proceeds from borrowings collateralized
by line-of-credit facilities and notes payable		20,386		50,042
Payments under line-of-credit facilities and notes payable		(17,407)		(24,671)
Payments of debt issuance costs		(132)		(187)
Dividends paid		(25,312)		(22,420)
Net cash (used in) provided by financing activities		(44,139)		7,939
Net (decrease) increase in cash and cash equivalents
and restricted cash		(45,223)		16,049
Cash, cash equivalents and restricted cash at beginning of period		273,134		243,349
Cash, cash equivalents and restricted cash at end of period	$	227,911	$	259,398
Supplemental schedule of operating cash flow information:
Interest paid, net of amounts capitalized	$	16,871	$	14,250
Income taxes paid	$	14,357	$	14,618
Supplemental schedule of non-cash investing and financing activities:
Acquisition of inventory, property, and equipment for notes payable	$	—	$	24,258

BLUEGREEN VACATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except for per share data)

	June 30,		December 31,
	2019		2018
ASSETS
Cash and cash equivalents	$	180,166	$	219,408
Restricted cash ($19,018 and $28,400 in VIEs at June 30, 2019
and December 31, 2018, respectively)		47,745		53,726
Notes receivable, net ($308,042 and $341,975 in VIEs
at June 30, 2019 and December 31, 2018, respectively)		440,854		439,167
Inventory		342,220		334,149
Prepaid expenses		14,946		10,097
Other assets		57,970		49,796
Operating lease assets		23,395		—
Intangible assets, net		61,556		61,845
Loan to related party		80,000		80,000
Property and equipment, net		102,361		98,279
Total assets	$	1,351,213	$	1,346,467
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable	$	18,270	$	19,515
Accrued liabilities and other		102,183		80,364
Operating lease liabilities		24,584		—
Deferred income		17,668		16,522
Deferred income taxes		81,015		91,056
Receivable-backed notes payable - recourse		86,820		76,674
Receivable-backed notes payable - non-recourse (in VIEs)		351,316		382,257
Lines-of-credit and notes payable		136,796		133,391
Junior subordinated debentures		71,691		71,323
Total liabilities		890,343		871,102
Commitments and Contingencies
Shareholders' Equity
Common stock, $.01 par value, 100,000,000 shares authorized; 74,445,923
shares issued and outstanding at June 30, 2019 and December 31, 2018		744		744
Additional paid-in capital		270,369		270,369
Retained earnings		137,299		158,641
Total Bluegreen Vacations Corporation shareholders' equity		408,412		429,754
Non-controlling interest		52,458		45,611
Total shareholders' equity		460,870		475,365
Total liabilities and shareholders' equity	$	1,351,213	$	1,346,467

BLUEGREEN VACATIONS CORPORATION

ADJUSTED EBITDA RECONCILIATION

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands)	2019		2018		2019		2018
Net (loss) income attributable to shareholders	$	(11,183)	$	26,710	$	3,970	$	47,685
Net income attributable to the   non-controlling interest in   Bluegreen/Big Cedar Vacations		5,131		3,317		6,847		5,924
Adjusted EBITDA attributable to the   non-controlling interest   in Bluegreen/Big Cedar Vacations		(5,193)		(3,292)		(6,974)		(5,884)
(Gain) loss on assets held for sale		(1,989)		11		(1,980)		(9)
Add: depreciation and amortization		3,504		2,989		6,870		5,917
Less: interest income (other than interest   earned on VOI notes receivable)		(1,792)		(1,381)		(3,638)		(2,816)
Add: interest expense - corporate and other		4,991		3,873		9,235		6,930
Add: franchise taxes		25		43		60		124
Add: (benefit) provision for income taxes		(3,957)		9,353		1,346		16,554
Add: corporate realignment cost		—		275		—		751
Add: Bass Pro settlement		39,121		—		39,121		—
Total Adjusted EBITDA	$	28,658	$	41,898	$	54,857	$	75,176

BLUEGREEN VACATIONS CORPORATION

SEGMENT ADJUSTED EBITDA SUMMARY

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands)	2019		2018		2019		2018
Adjusted EBITDA - sales of VOIs   and financing	$	36,197	$	48,255	$	67,327	$	91,981
Adjusted EBITDA - resort operations   and club management		14,490		13,750		27,726		25,829
Total Segment Adjusted EBITDA		50,687		62,005		95,053		117,810
Less: corporate and other		(22,029)		(20,107)		(40,196)		(42,634)
Total Adjusted EBITDA	$	28,658	$	41,898	$	54,857	$	75,176

BLUEGREEN VACATIONS CORPORATION

SALES OF VOIs AND FINANCING SEGMENT- ADJUSTED EBITDA

	For the Three Months Ended June 30,
	2019			2018
	Amount		% of System- wide sales of VOIs (5)	Amount		% of System- wide sales of VOIs (5)
(in thousands)
Developed VOI sales (1)	$	99,271	61%	$	80,715	47%
Secondary Market sales		53,337	33		55,258	32
Fee-Based sales		83,352	51		89,934	52
JIT sales		2,418	1		15,314	9
Less: Equity trade allowances (6)		(74,805)	(46)		(69,260)	(40)
System-wide sales of VOIs		163,573	100%		171,961	100%
Less: Fee-Based sales		(83,352)	(51)		(89,934)	(52)
Gross sales of VOIs		80,221	49		82,027	48
Provision for loan losses (2)		(11,919)	(15)		(13,454)	(16)
Sales of VOIs		68,302	42		68,573	40
Cost of VOIs sold (3)		(10,572)	(15)		(6,789)	(10)
Gross profit (3)		57,730	85		61,784	90
Fee-Based sales commission revenue (4)		55,343	66		60,086	67
Financing revenue, net of financing expense		15,225	9		15,160	9
Other fee-based services - title operations, net		1,941	1		2,060	1
Net carrying cost of VOI inventory		(5,288)	(3)		(1,650)	(1)
Selling and marketing expenses		(83,001)	(51)		(83,323)	(48)
General and administrative expenses - sales and   marketing		(46,408)	(28)		(7,511)	(4)
Operating profit - sales of VOIs and financing		(4,458)	-3%		46,606	27%
Add: Depreciation and amortization		1,534			1,649
Add: Bass Pro Settlement		39,121			—
Adjusted EBITDA - sales of VOI and financing	$	36,197		$	48,255

BLUEGREEN VACATIONS CORPORATION

SALES OF VOIs AND FINANCING SEGMENT- ADJUSTED EBITDA

	For the Six Months Ended June 30,
	2019			2018
	Amount		% of System- wide sales of VOIs (5)	Amount		% of System- wide sales of VOIs (5)
(in thousands)
Developed VOI sales (1)	$	167,424	57%	$	128,246	42%
Secondary Market sales		112,490	38		131,547	43
Fee-Based sales		150,146	51		158,618	52
JIT sales		4,652	2		18,683	6
Less: Equity trade allowances (6)		(141,461)	(48)		(132,289)	(43)
System-wide sales of VOIs		293,251	100%		304,805	100%
Less: Fee-Based sales		(150,146)	(51)		(158,618)	(52)
Gross sales of VOIs		143,105	49		146,187	48
Provision for loan losses (2)		(23,072)	(16)		(21,473)	(15)
Sales of VOIs		120,033	41		124,714	41
Cost of VOIs sold (3)		(14,420)	(12)		(8,601)	(7)
Gross profit (3)		105,613	88		116,113	93
Fee-Based sales commission revenue (4)		100,555	67		105,940	67
Financing revenue, net of financing expense		30,090	10		29,923	10
Other fee-based services - title operations, net		3,459	1		3,506	1
Net carrying cost of VOI inventory		(12,976)	(4)		(4,167)	(1)
Selling and marketing expenses		(148,223)	(51)		(149,006)	(49)
General and administrative expenses - sales and   marketing		(53,382)	(18)		(13,644)	(4)
Operating profit - sales of VOIs and financing		25,136	9%		88,665	29%
Add: Depreciation and amortization		3,070			3,316
Add: Bass Pro Settlement		39,121			—
Adjusted EBITDA - sales of VOIs and financing	$	67,327		$	91,981

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

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

BLUEGREEN VACATIONS CORPORATION

SALES OF VOIs AND FINANCING SEGMENT

SALES AND MARKETING DATA

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2019		2018		% Change	2019		2018		% Change
Number of sales offices at period-end		26		24	8		26		24	8
Number of active sales arrangements   with third-party clients at period-end		15		14	7		15		14	7
Total number of VOI sales transactions		10,674		11,235	(5)		18,917		20,004	(5)
Average sales price per transaction	$	15,432	$	15,442	—	$	15,591	$	15,351	2
Number of total guest tours		65,167		65,570	(1)		113,305		115,767	(2)
Sale-to-tour conversion ratio–   total marketing guests		16.4%		17.1%	(4)		16.7%		17.3%	(3)
Number of new guest tours		40,473		41,628	(3)		68,537		71,507	(4)
Sale-to-tour conversion ratio–   new marketing guests		13.6%		14.8%	(8)		13.7%		14.8%	(7)
Percentage of sales to existing owners		53.0%		49.0%	8		54.7%		51.2%	7
Average sales volume per guest	$	2,528	$	2,646	(4)	$	2,603	$	2,653	(2)

BLUEGREEN VACATIONS CORPORATION

RESORT OPERATIONS AND CLUB MANAGEMENT SEGMENT- ADJUSTED EBITDA

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(dollars in thousands)	2019			2018			2019			2018
Resort operations and   club management revenue	$	45,021		$	41,275		$	92,097		$	82,812
Resort operations and club management expense		(30,895)			(27,928)			(65,101)			(57,781)
Operating profit - resort   operations and club management		14,126	31%		13,347	32%		26,996	29%		25,031	30%
Add: Depreciation		364			403			730			798
Adjusted EBITDA - resort operations   and club management	$	14,490		$	13,750		$	27,726		$	25,829

BLUEGREEN VACATIONS CORPORATION

CORPORATE AND OTHER - ADJUSTED EBITDA

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(dollars in thousands)	2019		2018		2019		2018
General and administrative expenses -   corporate and other	$	(18,629)	$	(18,870)	$	(36,757)	$	(40,462)
Adjusted EBITDA attributable to the   non-controlling interest   in Bluegreen/Big Cedar Vacations		(5,193)		(3,292)		(6,974)		(5,884)
Other income, net		1,993		710		2,082		891
Add: Financing revenue - corporate and other		1,950		1,460		3,941		2,968
Less:  Interest income (other than   interest earned on VOI notes receivable)		(1,792)		(1,381)		(3,638)		(2,816)
Franchise taxes		25		43		60		124
(Gain) Loss on assets held for sale		(1,989)		11		(1,980)		(9)
Depreciation and amortization		1,606		937		3,070		1,803
Corporate realignment cost		—		275		—		751
Corporate and other	$	(22,029)	$	(20,107)	$	(40,196)	$	(42,634)

BLUEGREEN VACATIONS CORPORATION

FREE CASH FLOW RECONCILIATION

	For the Six Months Ended June 30,
(in thousands)	2019		2018
Net cash provided by operating activities	$	11,612	$	23,215
Purchases of property and equipment		(14,516)		(15,105)
Free Cash Flow	$	(2,904)	$	8,110

BLUEGREEN VACATIONS CORPORATION

OTHER FINANCIAL DATA

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2019		2018		2019		2018
Financing Interest Income	$	19,925	$	19,658	$	39,942	$	39,272
Financing Interest Expense		(5,070)		(4,622)		(10,332)		(9,332)
Non-Financing Interest Income		1,950		1,460		3,941		2,968
Non-Financing Interest Expense		(4,991)		(3,873)		(9,235)		(6,930)
Mortgage Servicing Income		1,544		1,471		3,034		2,916
Mortgage Servicing Expense		(1,174)		(1,347)		(2,554)		(2,933)
Title Revenue		3,040		3,175		5,768		5,863
Title Expense		(1,099)		(1,115)		(2,309)		(2,357)

BLUEGREEN VACATIONS CORPORATION

SYSTEM-WIDE SALES OF VOIs RECONCILIATION

(In thousands)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands)	2019		2018		2019		2018
Gross sales of VOIs	$	80,221	$	82,027	$	143,105	$	146,187
Add: Fee-Based sales		83,352		89,934		150,146		158,618
System-wide sales of VOIs	$	163,573	$	171,961	$	293,251	$	304,805

BLUEGREEN VACATIONS CORPORATION

TRAILING TWELVE MONTH ADJUSTED EBITDA

(In thousands)

		For the Twelve Months Ended
		June 30, 2019
Net income attributable to shareholders	$	44,247
Net income attributable to the   non-controlling interest in Bluegreen/Big Cedar Vacations		13,313
Adjusted EBITDA attributable to the   non-controlling interest in Bluegreen/Big Cedar Vacations		(13,558)
(Gain) on assets held for sale		(1,968)
Add: depreciation and amortization		13,345
Less: interest income (other than interest   earned on VOI notes receivable)		(6,866)
Add: interest expense - corporate and other		17,500
Add: franchise taxes		135
Add: provision for income taxes		13,333
Add: corporate realignment cost		2,899
Add: Bass Pro settlement		39,121
Total Adjusted EBITDA	$	121,501

BLUEGREEN VACATIONS CORPORATION
DEFINITIONS

Principal Components Affecting our Results of Operations

Principal Components of Revenue

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

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

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

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

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

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

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

Principal Components of Expenses

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

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

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

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

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

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

Key Business and Financial Metrics and Terms Used by Management

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

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

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

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

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

Adjusted EBITDA.  We define Adjusted EBITDA as earnings, or net income (loss), before taking into account interest income (excluding interest earned on VOI notes receivable), interest expense (excluding interest expense incurred on debt secured by our VOI notes receivable), income and franchise taxes, loss (gain) on assets held for sale, depreciation and amortization, amounts attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations (in which we own a 51% interest), and items that we believe are not representative of ongoing operating results, including $39.1 million of expenses incurred during the three and six months ended June 30, 2019 in connection with the Bass Pro Settlement. For purposes of the Adjusted EBITDA calculation, no adjustments were made for interest income earned on our VOI notes receivable or the interest expense incurred on debt that is secured by such notes receivable because they are both considered to be part of the operations of our business.

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

Adjusted EBITDA is not a recognized term under GAAP and should not be considered as an alternative to net income (loss) or any other measure of financial performance or liquidity, including cash flow, derived in accordance with GAAP, or to any other method or analyzing our results as reported under GAAP. The limitations of using Adjusted EBITDA as an analytical tool include, without limitation, that Adjusted EBITDA does not reflect (i) changes in, or cash requirements

for, our working capital needs; (ii) our interest expense, or the cash requirements necessary to service interest or principal payments on our indebtedness (other than as noted above); (iii) our tax expense or the cash requirements to pay our taxes; (iv) historical cash expenditures or future requirements for capital expenditures or contractual commitments; or (v) the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations or performance. Further, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. In addition, our definition of Adjusted EBITDA may not be comparable to definitions of Adjusted EBITDA or other similarly titled measures used by other companies.