Exhibit 99.1
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 BLUEGREEN CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
 December 31,
    
    
    December 31,2008
    
    
    2009ASSETSCash and cash equivalents (including restricted cash of $21,214
and $23,908 at December 31, 2008 and 2009, respectively)
    
    $
    81,775
    
    
    $
    94,399Contracts receivable, net
    
    
    7,452
    
    
    
    4,826Notes receivable (net of allowance of $52,029 and $46,826 at
December 31, 2008 and 2009, respectively)
    
    
    340,644
    
    
    
    309,307Prepaid expenses
    
    
    9,801
    
    
    
    7,884Other assets
    
    
    27,488
    
    
    
    35,054Inventory
    
    
    503,269
    
    
    
    515,917Retained interests in notes receivable sold
    
    
    113,577
    
    
    
    78,313Property and equipment, net
    
    
    109,501
    
    
    
    85,565Total assets
    
    $
    1,193,507
    
    
    $
    1,131,265LIABILITIES AND SHAREHOLDERS EQUITYLiabilitiesAccounts payable
    
    $
    24,900
    
    
    $
    14,846Accrued liabilities and other
    
    
    52,283
    
    
    
    51,083Deferred income
    
    
    29,854
    
    
    
    14,883Deferred income taxes
    
    
    91,802
    
    
    
    87,797Receivable-backed notes payable
    
    
    249,117
    
    
    
    242,828Lines-of-credit and notes payable
    
    
    222,739
    
    
    
    185,781Junior subordinated debentures
    
    
    110,827
    
    
    
    110,827Total liabilities
    
    
    781,522
    
    
    
    708,045Commitments and contingencies (Note 12)Shareholders EquityPreferred stock, $.01 par value, 1,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, $.01 par value, 90,000 and 140,000 shares authorized;
33,996 and 34,099 shares issued at December 31, 2008 and 2009,
respectively
    
    
    339
    
    
    
    341Additional paid-in capital
    
    
    182,654
    
    
    
    187,006Treasury stock, 2,756 common shares at both December 31, 2008 and 2009,
at cost
    
    
    (12,885
    )
    
    
    (12,885
    )Accumulated other comprehensive income (loss), net of income taxes
    
    
    3,173
    
    
    
    (608
    )Retained earnings
    
    
    209,186
    
    
    
    212,376Total Bluegreen Corporation shareholders equity
    
    
    382,467
    
    
    
    386,230Non-controlling interest
    
    
    29,518
    
    
    
    36,990Total shareholders equity
    
    
    411,985
    
    
    
    423,220Total liabilities and shareholders equity
    
    $
    1,193,507
    
    
    $
    1,131,265
 See accompanying notes to consolidated financial statements.




---



##### 



BLUEGREEN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009Revenues:Gross sales of real estate
    
    $
    605,250
    
    
    $
    542,632
    
    
    $
    250,573Estimated uncollectible VOI notes receivable
    
    
    (65,242
    )
    
    
    (75,847
    )
    
    
    (31,205
    )Gains on sales of VOI notes receivable
    
    
    39,372
    
    
    
    8,245
    
    
    
    Sales of real estate
    
    
    579,380
    
    
    
    475,030
    
    
    
    219,368Other resort and communities operations revenue
    
    
    59,707
    
    
    
    62,000
    
    
    
    57,199Fee-based sales commission revenue
    
    
    
    
    
    
    
    
    
    
    20,057Interest income
    
    
    44,703
    
    
    
    57,831
    
    
    
    69,337683,790
    
    
    
    594,861
    
    
    
    365,961Costs and expenses:Cost of real estate sales
    
    
    178,731
    
    
    
    130,267
    
    
    
    91,892Cost of other resort and communities operations
    
    
    42,459
    
    
    
    40,917
    
    
    
    37,970Selling, general and administrative expenses
    
    
    377,552
    
    
    
    369,700
    
    
    
    189,630Interest expense
    
    
    24,272
    
    
    
    20,888
    
    
    
    36,132Other expense, net
    
    
    1,743
    
    
    
    1,637
    
    
    
    1,810Restructuring charges
    
    
    
    
    
    
    15,617
    
    
    
    Goodwill impairment charge
    
    
    
    
    
    
    8,502
    
    
    
    624,757
    
    
    
    587,528
    
    
    
    357,434Income before non-controlling interest, provision (benefit) for
income taxes
and discontinued operations
    
    
    59,033
    
    
    
    7,333
    
    
    
    8,527Provision (benefit) for income taxes
    
    
    19,177
    
    
    
    753
    
    
    
    (2,640
    )Income from continuing operations
    
    
    39,856
    
    
    
    6,580
    
    
    
    11,167Discontinued operations:Operations of sold properties, net of tax
    
    
    (209
    )
    
    
    (1
    )
    
    
    (440
    )Loss on disposal of properties, net of tax
    
    
    
    
    
    
    
    
    
    
    (6,827
    )Loss from discontinued operations
    
    
    (209
    )
    
    
    (1
    )
    
    
    (7,267
    )Net income
    
    
    39,647
    
    
    
    6,579
    
    
    
    3,900Less: Net income attributable to non-controlling interest
    
    
    7,721
    
    
    
    7,095
    
    
    
    7,472Net income (loss) attributable to Bluegreen Corporation
    
    $
    31,926
    
    
    $
    (516
    )
    
    $
    (3,572
    )Income (loss) from continuing operations attributable to Bluegreen
Corporation per common share  Basic:Earnings (loss) per share from continuing operations attributable to
Bluegreen shareholders
    
    $
    1.04
    
    
    $
    (0.02
    )
    
    $
    0.12Loss per share for discontinued operations
    
    
    (0.01
    )
    
    
    
    
    
    
    (0.23
    )Earnings (loss) per share attributable to Bluegreen shareholders
    
    $
    1.03
    
    
    $
    (0.02
    )
    
    $
    (0.11
    )Income (loss) from continuing operations attributable to Bluegreen
Corporation per common share Diluted:Earnings (loss) per share from continuing operations attributable
to Bluegreen shareholders
    
    $
    1.03
    
    
    $
    (0.02
    )
    
    $
    0.12Loss per share for discontinued operations
    
    
    (0.01
    )
    
    
    
    
    
    
    (0.23
    )Earnings (loss) per share attributable to Bluegreen shareholders
    
    $
    1.02
    
    
    $
    (0.02
    )
    
    $
    (0.11
    )Weighted average number of common shares:Basic
    
    
    30,975
    
    
    
    31,241
    
    
    
    31,088Diluted
    
    
    31,292
    
    
    
    31,241
    
    
    
    31,100
 See accompanying notes to consolidated financial statements.
 2




---



##### 



BLUEGREEN CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(in thousands)
 Equity Attributable to Bluegreen ShareholdersAccumulatedCommon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury
    
    
    Other Comprehensive
    
    
    Equity AttributableShares
    
    
    
    
    
    
    
    
    Common
    
    
    Additional
    
    
    Retained
    
    
    Stock, at
    
    
    Income (Loss), net
    
    
    to Non-ControllingOutstanding
    
    
    
    
    Total
    
    
    Stock
    
    
    Paid-in-Capital
    
    
    Earnings
    
    
    Cost
    
    
    of Income Taxes
    
    
    Interests33,603
    
    
    Balance at Dec. 31, 2006
    
    $
    367,725
    
    
    $
    336
    
    
    $
    175,164
    
    
    $
    177,776
    
    
    $
    (12,885
    )
    
    $
    12,632
    
    
    
    14,702
    
    
    Net income
    
    
    39,647
    
    
    
    
    
    
    
    
    
    
    
    31,926
    
    
    
    
    
    
    
    
    
    
    
    7,721
    
    
    Other comprehensive loss
    
    
    (2,824
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,824
    )
    
    
    
    
    
    Stock compensation
    
    
    2,052
    
    
    
    
    
    
    
    2,052
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140
    
    
    Shares issued upon exercise of stock options
    
    
    559
    
    
    
    1
    
    
    
    558
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214
    
    
    Vesting of restricted stock
    
    
    372
    
    
    
    2
    
    
    
    370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,957
    
    
    Balance at Dec. 31, 2007
    
    
    407,531
    
    
    
    339
    
    
    
    178,144
    
    
    
    209,702
    
    
    $
    (12,885
    )
    
    
    9,808
    
    
    
    22,423
    
    
    Net income (loss)
    
    
    6,579
    
    
    
    
    
    
    
    
    
    
    
    (516
    )
    
    
    
    
    
    
    
    
    
    
    7,095
    
    
    Other comprehensive loss
    
    
    (6,635
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,635
    )
    
    
    
    
    
    Stock compensation
    
    
    4,378
    
    
    
    
    
    
    
    4,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    Shares issued upon exercise of stock options
    
    
    132
    
    
    
    
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,996
    
    
    Balance at Dec. 31, 2008
    
    
    411,985
    
    
    
    339
    
    
    
    182,654
    
    
    
    209,186
    
    
    
    (12,885
    )
    
    
    3,173
    
    
    
    29,518
    
    
    Net income (loss)
    
    
    3,900
    
    
    
    
    
    
    
    
    
    
    
    (3,572
    )
    
    
    
    
    
    
    
    
    
    
    7,472
    
    
    Other comprehensive income
    
    
    405
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    405
    
    
    
    
    
    
    Stock compensation
    
    
    4,404
    
    
    
    
    
    
    
    4,404
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103
    
    
    Vesting of restricted stock
    
    
    2
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock issuance costs
    
    
    (52
    )
    
    
    
    
    
    
    (52
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect  (See Note 4)
    
    
    2,576
    
    
    
    
    
    
    
    
    
    
    
    6,762
    
    
    
    
    
    
    
    (4,186
    )
    
    
    34,099
    
    
    Balance at Dec. 31, 2009
    
    $
    423,220
    
    
    $
    341
    
    
    $
    187,006
    
    
    $
    212,376
    
    
    $
    (12,885
    )
    
    $
    (608
    )
    
    $
    36,990
 See accompanying notes to consolidated financial statements.
 3




---



##### 



BLUEGREEN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009Operating activities:Net income
    
    $
    39,647
    
    
    $
    6,579
    
    
    $
    3,900Adjustments to reconcile net income to net cash provided
(used) by operating activities:Communities inventory impairment
    
    
    
    
    
    
    5,204
    
    
    
    13,159Non-cash stock compensation expense
    
    
    2,422
    
    
    
    4,378
    
    
    
    4,406Depreciation and amortization
    
    
    17,669
    
    
    
    15,084
    
    
    
    15,579Gain on sales of notes receivable
    
    
    (39,372
    )
    
    
    (8,245
    )
    
    
    Loss on disposal of property and equipment
    
    
    688
    
    
    
    5,140
    
    
    
    173Loss on sales of golf courses
    
    
    
    
    
    
    
    
    
    
    10,544Provision for loan losses
    
    
    65,419
    
    
    
    76,079
    
    
    
    31,641Provision (benefit) for deferred income taxes
    
    
    12,468
    
    
    
    (2,804
    )
    
    
    (3,409
    )Interest accretion on retained interests in notes
receivable sold
    
    
    (15,157
    )
    
    
    (17,729
    )
    
    
    (19,186
    )Proceeds from sales of notes receivable
    
    
    229,067
    
    
    
    55,705
    
    
    
    Goodwill impairment
    
    
    
    
    
    
    8,502
    
    
    
    Changes in operating assets and liabilities:Contracts receivable
    
    
    3,324
    
    
    
    13,080
    
    
    
    2,626Notes receivable
    
    
    (305,972
    )
    
    
    (313,661
    )
    
    
    (21,332
    )Prepaid expenses and other assets
    
    
    (473
    )
    
    
    3,898
    
    
    
    (5,080
    )Inventory
    
    
    (59,322
    )
    
    
    (53,470
    )
    
    
    6,178Accounts payable, accrued liabilities and other
    
    
    28,471
    
    
    
    (26,407
    )
    
    
    (21,930
    )Net cash (used in) provided by operating activities
    
    
    (21,121
    )
    
    
    (228,667
    )
    
    
    17,269Investing activities:Cash received from retained interests in notes receivable
sold
    
    
    35,949
    
    
    
    44,884
    
    
    
    43,741Business acquisitions
    
    
    
    
    
    
    (6,105
    )
    
    
    Investments in statutory business trusts
    
    
    (619
    )
    
    
    
    
    
    
    Purchases of property and equipment
    
    
    (15,855
    )
    
    
    (22,883
    )
    
    
    (7,521
    )Proceeds from sales of property and equipment
    
    
    2
    
    
    
    58
    
    
    
    13Proceeds from sales of golf courses, net
    
    
    
    
    
    
    
    
    
    
    9,414Net cash provided by investing activities
    
    
    19,477
    
    
    
    15,954
    
    
    
    45,647Financing activities:Proceeds from borrowings collateralized by notes
receivable
    
    
    151,973
    
    
    
    287,478
    
    
    
    81,683Payments on borrowings collateralized by notes receivable
    
    
    (120,145
    )
    
    
    (94,964
    )
    
    
    (90,180
    )Proceeds from borrowings under line-of-credit facilities
and
notes payable
    
    
    147,835
    
    
    
    105,832
    
    
    
    11,861Payments under line-of-credit facilities and notes payable
    
    
    (123,320
    )
    
    
    (90,907
    )
    
    
    (48,944
    )Payments on 10.50% senior secured notes
    
    
    
    
    
    
    (55,000
    )
    
    
    Proceeds from issuance of junior subordinated debentures
    
    
    20,619
    
    
    
    
    
    
    
    Payments of debt issuance costs
    
    
    (2,052
    )
    
    
    (3,056
    )
    
    
    (4,660
    )Stock issuance cost
    
    
    
    
    
    
    
    
    
    
    (52
    )Proceeds from exercise of employee and director stock
options
    
    
    559
    
    
    
    132
    
    
    
    Net cash provided (used in) by financing activities
    
    
    75,469
    
    
    
    149,515
    
    
    
    (50,292
    )Net increase (decrease) in cash and cash equivalents
    
    
    73,825
    
    
    
    (63,198
    )
    
    
    12,624Cash and cash equivalents at beginning of period
    
    
    71,148
    
    
    
    144,973
    
    
    
    81,775Cash and cash equivalents at end of period
    
    
    144,973
    
    
    
    81,775
    
    
    
    94,399Restricted cash and cash equivalents at end of period
    
    
    (19,460
    )
    
    
    (21,214
    )
    
    
    (23,908
    )Unrestricted cash and cash equivalents at end of period
    
    $
    125,513
    
    
    $
    60,561
    
    
    $
    70,491
 See accompanying notes to consolidated financial statements
 4




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##### 



BLUEGREEN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)
(in thousands)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009Supplemental schedule of non-cash operating,
investing and financing activities:Inventory acquired through financing
    
    $
    26,425
    
    
    $
    10,132
    
    
    $
    Property and equipment acquired through financing
    
    $
    1,188
    
    
    $
    4,639
    
    
    $
    Retained interests in notes receivable sold
    
    $
    36,222
    
    
    $
    9,624
    
    
    $
    (11,078
    )Net change in unrealized gains and losses in
retained interests in notes receivable sold
    
    $
    (4,554
    )
    
    $
    (10,391
    )
    
    $
    369Supplemental schedule of operating cash flow
information:Interest paid, net of amounts capitalized
    
    $
    24,407
    
    
    $
    21,813
    
    
    $
    36,372Income taxes paid
    
    $
    9,823
    
    
    $
    5,390
    
    
    $
    2,475
 See accompanying notes to consolidated financial statements.
 5




---



##### 



BLUEGREEN CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Significant Accounting Policies
 Organization
 ®
   Principles of Consolidation
  Basis of Presentation
  Use of Estimates
  Cash and Cash Equivalents
  6




---



##### 



Revenue Recognition and Contracts Receivable
      Activity
    
    Revenue is recognized as:Resort title fees
    
    Escrow amounts are released and title documents are completed.Resort Management and service fees
    
    Management services are rendered.
 7




---



##### 



Activity
    
    Revenue is recognized as:Fee-based sales commissions
    
    Sales of third party VOIs are completed.Rental and Sampler program
    
    Guests complete stays at the resorts. Rental and Sampler
program proceeds are classified as a reduction to Cost of
other resort and communities operations.Realty commissions
    
    Sales of third-party-owned real estate are completed.Golf course and ski hill daily fees
    
    Services are provided.
  Notes Receivable
  ,
 Retained Interest in Notes Receivable Sold
    8




---



##### 



Inventory
   Deferred Financing Costs
  Property and Equipment
  Impairment of Long-Lived Assets
  Goodwill
 9




---



##### 



.
 Treasury Stock
  Income Taxes
  Advertising Expense
  Stock-Based Compensation
   During the year ended December 31,2007
    
    
    2008
    
    
    2009Risk free investment rate
    
    
    4.9
    %
    
    
    3.1
    %
    
    
    2.4
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Volatility factor of expected market price
    
    
    45.8
    %
    
    
    49.4
    %
    
    
    84.2
    %Expected term
    
    5.0 years
    
    5.5 years
    
    5.0 years
   10




---



##### 



Earnings (Loss) Per Common Share
    Year Ended December 31,2007
    
    
    2008
    
    
    2009Basic and diluted earnings per common share  numerator:Income from continuing operations
    
    $
    39,856
    
    
    $
    6,580
    
    
    $
    11,167Net income attributable to non-controlling interests
    
    
    7,721
    
    
    
    7,095
    
    
    
    7,472Income (loss) from continuing operations attributable to
Bluegreen Corporation
    
    $
    32,135
    
    
    $
    (515
    )
    
    $
    3,695Denominator:Denominator for basic earnings per common
share-weighted-average shares
    
    
    30,975
    
    
    
    31,241
    
    
    
    31,088Effect of dilutive securities:Stock options and unvested restricted stock
    
    
    317
    
    
    
    
    
    
    
    12Denominator for diluted earnings (loss) per common
share-adjusted weighted-average shares and assumed
conversions
    
    
    31,292
    
    
    
    31,241
    
    
    
    31,100Income (loss) from continuing operations attributable
to Bluegreen Corporation per common share  Basic:
    
    $
    1.04
    
    
    $
    (0.02
    )
    
    $
    0.12Income (loss) from continuing operations attributable
to Bluegreen Corporation per common share  Diluted:
    
    $
    1.03
    
    
    $
    (0.02
    )
    
    $
    0.12
 Comprehensive Income (Loss)
  Business Combinations
 11




---



##### 



Recently Adopted Accounting Pronouncements
 Non-controlling Interests in Consolidated Financial
Statements-an Amendment of Accounting Research Bulletin (ARB) No. 51
 Interim Disclosures about Fair Value of Financial Instrument
 Recognition and Presentation of Other-Than-Temporary Impairments
 Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability has Significantly Decreased and Identifying
Transactions that are Not Orderly
 Subsequent Events
 12




---



##### 



Accounting Pronouncements Not Yet Adopted
 Accounting for Transfers of Financial Assets, an
amendment of FASB Statement No. 140
 Amendments to FASB Interpretation No. 46(R)
 2. Notes Receivable
  As of December 31,2008
    
    
    2009Notes receivable secured by VOIs
    
    $
    388,014
    
    
    $
    351,232Notes receivable secured by homesites
    
    
    4,659
    
    
    
    4,901Notes receivable, gross
    
    
    392,673
    
    
    
    356,133Allowance for loan losses
    
    
    (52,029
    )
    
    
    (46,826
    )Notes receivable, net
    
    $
    340,644
    
    
    $
    309,307
   13




---



##### 



Year EndedDecember 31,2008
    
    
    2009Balance, beginning of year
    
    $
    17,458
    
    
    $
    52,029Provision for loan losses
    
    
    76,079
    
    
    
    31,641Less: Allowance on sold receivables
    
    
    (10,964
    )
    
    
    Less: Write-offs of uncollectible receivables
    
    
    (30,544
    )
    
    
    (36,844
    )Balance, end of year
    
    $
    52,029
    
    
    $
    46,826
  2008
    
    
    2009Due in 1 year
    
    $
    58,989
    
    
    $
    44,969Due in 2 years
    
    
    23,988
    
    
    
    26,793Due in 3 years
    
    
    27,537
    
    
    
    30,447Due in 4 years
    
    
    31,473
    
    
    
    34,416Due in 5 years
    
    
    35,712
    
    
    
    38,374Thereafter
    
    
    214,974
    
    
    
    181,134Total
    
    $
    392,673
    
    
    $
    356,133
  Bluegreen
    
    
    BluegreenResorts
    
    
    Communities
    
    
    TotalDecember 31, 2008:Notes receivable
    
    $
    388,014
    
    
    $
    4,659
    
    
    $
    392,673Allowance for loan losses
    
    
    (51,785
    )
    
    
    (244
    )
    
    
    (52,029
    )Notes receivable, net
    
    $
    336,229
    
    
    $
    4,415
    
    
    $
    340,644Allowance as a % of gross notes
receivable
    
    
    13
    %
    
    
    5
    %
    
    
    13
    %December 31, 2009:Notes receivable
    
    $
    351,232
    
    
    $
    4,901
    
    
    $
    356,133Allowance for loan losses
    
    
    (46,302
    )
    
    
    (524
    )
    
    
    (46,826
    )Notes receivable, net
    
    $
    304,930
    
    
    $
    4,377
    
    
    $
    309,307Allowance as a % of gross notes
receivable
    
    
    13
    %
    
    
    11
    %
    
    
    13
    %
 14




---



##### 



3. Sales of Notes Receivable
  Year Ended December 31, 2007
 AggregatePrincipal
    
    
    
    
    
    
    
    
    
    
    Initial FairBalance of
    
    
    
    
    
    
    
    
    
    
    Value ofNotes
    
    
    Purchase
    
    
    Gain
    
    
    RetainedFacility
    
    Receivable
    
    
    Price
    
    
    Recognized
    
    
    Interest2006-A GE Purchase Facility
    
    $
    66.9
    
    
    $
    60.2
    
    
    $
    10.6
    
    
    $
    8.32007 Term Securitization
    
    
    200.0
    
    
    
    168.9
    
    
    
    28.8
    
    
    
    36.3Total
    
    $
    266.9
    
    
    $
    229.1
    
    
    $
    39.4
    
    
    $
    44.6
 Year Ended December 31, 2008
 AggregatePrincipal
    
    
    
    
    
    
    
    
    
    
    Initial FairBalance of
    
    
    
    
    
    
    
    
    
    
    Value ofNotes
    
    
    Purchase
    
    
    Gain
    
    
    RetainedFacility
    
    Receivable
    
    
    Price
    
    
    Recognized
    
    
    Interest2008 Term Securitization
    
    $
    68.6
    
    
    $
    60.0
    
    
    $
    8.2
    
    
    $
    11.7
  For the year endedDecember 31,2007
    
    2008Prepayment rates
    
    
    29% - 11
    %
    
    
    31% - 17
    %Loss severity rates
    
    
    38% - 72
    %
    
    
    38
    %Default rates
    
    
    12% - 1
    %
    
    
    7.2% - 1.0
    %Discount rates
    
    
    9% - 12.6
    %
    
    
    13.4
    %
    15




---



##### 



4. Retained Interests in Notes Receivable Sold
  GrossAmortized
    
    
    UnrealizedAs of December 31, 2008:
    
    Cost
    
    
    Gain (Loss)
    
    
    Fair Value2002 Term Securitization
    
    $
    7,505
    
    
    $
    
    
    
    $
    7,5052004 Term Securitization
    
    
    8,508
    
    
    
    1,037
    
    
    
    9,5452004 GE Purchase Facility
    
    
    3,380
    
    
    
    78
    
    
    
    3,4582005 Term Securitization
    
    
    16,267
    
    
    
    
    
    
    
    16,2672006 GE Purchase Facility
    
    
    16,177
    
    
    
    (1,687
    )
    
    
    14,4902006 Term Securitization
    
    
    13,730
    
    
    
    670
    
    
    
    14,4002007 Term Securitization
    
    
    31,145
    
    
    
    5,029
    
    
    
    36,1742008 Term Securitization
    
    
    11,437
    
    
    
    301
    
    
    
    11,738Total
    
    $
    108,149
    
    
    $
    5,428
    
    
    $
    113,577
 GrossAmortized
    
    
    UnrealizedAs of December 31, 2009:
    
    Cost
    
    
    Gain (Loss)
    
    
    Fair Value2004 Term Securitization
    
    $
    7,731
    
    
    $
    391
    
    
    $
    8,1222004 GE Purchase Facility (1)
    
    
    3,864
    
    
    
    (598
    )
    
    
    3,2662005 Term Securitization
    
    
    11,852
    
    
    
    834
    
    
    
    12,6862006 GE Purchase Facility (2)
    
    
    15,408
    
    
    
    (2,328
    )
    
    
    13,0802006 Term Securitization
    
    
    10,107
    
    
    
    573
    
    
    
    10,6802007 Term Securitization (1)
    
    
    20,220
    
    
    
    (211
    )
    
    
    20,0092008 Term Securitization
    
    
    10,098
    
    
    
    372
    
    
    
    10,470Total
    
    $
    79,280
    
    
    $
    (967
    )
    
    $
    78,313
 
 (1)
    
    This security has been in a continuous unrealized loss position for less
than 12 months.(2)
    
    This security has been in a continuous unrealized loss position
for more than 12 months.  As of December 31,2008
    
    2009Prepayment rates
    
    
    23% - 4
    %
    
    
    20% - 3
    %Loss severity rates
    
    
    3% - 38
    %
    
    
    18% - 38
    %Default rates
    
    
    12% - 0
    %
    
    
    7% - 0
    %Discount rates
    
    
    19.5
    %
    
    
    24.5
    %
    16




---



##### 



Balance at April 1, 2009 of the amount related to credit losses for
which a portion of an other-than-temporary impairment was
recognized in other comprehensive income
    
    $
    Additions for the amount related to the credit losses for which an
other-than-temporary impairment was not previously recognized
    
    
    1,777Reductions for other-than-temporary impairment realized in
earnings, net of tax
    
    
    (311
    )Balance at December 31, 2009 of the amount related to credit losses
for which a portion of an other-than-temporary impairment was
recognized in other comprehensive income
    
    $
    1,466
  AmortizedCost
    
    
    Fair ValueAfter one year but within five
    
    $
    7,731
    
    
    $
    8,122After five years but within ten
    
    
    71,549
    
    
    
    70,191Total
    
    $
    79,280
    
    
    $
    78,313
 17




---



##### 



Hypothetical Fair Value at December 31, 2009Prepayment Rate
    
    
    Loss Severity Rate
    
    
    Default Rate
    
    
    Discount RateAdverse Change Percentage
    
    10%
    
    
    20%
    
    
    10%
    
    
    20%
    
    
    10%
    
    
    20%
    
    
    10%
    
    
    20%2004 Term Securitization
    
    $
    8,086
    
    
    $
    8,050
    
    
    $
    8,074
    
    
    $
    8,025
    
    
    $
    8,098
    
    
    $
    8,073
    
    
    $
    7,851
    
    
    $
    7,5962004 GE Purchase Facility
    
    
    3,249
    
    
    
    3,233
    
    
    
    3,259
    
    
    
    3,252
    
    
    
    3,258
    
    
    
    3,250
    
    
    
    3,130
    
    
    
    3,0052005 Term Securitization
    
    
    12,661
    
    
    
    12,637
    
    
    
    12,347
    
    
    
    12,009
    
    
    
    12,107
    
    
    
    11,535
    
    
    
    12,080
    
    
    
    11,5222006 GE Purchase Facility
    
    
    13,041
    
    
    
    13,002
    
    
    
    12,862
    
    
    
    12,644
    
    
    
    12,794
    
    
    
    12,512
    
    
    
    12,499
    
    
    
    11,9682006 Term Securitization
    
    
    10,642
    
    
    
    10,605
    
    
    
    10,404
    
    
    
    10,129
    
    
    
    10,192
    
    
    
    9,712
    
    
    
    10,167
    
    
    
    9,7002007 Term Securitization
    
    
    20,008
    
    
    
    20,008
    
    
    
    19,498
    
    
    
    18,987
    
    
    
    19,103
    
    
    
    18,211
    
    
    
    19,026
    
    
    
    18,1322008 Term Securitization
    
    
    10,465
    
    
    
    10,461
    
    
    
    10,302
    
    
    
    10,135
    
    
    
    10,250
    
    
    
    10,034
    
    
    
    10,137
    
    
    
    9,833
  For the Year Ended December 31,2007
    
    
    2008
    
    
    2009Proceeds from sales of notes receivables
    
    $
    229,067
    
    
    $
    55,705
    
    
    $
    Collections on previously sold notes receivables
    
    
    (173,448
    )
    
    
    (175,551
    )
    
    
    (136,685
    )Servicing fees received
    
    
    8,697
    
    
    
    9,436
    
    
    
    7,612Purchases of defaulted receivables
    
    
    (3,420
    )
    
    
    (3,547
    )
    
    
    (920
    )Resales of foreclosed assets
    
    
    (44,786
    )
    
    
    (50,314
    )
    
    
    (14,802
    )Remarketing fees received
    
    
    25,858
    
    
    
    29,581
    
    
    
    8,187Cash received on retained interests in notes
receivable sold
    
    
    35,949
    
    
    
    44,884
    
    
    
    43,741Cash paid to fund required reserve accounts
    
    
    (10,044
    )
    
    
    (8,288
    )
    
    
    (1,148
    )Purchases of upgraded accounts
    
    
    (28,251
    )
    
    
    (47,045
    )
    
    
    (516
    )
   As of December 31, 2009Total
    
    
    PrincipalOutstanding
    
    
    AmountPrincipal
    
    
    of Sold Loans
    
    
    Balance OwedAmount of
    
    
    60 or More
    
    
    to NoteSold Loans
    
    
    Days Past Due
    
    
    Holders2004 Term Securitization
    
    $
    28,552
    
    
    $
    869
    
    
    $
    26,7652004 GE Purchase Facility
    
    
    13,870
    
    
    
    400
    
    
    
    12,0722005 Term Securitization
    
    
    81,261
    
    
    
    2,389
    
    
    
    74,8222006 GE Purchase Facility
    
    
    69,003
    
    
    
    2,353
    
    
    
    61,4332006 Term Securitization
    
    
    71,450
    
    
    
    2,502
    
    
    
    66,2062007 Term Securitization
    
    
    137,645
    
    
    
    4,251
    
    
    
    123,9352008 Term Securitization
    
    
    51,810
    
    
    
    1,530
    
    
    
    46,136Total
    
    $
    453,591
    
    
    
    
    
    
    $
    411,369
 18




---



##### 



5. Inventory
  As of December 31,2008
    
    
    2009Bluegreen Resorts
    
    $
    342,779
    
    
    $
    370,470Bluegreen Communities
    
    
    160,490
    
    
    
    145,447$
    503,269
    
    
    $
    515,917
    6. Property and Equipment
  As of December 31,Useful Life
    
    
    2008
    
    
    2009Office equipment, furniture and fixtures
    
    3-14 years
    
    $
    62,572
    
    
    $
    60,657Golf course land, land improvements,
buildings and equipment
    
    5-39 years
    
    
    33,346
    
    
    
    7,591Land, buildings and building improvements
    
    3-31 years
    
    
    67,359
    
    
    
    70,323Leasehold improvements
    
    2-14 years
    
    
    12,650
    
    
    
    11,952Transportation and equipment
    
    3-5 years
    
    
    2,334
    
    
    
    1,999178,261
    
    
    
    152,522Accumulated depreciation and
amortization of leasehold improvements
    
    
    
    
    
    
    (68,760
    )
    
    
    (66,957
    )Total
    
    
    
    
    
    $
    109,501
    
    
    $
    85,565
 19




---



##### 



7. Receivable-Backed Notes Payable
  As ofDecember 31, 2008
    
    
    December 31, 2009Balance of
    
    
    
    
    
    
    
    
    
    
    Balance ofPledged/
    
    
    
    
    
    
    
    
    
    
    Pledged/Debt
    
    
    Interest
    
    
    Secured
    
    
    Debt
    
    
    Interest
    
    
    SecuredBalance
    
    
    Rate
    
    
    Receivables
    
    
    Balance
    
    
    Rate
    
    
    ReceivablesBB&T Purchase Facility (nonrecourse)
    
    $
    139,057
    
    
    
    2.19
    %
    
    $
    167,538
    
    
    $
    131,302
    
    
    
    5.75
    %
    
    $
    166,562Liberty Bank Facility
    
    
    43,505
    
    
    
    5.75
    %
    
    
    48,603
    
    
    
    59,055
    
    
    
    5.75
    %
    
    
    68,175GE Bluegreen/Big Cedar Receivables
Facility
    
    
    33,725
    
    
    
    2.19
    %
    
    
    39,681
    
    
    
    32,834
    
    
    
    1.98
    %
    
    
    35,935The Wells Fargo Facility
    
    
    24,096
    
    
    
    4.00
    %
    
    
    26,117
    
    
    
    14,409
    
    
    
    4.00
    %
    
    
    15,926GMAC Receivables Facility
    
    
    7,698
    
    
    
    4.44
    %
    
    
    8,737
    
    
    
    5,228
    
    
    
    4.23
    %
    
    
    6,331Textron Facility
    
    
    1,036
    
    
    
    6.00
    %
    
    
    1,194
    
    
    
    
    
    
    
    
    
    
    
    $
    249,117
    
    
    
    
    
    
    $
    291,870
    
    
    $
    242,828
    
    
    
    
    
    
    $
    292,929
 BB&T Purchase Facility.
   Liberty Bank Facility
 20




---



##### 



The GE Bluegreen/Big Cedar Receivables Facility.
  The Wells Fargo Facility.
  8. Lines-of-Credit and Notes Payable
  As ofDecember 31, 2008
    
    
    December 31, 2009Carrying
    
    
    
    
    
    
    
    
    CarryingAmount of
    
    
    
    
    
    
    
    
    Amount ofInterest
    
    Pledged
    
    
    
    
    
    
    Interest
    
    PledgedBalance
    
    
    Rate
    
    Assets
    
    
    Balance
    
    
    Rate
    
    AssetsThe GMAC AD&C Facility
    
    $
    99,776
    
    
    4.94%
    
    $
    149,814
    
    
    $
    87,415
    
    
    4.73%
    
    $
    145,031The GMAC Communities Facility
    
    
    59,372
    
    
    4.25%
    
    
    126,293
    
    
    
    38,479
    
    
    10.00%
    
    
    117,872Wachovia Notes Payable
    
    
    30,347
    
    
    2.44  2.79%
    
    
    46,542
    
    
    
    24,497
    
    
    2.23  2.58%
    
    
    44,686Wachovia Line-of-Credit
    
    
    9,949
    
    
    2.19%
    
    
    
    
    
    
    15,700
    
    
    1.98%
    
    
    Textron AD&C Facility
    
    
    15,456
    
    
    4.50  4.75%
    
    
    24,887
    
    
    
    12,757
    
    
    4.50  4.75%
    
    
    27,582Fifth Third Bank Note Payable
    
    
    3,400
    
    
    3.44%
    
    
    4,841
    
    
    
    3,381
    
    
    3.23%
    
    
    4,841Other
    
    
    4,439
    
    
    5.86  11.03%
    
    
    5,249
    
    
    
    3,552
    
    
    4.25  12.50%
    
    
    3,851Total
    
    $
    222,739
    
    
    
    
    $
    357,626
    
    
    $
    185,781
    
    
    
    
    $
    343,863
 21




---



##### 



2010
    
    $
    73,0712011
    
    
    51,8412012
    
    
    50,8382013
    
    
    4,1472014
    
    
    688Thereafter
    
    
    5,196Total
    
    $
    185,781
 The GMAC Communities Facility.
   The GMAC AD&C Facility. TM
 22




---



##### 



Textron AD&C Facility
     The Wachovia Notes Payable
   The Wachovia Line-of-Credit
 23




---



##### 



Wachovia Notes Payable Wachovia Line-of-Credit
  Fifth Third Bank Note Payable
 9. Junior Subordinated Debentures
  24




---



##### 



OutstandingAmount
    
    Initial

    
    
    Fixed

    
    
    Variable
    
    Beginningof Junior
    
    Equity

    
    
    Interest

    
    
    Interest
    
    OptionalSubordinated
    
    In Trust
    
    
    
    Rate
    
    Rate
    
    Redemption
    
    MaturityTrust
    
    Debentures
    
    (3)
    
    Issue Date
    
    (1)
    
    (2)
    
    Date
    
    DateBluegreen Statutory Trust I
    
    $
    23,196
    
    
    $
    696
    
    
    3/15/05
    
    
    9.160
    %
    
    3-month LIBOR
+ 4.90%
    
    3/30/10
    
    3/30/35Bluegreen Statutory Trust
II
    
    
    25,774
    
    
    
    774
    
    
    5/04/05
    
    
    9.158
    %
    
    3-month LIBOR
+ 4.85%
    
    7/30/10
    
    7/30/35Bluegreen Statutory Trust
III
    
    
    10,310
    
    
    
    310
    
    
    5/10/05
    
    
    9.193
    %
    
    3-month LIBOR
+ 4.85%
    
    7/30/10
    
    7/30/35Bluegreen Statutory Trust
IV
    
    
    15,464
    
    
    
    464
    
    
    4/24/06
    
    
    10.130
    %
    
    3-month LIBOR
+ 4.85%
    
    6/30/11
    
    6/30/36Bluegreen Statutory Trust V
    
    
    15,464
    
    
    
    464
    
    
    7/21/06
    
    
    10.280
    %
    
    3-month LIBOR
+ 4.85%
    
    9/30/11
    
    9/30/36Bluegreen Statutory Trust
VI
    
    
    20,619
    
    
    
    619
    
    
    2/26/07
    
    
    9.842
    %
    
    3-month LIBOR
+ 4.80%
    
    4/30/12
    
    4/30/37$
    110,827
    
    
    $
    3,327
 
 (1)
    
    Both the trust preferred securities and junior subordinated debentures bear interest at a
fixed interest rate from the issue date through the beginning optional redemption date.(2)
    
    Both the trust preferred securities and junior subordinated debentures bear interest at a
variable interest rate from the beginning optional redemption date through the maturity date.(3)
    
    Initial equity in trust is recorded as part of other assets in our consolidated balance
sheets. 10. Fair Value of Financial Instruments
  Cash and cash equivalents:
 Contracts receivable:
 Notes receivable:
 Retained interests in notes receivable sold
 Lines-of-credit, notes payable, and receivable-backed notes payable:
 25




---



##### 



Junior subordinated debentures:
  As of December 31, 2008
    
    
    As of December 31, 2009Carrying
    
    
    Estimated
    
    
    Carrying
    
    
    EstimatedAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueCash and cash equivalents
    
    $
    81,775
    
    
    $
    81,775
    
    
    $
    94,399
    
    
    $
    94,399Contracts receivable, net
    
    
    7,452
    
    
    
    7,452
    
    
    
    4,826
    
    
    
    4,826Notes receivable, net
    
    
    340,644
    
    
    
    340,644
    
    
    
    309,307
    
    
    
    279,208Retained interests in notes receivable sold
    
    
    113,577
    
    
    
    113,577
    
    
    
    78,313
    
    
    
    78,313Lines-of-credit, notes payable, and receivable-backed notes payable
    
    
    471,856
    
    
    
    471,856
    
    
    
    428,609
    
    
    
    428,609Junior subordinated debentures
    
    
    110,827
    
    
    
    47,161
    
    
    
    110,827
    
    
    
    60,522
 11. Common Stock and Stock Option Plans
 Bluegreen Corporation Common Stock
  Bluegreen Corporation 2008 Stock Incentive Plan
   Shareholders Rights Plan
  26




---



##### 



Share-Based Compensation
    Stock Option Awards
    
    
    Restricted Stock AwardsFor the Year Ended
    
    
    
    
    
    Grant Date Fair
    
    
    
    
    
    
    Grant Date FairDecember 31, 2007
    
    Quantity
    
    
    Value
    
    
    Quantity
    
    
    ValueDirectors
    
    
    137
    
    
    $
    761
    
    
    
    17
    
    
    $
    200Employees
    
    
    
    
    
    
    
    
    
    
    197
    
    
    
    2,358Total
    
    
    137
    
    
    $
    761
    
    
    
    214
    
    
    $
    2,558
 Stock Option Awards
    
    
    Restricted Stock AwardsFor the Year Ended
    
    
    
    
    
    Grant Date Fair
    
    
    
    
    
    
    Grant Date FairDecember 31, 2008
    
    Quantity
    
    
    Value
    
    
    Quantity
    
    
    ValueDirectors
    
    
    295
    
    
    $
    937
    
    
    
    184
    
    
    $
    1,246Employees
    
    
    777
    
    
    
    2,518
    
    
    
    1,184
    
    
    
    9,208Total
    
    
    1,072
    
    
    $
    3,455
    
    
    
    1,368
    
    
    $
    10,454
 Stock Option Awards
    
    
    Restricted Stock AwardsFor the Year Ended
    
    
    
    
    
    Grant Date Fair
    
    
    
    
    
    
    Grant Date FairDecember 31, 2009
    
    Quantity
    
    
    Value
    
    
    Quantity
    
    
    ValueDirectors
    
    
    120
    
    
    $
    221
    
    
    
    92
    
    
    $
    255Employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    120
    
    
    $
    221
    
    
    
    92
    
    
    $
    255
  Weighted AverageRemaining
    
    
    UnrecognizedAs of December 31, 2009
    
    Recognition Period
    
    
    Compensation(in years)
    
    
    (000s)Stock Option Awards
    
    
    2.4
    
    
    $
    4,261Restricted Stock Awards
    
    
    3.1
    
    
    $
    8,050
 27




---



##### 



WeightedAverageOutstanding
    
    
    Exercise Price
    
    
    Number of Shares
    
    
    Aggregate IntrinsicOptions
    
    
    Per Share
    
    
    Exercisable
    
    
    ValueBalance at December 31, 2007
    
    
    1,938
    
    
    $
    11.51
    
    
    
    579
    
    
    $
    1,922Granted
    
    
    1,072
    
    
    $
    7.60Forfeited
    
    
    (241
    )
    
    $
    13.51Expired
    
    
    (20
    )
    
    $
    9.11Exercised
    
    
    (39
    )
    
    $
    3.48Balance at December 31, 2008
    
    
    2,710
    
    
    $
    9.91
    
    
    
    871
    
    
    $
    32Granted
    
    
    120
    
    
    $
    2.75Forfeited
    
    
    (1
    )
    
    $
    3.48Expired
    
    
    (34
    )
    
    $
    7.35Exercised
    
    
    
    
    
    $
    Balance at December 31, 2009
    
    
    2,795
    
    
    $
    9.64
    
    
    
    956
    
    
    $
    7
   Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    Weighted-
    
    
    AverageNumber
    
    
    Number of
    
    
    Remaining
    
    
    Average
    
    
    Exercise Priceof Options
    
    
    Vested Options
    
    
    Contractual Term
    
    
    Exercise Price
    
    
    (Vested Only)(In 000s)
    
    
    (In 000s)
    
    
    (In years)$2.11 - $3.00
    
    
    155
    
    
    
    155
    
    
    
    7.7
    
    
    $
    2.63
    
    
    $
    2.63$3.01 - $4.52
    
    
    378
    
    
    
    378
    
    
    
    2.8
    
    
    $
    3.46
    
    
    $
    3.46$4.53 - $6.79
    
    
    168
    
    
    
    168
    
    
    
    5.3
    
    
    $
    5.92
    
    
    $
    5.92$6.80 - $10.20
    
    
    965
    
    
    
    
    
    
    
    5.7
    
    
    $
    7.69
    
    
    $
    $10.21 - $15.31
    
    
    604
    
    
    
    114
    
    
    
    6.7
    
    
    $
    11.94
    
    
    $
    11.47$15.32 - $18.36
    
    
    525
    
    
    
    141
    
    
    
    5.6
    
    
    $
    18.27
    
    
    $
    18.042,795
    
    
    
    956
    
    
    
    5.6
    
    
    $
    9.64
    
    
    $
    6.87
 28




---



##### 



Weighted-AverageNumber
    
    
    Grant-DateNon-vested Restricted Shares
    
    of Shares
    
    
    Fair Value per Share(In 000s)Unvested at January 1, 2008
    
    
    207
    
    
    $
    11.98Granted
    
    
    1,368
    
    
    
    7.64Vested
    
    
    (27
    )
    
    
    8.20Forfeited
    
    
    (131
    )
    
    
    9.01Unvested at December 31, 2008
    
    
    1,417
    
    
    $
    8.14Granted
    
    
    92
    
    
    
    2.75Vested
    
    
    (63
    )
    
    
    4.04Forfeited
    
    
    (20
    )
    
    
    10.14Unvested at December 31, 2009
    
    
    1,426
    
    
    $
    7.94
 12. Commitments and Contingencies
    2010
    
    $
    11,7472011
    
    
    9,5152012
    
    
    7,6612013
    
    
    5,2642014
    
    
    4,961Thereafter
    
    
    30,987Total future minimum lease payments
    
    $
    70,135
  Bluegreen Resorts
 29




---



##### 



Tennessee Tax Audit
  Kelly Fair Labor Standards Act Lawsuit
 Steven Craig Kelly and Jack Clark, individually and on
behalf of others similarly situated v. Bluegreen Corporation
 Pennsylvania Attorney General Lawsuit
 Commonwealth of Pennsylvania Acting by
Attorney General Thomas W. Corbett, Jr. v. Bluegreen Corporation, Bluegreen Resorts, Bluegreen
Vacations Unlimited, Inc. and Great Vacation Destinations, Inc.
 Destin, Florida Deposit Dispute Lawsuit
 Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.,; Hubert A. Laird; and MSB of Destin, Inc.,
 Bluegreen Communities
 30




---



##### 



Mountain Lakes Mineral Rights
 Betty Yvon
Lesley et a1 v. Bluff Dale Development Corporation, Bluegreen Southwest One. L.P. et al., Betty Yvon Lesley et a1 v. Bluff Dale
Development Corporation, Bluegreen Southwest One. L.P. et al. Bluegreen Southwest One, L.P. et al. v. Betty Yvon Lesley et al.
 Property Owners Association of Mountain Lakes
Ranch, Inc. v. Bluegreen Southwest One, L.P. et al. th
 Catawba Falls Preserve Homeowners Association Demand Letter
  Marshall, et al. Lawsuit regarding Community Amenities
 William Marshall and Patricia
Marshall, et al. v Bluegreen Southwest One, L.P., Bluegreen Southwest Land, Inc., Bluegreen
Corporation, Stephen Davis, and Bluegreen Communities of Texas, L.P.
 31




---



##### 



Schawrz, et al. Lawsuit regarding Community Amenities
 Paul A. Schwarz and Barbara S.
Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
 13. Income Taxes
  For the Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009Federal:Current
    
    $
    5,130
    
    
    $
    2,392
    
    
    $
    (3,335
    )Deferred
    
    
    12,480
    
    
    
    (1,671
    )
    
    
    (474
    )17,610
    
    
    
    721
    
    
    
    (3,809
    )State and Other:Current
    
    
    1,976
    
    
    
    1,165
    
    
    
    153Deferred
    
    
    (409
    )
    
    
    (1,133
    )
    
    
    1,0161,567
    
    
    
    32
    
    
    
    1,169Total
    
    $
    19,177
    
    
    $
    753
    
    
    $
    (2,640
    )
  For the Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009Income tax expense at statutory rate
    
    $
    17,961
    
    
    $
    84
    
    
    $
    369Effect of state taxes, net of
federal tax benefit
    
    
    672
    
    
    
    9
    
    
    
    100Effect of state rate changes on net
deferred liabilities
    
    
    
    
    
    
    (1,592
    )
    
    
    1,395Change in valuation allowance
    
    
    
    
    
    
    1,251
    
    
    
    (379
    )Non-deductible items
    
    
    347
    
    
    
    1,016
    
    
    
    (4,122
    )Other
    
    
    197
    
    
    
    (15
    )
    
    
    (3
    )Total
    
    $
    19,177
    
    
    $
    753
    
    
    $
    (2,640
    )
 32




---



##### 



As ofDecember 31,
    
    
    December 31,2008
    
    
    2009Deferred federal and state tax liabilities (assets):Installment sales treatment VOI of notes receivable
    
    $
    263,122
    
    
    $
    224,941Deferred federal and state loss carryforwards/AMT
credits (net of valuation allowance of $3.1 million
and $3.2 million as of December 31, 2008 and 2009 ,
respectively)
    
    
    (164,797
    )
    
    
    (134,295
    )Book over tax carrying value of retained interests
in notes receivable sold
    
    
    24,284
    
    
    
    30,392Book reserves for loan losses and inventory
    
    
    (23,181
    )
    
    
    (23,502
    )Tax over book depreciation
    
    
    4,436
    
    
    
    391Unrealized gains (losses) on retained interests in
notes receivable sold (See Note 4)
    
    
    1,995
    
    
    
    (358
    )Deferral of VOI sales under timeshare accounting
rules
    
    
    (94
    )
    
    
    4,618Deferral of rent
    
    
    (2,284
    )
    
    
    (2,202
    )Restructuring
    
    
    (1,810
    )
    
    
    (665
    )Accrued contingencies
    
    
    (2,533
    )
    
    
    (2,996
    )Goodwill
    
    
    (2,107
    )
    
    
    (1,926
    )Stock-based compensation
    
    
    (2,788
    )
    
    
    (4,175
    )Other
    
    
    (2,441
    )
    
    
    (2,426
    )Deferred income taxes
    
    $
    91,802
    
    
    $
    87,797Total deferred federal and state tax liabilities
    
    $
    293,837
    
    
    $
    260,342Total deferred federal and state tax assets
    
    
    (202,035
    )
    
    
    (172,545
    )Deferred income taxes
    
    $
    91,802
    
    
    $
    87,797
    Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109
 33




---



##### 



14. Employee Retirement Savings Plan and Other Employee Matters
   15. Business Segments
    Bluegreen
    
    
    BluegreenResorts
    
    
    Communities
    
    
    TotalsFor the year ended December 31, 2007:Sales of real estate
    
    $
    450,163
    (1)
    
    $
    129,217
    
    
    $
    579,380Other resort and communities operations revenue
    
    
    53,624
    
    
    
    6,083
    (4)
    
    
    59,707Depreciation expense
    
    
    8,356
    
    
    
    659
    
    
    
    9,015Segment operating profit
    
    
    62,890
    
    
    
    23,452
    (4)
    
    
    86,342
 34




---



##### 



Bluegreen
    
    
    BluegreenResorts
    
    
    Communities
    
    
    TotalsFor the year ended December 31, 2008:Sales of real estate
    
    $
    428,010
    (1)
    
    $
    47,020
    
    
    $
    475,030Other resort and communities operations revenue
    
    
    58,473
    
    
    
    3,527
    (4)
    
    
    62,000Depreciation expense
    
    
    7,294
    
    
    
    579
    
    
    
    7,873Segment operating profit (loss)
    
    
    46,999
    (2)
    
    
    (3,574
    )(3)(4)
    
    
    43,425
 Bluegreen
    
    
    BluegreenResorts
    
    
    Communities
    
    
    TotalsFor the year ended December 31, 2009:Sales of real estate
    
    $
    201,755
    (1)
    
    $
    17,613
    
    
    $
    219,368Other resort and communities operations revenue
    
    
    55,609
    
    
    
    1,590
    (4)
    
    
    57,199Depreciation expense
    
    
    5,349
    
    
    
    589
    
    
    
    5,938Segment operating profit (loss)
    
    
    37,748
    
    
    
    (21,099)
    (3)(4)
    
    
    16,649
 
 (1)
    
    For the years ended December 31, 2007 and 2008, includes approximately $39.4 million and
$8.2 million, respectively, related to gains on the sales of VOI notes receivable through
off-balance sheet transactions. There was no such gain during the year ended December 31,
2009.(2)
    
    Amount excludes $15.6 million related to the restructuring (discussed in Note 17, below) and
$8.5 million related to the impairment of goodwill (discussed in Note 1 above).(3)
    
    Amount includes a charge of $5.2 million and $13.2 million related to the impairment of
certain completed communities projects for the years ended December 31, 2008 and 2009,
respectively. (See Note 5)(4)
    
    Amounts restated to exclude results from discontinued operations. For a detailed discussion
related to discontinued operations see Note 16. Bluegreen
    
    
    BluegreenResorts
    
    
    Communities
    
    
    TotalAs of December 31, 2008Notes receivable, net
    
    $
    336,229
    
    
    $
    4,415
    
    
    $
    340,644Inventory
    
    
    342,779
    
    
    
    160,490
    
    
    
    503,269Property and equipment, net
    
    
    69,138
    
    
    
    27,097
    
    
    
    96,235
 Bluegreen
    
    
    BluegreenResorts
    
    
    Communities
    
    
    TotalAs of December 31, 2009Notes receivable, net
    
    $
    304,930
    
    
    $
    4,377
    
    
    $
    309,307Inventory
    
    
    370,470
    
    
    
    145,447
    
    
    
    515,917Property and equipment, net
    
    
    70,036
    
    
    
    6,153
    
    
    
    76,189
 Reconciliations to Consolidated Amounts
  Year Ended December 31,2007
    
    
    2008
    
    
    2009Segment operating profit from continuing operations
for reportable segments
    
    $
    86,342
    
    
    $
    43,425
    
    
    $
    16,649Interest income
    
    
    44,703
    
    
    
    57,831
    
    
    
    69,337Other expense, net
    
    
    (1,743
    )
    
    
    (1,637
    )
    
    
    (1,810
    )Corporate general and administrative expenses
    
    
    (45,997
    )
    
    
    (47,279
    )
    
    
    (39,517
    )Interest expense
    
    
    (24,272
    )
    
    
    (20,888
    )
    
    
    (36,132
    )Restructuring charges
    
    
    
    
    
    
    (15,617
    )
    
    
    Goodwill impairment
    
    
    
    
    
    
    (8,502
    )
    
    
    Consolidated income before non-controlling interests,
provision (benefit) for income taxes and
discontinued operations
    
    $
    59,033
    
    
    $
    7,333
    
    
    $
    8,527
 35




---



##### 



Year Ended December 31,2007
    
    
    2008
    
    
    2009Depreciation expense for reportable segments
    
    $
    9,015
    
    
    $
    7,873
    
    
    $
    5,938Depreciation expense for corporate fixed assets
    
    
    4,418
    
    
    
    4,331
    
    
    
    4,846Consolidated depreciation expense
    
    $
    13,433
    
    
    $
    12,204
    
    
    $
    10,784
  As ofDecember 31,
    
    December 31,2008
    
    2009Notes receivable for reportable segments, net
    
    $
    340,644
    
    
    $
    309,307Inventory for reportable segments
    
    
    503,269
    
    
    
    515,917Fixed assets for reportable segments
    
    
    96,235
    
    
    
    76,189Assets not allocated to reportable segments
    
    
    253,359
    
    
    
    229,852Total assets
    
    $
    1,193,507
    
    
    $
    1,131,265
 Geographic Information
  Year Ended December 31,2007
    
    
    2008
    
    
    2009United States
    
    $
    571,931
    
    
    $
    467,500
    
    
    $
    213,907Aruba
    
    
    7,449
    
    
    
    7,530
    
    
    
    5,461Consolidated totals
    
    $
    579,380
    
    
    $
    475,030
    
    
    $
    219,368
  As of December 31,2008
    
    
    2009United States
    
    $
    1,183,176
    
    
    $
    1,123,841Aruba
    
    
    10,331
    
    
    
    7,424Totals assets
    
    $
    1,193,507
    
    
    $
    1,131,265
 16. Discontinued Operations
  36




---



##### 



During the year ended December 31,2007
    
    
    2008
    
    
    2009Golf operations revenue
    
    $
    7,704
    
    
    $
    7,182
    
    
    $
    6,244Cost of operations
    
    
    7,523
    
    
    
    7,170
    
    
    
    6,924Income (loss) from discontinued
operations before provision for
income taxes
    
    
    181
    
    
    
    12
    
    
    
    (680
    )Loss on the disposal of golf courses
    
    
    
    
    
    
    
    
    
    
    (10,544
    )Provision (benefit) for income taxes
    
    
    390
    
    
    
    13
    
    
    
    (3,957
    )Loss from discontinued operations
    
    $
    (209
    )
    
    $
    (1
    )
    
    $
    (7,267
    )
  As ofDecember 31,2008Assets:Cash
    
    $
    107Other assets
    
    
    536Property and Equipment, net
    
    
    20,469Total assets
    
    $
    21,112Liabilities:Accounts payable
    
    $
    60Lease payable
    
    
    66Deferred revenue
    
    
    107Total liabilities
    
    $
    233
 17. Restructuring Charges
 ®
  37




---



##### 



Cash Payments
    
    
    Liability atCharges
    
    
    made during
    
    
    December 31,during 2008
    
    
    2008
    
    
    2008Severance and benefit-related costs(1)
    
    $
    5,608
    
    
    $
    2,068
    
    
    $
    3,540Lease termination obligation(2)
    
    
    4,766
    
    
    
    687
    
    
    
    4,079Fixed Assets write-downs, net of proceeds (3)
    
    
    3,760
    
    
    
    
    
    
    
    Other
    
    
    1,483
    
    
    
    173
    
    
    
    349Total Restructuring
    
    $
    15,617
    
    
    $
    2,928
    
    
    $
    7,968
  Liability at
    
    
    Charges and
    
    
    Cash Payments
    
    
    Liability atDecember 31,
    
    
    Other
    
    
    made during
    
    
    December2008
    
    
    Adjustments
    
    
    2009
    
    
    31, 2009Severance and benefit-related costs(1)
    
    $
    3,540
    
    
    $
    594
    
    
    $
    4,134
    
    
    $
    Lease termination obligations(2)(4)
    
    
    4,079
    
    
    
    (556
    )(5)
    
    
    1,803
    
    
    
    1,720Other
    
    
    349
    
    
    
    (134
    )
    
    
    215
    
    
    
    Total Restructuring
    
    $
    7,968
    
    
    $
    (96
    )
    
    $
    6,152
    
    
    $
    1,720
 
 (1)
    
    Includes severance payments made to employees, payroll taxes and other benefit
relates costs in connection with the terminations of approximately 2,200 employees.(2)
    
    Includes costs associated with non-cancelable property and equipment leases
that we have ceased to use, as well as termination fees related to the cancellation of
certain contractual lease obligations. Included in this amount are future minimum lease
payments in excess of estimated sublease income, fees and expenses.(3)
    
    Includes write-downs of $1.6 million and $2.2 million for leasehold improvements
and property and equipment, respectively, net of a nominal amount of cash proceeds from
sales of certain assets.(4)
    
    Continuing lease obligations will be paid monthly through November 2012.(5)
    
    During 2009, we successfully terminated certain of our lease obligations,
resulting in a reduction of liability of $724,000. 18. Related Party Transactions
   38




---



##### 



19. Quarterly Financial Information (Unaudited)
  For the Three Months EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2008
    
    
    2008
    
    
    2008
    
    
    2008Sales of real estate
    
    $
    111,256
    
    
    $
    120,086
    
    
    $
    146,907
    
    
    $
    96,781Gross profit
    
    
    80,298
    
    
    
    89,114
    
    
    
    108,690
    
    
    
    66,661Income (loss) from continuing operations
attributable to Bluegreen Corporation
    
    
    1,378
    
    
    
    3,483
    
    
    
    6,809
    
    
    
    (12,185
    )(1)Discontinued operations
    
    
    18
    
    
    
    (38
    )
    
    
    12
    
    
    
    7Net income (loss)
    
    
    2,234
    
    
    
    4,765
    
    
    
    9,943
    
    
    
    (10,363
    )(1)Net income (loss) attributable to Bluegreen
Corporation
    
    $
    1,396
    
    
    $
    3,445
    
    
    $
    6,821
    
    
    $
    (12,178
    )(1)Income (loss) from continuing operations
attributable to Bluegreen Corporation per common
share:Diluted earnings (loss) per share from continuing
operations attributable to Bluegreen shareholders
    
    $
    0.04
    
    
    $
    0.11
    
    
    $
    0.22
    
    
    $
    (0.39
    )Diluted loss per share for discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted earnings(loss) per share attributable to
Bluegreen shareholders
    
    $
    0.04
    
    
    $
    0.11
    
    
    $
    0.22
    
    
    $
    (0.39
    )
 For the Three Months EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2009
    
    
    2009
    
    
    2009
    
    
    2009Sales of real estate
    
    $
    45,855
    
    
    $
    56,555
    
    
    $
    71,266
    
    
    $
    45,692Gross profit
    
    
    33,750
    
    
    
    34,416
    
    
    
    42,745
    
    
    
    16,565Income (loss) from continuing operations
attributable to Bluegreen Corporation
    
    
    3,695
    
    
    
    6,582
    
    
    
    4,138
    
    
    
    (10,720
    )Discontinued operations
    
    
    (142
    )
    
    
    232
    
    
    
    (205
    )
    
    
    (7,152
    )Net income (loss)
    
    
    4,739
    
    
    
    8,364
    
    
    
    6,580
    
    
    
    (15,783
    )(2)Net income (loss) attributable to Bluegreen
Corporation
    
    $
    3,553
    
    
    $
    6,814
    
    
    $
    3,933
    
    
    $
    (17,872
    )(2)Income (loss) from continuing operations
attributable to Bluegreen Corporation per common
share:Diluted earnings (loss) per share from
continuing operations attributable to Bluegreen
shareholders
    
    $
    0.12
    
    
    $
    0.21
    
    
    $
    0.13
    
    
    $
    (0.34
    )Diluted loss per share for discontinued operations
    
    
    (0.01
    )
    
    
    0.01
    
    
    
    
    
    
    
    (0.23
    )Diluted earnings (loss) per share attributable to
Bluegreen shareholders
    
    $
    0.11
    
    
    $
    0.22
    
    
    $
    0.13
    
    
    $
    (0.57
    )
 
 (1)
    
    Amount reflects a $15.6 million charge related to the previously discussed
restructuring, $8.5 million of impairment charges for goodwill in our Resorts Division, and
a charge of $5.2 million to adjust the carrying amount of inventory to fair value on
certain of our Communities Division real estate developments. 39




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##### 



(2)
    
    Amount reflects a charge of $10.9 million to adjust the carrying amount of inventory to
net realizable value on certain of our Communities Division real estate developments. 40




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##### 



Report of Independent Registered Public Accounting Firm
 
      
 
 41