•

the $75 million promissory issued by BVH in favor of New BBX Capital in connection with the Spin-Off;

•

the one-for-five reverse split of BVH’s Class A Common Stock and Class B Common Stock effected on July 22, 2020; and

•

the recognition of compensation expense related to the acceleration in August 2020 in contemplation of the Spin-Off of the vesting of restricted stock awards previously granted to BVH’s executives (for which unrecognized compensation expenses were $19.8 million as of June 30, 2020) and a total of approximately $19.5 million in cash paid to BVH’s executives for 2020 services and the payout of cash to settle BVH’s long-term incentive program for 2020 (which, in previous years, was generally paid primarily in stock awards).





BVH
Historical (A)

Spin-Off
Adjustments (B)

Transaction
Adjustments

BVH
Pro Forma

Revenues:

Sales of VOIs

$

—

—

Fee-based sales commissions

—

—

Other fee-based services

—

—

Cost reimbursements

—

—

Trade sales

) 

—

—

Sales of real estate inventory

) 

—

—

Interest income

) 

—

Net losses on sales of real estate assets

) 

—

—

Other revenue

) 

—

) 



Total revenues

) 

—



Costs and Expenses:

Cost of VOIs sold

—

—

Cost of other fee-based services

—

—

Cost reimbursements

—

—

Cost of trade sales

) 

—

—

Cost of real estate inventory sold

) 

—

—

Interest expense

(C) 

Recoveries from loan losses, net

) 

—

—

Impairment losses

) 

—

—

Selling, general and administrative expenses

) 

)(D) 



Total costs and expenses

) 

) 



Equity in net earnings of unconsolidated real estate joint ventures

) 

—

—

Other income

) 

—

Foreign exchange gain

) 

—

—



Loss before income taxes

) 

) 

Benefit for income taxes

)(E) 



Net loss

) 

) 

Less: Net (loss) income attributable to noncontrolling interests

) 

—



Net loss attributable to shareholders

$

) 

) 



Basic loss per share

$

) 

) 



Diluted loss per share

$

) 

) 



Basic weighted average number of common shares outstanding



Diluted weighted average number of common and common equivalent shares outstanding



Net loss

$

) 

) 

Other comprehensive loss, net of tax:

Unrealized lossgain on securities available for sale

) 

—

—

Foreign currency translation adjustments

) 

—

—



Other comprehensive loss, net

) 

—

—



Comprehensive loss, net of tax

) 

) 

Less: Comprehensive (loss) income attributable to noncontrolling interests

) 

—



Comprehensive loss attributable to shareholders

$

) 

) 



(A)

Historical amounts as reported by BVH in the BVH June 2020 10-Q.

(B)

Reflects the disposal of New BBX Capital’s operations as if the Spin-Off had occurred on January 1, 2019.

(C)

Represents interest expense on the $75.0 million promissory note issued by BVH in favor of New BBX Capital. Subject to the terms of the note described in the accompanying Current Report on Form 8-K, amounts outstanding will bear interest at a rate of 6.0% per annum.

(D)

Represents the estimated cost of services provided to New BBX Capital by BVH based on the expense allocation methodology used to prepare the carve-out financial statements of New BBX Capital included in the Information Statement, as described above.

(E)

Represents income before income taxes reduced by net income attributable to noncontrolling interest taxed as partnerships multiplied by BVH’s estimated annual effective income tax rate of approximately 6.5% for the six months ended June 30, 2020. The annual effective income tax rate was limited during the six months ended June 30, 2020 to the amount that would be recognized if the year-to-date loss was the loss for the full year ending December 31, 2020.





BVH
Historical (A)

Spin-Off
Adjustments (B)

Transaction
Adjustments

BVH

Pro
Forma

Revenues:

Sales of VOIs

$

—

—

Fee-based sales commissions

—

—

Other fee-based services

—

—

Cost reimbursements

—

—

Trade sales

) 

—

—

Sales of real estate inventory

) 

—

—

Interest income

) 

—

Net gains on sales of real estate assets

) 

—

—

Other revenue

) 

—



Total revenues

) 

—



Costs and Expenses:

Cost of VOIs sold

—

—

Cost of other fee-based services

—

—

Cost reimbursements

—

—

Cost of trade sales

) 

—

—

Cost of real estate inventory sold

) 

—

—

Interest expense

) 

(C) 

Recoveries from loan losses, net

) 

—

—

Impairment losses

) 

—

—

Selling, general and administrative expenses

) 

(D) 



Total costs and expenses

) 



Equity in net earnings of unconsolidated real estate joint ventures

) 

—

—

Other income

) 

—

) 

Foreign exchange loss

) 

—

—



Income (loss) before income taxes

) 

) 

) 

Provision for income taxes

) 

)(E) 

) 



Net income (loss)

) 

) 

) 

Less: Net income attributable to noncontrolling interests

) 

—



Net income (loss) attributable to shareholders

$

) 

) 

) 



Basic earnings (loss) per share

$

) 



Diluted earnings (loss) per share

$

) 



Basic weighted average number of common shares outstanding

—

)(F) 



Diluted weighted average number of common and common equivalent shares outstanding

—

)(F) 



Net income (loss)

$

) 

) 

) 

Other comprehensive income, net of tax:

Unrealized gain loss on securities available for sale

) 

—

—

Foreign currency translation adjustments

) 

—

—



Other comprehensive income, net

) 

—

—



Comprehensive income (loss), net of tax

) 

) 

) 

Less: Comprehensive income attributable to noncontrolling interests

) 

—



Comprehensive income (loss) attributable to shareholders

$

) 

) 

) 



(A)

Historical amounts as reported by BVH in the BVH 2020 10-K. 

(B)

Reflects the disposal of New BBX Capital’s operations as if the Spin-Off had occurred on January 1, 2019.

(C)

Represents interest expense on the $75.0 million promissory note issued by BVH in favor of New BBX Capital. Subject to the terms of the note described in the accompanying Current Report on Form 8-K, amounts outstanding will bear interest at a rate of 6.0% per annum.

(D)

Represents compensation expense recognized in connection with the Spin-Off as if the expenses had been recognized on January 1, 2019, including $14.9 million of unrecognized share based compensation costs as of January 1, 2019 associated with the accelerated vesting of restricted stock awards and the $14.1 million cash settlement of BVH’s long-term incentive plan (which was historically paid primarily in restricted stock awards) for 2020, partially offset by the allocation of $21.0 million of expenses to New BBX Capital as the estimated cost of services provided to New BBX Capital by BVH based on the expense allocation methodology used to prepare the carve-out financial statements of New BBX Capital included in the Information Statement, as described above.

(E)

Represents income before income taxes reduced by net income attributable to noncontrolling interest taxed as partnerships and adjusted for permanent differences multiplied by the statutory income tax rate of approximately 24% for the year ended December 31, 2019.

(F)

The amounts represent the adjustment to the historical weighted average basic and diluted common shares outstanding for the one-for-five reverse split of BVH’s Class A Common Stock and Class B Common Stock effected on July 22, 2020 and the accelerated vesting of outstanding restricted stock awards as of January 1, 2019 (or when the restricted stock awards were granted if the grant date for the applicable award was subsequent to January 1, 2019).





BVH
Historical (A)

Spin-Off
Adjustments (B)

Transaction
Adjustments

BVH

Pro
Forma

ASSETS

Cash and cash equivalents

$

) 

)(C) 

Restricted cash

) 

—

Notes receivable, net

—

—

Trade inventory

) 

—     

—

Vacation ownership interest (“VOI”) inventory

—

—

Real estate

) 

—

—

Investments in unconsolidated real estate joint ventures

) 

—

—

Property and equipment, net

) 

—

Goodwill

) 

—

—

Intangible assets, net

) 

—

Operating lease assets

) 

—

Other assets

) 

—



Total assets

) 

) 



LIABILITIES AND EQUITY

Liabilities:

Accounts payable

) 

—

Deferred income

) 

—

Escrow deposits

—

—

Other liabilities

) 

)(D) 

Receivable-backed notes payable— recourse

—

—

Receivable-backed notes payable— non-recourse (in VIEs)

—

—

Notes payable and other borrowings

) 

—

Junior subordinated debentures

—

—

Note payable to New BBX Capital

—

—

(E) 

Operating lease liabilities

) 

—

Deferred income taxes

) 

—



Total liabilities

) 



Commitments and contingencies

Redeemable noncontrolling interest

) 

—

—

Equity:

Preferred stock of $.01 par value; authorized 10,000,000 shares

—

—

—

—

Class A Common Stock of $.01 par value; authorized 30,000,000 shares;

issued and outstanding 15,132,730; 15,624,091 pro forma

—

(F) 

Class B Common Stock of $.01 par value; authorized 4,000,000 shares ; issued and outstanding 3,164,908; 3,693,596 pro forma

—

(F) 

Additional paid-in capital

—

)(F)