Cautionary Statement Regarding Forward-Looking Statements and Risk Factors

We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are making the following statements to do so. Certain statements in this Quarterly Report and our other filings with the SEC constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You may identify these statements by forward-looking words such as "may," "intend," "expect," "anticipate," "believe," "will," "should," "project," "estimate," "plan" or other comparable terminology or by other statements that do not relate to historical facts. All statements, trend analyses and other information relative to the market for our products and services, remaining life-of-project sales, our expected future sales, gross margin, financial position, operating results, liquidity and capital resources, our business strategy, financial plan and expected capital requirements as well as trends in our operations, receivables performance or results are forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control, including changes in economic conditions, generally, in areas where we operate, or in the travel and tourism industry, availability of financing, increases in interest rates, changes in regulations and other factors discussed throughout our SEC filings, including the Risk Factors section of such filings, all of which could cause our actual results, performance or achievements, or industry trends, to differ materially from any future results, performance, or achievements or trends expressed or implied herein. Given these uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, as the plans, estimates and expectations reflected herein may not be achieved. Factors that could adversely affect our future results can also be considered general risk factors with respect to our business, whether or not they relate to a forward-looking statement. We caution you that the important factors set forth below and elsewhere in this Quarterly Report and our other SEC filings, including our Annual Report, in some cases have affected, and in the future could affect, our actual results and could cause them to differ materially from those expressed in any forward-looking statements.

• The overall state of the economy, interest rates and the availability of financing affect our ability to market VOIs and residential homesites.

• We would incur substantial losses and our liquidity position could be adversely impacted if the customers it finances default on their obligations.

• While we have attempted to restructure our business to reduce our need for and reliance on financing for liquidity in the short term, there is no assurance that such restructuring will be successful or that our business and profitability will not otherwise continue to depend on our ability to obtain financing, which may not be available on favorable terms, or at all.

• Our future success depends on our ability to market our products and services successfully and efficiently.

• We may not be successful in increasing or expanding our fee-based services relationships, and our fee-based service activities may not be profitable, which may have an adverse impact on our results of operations and financial condition.

• Our results of operations and financial condition may be materially and adversely impacted if Bluegreen Resorts does not continue to participate in exchange networks or its customers are not satisfied with the networks in which it participates.

• The resale market for VOIs could adversely affect our business.

• We are subject to the risks of the real estate market and the risks associated with real estate development, including the decline in real estate values and the deterioration of real estate sales.

• Claims for development-related defects could adversely affect our financial condition and operating results.

• Our proposed merger with BFC may not be completed on a timely basis, on anticipated terms, or at all, and there are uncertainties and risks to consummating the merger.

• We may be adversely affected by extensive federal, state and local laws and regulations and changes in applicable laws and regulations, including with respect to the imposition of additional taxes on operations. In addition, results of audits of our tax returns or those of our subsidiaries may have a material and adverse impact on our financial condition.

• Environmental liabilities, including claims with respect to mold or hazardous or toxic substances, could have a material adverse impact on our business.

• The ratings of third-party rating agencies could adversely impact our ability to obtain, renew or extend credit facilities, or otherwise raise capital.

• There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with GAAP. Any changes in estimates, judgments and assumptions used could have a material adverse impact on our operating results and financial condition.

• The loss of the services of our key management and personnel could adversely affect our business.

• BFC holds a majority of our outstanding common stock, which may adversely affect the market price of our common stock.

Executive Overview

We are a sales, marketing and management company, primarily focused on the vacation ownership industry. Our business has historically been conducted through two operating segments - our resorts business segment ("Bluegreen Resorts") and our residential communities business segment ("Bluegreen Communities").

Our continuing operations relate to Bluegreen Resorts. Bluegreen Resorts markets, sells and manages vacation ownership interests ("VOIs") in resorts, which are generally located in popular, high-volume, "drive-to" vacation destinations, and were either developed or acquired by us or developed by others, in which case we earn fees for providing these services. VOIs in our resorts and those sold by us on behalf of third parties typically entitle the buyer to use resort accommodations through an annual or biennial allotment of "points" which represent their ownership and beneficial use rights in perpetuity in the Bluegreen Vacation Club (supported by an underlying deeded VOI held in trust for the buyer). Owners in the Bluegreen Vacation Club may stay in any of the 59 Bluegreen Vacation Club resorts or take advantage of an exchange program offered by a third-party world-wide vacation ownership exchange network of over 4,000 resorts and other vacation experiences such as cruises and hotel stays. Bluegreen Resorts also provides property and homeowners' association management services, VOI title services, mortgage servicing and resort amenity operational services. In addition, Bluegreen Resorts provides financing to individual purchasers of VOIs, which provides significant interest income to us.

Bluegreen Communities, which has been classified as a discontinued operation in all periods presented, markets residential homesites, the majority of which are sold directly to retail customers seeking to build a home generally in the future. Bluegreen Communities also has realty and daily-fee golf course operations. Bluegreen Communities' historical operations also included acquiring, developing and subdividing the property comprising its residential homesites. On May 4, 2012, we sold substantially all of the assets that comprise Bluegreen Communities to Southstar Development Partners, Inc. ("Southstar") for a purchase price of $29.0 million in cash. Southstar also agreed to pay an amount equal to 20% of the net proceeds (as calculated in accordance with the terms of the agreement) it receives upon its sale, if any, of two specified parcels of real estate to be purchased by Southstar under the agreement. Assets excluded from the sale included primarily Bluegreen Communities' notes receivable portfolio. See Note 10 to our Condensed Consolidated Financial Statements for additional information.

On November 11, 2011, we entered into a definitive merger agreement with BFC Financial Corporation ("BFC"), pursuant to which, subject to the terms and conditions thereof, we will become a wholly-owned subsidiary of BFC and our shareholders (other than BFC) will be entitled to receive eight shares of BFC's Class A Common Stock for each share of our common stock that they hold at the effective time of the merger (subject to adjustment in connection with the reverse stock split expected to be effected by BFC immediately prior to the consummation of the merger). BFC owns approximately 54% of our common stock as well as a controlling interest in BankAtlantic Bancorp, Inc. ("BankAtlantic Bancorp") and a non-controlling interest in Benihana, Inc. ("Benihana").

Following the announcement of our entry into the merger agreement, purported class action lawsuits seeking to enjoin the merger or, if it is completed, to recover relief as determined by the presiding court to be appropriate have been filed. See Note 8 to the Condensed Consolidated Financial Statements.

Certain of our outstanding facilities with Wells Fargo and RFA, which had an aggregate outstanding balance of approximately $14.5 million at March 31, 2012, require the prior consent of the lenders to the merger. The Wells Fargo loan ($13.6 million outstanding as of March 31, 2012) is due the earlier of June 30, 2012 or the closing of the merger. In April of 2012, we obtained RFA's consent to the merger.

If the merger is consummated, our common stock will no longer be listed for trading on the New York Stock Exchange (the "NYSE") or registered under the Exchange Act of 1934 (the "Exchange Act"). As described above, the merger agreement requires, as a condition to the merger, that BFC's Class A Common Stock be approved for listing on a national securities exchange at the effective time of the merger.

Bluegreen Resorts' results for the three months ended March 31, 2012 reflect our continued focus on our fee-based service business and our efforts to achieve selling and marketing efficiencies.

During the three months ended March 31, 2012:

• We generated "free cash flow" (cash flow from operating and investing activities) of $23.3 million compared to $34.0 million during the three months ended March 31, 2011. The decrease in cash from operating activities during the first quarter of 2012 compared to the same period in 2011 reflects $2.9 million higher VOI construction and development spending at our Bluegreen/Big Cedar Joint Venture and lower cash received from notes receivable due to the decreasing balance of the portfolio. Additionally, cash from operating activities in the first quarter of 2011 benefited from an income tax refund of approximately $2.5 million.

• We earned income from continuing operations of $8.5 million compared to $5.1 million during the three months ended March 31, 2011.

• VOI system-wide sales, which include sales of third-party inventory, were $74.7 million compared to $58.5 million during the three months ended March 31, 2011.

• We sold $19.7 million of third-party inventory and earned sales and marketing commissions of $12.8 million. Including our resort management, title services, construction management and other fee-based operations, our total fee-based service revenues were $31.6 million, a 13% increase over the same period in 2011.

We believe our fee-based service business enables us to leverage our expertise in resort management, sales and marketing, mortgage servicing, title services, and construction management to generate recurring revenues from third parties. Providing these services requires significantly less capital investment than our traditional vacation ownership business. Our goal is for fee-based services to become an increasing portion of our business over time; however, our efforts to do so may not be successful.

During the three months ended March 31, 2011 and 2012, we sold $16.9 million and $19.7 million, respectively, of third-party inventory and earned sales and marketing commissions of approximately $10.8 million and $12.8 million, respectively. Based on an allocation of our selling, marketing and field general and administrative expenses to these sales, we believe we generated approximately $1.2 million and $2.3 million in pre-tax profits by providing sales and marketing fee-based services during the three months ended March 31, 2011 and 2012, respectively.

Additionally, consistent with initiatives seeking to improve our liquidity, we continued to seek cash sales and larger customer down payments on financed sales. During the three months ended March 31, 2012, 58% of our VOI sales were paid in cash in full within approximately 30 days from the contract date. Refer to Liquidity and Capital Resources section below for additional information.

We have historically experienced and expect to continue to experience seasonal fluctuations in our gross revenues and results of operations. This seasonality may result in fluctuations in our quarterly operating results. Although we typically see more potential customers at our sales offices during the quarters ending in June and September, ultimate recognition of the resulting sales during these periods may be delayed due to down payment requirements for recognition of real estate sales under GAAP or due to the timing of development and the requirement that we use the percentage-of-completion method of accounting.

Notes Receivable and Allowance for Loan Losses

We offer financing to buyers of our VOIs who meet certain minimum requirements. On a more limited basis, Bluegreen Communities also offered financing to buyers of its homesites. Accordingly, we are subject to the risk of defaults by customers. GAAP requires that we reduce sales of VOIs by our estimate of future uncollectible note balances on originated VOI notes receivables, excluding any benefit for the value of future recoveries of defaulted VOI inventory. We update our estimate of such future losses each quarter, and consequently, the charge against sales in a particular period may be impacted, favorably or unfavorably, by a change in our expected losses related to notes originated in prior periods.

We seek to monetize our notes receivable by transferring the notes to warehouse purchase facilities, in which case the notes are legally sold to a special purpose entity for the benefit of a financial institution or conduit, or by pledging the notes as collateral for a receivables hypothecation loan. We attempt to maintain these diversified liquidity sources for our notes receivable in order to mitigate the risks of being dependent on a single source. Each such facility has eligibility standards for the notes receivable that may be sold or pledged under the facility. It is generally contemplated that notes receivable transferred to a warehouse purchase facility will ultimately be included in a future securitization of the transferred notes. The notes receivable securitized are determined during the negotiation of the securitization transaction, with the characteristics of the notes receivable selected determining the terms of the transaction. Notes receivable previously pledged as collateral for a receivable hypothecation loan may also be included in a term securitization transaction, however such notes are generally not included if doing so would result in a significant prepayment penalty. Further, based on the size and timing of the securitization, we may also choose to include newly originated notes receivable. Additionally, the specific characteristics of the notes receivable factor into whether such notes would be desirable to include in a securitization. Such factors may include delinquency status, FICO® score, interest rate, remaining term, outstanding balance and whether the obligor is foreign or domestic.

                                                         As of
                                               December 31,    March 31,
                                                   2011           2012
Notes receivable secured by VOIs:
VOI notes receivable - non-securitized        $      154,020   $  160,829
VOI notes receivable - securitized                   459,778      433,623
                                                     613,798      594,452
Allowance for loan losses - non-securitized          (22,739 )    (22,754 )
Allowance for loan losses - securitized              (83,874 )    (76,150 )
VOI notes receivable, net                     $      507,185   $  495,548

Allowance as a % of gross notes receivable                17 %         17 %

Notes receivable secured by homesites:
Notes receivable                              $        5,801   $    5,632
Allowance for loan losses                               (469 )       (418 )
Homesite notes receivable, net                $        5,332   $    5,214

Allowance as a % of gross notes receivable                 8 %          7 %
Total notes receivable:
Gross notes receivable                        $      619,599   $  600,084
Allowance for loan losses                           (107,082 )    (99,322 )
Notes receivable, net                         $      512,517   $  500,762
Allowance as a % of gross notes receivable                17 %         17 %

The activity in our allowance for uncollectible notes receivable for the three months ended March 31, 2012 was as follows (in thousands):

Balance, December 31, 2011                      $ 107,082
Provision for loan losses (1)                       6,706
Less: Write-offs of uncollectible receivables     (14,466 )
Balance, March 31, 2012                         $  99,322

(1) Includes provision for loan losses on notes receivable generated in connection with the sales of homesites.

Our estimates regarding our allowance for loan losses involve interpretation of historical data, the aging of receivables, current default trends by origination year, the impact of loan seasoning, current economic conditions, the economic outlook, and the FICO® scores of the borrowers at the time of origination. To the extent that our estimates change, our results of operations could be adversely affected. While we believe our notes receivable are adequately reserved at this time, future defaults may occur at levels greater than we expect. If the future performance of our loans varies from our expectations and estimates, additional charges may be required in the future.

                                                       For the 12 Month Period
          Average Annual Default Rates                     Ended March 31,
Division                                               2011               2012
Notes receivable secured by VOIs:
Loans originated prior to December 15, 2008(1)            12.2 %             10.3 %
Loans originated on or after December 15, 2008(1)          6.3 %(2)           6.2 %(2)
Notes receivable secured by homesites                      5.6 %             13.6 %

              Delinquency Rates (3)                          As of
                                                    December     March 31,
Division                                            31, 2011       2012
Notes receivable secured by VOIs:
Loans originated prior to December 15, 2008(1)            4.9 %         3.9 %
Loans originated on or after December 15, 2008(1)         3.0 %         2.3 %
Notes receivable secured by homesites                     3.1 %         1.8 %

(1) On December 15, 2008, we implemented our FICO® score-based credit underwriting program.

(2) Reflects, in management's opinion, the benefits of our FICO® score-based credit underwriting standards as well as our policy that loans are not defaulted until after 120 days past due.

(3) The percentage of our notes receivable portfolio that was over 30 days past due as of the dates indicated.

Substantially all defaulted VOI notes receivable result in a recovery of the related VOI that secured the note receivable, typically soon after default and at a nominal cost. We then attempt to resell the recovered VOI in the normal course of business.

Critical Accounting Policies and Estimates

Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of commitments and contingencies. On an ongoing basis, management evaluates its estimates, including those that relate to the estimated future sales value of inventory; the recognition of revenue, including revenue recognition under the percentage-of-completion method of accounting; our reserve for loan losses; the recovery of the carrying value of real estate inventories; the fair value of assets measured at, or compared to, fair value on a non-recurring basis such as assets held for sale, intangible assets and other long-lived assets; and the estimate of contingent liabilities related to litigation and other claims and assessments. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions and conditions. If actual results significantly differ from management's estimates, our results of operations and financial condition could be materially, adversely impacted. For a more detailed discussion of these critical accounting policies, see Critical Accounting Policies and Estimatesin our Annual Report.

Refer to Note 1 to our Condensed Consolidated Financial Statements for a description of accounting pronouncements adopted during the three months ended March 31, 2012.

Results of Operations

As described above and elsewhere in this report, the operating results of Bluegreen Communities, our residential communities business segment, have been classified as a discontinued operation. On May 4, 2012 we sold substantially all of the assets of Bluegreen Communities to Southstar as further described in Note 10 to Condensed Consolidated Financial Statements.

Information regarding the results of operations for Bluegreen Resorts for the three months ended March 31, 2011 and 2012 is set forth below (dollars in thousands):

                                                  For the Three Months Ended March 31,
                                                   2011                             2012
                                                                                           % of
                                                       % of System-                     System-wide
                                                       wide sales of                     sales of
                                        Amount           VOIs, net         Amount        VOIs, net
System-wide sales of VOIs (1)        $      58,474                       $   74,713
Changes in sales deferred under
timeshare accounting rules                    (516 )                         (5,003 )
System-wide sales of VOIs, net              57,958                100 %      69,710              100 %
Less: Sales of third-party VOIs            (16,910 )              (29 )     (19,722 )            (28 )
Gross sales of VOIs                         41,048                 71        49,988               72
Estimated uncollectible VOI notes
receivable (2)                              (4,119 )              (10 )      (6,668 )            (13 )
Sales of VOIs                               36,929                 64        43,320               62
Cost of VOIs sold (3)                      (10,538 )              (29 )      (9,142 )            (21 )
Gross profit (3)                            26,391                 71        34,178               79
Fee-based sales commission
revenue                                     10,764                 19        12,778               18
Other fee-based services revenue            17,200                 30        18,815               27
Cost of other fee-based services            (8,939 )              (15 )      (9,594 )            (14 )
Net carrying cost of VOI
inventory                                   (4,142 )               (7 )      (3,392 )             (5 )
Selling and marketing expenses             (28,529 )              (49 )     (32,656 )            (47 )
Field general and administrative
expenses (4)                                (4,186 )               (7 )      (4,475 )             (6 )
Operating profit                     $       8,559                 15 %  $   15,654               22 %

(1) Includes sales of VOIs made on behalf of third parties, which are transacted in the same manner as the sale of our VOI inventory.

(2) Percentages for estimated uncollectible VOI notes receivable are calculated as a percentage of gross sales of VOIs.

(3) Percentages for cost of VOIs sold and gross profit are calculated based on sales of VOIs.

(4) General and administrative expenses attributable to corporate overhead have been excluded from the table. Corporate general and administrative expenses totaled $10.4 million, and $13.3 million for the three months ended March 31, 2011 and 2012, respectively. (See Corporate General and Administrative Expenses below for further discussion).

System-wide sales of VOIs. System-wide sales of VOIs include sales of Bluegreen-owned VOIs as well as sales of VOIs owned by third parties. The sales of third-party VOIs are transacted as sales of timeshare interests in the . . .