Bluegreen Vacations Reports Financial Results for Fourth Quarter and Full Year 2021

Bluegreen Vacations Holding Corporation BVH BVHBB (the "Company" or "Bluegreen") reported today its financial results for the quarter and full year ended December 31, 2021. The Company is a leading vacation ownership company that markets and sells vacation ownership interests ("VOIs") and manages resorts in popular leisure and urban destinations.

Key Highlights for the Quarter Ended December 31, 2021:

• Net income attributable to shareholders of $13.1 million.
• Earnings Per Share ("EPS") from continuing operations of $0.59.
• Total revenues of $203.0 million compared to $151.2 million in the fourth quarter of 2020 and $183.9 million in the fourth quarter of 2019.
• System-wide sales of VOIs of $166.6 million compared to $112.2 million in the fourth quarter of 2020 and $155.5 million in the fourth quarter of 2019.
• Vacation packages sold of 53,721 compared to 43,631 in the fourth quarter of 2020 and 54,886 in the fourth quarter of 2019.
• Vacation packages outstanding of 187,244 compared to 121,915 as of December 31, 2020 and 169,294 as of December 31, 2019.
• Adjusted EBITDA of $31.0 million. ⁽¹⁾
• The Company repurchased approximately 194,000 shares of its Common Stock for approximately $6.4 million.

Key Highlights for the Year Ended December 31, 2021:

• Net income attributable to shareholders of $58.7 million.
• EPS from continuing operations of $2.79.
• Total revenues of $757.1 million compared to $519.5 million in the year ended December 31, 2020 and $737.8 million in the year ended December 31, 2019.
• System-wide sales of VOIs of $617.6 million compared to $367.0 million in the year ended December 31, 2020 and $619.1 million in the year ended December 31, 2019.
• Vacation packages sold of 211,364 compared to 131,963 in the year ended December 31, 2020 and 205,108 in the year ended December 31, 2019.
• Adjusted EBITDA of $122.0 million.⁽¹⁾
• Free cash flow of $63.4 million. ⁽²⁾
• The Company repurchased approximately 1.2 million shares of its Common Stock for an aggregate purchase price of approximately $27.3 million.

Alan B. Levan, Chairman and Chief Executive Officer of the Company, commented, "We are very pleased with Bluegreen's results for the fourth quarter of 2021, which we believe reflect the continued success of our Bluegreen Renewal Program. The Program is part of our Company wide effort to revitalize sales, revenue growth and efficiency which resulted in an all-time record of system-wide sales of VOIs during the fourth quarter. System-wide sales grew 7% during the fourth quarter of 2021 compared to the fourth quarter of 2019 and 48% compared to the fourth quarter of 2020 when Bluegreen's results were significantly adversely impacted by the COVID-19 pandemic. The record performance during the fourth quarter of 2021 was driven by increased guest tours and a higher sales volume per guest. We are also pleased to note that Bluegreen's sales to new customers during the fourth quarter of 2021 represented 48% of system-wide sales of VOIs, an improvement in sales mix which we believe will support net owner growth in the future."

"Bluegreen's marketing to new customers generally begins with the sale of a vacation package to a prospect. We sold 53,721 vacation packages in the fourth quarter of 2021, compared to 43,631 in the fourth quarter of 2020 and 54,886 in the fourth quarter of 2019. We believe the slight decrease in vacation packages sold as compared to the fourth quarter of 2019 reflects the termination during 2020 of certain unprofitable programs as well as a challenging labor market, which impacted staffing levels at our kiosks."

"We are very happy to see our owners' continued enthusiasm for using the Bluegreen Vacation Club, as we experienced an overall occupancy rate during the fourth quarter of 2021 of approximately 81% at resorts with sales centers, an increase from the 70% occupancy we experienced in the fourth quarter of 2020 during the pandemic. The demand for resort stays by Bluegreen Vacation Club owners has been strong and we believe our core strategy of primarily offering a ‘drive-to' network of resorts will continue to serve as a growth driver."

"Our Resort Operations and Club Management segment continues to perform well, generating $20.0 million of Segment Adjusted EBITDA in the fourth quarter of 2021 as compared to $16.0 million in the fourth quarter of 2020 and $14.9 million in the fourth quarter of 2019. This 34% increase as compared to the fourth quarter of 2019 was driven by both a 12% increase in segment revenue and a 3% decrease in segment expense (included in Segment Adjusted EBITDA). We expect that this segment will continue to produce recurring EBITDA and free cash flow for us."

"We generated net income from continuing operations attributable to shareholders of $13.1 million and $31.0 million of Adjusted EBITDA attributable to shareholders during the fourth quarter of 2021. While we are excited by our fourth quarter results and believe we are well positioned for continued progress towards our goals in 2022, we continue to monitor the status of COVID-19, including cases in the markets where we operate. In addition, labor availability has been a challenge in certain of our markets and we cannot predict the duration or severity of the impact of the pandemic and labor conditions on our operations in the future. However, our team remains focused on these challenges while we continue to strive to improve our operations," Mr. Levan concluded.

Due to the volatility of results reflecting the varying impact of the COVID-19 pandemic during the periods, the Company has provided information for the fourth quarters of, and years ended, December 31, 2021, 2020 and 2019.

Financial Results

Adjusted EBITDA was $30.1 million for the quarter ended December 31, 2021, including $31.6 million generated by the Sales of VOIs and Financing Segment and $20.0 million produced by the Resort Operations and Club Management segment, partially offset by $20.6 million of corporate overhead and other expenses and $3.0 million of Adjusted EBITDA attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations LLC, Bluegreen's 51%-owned subsidiary. Please see the discussion of Segment Results below for further information.

Adjusted EBITDA was $122.0 million for the year ended December 31, 2021, including $138.1 million generated by the Sales of VOIs and Financing Segment and $78.9 million produced by the Resort Operations and Club Management segment, partially offset by $79.7 million of corporate overhead and other expenses and $13.4 million of Adjusted EBITDA attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations LLC. Please see discussion of Segment Results below for further information.

Segment Results

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

System-wide sales of VOIs were $166.6 million and $112.2 million during the three months ended December 31, 2021 and 2020, respectively, and $617.6 million and $367.0 million during the years ended December 31, 2021 and 2020, respectively. Further, system-wide sales of VOIs for the fourth quarter of 2021 were 7% higher than system-wide sales of VOIs for the fourth quarter of 2019, the most recent fourth quarter prior to the COVID-19 pandemic. System-wide sales of VOIs are driven by the number of guests attending a timeshare sale presentation (a "guest tour") and our ability to convert such guest tours into purchases of VOIs. The number of guest tours is driven by a combination of the number of existing owner guests Bluegreen has staying at a resort with a sales center and the number of new guests who agree to attend a sale presentation. System-wide sales of VOIs during the quarter and year ended December 31, 2020 were negatively impacted by Bluegreen's temporary closure of its VOI sales centers and marketing operations from the last week of March 2020 through May 2020 in response to the COVID-19 pandemic. The number of guest tours was 2% higher and sales volume per guest or VPG, was 8% higher in the fourth quarter of 2021 as compared to the fourth quarter of 2019, which we believe reflects the success of the Bluegreen Renewal initiative.

Fee-based Sales Commission Revenue

Fee-based sales commission revenue was $31.4 million during the fourth quarter of 2021, which represented approximately 67% of fee-based VOI sales during the quarter. Fee-based VOI sales represented 28% of system-wide sales of VOIs during the quarter.

Fee-based sales commission revenue was $128.3 million during the year ended December 31, 2021, which represented approximately 67% of fee-based VOI sales for the year. Fee-based VOI sales represented 31% of system-wide sales of VOIs during the year ended December 31, 2021. Fee-based VOI sales are expected to be between 25%-27% of system-wide sales of VOIs for 2022.

Cost of VOIs Sold

In the fourth quarter of 2021, Cost of VOIs sold represented 10% of sales of VOIs compared to 8% in the fourth quarter of 2020. 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. The Cost of VOIs sold as a percentage of sales of VOIs increased during the quarter ended December 31, 2021, as compared to the fourth quarter of 2020, primarily due to the sale of relatively higher cost VOIs partially offset by increased secondary market inventory purchases.

Cost of VOIs sold represented 8% during both of the years ended December 31, 2021 and 2020. Cost of VOIs sold is expected to be between 10%-12% for 2022.

Selling and marketing expenses were 56% of system-wide sales of VOIs during the 2021 fourth quarter as compared to 55% during the fourth quarter of 2020. Selling and marketing expenses were 55% of system-wide sales of VOIs during the year ended December 31, 2021 as compared to 59% during the year ended December 31, 2020. During the fourth quarter of 2021, Bluegreen opened marketing kiosks in four additional Cabela's locations where Bluegreen has continued its efforts to market and sell discounted vacation packages. These and other mini-vacation marketing programs resulted in the sale of 53,721 vacation packages during the fourth quarter of 2021. As compared to the fourth quarter of 2019, this reflects a decrease of approximately 2% in vacation package sales, which we believe is due primarily to the termination during 2020 of certain unprofitable programs as well as a challenging labor market, which impacted staffing levels at our kiosks. The active pipeline of vacation packages increased to 187,244 at December 31, 2021 from 174,496 at September 30, 2021, based on new vacation package sales during the quarter, net of vacation packages used or expired. While there is no assurance that this will continue to be the case, historically, approximately 40%-42% of vacation packages resulted in a timeshare tour at one of Bluegreen's resorts with a sales center within twelve months of purchase. In addition to this active pipeline, Bluegreen also has a pipeline of approximately 15,000 vacation packages held by customers who already toured and purchased a VOI and have indicated they would tour again, as well as over 40,000 vacation packages that were purchased over 12 months prior to December 31, 2021. Bluegreen has several programs in place to attempt to reactivate those vacation packages to promote future travel and in turn potential future VOI sales.

As previously described, in response to the COVID-19 pandemic, Bluegreen temporarily ceased marketing activities from the last week of March 2020 through most of May 2020. During the year ended December 31, 2020, Bluegreen incurred $3.2 million in severance expense. In addition, during the three months and year ended December 31, 2020, Bluegreen incurred $0.8 million and $13.6 million, respectively, of payroll and benefits expenses relating to employees who were then on temporary furlough or reduced work hours as a result of the impact of the COVID-19 pandemic. There were no such severance or furlough expenses during the quarter or year ended December 31, 2021.

Selling and marketing expenses are expected to be between 53%-56% as a percentage of system-wide sales for 2022.

General & Administrative Expenses from Sales & Marketing Operations

General and administrative expenses representing expenses directly attributable to sales and marketing operations were $12.1 million and $36.7 million during the three months and year ended December 31, 2021, respectively, and $8.0 million and $27.3 million during the three months and year ended December 31, 2020, respectively. As a percentage of system-wide sales of VOIs, general and administrative expenses attributable to sales and marketing operations were 7% and 6% during the three months and year ended December 31, 2021, respectively, and 7% during the three months and year ended December 31, 2020. As a percentage of sales, general and administrative expenses attributable to sales and marketing operations are typically higher in the fourth quarter due to the fixed nature of certain costs and the lower seasonal volume typically experienced during the fourth quarter.

General and administrative expenses representing expenses directly attributable to sales and marketing operations are expected to be between 5%-7% as a percentage of system-wide sales for 2022.

Provision for Loan Losses

The provision for loan losses varies based on the amount of financed, non fee-based VOI sales during the period and Bluegreen's estimates relating to the future performance on the notes receivable for existing and newly originated loans. The provision for loan losses as a percentage of gross sales of VOIs was approximately 18% during both the fourth quarter of 2021 and the fourth quarter of 2020. The provision for loan losses applied to new loans during the fourth quarter of 2021 was 26%, which was consistent with the prior year quarter.

The COVID-19 pandemic has at times had a material adverse impact on unemployment in the United States and economic conditions in general and the ongoing impact of the pandemic continues to be uncertain. There is no assurance that the allowance for loan losses will prove to be adequate.

Financing Revenue, net of Financing Expense

Interest income on VOI notes receivable increased 13% to $21.8 million in the fourth quarter of 2021 compared to $19.3 million in the fourth quarter of 2020, which was the result of a higher notes receivable balance due to increased sales of VOIs during the fourth quarter of 2021. Interest expense on receivable-backed notes payable decreased 15% to $3.6 million in the fourth quarter of 2021 compared to $4.2 million in the fourth quarter of 2020, primarily due to lower outstanding receivable-backed notes payable balances and a lower weighted-average cost of borrowings due to lower market interest rates.

In the fourth quarter of 2021, resort operations and club management revenue increased 8% to $47.1 million from $43.7 million in the prior year quarter, due to both an increase in revenue from resort retail operations and third-party rental commissions, which impact Segment Adjusted EBITDA, and an increase in cost reimbursement revenue, which does not impact Segment Adjusted EBITDA. The increase in cost reimbursement revenue in the fourth quarter of 2021 compared to the fourth quarter of 2020 was primarily attributable to the temporary reduction in headcount and operating costs at resorts in the quarter ended December 31, 2020, due to the actions taken in connection with the COVID-19 pandemic. Net of cost reimbursement revenue, resort operations and club management revenue increased 11% during the quarter ended December 31, 2021, as compared to the quarter ended December 31, 2020. Segment Adjusted EBITDA increased 25% to $20.0 million in the fourth quarter of 2021 from $16.0 million in the fourth quarter of 2020.

For the year ended December 31, 2021, resort operations and management club revenue increased 7% to $180.3 million from $168.6 million in 2020, primarily due to both an increase in revenue from resort retail operations and third-party rental commissions, which impact Segment Adjusted EBITDA, and an increase in cost reimbursement revenue, which does not impact Segment Adjusted EBITDA. The increase in cost reimbursement revenue in 2021 as compared to 2020 was primarily attributable to the temporary reduction in headcount and operating costs in 2020 due to actions taken in response to the COVID-19 pandemic. Net of cost reimbursement revenue, resort operations and club management revenue increased 7% during the year ended December 31, 2021, as compared to the year ended December 31, 2020. Segment Adjusted EBITDA increased 21% to $78.9 million during the year ended December 31, 2021 from $65.4 million in 2020.

Corporate Overhead, Administrative Expenses and Interest Expense

Corporate General and Administrative Expenses

Bluegreen's parent company-level corporate general and administrative expenses were $0.6 million and $2.6 million during the three months and year ended December 31, 2021, respectively, and $0.5 million and $59.3 million during the three months and year ended December 31, 2020, respectively. Corporate general and administrative expenses during periods subsequent to the Company's September 2020 spin-off of BBX Capital (which holds the Company's legacy businesses and investments other than Bluegreen) consist primarily of costs associated with the Company being a publicly traded company (including, but not limited to, executive compensation, costs and expenses related to shareholder relations, and legal and accounting and auditing fees and expenses). Expenses for the year ended December 31, 2020 included the costs associated with the acceleration of the vesting of unvested restricted stock awards and payments to settle the Company's long term incentive program for 2020, in each case, in anticipation of the spin-off of BBX Capital, which in the aggregate resulted in $32.6 million of compensation expense for the year ended December 31, 2020, and an additional $1.8 million of other costs associated with the spin-off.

Bluegreen's general and administrative expenses were $20.5 million and $88.0 million during the three months and year ended December 31, 2021, respectively, and $19.6 million and $68.2 million during the three months and year ended December 31, 2020, respectively. These increases were primarily due to a $7.1 million employee retention credit earned in 2020 under the CARES Act with no such credit in 2021, increased employee benefits and higher executive and management incentive compensation during the year ended December 31, 2021, as compared to the year ended December 31, 2020.

Interest Expense

Bluegreen's parent-level interest expense for the three months and year ended December 31, 2021 was $1.8 million and $7.2 million, respectively, and $1.8 million and $4.8 million for the three months and year ended December 31, 2020, respectively. Interest expense for the three months and year ended December 31, 2021 include $1.1 million and $4.5 million, respectively, of interest expense on the Company's $75.0 million note payable to BBX Capital, which was issued in connection with the spin-off of BBX Capital in September 2020, $25.0 million of which was repaid in December 2021. This increase was partially offset by lower variable interest rates on junior subordinated debentures of a non-Bluegreen subsidiary of the Company and its repayment in full during August 2020 of its $80.0 million note payable to Bluegreen. The interest expense on the $80.0 million note to Bluegreen and the related interest income recognized by Bluegreen are eliminated in the Company's consolidated statements of operations for the 2020 periods.

Bluegreen's interest expense not related to receivable-backed debt was $2.7 million and $12.6 million during the three months and year ended December 31, 2021, respectively, and $3.1 million and $15.0 million during the three months and year ended December 31, 2020, respectively. The decrease in Bluegreen's interest expense during the three months and year ended December 31, 2021 was primarily due to lower outstanding debt balances partially offset by higher weighted average cost of borrowings as compared to the three months and year ended December 31, 2020.

Share Repurchase Program

On August 9, 2021, the Company's Board of Directors approved a share repurchase program which authorizes the Company, in management's discretion, to repurchase shares of the Company's Class A Common Stock and Class B Common Stock from time to time, subject to market conditions and other factors considered by management, at an aggregate purchase price of up to $40 million. Since the inception of the share repurchase program, the Company has repurchased approximately 1.2 million shares of its Class A Common Stock and approximately 19,000 shares of its Class B Common Stock for an aggregate purchase price of approximately $27.3 million. The share repurchase program replaced the Company's previous share repurchase program, which was terminated in connection the adoption of the new program.

Corporate Line Renewal

On February 15, 2022, the Company expanded and extended its syndicated corporate credit line from a $225.0 million facility to a $300.0 million facility. The facility includes a $100.0 million term loan as well as a $200.0 million revolver, an increase of $75.0 million compared to the $125.0 million revolving line of credit in place prior to the expansion of the facility. At closing, outstanding borrowings under the facility totaled $130.0 million, including $100.0 million outstanding under the term loan and $30.0 million of borrowings under the revolving line of credit. The facility matures in February 2027. All outstanding borrowings under the facility bear interest at a rate ranging from Term SOFR+1.75% to SOFR+2.50% with a 0.05% to 0.10% credit spread adjustment.

Additional Information

For more complete and detailed information regarding the Company and its financial results, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2021, which is expected to be filed with the SEC on or about March 3, 2022 and will be available on the SEC's website, https://www.sec.gov, and on the Company's website, www.BVHCorp.com.

Non-GAAP Financial Measures

The Company refers to certain non-GAAP financial measures in this press release, including EBITDA, Adjusted EBITDA, System-wide Sales of VOIs, and Free Cash Flow. Please see the supplemental tables herein for how these terms are defined and for reconciliations of such measures to the most comparable GAAP financial measures.

About the Company:

Bluegreen Vacations Holding Corporation BVHBVHBB is a leading vacation ownership company that markets and sells vacation ownership interests and manages resorts in popular leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with 68 Club and Club Associate Resorts and access to nearly 11,300 other hotels and resorts through partnerships and exchange networks. The Company also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services to, or on behalf of, third parties.

For further information, please visit us at:

Bluegreen Vacations Holding Corporation: www.BVHCorp.com

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 import. 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, the risk that the Company is a holding company and, accordingly, will be largely dependent on dividends from Bluegreen to fund its expenses and obligations in future periods, and Bluegreen's ability to pay dividends will depend on its results and may be limited by the terms of Bluegreen's indebtedness; risks regarding the amount of shares, if any, which may be repurchased by the Company in the future, the value of any shares repurchased by the Company, the timing of any share repurchases, and the availability of funds for the repurchase of shares; risks relating to Bluegreen's business, operations and financial results; risks related to the COVID-19 pandemic and the recovery from the COVID-19 pandemic, including that the pandemic may continue to be prolonged and any recovery from the pandemic may not favorably impact Bluegreen's results to the extent anticipated or at all; competitive conditions; labor market conditions, including shortages of labor, and its impact on Bluegreen's operations and sales; risks relating to our and Bluegreen's liquidity and the availability of capital; the risk that Bluegreen's allowance for loan losses may not be adequate and, accordingly, may need to be further increased in the future, including if Bluegreen's default rates increase and exceed expectations, whether due to the impact on consumers of the COVID-19 pandemic, if Bluegreen's efforts to address the actions of timeshare exit firms and the increase in default rates associated therewith are not successful, or otherwise; risks related to our and Bluegreen's indebtedness, including the potential for accelerated maturities and debt covenant violations; the impact of the COVID-19 pandemic on Bluegreen's 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; the risk that our core strategy of primarily offering a ‘drive-to' network of resorts will not continue to serve as a growth driver; the risk that resort operations and club management segment may not continue to produce recurring EBITDA and free cash flow; risks that Bluegreen's current or future marketing alliances and arrangements, including its marketing arrangements with Bass Pro and the Choice Hotels program, may not result in the benefits anticipated, including increased VOI sales and sales efficiencies, that sales from marketing alliances and other arrangements or otherwise may not continue to exceed pre-pandemic levels, that any future expansion into additional Bass Pro or Cabela's stores may not meet Bluegreen's expectations or goals, and there is no assurance that Bluegreen will continue to have marketing operations at all of the Bass Pro and Cabela's stores where it currently conducts marketing operations; the risk that vacation package sales, including those in the pipeline, may not convert to tours and/or VOI sales at anticipated or historical rates; the risk that efforts to reactivate older vacation packages which have not been used may not be successful; the risk that resort occupancies may not continue at historical levels or meet expectations; our and Bluegreen's ability to successfully implement strategic plans and initiatives, generate earnings and long-term growth, including that the Bluegreen Renewal initiative may not result in increased sales, revenues or efficiencies, or otherwise be successful; risks that construction defects, structural failures or natural disasters at or in proximity to Bluegreen's resorts, including the condominium collapse which occurred in close proximity to Bluegreen's resort in Surfside, Florida and which has resulted in the temporary closure of such resort, may cause liabilities that are not adequately covered by insurance and closures of operations that may have a significant adverse impact on our results of operations and cash flow; risks related to the mix of sales to new customers and existing owners, including that the level of sales to new customers may not be increased or maintained, or support net owner growth in the future; our expectations with respect to fee-based sales as a percentage of system-wide sales, cost of VOIs sold, selling and marketing expense and general and administrative expenses directly attributable to sales and marketing operations for 2022 may not prove to be accurate, and costs may be greater than expected; and the additional risks and uncertainties described in the Company's filings with the SEC, including, without limitation, the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (including the "Risk Factors" section thereof), which is expected to be filed on or about March 3, 2022. The Company 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. The Company does not undertake, and specifically disclaims any obligation, to update or supplement any forward-looking statements. In addition, past performance may not be indicative of future results.

The Company defines 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 VOI notes receivable) and depreciation and amortization. The Company defines Adjusted EBITDA as its EBITDA, adjusted to exclude amounts of loss (gain) on assets held for sale, share-based compensation expense, and items that the Company believes are not representative of ongoing operating results. Accordingly, the Company excludes certain items which it believes are not representative of ongoing operating results, such as severance charges net of employee retention tax credits and incremental costs associated with the COVID-19 pandemic. The Company defines Adjusted EBITDA Attributable to Shareholders as Adjusted EBITDA excluding amounts attributable to the non-controlling interest in Bluegreen/Big Cedar Vacations (in which Bluegreen owns a 51% interest) and Bluegreen (in which the Company owned a 93% interest until May 5, 2021 when the Company acquired all of the 7% of the outstanding shares of Bluegreen's common stock not previously owned by the Company through a statutory short-form merger). For purposes of the EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders, no adjustments were made for interest income earned on Bluegreen's 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 Bluegreen's business.

The Company considers EBITDA, Adjusted EBITDA, Adjusted EBITDA Attributable to Shareholders to be indicators of its operating performance, and they are used by the Company to measure its 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, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders 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, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders 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 the Company's results as reported under GAAP. The limitations of using EBITDA, Adjusted EBITDA or Adjusted EBITDA Attributable to Shareholders as an analytical tool include, without limitation, that EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders do not reflect (i) changes in, or cash requirements for, the Company's working capital needs; (ii) the Company's interest expense, or the cash requirements necessary to service interest or principal payments on its indebtedness (other than as noted above); (iii) the Company's tax expense or the cash requirements to pay its 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 the Company considers not to be indicative of its 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, Adjusted EBITDA and Adjusted EBITDA Attributable to Shareholders do not reflect any cash requirements for such replacements. In addition, the Company's definition of Adjusted EBITDA or Adjusted EBITDA Attributable to Shareholders may not be comparable to definitions of Adjusted EBITDA, Adjusted EBITDA Attributable to Shareholders or other similarly titled measures used by other companies.