<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>d26174_10k.txt
<DESCRIPTION>FORM 10-K
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
   [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended April 1, 2001

                                       OR

   [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-19292

                            BLUEGREEN(R) CORPORATION
             (Exact name of registrant as specified in its charter)

               Massachusetts                              03-0300793
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)

         4960 Conference Way North, Suite 100, Boca Raton, Florida 33431
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (561) 912-8000

Securities Registered Pursuant to Section 12(b) of the Act:

                                                        Name of each exchange
       Title of each class                               on which registered
       -------------------                               -------------------

Common Stock, $.01 par value                            New York Stock Exchange,
                                                        Pacific Stock Exchange

8.25% Convertible Subordinated Debentures
due 2012                                                New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:  None.

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in the definitive proxy statement incorporated
by reference into Part III of this Form 10-K. [ ]

     State the aggregate market value of the voting stock held by non-affiliates
of the  registrant:  $33,364,477  based  upon  the  closing  sale  price  of the
Company's  Common  Stock on the New York Stock  Exchange on June 28, 2001 ($2.12
per  share).  For this  purpose,  "affiliates"  include  members of the Board of
Directors of the Company,  members of executive management and all persons known
to be the beneficial owners of more than 5% of the Company's  outstanding Common
Stock.  The market  value of voting  stock held by  non-affiliates  excludes any
shares issuable upon conversion of any 8.25% Convertible Subordinated Debentures
which are convertible at a current conversion price of $8.24 per share.

     Indicate the number of shares outstanding and approximate number of holders
of  each  of  the  registrant's  classes  of  Common  Stock,  as of  the  latest
practicable date:  24,190,136 shares of Common Stock, $.01 par value outstanding
and approximately 5,900 record holders as of June 28, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Specifically   identified  portions  of  the  Company's   definitive  proxy
statement  to be filed for its  Annual  Meeting  of  Shareholders  to be held on
August 2, 2001 (the "Proxy  Statement") are  incorporated by reference into Part
III hereof.

<PAGE>

                              BLUEGREEN CORPORATION
                       INDEX TO ANNUAL REPORT ON FORM 10-K

                                                                            PAGE

                                     PART I

Item 1.   BUSINESS...........................................................  1

Item 2.   PROPERTIES......................................................... 18

Item 3.   LEGAL PROCEEDINGS.................................................. 18

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................ 19

                                     PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
              MATTERS........................................................ 19

Item 6.   SELECTED FINANCIAL DATA............................................ 20

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
              AND FINANCIAL CONDITION........................................ 21

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......... 36

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................ 37

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE........................................... 73

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................. 73

Item 11.  EXECUTIVE COMPENSATION............................................. 73

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..... 73

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................... 73

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.... 73

Signatures................................................................... 75

Exhibit Index................................................................ 76

Note:     The term  "Bluegreen"  is registered in the U.S.  Patent and Trademark
          office by Bluegreen Corporation.

          The term "Big Cedar" is  registered  in the U.S.  Patent and Trademark
          office by Big Cedar L.L.C.

<PAGE>

                                     PART I

Item 1. BUSINESS.

Summary

     Bluegreen Corporation (the "Company") is a leading marketer of vacation and
residential  lifestyle choices through its resorts and residential land and golf
businesses.  The Company's resorts business (the "Resorts  Division")  acquires,
develops and markets timeshare interests in resorts generally located in popular
high-volume, "drive-to" vacation destinations.  "Timeshare Interests" are of two
types:  one which entitles the fixed-week  buyer to a  fully-furnished  vacation
residence  for an annual  one-week  period in  perpetuity  and the second  which
entitles the buyer of the Company's  points-based  Bluegreen  Vacation  Club(TM)
product to an annual  allotment  of  "points"  in  perpetuity  (supported  by an
underlying  deeded  fixed  timeshare  week being  held in trust for the  buyer).
"Points"  may be exchanged  by the buyer in various  increments  for lodging for
varying  lengths of time in  fully-furnished  vacation  residences at any of the
Company's participating resorts. A Timeshare Interest also entitles the buyer to
access over 3,500  resorts  worldwide  through the  Company's  participation  in
timeshare exchange networks.  The Company currently develops,  markets and sells
Timeshare  Interests  in 12  resorts  located  in  the  United  States  and  the
Caribbean.  The Company  also  markets and sells  Timeshare  Interests  at three
off-site  sales  locations.  Prior to investing in new timeshare  projects,  the
Company  performs  market  research  and testing  and,  prior to  completion  of
development,  seeks to pre-sell a significant portion of its Timeshare Interests
inventory.  The Company's  residential land and golf business (the  "Residential
Land and Golf Division") acquires,  develops and subdivides property and markets
the subdivided residential lots to retail customers seeking to build a home in a
high quality residential  setting, in some cases on properties  featuring a golf
course and related amenities.  The Residential Land and Golf Division's strategy
is to locate its projects near major metropolitan  centers outside the perimeter
of intense  subdivision  development or in popular retirement areas. The Company
has focused the Residential Land and Golf Division's  activities in certain core
markets in which the Company has developed  substantial  marketing expertise and
has a strong track record of success.  Prior to acquiring  Residential  Land and
Golf  Division  properties,  the Company  typically  utilizes  market  research,
conducts due  diligence  and, in the case of new project  locations,  engages in
pre-marketing techniques to evaluate market response and price acceptance.  Once
a parcel of property is acquired,  the Company  seeks to pre-sell a  significant
portion of its planned  residential  lots on such  property  prior to  extensive
capital  investment as a result of the Company's ability to bond its projects to
completion.  The Company also generates  significant interest income through its
financing of  individual  purchasers  of Timeshare  Interests  and, to a nominal
extent, land sold by the Residential Land and Golf Division.

     For the purposes of this discussion,  "estimated remaining  life-of-project
sales"  assumes  sales  of  the  existing,   currently  under   construction  or
development,  and planned  Timeshare  Interests or residential lots, as the case
may be, at current retail  prices.  No assurances can be given that actual sales
will meet expectations.

     Market and industry data used  throughout this Form 10-K were obtained from
internal company surveys,  industry publications,  unpublished industry data and
estimates,   discussions   with  industry   sources  and   currently   available
information. The sources for this data include, without limitation, the American
Resort Development  Association  ("ARDA"),  a non-profit industry  organization.
Industry publications generally state that the information contained therein has
been  obtained  from  sources  believed  to be  reliable,  but  there  can be no
assurance as the accuracy and completeness of such information.  The Company has
not  independently  verified  such  market  data.  Similarly,  internal  Company
surveys, while believed by the Company to be reliable, have not been verified by
any independent  sources.  Accordingly,  no assurance can be given that any such
data are accurate.

     The Resorts Division. The Company's Resorts Division was founded in 1994 to
capitalize on the growth of the timeshare industry.  According to ARDA and other
industry sources, timeshare industry sales grew at growth rates ranging from 14%
to 17% annually  during the period from 1992 through 2000. No assurances  can be
given that these  industry  growth rates will  continue.  The Company  currently
markets and sells  Timeshare  Interests in twelve  resorts  located in the Smoky
Mountains of Tennessee; Myrtle Beach and Charleston, South Carolina; Orlando and
Surfside,  Florida;  Branson and Ridgedale,  Missouri;  Gordonsville,  Virginia;
Wisconsin Dells,  Wisconsin and Aruba. In addition, the Company also markets and
sells  Timeshare  Interests at three off-site  sales  offices.  Through April 1,
2001,  the Company has sold  approximately  50,952  Timeshare  Interests  at its
resorts.  As of April 1,  2001,  the  Company  had  68,887  completed  Timeshare
Interests  at its resorts,  1,248  Timeshare  Interests  under  construction  or
development  and plans to  develop  approximately  66,607  additional  Timeshare
Interests at existing resorts.  Based on the foregoing,  the Resorts  Division's
estimated remaining  life-of-project sales were approximately $939 million as of
April 1, 2001,  based on retail prices at that date. The Company also manages 20
timeshare  resorts  (including  ten of its own  resorts)  with an  aggregate  of
approximately 70,000 members.


                                       1
<PAGE>

     The Resorts  Division uses a variety of  techniques to attract  prospective
purchasers  of  Timeshare  Interests,  including  telemarketing  mini-vacations,
kiosks in retail and hotel locations,  targeted  mailings,  marketing to current
owners of Timeshare Interests and referrals.  To support its marketing and sales
efforts,  the Company has  developed  and  continues  to enhance its database to
track its timeshare  marketing and sales programs.  Management believes that, as
the  Company's   timeshare   operations  grow,  this  database  will  become  an
increasingly  significant  asset,  enabling it to take advantage of, among other
things, less costly marketing and referral opportunities.

     According to ARDA,  the primary  reason cited by consumers for purchasing a
Timeshare  Interest  is  the  ability  to  exchange  a  Timeshare  Interest  for
accommodations at other resorts through worldwide exchange networks. Each of the
Company's  timeshare  resorts  is  affiliated  with  either  Resort  Condominium
International,  Inc. ("RCI") or Interval  International  ("II"), the two largest
worldwide  timeshare  exchange  companies.  Participation in an exchange network
entitles  owners to exchange their annual  Timeshare  Interests for occupancy at
over 3,500  participating  RCI  resorts or over 1,900  participating  II resorts
worldwide.  To further  enhance the ability of its Timeshare  Interest owners to
customize  their  vacation  experience,  the  Company  has  also  implemented  a
points-based  Bluegreen  Vacation  Club(TM)  system which  permits its Timeshare
Interest owners to purchase an annual  allotment of points which can be redeemed
for occupancy rights at most  Company-owned  and certain  participating  managed
resorts. At April 1, 2001, the Company's approximately 38,000 Bluegreen Vacation
Club(TM) members could choose to use their points at 28 resorts in the Bluegreen
system.  The Company also has a Vacation Club(TM) Sampler program,  which allows
Sampler package purchasers to enjoy substantially the same amenities, activities
and service offered to the Company's  regular  Vacation  Club(TM)  members for a
one-year  trial  period.  The  Company  benefits  from the  Sampler  program  by
recapturing  some of the costs  incurred in initially  marketing to  prospective
customers through the price of the Sampler package and having the opportunity to
remarket the Company's  Timeshare  Interests to the Sampler  customers when they
use their trial memberships at the Company's resorts.

     Prior to acquiring property for resorts,  the Resorts Division undertakes a
full property review, including physical and environmental assessments, which is
presented  for  approval  to  the  Company's  Investment  Committee,  which  was
established  in 1990 and  consists of certain key members of senior  management.
During the review process,  acquisition  specialists analyze market, tourism and
demographic data as well as the quality and diversity of the location's existing
amenities and  attractions to determine the potential  strength of the timeshare
market  in  such  area  and  the  availability  of  a  variety  of  recreational
opportunities for prospective Timeshare Interest purchasers.

     The Company has historically provided financing to approximately 97% of its
timeshare  customers,  who are required to make a downpayment of at least 10% of
the Timeshare  Interest sales price and who typically finance the balance of the
sales  price  over a period  of seven to ten  years.  As of April 1,  2001,  the
Company had a  timeshare  receivables  portfolio  totaling  approximately  $64.3
million  in  principal  amount,  with a  weighted-average  contractual  yield of
approximately  15.7% per annum.  During  fiscal 2001,  the Company  maintained a
timeshare  receivables  warehouse facility and a separate timeshare  receivables
purchase  facility  to  accelerate  cash  flows  from  the  Company's  timeshare
receivables.  The warehouse and purchase  facilities expire in October 2001, and
the Company is currently negotiating replacement  facilities.  No assurances can
be given that such  negotiation  will be  successful  or that the  Company  will
obtain  a new  facility  on  attractive  terms  if  at  all.  See  "Management's
Discussion  and  Analysis  of Results of  Operations  and  Financial  Condition"
("MD&A").

     The  Residential  Land and Golf  Division.  The  Residential  Land and Golf
Division is focused  primarily on land and golf  community  projects  located in
states in which the Company has  developed  marketing  expertise and has a track
record of success,  such as Texas,  North  Carolina and Virginia.  The aggregate
carrying amount of Residential Land and Golf Division inventory at April 1, 2001
was $96.6 million.  The Residential Land and Golf Division's estimated remaining
life-of-project  sales were  approximately  $402.7 million at April 1, 2001. The
Company  believes no other company in the United  States of  comparable  size or
financial  resources  markets  and sells  residential  land  directly  to retail
customers.

     The Residential  Land and Golf Division  targets families seeking a quality
lifestyle  improvement,  which is generally  unavailable in traditional suburban
developments.  Based  on the  Company's  experience  in  marketing  and  selling
residential lots to its target customers, the Company has been able to develop a
marketing and sales program that generates a significant number of on-site sales
presentations to potential  prospects  through  low-cost,  high-yield  newspaper
advertising.  In  addition,  STARS,  the  Residential  Land and Golf  Division's
customer relationship  management computer software system,  enables the Company
to compile,  process and maintain information  concerning future sales prospects
within  each  of its  operating  regions  and  track  the  effectiveness  of its
advertising  and marketing  programs  relative to sales  generated.  Through the
Company's targeted sales and marketing program, the Company believes that it has
been  able to  achieve  an  attractive  conversion  ratio of sales to  prospects
receiving on-site sales presentations.


                                       2
<PAGE>

     The  Residential  Land and Golf Division  acquires and develops land in two
markets:  (i) near major  metropolitan  centers  but outside  the  perimeter  of
intense  subdivision  development;  and (ii) popular  retirement areas. Prior to
acquiring  undeveloped  land, the Company  researches market depth and forecasts
market  absorption.  In new market areas, the Company typically  supplements its
research with a structured  classified  advertisement test marketing system that
evaluates  market  response  and  price  acceptance.  The  Company's  sales  and
marketing  efforts begin as soon as practicable after the Company enters into an
agreement to acquire a parcel of land. The Company's ability to bond projects to
completion  generally allows it to sell a significant portion of its residential
land  inventory  on a  pre-development  basis,  thereby  reducing  the amount of
external  capital  needed  to  complete  improvements.  As is the case  with the
Resorts  Division,  all  acquisitions  of  Residential  Land and  Golf  Division
properties are subject to Investment Committee approval.

     In fiscal 1997, the Company began  construction of its first daily-fee golf
course as part of its long-term  plan to  participate  in the growing  daily-fee
golf market.  The Company believes that daily-fee golf courses are an attractive
amenity  that  will  increase  the  marketability  of  the  Company's   adjacent
residential  lots in certain  projects.  The  Company's  first golf course,  the
Carolina  National Golf Club ("Carolina  National"),  is located near Southport,
North Carolina,  just 30 miles north of Myrtle Beach, South Carolina, one of the
nation's most popular golf  destinations,  and was designed by Masters  Champion
Fred  Couples.  The Company  opened the first 18 holes of Carolina  National for
play in July 1998. In fiscal 2000, the Company  opened an additional  nine holes
at Carolina  National  along with a new  clubhouse,  featuring food and beverage
operations  and an  expanded  pro  shop.  In  fiscal  2000,  the  Company  began
construction at Brickshire,  a new residential land and golf course community in
New Kent County,  Virginia.  The Company  expects that  Brickshire will open its
18-hole golf course,  designed by two-time U.S. Open Champion Curtis Strange, in
Spring 2002. In fiscal 2001, the Company began  construction  of an 18-hole golf
course  designed by P.G.A.  Champion Davis Love III adjacent to its  residential
land project near Chapel Hill,  North Carolina,  known as The Preserve at Jordan
Lake. The Company intends to expand its golf course  community  residential land
offerings into markets with attractive  demographics for such properties.  There
can be no assurances  that the  Company's  strategy for this  expansion  will be
successful.

     The  Company's  business  involves  certain risks and  uncertainties  (This
Annual Report contains certain forward-looking  statements within the meaning of
the Private Securities Litigation Reform Act of 1999. See "MD&A").

     The Company's  executive  offices are located at 4960 Conference Way North,
Suite 100, Boca Raton,  Florida 33431.  The Company's  telephone  number at such
address is (561) 912-8000.

     See also MD&A and Note 17 of Notes to Consolidated Financial Statements for
additional financial information on the Company's business segments.

Industry Overviews

  Resorts Division

     The  Market.  The resort  component  of the  leisure  industry  is serviced
primarily by two separate alternatives for overnight accommodations:  commercial
lodging  establishments  and  timeshare  resorts.  Commercial  lodging  consists
principally of hotels and motels in which a room is rented on a nightly,  weekly
or monthly  basis for the  duration  of the visit or rentals of  privately-owned
condominium  units or  homes.  For many  vacationers,  particularly  those  with
families,  a lengthy stay at a quality commercial  lodging  establishment can be
expensive,  and the space provided to such  vacationers by these  establishments
relative  to the  cost is often  not  economical.  In  addition,  room  rates at
commercial  lodging  establishments  are  subject  to  change  periodically  and
availability is often uncertain.  The Company  believes that Timeshare  Interest
ownership presents an attractive vacation alternative to commercial lodging.

     First introduced in Europe in the mid-1960's,  Timeshare Interest ownership
has been one of the fastest growing  segments of the  hospitality  industry over
the past two decades.  According to ARDA and other industry  sources,  timeshare
industry sales grew at growth rates ranging from 14% to 17% annually  during the
period from 1992 through 2000. Also, the number of timeshare resorts  worldwide,
the number of Timeshare  Interests owned and the number of timeshare owners grew
by  approximately  187%,  550% and 500%,  respectively,  from  1985 to 1998.  No
assurances can be given that such industry growth rates will continue.

     The Company  believes that,  based on ARDA reports and other industry data,
the  following  factors have  contributed  to the  increased  acceptance  of the
timeshare  concept among the general  public and the  substantial  growth of the
timeshare industry:


                                       3
<PAGE>

     o    Consumer  awareness of the value and  benefits of  Timeshare  Interest
          ownership,  including  the cost  savings  relative  to  other  lodging
          alternatives;

     o    Flexibility  of  Timeshare  Interest  ownership  due to the  growth of
          international   exchange   organizations   such  as  II  and  RCI  and
          points-based vacation club systems;

     o    The quality of the timeshare resorts and their management;

     o    Consumer confidence  resulting from consumer protection  regulation of
          the timeshare  industry and an influx of brand name  national  lodging
          companies to the timeshare industry; and

     o    Availability  of  consumer   financing  for  purchasers  of  Timeshare
          Interests.

     The  timeshare  industry  traditionally  has  been  highly  fragmented  and
dominated  by a large  number  of  local  and  regional  resort  developers  and
operators, each with small resort portfolios generally of differing quality. The
Company  believes that one of the most significant  factors  contributing to the
current  success of the timeshare  industry is the entry into the market of some
of the world's major lodging,  hospitality and entertainment companies,  such as
Marriott,  Disney,  Hilton,  Hyatt,  Four  Seasons,  Starwood,  Carlson and Bass
Hotels. Although timeshare operations currently comprise only a small portion of
these companies' overall operations, the Company believes that their involvement
in  the  timeshare  industry,  together  with  other  publicly-traded  timeshare
companies, has enhanced the industry's image with the general public.

     The Consumer.  According to information  compiled by ARDA, customers in the
40-49 year age range  represented  approximately  32% of all Timeshare  Interest
owners in the United States in 1998. Historically, the median age of a Timeshare
Interest  buyer at the time of  purchase  was 49.  The median  annual  household
income  of  Timeshare   Interest  owners  in  the  United  States  in  1998  was
approximately  $77,000,  with approximately 24% of all Timeshare Interest owners
having annual  household  incomes  greater than $100,000.  The Company  believes
that, despite the industry's  growth,  Timeshare Interest ownership has achieved
only an approximate 5% market  penetration  among United States  households with
incomes above $50,000 per year.

     Timeshare  Interest  Ownership.   The  purchase  of  a  Timeshare  Interest
typically  entitles  the  buyer  to use a  fully-furnished  vacation  residence,
generally for a one-week  period each year in perpetuity.  Typically,  the buyer
acquires an ownership interest in the vacation residence, which is often held as
tenant-in-common  with  other  buyers  of  interests  in the  property.  Under a
points-based  vacation  club  system,  members  purchase an annual  allotment of
points that can be  redeemed  for  occupancy  rights at  participating  resorts.
Compared to other  vacation  ownership  arrangements,  the  points-based  system
offers members greater  flexibility in planning their  vacations.  The number of
points that are  required  for a stay at any one resort  varies,  depending on a
variety of  factors,  including  the resort  location,  the size of a unit,  the
vacation  season and the days of the week used.  Under this system,  members can
select vacations according to their schedules, space needs and available points.
Subject to certain restrictions, members are typically allowed to carry over for
one year any unused points and to "borrow" points from the forthcoming  year. In
addition,  members are required to pay annual fees for certain  maintenance  and
management  costs  associated  with the  operation  of the resorts  based on the
number of points to which they are  entitled.  As of April 1,  2001,  all of the
Company's  sales offices,  with the exception of its La Cabana Beach and Racquet
Club(TM)  sales office in Aruba,  were selling  Timeshare  Interests  within the
Bluegreen Vacation Club(TM) system.

     The owners of Timeshare  Interests  manage the property through a nonprofit
homeowners'  association,  which is governed by a board of directors or trustees
consisting of representatives of the developer and owners of Timeshare Interests
at the resort.  The board hires a management  company to which it delegates many
of the rights and  responsibilities  of the homeowners'  association,  including
grounds  landscaping,  security,  housekeeping and operating  supplies,  garbage
collection,  utilities,  insurance,  laundry and repairs and maintenance.  As of
April 1, 2001, the Company's  resort  property  management  division  managed 20
resorts  (including  ten of the  Company's  resorts) and served an owner base of
approximately 70,000.

     Each  Timeshare   Interest  owner  is  required  to  pay  the   homeowners'
association a share of all costs of maintaining the property.  These charges can
consist of an annual  maintenance  fee plus  applicable  real  estate  taxes and
special  assessments,  assessed on an as-needed basis. If the Timeshare Interest
owner does not pay such  charges,  such owner's use rights may be suspended  and
the homeowners' association may foreclose on the owner's Timeshare Interest.

     Participation in Independent  Timeshare  Interest  Exchange  Networks.  The
Company  believes that its Timeshare  Interests are made more  attractive by the
Company's  affiliation with Timeshare Interest exchange networks operated by RCI
and II, the two  largest  timeshare  exchange  companies  worldwide.  Ten of the
Company's  timeshare resorts are affiliated with RCI and have been awarded RCI's
highest designation (Gold Crown), while the La Cabana


                                       4
<PAGE>

Beach and Racquet  Club(TM)  resort in Aruba (the "Aruba  Resort") is affiliated
with II. The Company's  newest resort on the beach in Surfside,  Florida will be
affiliated  with RCI when it opens for sales during  fiscal 2002 and as a result
has not yet been rated. A Timeshare Interest owner's participation in the RCI or
II exchange  network (the fee for which is paid by the Company in the first year
of such  owner's  participation)  allows  such  owner  to  exchange  his  annual
Timeshare Interest for occupancy at over 3,500 participating resorts in the case
of RCI and  over  1,900  participating  resorts  in the case of II,  based  upon
availability  and the payment of a variable  exchange fee. A member may exchange
his Timeshare Interest for an occupancy right in another participating resort by
listing his Timeshare  Interest as available with the exchange  organization and
by  requesting  occupancy  at  another  participating  resort,   indicating  the
particular resort or geographic area to which the member desires to travel,  the
size of the unit desired and the period during which  occupancy is desired.  The
exchange network assigns ratings to each listed Timeshare Interest, based upon a
number of factors,  including the location and size of the unit,  the quality of
the resort and the period during which the Timeshare Interest is available,  and
attempts to satisfy the exchange  request by  providing  an  occupancy  right in
another  Timeshare  Interest with a similar rating.  If the exchange  network is
unable to meet the member's initial  request,  it suggests  alternative  resorts
based on  availability.  The  failure of the  Company  or any of its  resorts to
participate  in qualified  exchange  networks or the failure of such networks to
operate effectively could have a material adverse effect on the Company.

  Residential Land and Golf Division

     The Residential Land and Golf Division  operates within a specialized niche
of the real estate  industry  which focuses on the sale of  residential  land to
retail  customers  who  intend to build a home on such land at some point in the
future. The participants in this market are generally individual  landowners who
are  selling  specific  parcels  of  property  and  small  developers  who focus
primarily on projects in their  region.  Although no specific  data is available
regarding this market niche,  the Company  believes that no other company in the
United States of comparable size or financial  resources  currently  markets and
sells residential land directly to retail customers.

     Unlike  commercial  homebuilders  who focus on  vertical  development,  the
Residential Land and Golf Division focuses  primarily on horizontal  development
activities,  such as grading,  roads and  utilities.  As a result,  the projects
undertaken by the Company are  significantly  less capital  intensive than those
undertaken by the commercial  homebuilders,  which reduces the Company's risk of
holding a large  inventory  of property.  See "MD&A" for a  discussion  of these
risks.  The Company believes that its market is also the beneficiary of a number
of trends, including the large number of people entering into the 40-55 year age
bracket  and the  economic  and  population  growth in  certain  of its  primary
markets.

     The  Residential  Land and Golf Division is also focused on the development
of golf  courses and related  amenities as the  center-pieces  of certain of the
Company's  residential  land  properties.  As of April 1, 2001,  the Company was
marketing  residential  land lots in five  projects  that  include  golf courses
developed either by the Company or a third party. The Company intends to acquire
and  develop  additional  golf  communities,  as  management  believes  that the
demographics  and  marketability  of such  properties  are  consistent  with the
Company's  overall  residential land strategy.  Golf  communities  typically are
larger, multi-phase properties,  which require a greater capital commitment than
the Company's single-phase residential land projects. There can be no assurances
that the  Company  will be able to  successfully  implement  its golf  community
strategy.

Company Products

  Timeshare Resorts

     All of the Company's  resorts,  with the exception of the Aruba Resort, are
part of the Bluegreen Vacation  Club(TM).  The Company currently sells consumers
an annual allotment of "points" in perpetuity (supported by an underlying deeded
fixed  timeshare  week  being  held in trust  for the  buyer).  "Points"  may be
exchanged by the buyer in various  increments for lodging for varying lengths of
time in  fully-furnished  vacation  residences  at the  Company's  participating
resorts.  In addition to the  Company's  resorts,  Bluegreen  Vacation  Club(TM)
owners can use their  points to stay at 18  additional  resorts not owned by the
Company,  primarily  located  in  Florida.  By selling  points in the club,  the
Company has the flexibility to deed timeshare interests in its resorts at any of
its sales  locations,  both on-site  (i.e.,  located on a resort  property)  and
off-site.

     Set  forth  below  is a  description  of  each of the  Company's  timeshare
resorts.  All units at most of the properties have certain  standard  amenities,
including  a full  kitchen,  at least two  televisions,  a VCR  player  and a CD
player.  Some units have additional  amenities,  such as big screen televisions,
fireplaces,  Jacuzzi tubs and video game systems. Most properties offer guests a
clubhouse (with an indoor and/or outdoor pool, a game room,  exercise facilities
and a lounge) and a  hotel-type  staff.  The Company  manages all of its resorts
with the exception of the Aruba Resort.


                                       5
<PAGE>

     MountainLoft(TM) -- Gatlinburg,  Tennessee.  The MountainLoft(TM) Resort in
Gatlinburg,  Tennessee is located near the Great Smoky  Mountains  National Park
and is minutes from the family attractions of Pigeon Forge, Tennessee. Units are
located in individual  chalets or mid-rise villa  buildings.  Each unit is fully
furnished with a whirlpool bath and private balconies, and certain units include
gas fireplaces.

     Laurel Crest(TM) -- Pigeon Forge, Tennessee. Laurel Crest(TM) is located in
proximity to the Great Smoky  Mountains  National Park and the  Dollywood  theme
park.  In addition,  visitors to Pigeon Forge can enjoy over 200 factory  outlet
stores and music shows featuring renowned country music stars as well as partake
in a variety of outdoor  activities,  such as horseback  riding,  trout fishing,
boating, golfing and white water rafting.

     Shore  Crest(TM)  Vacation Villas -- Myrtle Beach,  South  Carolina.  Shore
Crest(TM)  Vacation  Villas is located on the beach in the Windy Hill section of
North  Myrtle  Beach  a  mile  from  the  famous  Barefoot  Landing,   with  its
restaurants, theaters, shops and outlet stores.

     Harbour  Lights(TM) -- Myrtle Beach, South Carolina.  Harbour  Lights(TM)is
located in the Fantasy Harbour Complex in the center of Myrtle Beach. Nearby are
Theater Row,  shopping,  golf and restaurants.  The resort's  Activities  Center
overlooks the Intracoastal Waterway.

     The Falls  Village(TM)  --  Branson,  Missouri.  The Falls  Village(TM)  is
located in the Ozark Mountains.  Fishing,  boating and swimming are available at
nearby Table Rock Lake and Lake  Taneycomo,  and area theaters  feature shows by
country music stars.  Most resort  customers  come from areas within an eight to
ten hour drive of Branson.

     Christmas  Mountain  Village(TM) -- Wisconsin Dells,  Wisconsin.  Christmas
Mountain Village(TM) offers a 27-hole golf course and seven ski trails served by
two chair lifts.  Other  on-site  amenities  include  horseback  riding,  tennis
courts, a five-acre lake with paddleboats and rowboats and four outdoor swimming
pools.  Christmas Mountain  Village(TM)  attracts  customers  primarily from the
greater  Chicago area and other  locations  within an eight to ten hour drive of
Wisconsin Dells.

     Orlando's Sunshine(TM) -- Orlando,  Florida.  Orlando's Sunshine(TM) Resort
is located on  International  Drive,  near  Wet'n'Wild  water park and Universal
Studios.  During fiscal 2000, the Company completed  construction on Phase II of
the Orlando's  Sunshine(TM) Resort, which includes 60 units, an outdoor swimming
pool, hot tub and tennis courts.

     La Cabana Beach Resort & Racquet  Club(TM) -- Aruba.  Bluegreen  Properties
N.V.  acquired  the unsold  Timeshare  Interest  inventory  of the Aruba  Resort
(approximately  8,000  Timeshare  Interests)  in  December  1997 and  additional
Timeshare Interests from time to time thereafter. Established in 1989, the Aruba
Resort  is a  449-suite  ocean  front  property,  which  offers  one-,  two- and
three-bedroom  suites,  garden  suites  and  penthouse  accommodations.  On-site
amenities include tennis,  racquetball,  squash, a casino, two pools and private
beach cabanas, none of which are owned or managed by the Company.

     Shenandoah Crossing(TM) -- Gordonsville,  Virginia. Shenandoah Crossing(TM)
features an 18-hole  golf  course,  indoor and  outdoor  pools,  tennis  courts,
horseback riding trails and a lake for swimming, fishing and boating.

     The  Lodge  Alley  Inn(TM)  --  Charleston,   South  Carolina.  Located  in
Charleston's  historic  district,  the Lodge  Alley  Inn(TM)  includes  one- and
two-bedroom  suites,  many furnished with an equipped kitchen,  living room with
fireplace,  dining  room,  jacuzzi,  pine wood  floors,  and 18th  century-style
furniture  reproductions.  The resort,  which  features  the on-site High Cotton
restaurant, is within walking distance of many of Charleston's historical sites,
open-air markets and art galleries.

     The  Big  Cedar  Wilderness  Club(TM)  --  Ridgedale,  Missouri.  In  2000,
Bluegreen/Big  Cedar Vacations  LLC(TM), a joint venture between the Company and
Big Cedar(R) L.L.C., with 51% and 49% ownership  respectively,  began developing
the Big Cedar Wilderness Club(TM), a 300-unit, wilderness-themed resort adjacent
to the world famous Big Cedar Lodge luxury hotel resort.  The Big Cedar Lodge is
owned and  operated  by Big Cedar  L.L.C.,  an  affiliate  of Bass Pro Shops,  a
privately-held retailer of fishing,  marine,  hunting,  camping and sports gear.
The resort is located on Table Rock Lake,  and is near  Dogwood  Canyon.  Guests
staying in the two bedroom cabins or one and two bedroom lodge villas will enjoy
fireplaces,  private  balconies,  full  kitchens  and internet  access.  Planned
amenities  include indoor and outdoor  swimming pools and hot tubs,  lazy river,
hiking trails,  campfire area, beach and playground.  Guests also have access to
certain of the  luxury  amenities  at the Big Cedar  Lodge,  including  the Jack
Nicklaus  Signature Top of the Rock Par Three Golf Course,  a marina,  horseback
riding, tennis and spa.

     Surfside,  Florida. In June 2001, the Company acquired the unsold Timeshare
Interest inventory (3,033 Timeshare Interests) at an existing vacation ownership
property  located in Surfside,  Florida,  near Miami Beach.  This as yet unnamed
resort  is  located  directly  on the  beach and  features  one and two  bedroom
vacation  homes.  Sales of this


                                       6
<PAGE>

resort are anticipated to commence in September  2001,  although there can be no
assurances.  The Company intends to renovate the resort's units, common areasand
amenities.Such  renovations  are  anticipated  to be completed by February 2002,
although there can be no assurances.

     The following table sets forth  additional data with respect to each of the
Company's resorts:

<TABLE>
<CAPTION>
                                           Laurel       Shore       Harbour      The      Christmas                La Cabana
                              Mountain-   Crest(TM)    Crest(TM)  Lights(TM)    Falls      Mountain    Orlando's    Beach &
                               Loft(TM)    Pigeon       Myrtle      Myrtle    Village(TM) Village(TM) Sunshine(TM)  Racquet
                             Gatlinburg,    Forge,      Beach,      Beach,     Branson,   Wisconsin,    Orlando,   Club(TM),
Location                          TN          TN          SC          SC          MO      Dells, WI        FL        Aruba
----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>         <C>         <C>         <C>         <C>         <C>        <C>          <C>
Date sales commenced             7/94        8/95        4/96        6/97        7/97        9/97       12/98        1/98

Number of Timeshare
Interests completed as
of April 1, 2001 (1)           14,248      12,064      12,480       4,992       3,979       3,149       3,120       8,511

Number of Timeshare
Interests under
construction
as of April 1, 2001 (1)            --          --          --          --          --          --          --          --

Number of additional
Timeshare Interests
Planned (1)(2)                  4,680       8,840          --       8,736       9,256      12,423          --          --

Average Timeshare
Interests selling price -
Year ended April 1, 2001       $8,641      $9,133      $9,002      $9,272      $9,512      $9,556     $11,244      $8,985

Number of Timeshare
Interests sold through
April 1, 2001 (3)               9,013       7,874      10,530       4,302       3,786       3,476       4,759       4,523

<CAPTION>
                                Shenandoah         The          Big Cedar
                                 Crossing         Lodge        Wilderness
                              Farm & Club(TM)  Alley Inn(TM)   Club(TM)(4)
                               Gordonsville,    Charleston,     Ridgedale,    Surfside,
Location                            VA             SC               MO          FL(5)
---------------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>             <C>
Date sales commenced              4/98            2/99            11/00          (5)

Number of Timeshare
Interests completed as
of April 1, 2001 (1)             1,144           4,680              520            --

Number of Timeshare
Interests under
construction
as of April 1, 2001 (1)             --              --            1,248         3,033

Number of additional
Timeshare Interests
Planned (1)(2)                   9,256              --           13,416            --

Average Timeshare
Interests selling price -
Year ended April 1, 2001        $9,707          $9,921          $12,947            --

Number of Timeshare
Interests sold through
April 1, 2001 (3)                1,478           1,114               97            --
</TABLE>

(1)  The number of Timeshare Interests completed,  under construction or planned
     are intended to be sold in 52 weekly  intervals  per vacation  home for the
     Company's Shore Crest(TM), Harbour Lights(TM),  Orlando's Sunshine(TM),  La
     Cabana(TM),  Lodge Alley Inn(TM) and Surfside resorts.  The amounts for the
     remaining  resorts  include some vacation  homes that can be subdivided and
     sold as two  smaller  vacation  homes  ("lock-out  units"),  each of  which
     consists of 104 weekly intervals per vacation home.

(2)  There can be no  assurances  that the Company  will have the  resources  to
     complete  all such  planned  Timeshare  Interests  or that  such  Timeshare
     Interests will be sold at favorable prices.

(3)  Includes  sales of Timeshare  Interests  that were sold on a biennial basis
     (i.e.,  sale of one-week  periods  every other year in  perpetuity)  as one
     Timeshare Interest sold. Therefore,  the number of Timeshare Interests sold
     may  exceed  the  total  number of  Timeshare  Interests  completed,  under
     construction, and planned.

(4)  Bluegreen/Big Cedar LLC(TM),  in which the Company owns a 51% interest,  is
     developing The Big Cedar Wilderness Club(TM).

(5)  This resort was  acquired by the Company in June 2001.  Sales of  Timeshare
     Interests at this resort are  anticipated  to commence in  September  2001,
     although  there  can be no  assurances.

Certain Residential Land and Golf Division Projects

     Set forth below is a  description  of the five largest  projects  currently
marketed by the Residential Land and Golf Division,  which are representative of
the types of projects  that the Company has been  focusing on since 1993.  These
properties  represented  approximately  80.7% of the  Residential  Land and Golf
Division's estimated remaining life-of-project sales at April 1, 2001.

     Mystic  Shores(TM) -- Canyon Lake,  Texas. The Company acquired 6,966 acres
located 25 miles north of San Antonio,  Texas in October 1999 for $14.9 million.
On May 5, 2000, the Company  purchased an additional 435 acres for $2.7 million.
The project includes an estimated 2,400 home sites,  ranging in size from one to
twenty  acres.  Mystic  Shores(TM)  is  situated  on Canyon Lake and is in close
proximity to the Guadeloupe River, which is well known for fishing,  rafting and
water sports.  The property will also feature a junior  Olympic  swimming  pool,
bathhouse,  open-air pavilion, picnic area and boat ramps. Aggregate development
costs  through  April 1,  2001  were  $6.2  million,  with  projected  remaining
expenditures  to  complete  development  at the  project of $32.6  million.  The
Company began selling lots in March 2000,  with aggregate sales of $17.9 million
through  April  1,  2001.   Estimated  remaining   life-of-project   sales  were
approximately $106.9 million as of April 1, 2001, based on retail selling prices
as of that date.

     Lake Ridge at Joe Pool Lake(TM) -- Cedar Hill,  Texas. The Company acquired
1,400 acres located approximately 19 miles outside of Dallas, Texas and 30 miles
outside of Fort Worth, Texas in April 1994 for $6.1 million. In fiscal 2000, the
Company  acquired an additional  1,766 acres for $14.9 million.  The property is
located at Joe Pool Lake and is atop the highest elevation within 100 miles. The
lake has in excess of 7,500 acres of water for


                                       7
<PAGE>

boating,  fishing,  windsurfing and other water activities.  Adjacent  amenities
(not owned or managed by the  Company)  include a 154-acre  park with  baseball,
football and soccer  fields,  a fishing pool with a pier,  camping  areas and an
18-hole golf course.  The existing acreage will yield  approximately  1,600 lots
based on preliminary phase development,  with most lots ranging in size from 1/4
to five acres.  The Company began selling lots in April 1994 and aggregate sales
through April 1, 2001 were $86.7 million.  Aggregate  development  costs through
April 1, 2001 were $29.9 million and the Company  anticipates that the remaining
capital  expenditures  to  complete  development  at the  project  will be $26.1
million. The Company anticipates that unsold lots will be sold-out over the next
five years.  Estimated  remaining  life-of-project  sales for this  project were
approximately  $91.7 million as of April 1, 2001, based on retail selling prices
as of that date.

     Brickshire(TM)  -- New Kent,  Virginia.  The Company  acquired  1,135 acres
located 20 miles from Williamsburg and Richmond, Virginia, in September 1999 for
$4.4  million.  The  property  will  consist of  approximately  900  residential
parcels, ranging in size from 1/4 to 2.5 acres, and will feature an 18-hole golf
course  designed by U.S. Open champion  Curtis  Strange.  The property will also
offer  residents a community  club and pool,  tennis  courts and scenic  walking
trails.  Aggregate  development  costs  through April 1, 2001 were $9.1 million,
with  projected  remaining  expenditures  of $21.6  million.  The Company  began
selling lots in December  1999,  with  aggregate  sales of $9.3 million  through
April 1, 2001.  Estimated  remaining  life-of-project  sales were  approximately
$57.5  million as of April 1, 2001,  based on retail  selling  prices as of that
date.

     The Preserve at Jordan Lake(TM) -- Pittsboro,  North Carolina.  The Company
acquired  approximately  600 acres located in Pittsboro,  North  Carolina  (near
Chapel Hill,  North  Carolina) for $4.2 million in fiscal 2001. The project will
be the site of a  championship  daily-fee  golf  course  to be  designed  by PGA
Champion  Davis Love III.  This 18-hole golf course is expected to be opened for
play in Spring 2002.  The project  will also include a swimming  pool, a fitness
center, a recreation field and tennis courts.  The Company  anticipates that the
project will consist of a total of  approximately  516 lots, which range in size
from  approximately  1/3 acre to one acre.  The Company  began  selling  lots in
December  2000,  and  aggregate  sales  through April 1, 2001 were $9.8 million.
Aggregate  development  costs (net of costs  capitalized  separately in the golf
course) through April 1, 2001 were $2.7 million and the Company anticipates that
the aggregate capital  expenditures to complete  development at the project will
be $12.3  million.  The  Company  anticipates  that the  remaining  lots will be
sold-out over the next 3 years.  Estimated remaining  life-of-project  sales for
this  project were  approximately  $36.5  million as of April 1, 2001,  based on
retail selling prices as of that date.

     Mountain Lakes Ranch(TM) -- Bluffdale,  Texas.  The Company  acquired 4,100
acres located  approximately 45 miles from Fort Worth, Texas in October 1998 for
$3.1 million.  The property  features  rolling terrain with hilltop views,  tree
coverage and ample area to create private lakes.  The Company  anticipates  that
the  property  will yield  approximately  1,390 lots ranging in size from one to
five acres,  including both lakefront and waterview  parcels.  The Company began
selling lots in March 2000,  with aggregate  sales of $6.0 million through April
1, 2001. Aggregate development costs through April 1, 2001 were $5.4 million and
the Company anticipates that future capital expenditures to complete development
at the  project  will be  $9.6  million.  Estimated  life-of-project  sales  for
Mountain Lakes Ranch(TM) were $32.6 million as of April 1, 2001, based on retail
prices at that date, with a projected sell-out period of five years.

Acquisition of Timeshare and Residential Land and Golf Inventory

     In order to provide  centralized and uniform controls on the type, location
and amount of timeshare and residential land and golf inventory that the Company
acquires,  all such  inventory  acquisitions  have  required the approval of the
Investment  Committee since 1990. The Investment Committee currently consists of
George F. Donovan, President and Chief Executive Officer; John F. Chiste, Senior
Vice  President,  Treasurer  and Chief  Financial  Officer;  Patrick E. Rondeau,
Senior Vice President, Director of Legal Affairs; Daniel C. Koscher, Senior Vice
President--President, Residential Land and Golf Division; David D. Philp, Senior
Vice  President  and Chief  Investment  Officer and Mark T.  Ryall,  Senior Vice
President and Chief Information  Officer.  The Investment Committee reviews each
proposed  inventory  acquisition to determine whether the property meets certain
criteria, including estimated cash flows and gross profit margins.

  Resorts Division

     The  Company  obtains   information  with  respect  to  resort  acquisition
opportunities  through interaction by the Company's  management team with resort
operators,  lodging companies and financial  institutions with which the Company
has established business  relationships.  Prior to acquiring property for future
resorts,  the Resorts Division  undertakes a full property review,  including an
environmental  assessment,  which is presented to the  Investment  Committee for
approval.  During the review process,  acquisition  specialists  analyze market,
tourism  and  demographic  data as  well as the  quality  and  diversity  of the
location's  existing  amenities  and  attractions  to  determine  the  potential


                                       8
<PAGE>

strength of the timeshare  market in such area and the availability of a variety
of recreational  opportunities for prospective  Timeshare  Interest  purchasers.
Specifically,  the Company  evaluates the following  factors,  among others,  to
determine the viability of a potential new  timeshare  resort:  (i)  anticipated
supply/demand  ratio for Timeshare  Interests in the relevant  market,  (ii) the
market's  potential  growth  as  a  vacation   destination,   (iii)  competitive
accommodation alternatives in the market, (iv) uniqueness of location and demand
for the location by existing Bluegreen Vacation Club(TM) owners and (v) barriers
to  entry  that  would  limit  competition.  The  Company  anticipates  that its
timeshare  resorts will  generally have a sell-out term of  approximately  seven
years.

     The  Company   intends  to  continue  to  pursue  growth  by  expanding  or
supplementing the Company's existing resorts operations through  acquisitions in
destinations  that  will  complement  such  existing  operations.   Because  the
timeshare industry is highly  fragmented,  the Company believes that significant
opportunities  exist to make selected  acquisitions  at  attractive  valuations.
Acquisitions the Company may consider  include  acquiring  additional  Timeshare
Interest  inventory,   operating  companies,   management  contracts,  Timeshare
Interest mortgage  portfolios and properties or other  timeshare-related  assets
that may be integrated into the Company's operations.  In addition,  the Company
intends to continue to pursue  timeshare  resort  locations in areas outside the
United  States,  particularly  in the  Caribbean,  as well as Central  and South
America.  No assurances  can be given that the Company will be successful in its
acquisition strategy.

Residential Land and Golf Division

     The  Residential  Land and Golf  Division,  through the Company's  regional
offices,  and subject to Investment  Committee  review and  approval,  typically
acquires  inventory that (i) is located near a major  population  center outside
the perimeter of intense subdivision development or in popular retirement areas,
(ii) is suitable for subdivision,  (iii) has attractive  topographical features,
(iv) for certain projects, could accommodate a golf course and related amenities
and (v) the Company believes will result in an acceptable profit margin and cash
flow  to the  Company  based  upon  anticipated  retail  value.  Properties  are
generally  subdivided for resale into parcels typically ranging in size from 1/4
acre to twenty acres.  During fiscal 2000, the Company  acquired 11,340 acres in
seven separate  transactions for a total purchase price of  approximately  $40.1
million or $3,537 per acre and during fiscal 2001,  the Company  acquired  4,879
acres in five separate transactions for a total purchase price of $15.2 million,
or $3,114 per acre.

     In  connection  with its  review  of  potential  residential  land and golf
inventory,  the Investment  Committee considers such established criteria as the
economic  conditions  in the area in which the parcel is located,  environmental
sensitivity,  availability of financing, whether the property is consistent with
the Company's  general policies and the anticipated  ability of that property to
produce  acceptable  profit  margins  and cash  flow.  As part of its  long-term
strategy for the Residential Land and Golf Division, the Company in recent years
has focused on fewer, more  capital-intensive  projects.  The Company intends to
continue to focus the Residential  Land and Golf Division on those regions where
the  Company  believes  the market for its  products is  strongest,  such as the
Southeast  and  Southwest  regions of the United  States  and to  replenish  its
residential land inventory in such regions as existing projects are sold-out.

     The Residential  Land and Golf Division has several  specialists who assist
regional  management  in locating  inventory  for  acquisition.  The Company has
established  contacts with numerous land owners and real estate  brokers in many
of its market  areas,  and  because  of such  contacts  and its long  history of
acquiring  properties,  the Company believes that it is generally in a favorable
position to learn of available properties, often before the availability of such
properties  is  publicly  known.  In order to ensure  such  access,  the Company
attempts to develop and maintain strong relationships with major property owners
and brokers.  Regional offices regularly contact property owners, such as timber
companies,  financial  institutions and real estate brokers, by a combination of
telephone, mail and personal visits. In addition, prior to acquiring property in
new areas,  the Company will conduct test  marketing for a  prospective  project
prior to entering into an acquisition  agreement to determine whether sufficient
customer demand exists for the project.  To date, the Company's regional offices
generally have been able to locate and acquire adequate  quantities of inventory
that meet the criteria  established by the Investment Committee to support their
operational  activities.  In certain cases, however, the Company has experienced
short-term  shortages of ready-for-sale  inventory due to either difficulties in
acquiring  property  or  delays  in the  approval  and/or  development  process.
Shortfalls in  ready-for-sale  inventory  may  materially  adversely  affect the
Company's business, operating results and financial position. See "MD&A".

     Once a desirable property is identified,  the Company completes its initial
due diligence procedures and enters into a purchase agreement with the seller to
acquire the property.  It is generally  the  Company's  policy to advance only a
small  downpayment  of 1%-3% of the  purchase  price upon  signing the  purchase
agreement  and to limit the  liquidated  damages  associated  with such purchase
agreement  to the  amount of its  downpayment  and any  preliminary  development
costs.  In most cases,  the Company is not required to advance the full purchase
price or enter into a note payable obligation until regulatory approvals for the
subdivision  and sale of at least the  initial  phase of the  project  have been
obtained.  While local approvals are being sought, the Company typically engages
in  pre-marketing  techniques  and,  with  the  consent  of the  seller  and the
knowledge of prospective purchasers, occasionally attempt to pre-sell parcels,


                                       9
<PAGE>

subject to closing its purchase of the property.  When the necessary  regulatory
approvals have been received, the closing on the property occurs and the Company
obtains  title  to the  property.  The  time  between  execution  of a  purchase
agreement  and  closing  on a  property  has  generally  been six to 12  months.
Although the Company generally  retains the right to cancel purchase  agreements
without  any  loss  beyond   forfeiture  of  the   downpayment  and  preliminary
development costs, few purchase agreements have been canceled historically.

     By requiring, in most cases, that regulatory approvals be obtained prior to
closing and by making small downpayments upon signing purchase  agreements,  the
Company is typically able to place a number of properties under contract without
expending  significant  amounts of cash.  This strategy  enables the Residential
Land and Golf  Division  to reduce (i) the time during  which it  actually  owns
specific  properties,   (ii)  the  market  risk  associated  with  holding  such
properties and (iii) the risk of acquiring  properties  that may not be suitable
for sale. It also provides the Residential  Land and Golf Division an additional
source  of  available   properties   to  meet   customer   demand.   In  certain
circumstances,  however,  the Company has acquired  properties and strategically
held such projects until their prime marketing seasons.

     Prior to closing on a purchase of residential land, the Company's policy is
to complete its own environmental assessment of the property. The purpose of the
Company's  assessment  is to evaluate the impact the proposed  subdivision  will
have on such items as flora and fauna, wetlands, endangered species, open space,
scenic vistas, recreation, transportation and community growth and character. To
obtain this information, the Company's acquisition specialists typically consult
with various  groups and agencies  including  the  appropriate  county and state
planning  agencies,   environmental   groups,  state  heritage  programs,   soil
conservation  agencies  and  forestry  groups.  If the  Company's  environmental
assessment indicates that the proposed subdivision meets environmental  criteria
and complies with zoning, building,  health and other laws, the Company develops
a formal  land use plan,  which  forms a basis for  determining  an  appropriate
acquisition  price.  The Company  attempts,  where possible,  to accommodate the
existing  topographical  features of the land,  such as streams,  hills,  wooded
areas,   stone  walls,  farm  buildings  and  roads.  Prior  to  closing  on  an
acquisition,  the  Company  will  typically  have  the  property  surveyed  by a
professional  surveyor  and  have  soil  analyses  conducted  to  determine  the
suitability of the site for septic systems. At closing, the Company also obtains
title insurance on the property.

Marketing and Sale of Inventory

  Resorts Division

     The Resorts  Division uses a variety of  techniques to attract  prospective
purchasers  of  Timeshare  Interests,  including  telemarketing  mini-vacations,
kiosks in retail locations,  targeted  mailings,  marketing to current owners of
Timeshare   Interests  and  referrals.   The  Resorts  Division  provides  hotel
accommodations to prospective purchasers at reduced prices in exchange for their
touring the timeshare  resort.  To support its marketing and sales efforts,  the
Company  has  developed  and  continues  to enhance  its  customer  relationship
management  computer software system to track its timeshare  marketing and sales
programs.   Management  believes  that,  as  the  Resort  Division's   timeshare
operations  grow, this database will become an increasingly  significant  asset,
enabling the Company to focus its marketing and sales efforts to take  advantage
of, among other things,  less costly  marketing and referral  opportunities.  In
June 2000, the Company  entered into an exclusive  marketing  agreement with Big
Cedar Lodge and Bass Pro Shops of Springfield,  Missouri. Under the terms of the
10-year  agreement,  Bluegreen will market its Vacation Club product to Bass Pro
Shops'  estimated 30 million  annual  retail  customers  and 34 million  catalog
subscribers.  Bluegreen now markets its Vacation Club at each of Bass Pro Shops'
national retail  locations,  using,  among other means,  interactive  kiosks and
other retail  promotions.  Bluegreen also has an exclusive  timeshare  marketing
presence on Bass Pro Shops' web site that is linked to the Company web site. The
Company believes that this new marketing agreement will result in more effective
and  cost-efficient  marketing for the Resorts Division although there can be no
assurances that such effectiveness and efficiency will be achieved.

     Timeshare  resorts are staffed with sales  representatives,  sales managers
and an on-site manager who oversees the day-to-day  operations,  all of whom are
employees of the Company.  Sales  personnel are generally  experienced in resort
sales and undergo ongoing Company-sponsored  training. During fiscal 2000, total
advertising  expense for the Resorts  Division was $37.2 million or 31.8% of the
division's  $117.3  million in sales.  During  fiscal  2001,  total  advertising
expense for the Resorts Division was $46.0 million or approximately  34% of such
division's  $137.4 million in sales.  See MD&A for a discussion of the Company's
sales, general and administrative expenses.

     The Company  requires  its sales staff to provide each  timeshare  customer
with a written disclosure  statement regarding the Timeshare Interest to be sold
prior to the time the  customer  signs a  purchase  agreement.  This  disclosure
statement sets forth relevant  information  regarding timeshare ownership at the
resort and must be signed by every  purchaser.  The Company  believes  that this
information  statement contains all material and relevant information a customer
requires  to make an  informed  decision  as to  whether  or not to  purchase  a
Timeshare Interest at one of its resorts.


                                       10
<PAGE>

     After deciding to purchase a Timeshare Interest,  a purchaser enters into a
purchase  agreement and is required to pay the Company a deposit of at least 10%
of the purchase  price.  Purchasers are entitled to cancel  purchase  agreements
within specified rescission periods after execution in accordance with statutory
requirements.  Substantially all timeshare purchasers visit one of the Company's
resorts or one of the Company's off-site sales offices prior to purchasing.

     In addition  to sales  offices  located at its  resorts,  the Company  also
operates  three  off-site  sales  offices  serving  the  Indianapolis,  Indiana;
Cleveland,  Ohio; and Detroit, Michigan markets. The Company closed its off-site
sales office serving the  Louisville,  Kentucky market during fiscal 2001 due to
low operating  margins being generated by the site. These off-site sales offices
market and sell Timeshare Interests in the Company's points-based Vacation Club,
and  allow  the  Company  to  bring  its  products  to  markets  with  favorable
demographics  and low  competition  for  prospective  buyers.  The Cleveland and
Detroit off-sites sell Timeshare  Interests using the Company's  "Bluegreen Air"
virtual-reality jet airline experience as part of the sales presentation. During
fiscal 2001, the "Bluegreen Air" offices (excluding Louisville,  which generated
a $798,000  loss in fiscal  2001)  generated  $22.3  million and $1.0 million or
16.2% and 10.3% of the  Resorts  Division's  sales and field  operating  profit,
respectively. The Company intends to evaluate its off-site sales office strategy
during fiscal 2002.

     The  Company  believes  that  the   attractiveness  of  Timeshare  Interest
ownership has been enhanced  significantly  by the Bluegreen  Vacation  Club(TM)
program and the availability of exchange networks that allow Timeshare  Interest
owners  to  exchange  the  occupancy  right in their  Timeshare  Interests  in a
particular year, for an occupancy right at another  participating network resort
at either the same or a different  time. The Aruba Resort is affiliated with the
timeshare exchange network operated by II, while the Company's ten other resorts
currently in sales are affiliated with RCI's timeshare exchange network.  If the
Company's  resorts  cease to qualify for the exchange  networks or such networks
cease to operate effectively, the Company's sales of Timeshare Interests and the
performance of its timeshare receivables could be materially adversely affected.

     For further information on sales and other financial information (including
segment  information)  attributable to the Resorts Division,  see "MD&A" and the
Company's consolidated financial statements and the related Notes.

  Residential Land and Golf Division

     In general, as soon as practicable after agreeing to acquire a property and
during the time period that appropriate  improvements  are being completed,  the
Company  establishes  selling  prices for the  individual  parcels  taking  into
account  such  matters as regional  economic  conditions,  quality as a building
site, scenic views, road frontage, golf course views (if applicable) and natural
features such as lakes, mountains,  streams, ponds and wooded areas. The Company
also considers recent sales of comparable parcels in the area. Initial decisions
on  pricing  of  parcels  in a given  area  are made by the  Company's  regional
managers and, in all cases, are subject to approval by the Investment Committee.
Once such selling  prices are  established  the Company  commences its marketing
efforts.

     The most widely used marketing  technique by the Residential  Land Division
is advertising in major newspapers in metropolitan areas located within a one to
three  hour drive from the  property  and local  newspapers.  In  addition,  the
Company uses its customer  relationship  management  system,  which  enables the
Company to quickly compile  information on the previously  identified  prospects
most likely to be interested in a particular  project.  The Residential Land and
Golf Division also conducts direct mail campaigns to market property through the
use of brochures  describing  available parcels, as well as television and radio
advertising. Through this sales and marketing program, the Company believes that
it has been  able to  achieve  a high  conversion  ratio  of sales to  prospects
receiving on-site sales presentations. The Company estimates that the conversion
ratio  of  sales  to  prospects   receiving  on-site  sales   presentations  has
historically been approximately 20%. A sales representative who is knowledgeable
about the property  answers each inquiry  generated by the  Company's  marketing
efforts,  discusses the property  with the  prospective  purchaser,  attempts to
ascertain  the  purchaser's  needs and  determines  whether the parcel  would be
suitable for that person, and arranges an appointment for the purchaser to visit
the property. Substantially all prospective purchasers inspect a property before
purchasing.  During fiscal 2000, the Residential Land and Golf Division incurred
$7.1 million in advertising expense, or 7.3% of such division's $97.2 million in
sales.  During fiscal 2001, the Residential Land and Golf Division incurred $8.6
million in advertising  expense,  or approximately 9.6% of such division's $88.9
million in sales.

     The  success of the  Company's  marketing  efforts  depends  heavily on the
knowledge and  experience of its sales  personnel.  The Company  requires  that,
prior  to   initiating   the  marketing   effort  for  a  property,   all  sales
representatives walk the property and become knowledgeable about each parcel and
applicable  zoning,  subdivision  and  building  code  requirements.   Continued
training programs are conducted,  including  training with regional office sales
managers, weekly sales meetings and frequent site visits by an executive officer
of the Company. The Company enhances its sales


                                       11
<PAGE>

and marketing organization through the Bluegreen Institute, a mandatory training
program,  which is designed  to instill the  Company's  marketing  and  customer
service philosophy in middle and lower-level management. Additionally, the sales
staff is evaluated against  performance  standards  established by the executive
officers  of  the  Company.   Substantially  all  of  a  sales  representative's
compensation is commission-based.

     The Company requires its sales staff to provide each prospective  purchaser
with a written disclosure  statement  regarding the property to be sold prior to
the time such purchaser signs a purchase agreement.  This information statement,
which  is  either  in the  form  of a  U.S.  Department  of  Housing  and  Urban
Development  ("HUD") lot information  statement,  where  required,  or a Company
generated "Vital  Information  Statement," sets forth relevant  information with
respect to, and risks  associated  with, the property and must be signed by each
purchaser.  The Company believes that these information  statements  contain all
material and relevant information  necessary for a prospective purchaser to make
an informed  decision as to whether or not to purchase such property,  including
the  availability  and  estimated  cost  of  utilities,  restrictions  regarding
property  usage,  status of access roads and  information  regarding  rescission
rights.

     After  deciding  to purchase a parcel,  a purchaser  enters into a purchase
agreement  and is  required  to pay the Company a deposit of at least 10% of the
purchase  price.  Purchasers are entitled to cancel purchase  agreements  within
specified periods after execution in accordance with statutory requirements. The
closing of a  residential  land sale  usually  occurs two to eight  weeks  after
payment of the deposit.  Upon closing of a  residential  land sale,  the Company
typically  delivers a warranty  deed and a recent  survey of the property to the
purchaser. Title insurance is available at the purchaser's expense.

     For further information on sales and other financial information (including
industry  segment  information)  attributable to the  Residential  Land and Golf
Division, see "MD&A" and the Company's consolidated financial statements and the
related Notes.

Customer Financing

  General

     During fiscal 1999,  2000 and 2001, the Company  financed 40%, 52% and 62%,
respectively,  of the  aggregate  purchase  price  of  its  sales  of  Timeshare
Interests and residential land to customers that closed during these periods and
received cash for the remaining  balance of the purchase price.  The increase in
the  percentage  of  sales  financed  by the  Company  since  1999 is  primarily
attributable  to an increase in the sales of Timeshare  Interests  over the same
period.  Sales  of  Timeshare  Interests  accounted  for  46%,  55%  and  61% of
consolidated   sales   during   fiscal  1999,   2000  and  2001,   respectively.
Approximately  97% of all  purchasers  of Timeshare  Interests  finance with the
Company  (compared to  approximately 2% of residential land purchasers in fiscal
2001).  In recent  years,  the  percentage  of  residential  land  customers who
utilized the  Company's  financing has declined  materially  due to, among other
things, an increased willingness on the part of local banks to extend direct lot
financing to purchasers.

     The Company  believes that its  financing is  attractive to purchasers  who
find it convenient to handle all facets of the purchase of residential  land and
Timeshare  Interests  through  a single  source  and  because  the  downpayments
required  by the Company  are  similar to those  required by banks and  mortgage
companies which offer this type of credit.

     The Company  offers  financing  of up to 90% of the  purchase  price of its
Timeshare  Interests.  The  typical  financing  extended  by  the  Company  on a
Timeshare  Interest  during  fiscal 1999,  2000 and 2001,  provides for terms of
seven or ten years and a fixed interest rate. Historically,  at the closing, the
Company and the  purchaser  executed a contract  for deed  agreement.  After the
obligation is paid in full,  the Company  delivers a deed to the  purchaser.  In
connection  with the  Company's  Timeshare  Interest  sales within the Bluegreen
Vacation  Club(TM)  system,  the  Company  delivers  the deed on  behalf  of the
purchasers  to the  trustee  of the  Bluegreen  Vacation  Club(TM)  and  secures
repayment  of  the  purchaser's  obligation  by  obtaining  a  mortgage  on  the
purchaser's  Timeshare Interest.  The Company does not believe that the transfer
to a note and mortgage system has had or will have a material  adverse effect on
its servicing  operations or financial  results,  although no assurances  can be
given.

     The Company also offers financing of up to 90% of the purchase price of all
parcels sold under the Residential  Land and Golf Division to all purchasers who
qualify  for  such  financing.  The  term of  repayment  on such  financing  has
historically  ranged from five to 15 years  although  the  Company,  by offering
reduced  interest  rates,  has been successful in encouraging  customers  during
recent  years to finance  their  purchases  over  shorter  terms with  increased
downpayments.  Management believes such strategy has improved the quality of the
notes  receivable  generated by its Residential Land and Golf Division in recent
years. An average note receivable underwritten by the Company during


                                       12
<PAGE>

fiscal 1999, 2000 and 2001 has a term of ten years.  Most notes  receivable bear
interest at a fixed interest rate and are secured by a first lien on the land.

     The  weighted-average  interest rate on the Company's notes  receivable was
15.0%,  15.1%  and  15.2% at March 28,  1999,  April 2, 2000 and April 1,  2001,
respectively.

  Loan Underwriting

     Resorts Division.  Consistent with industry  practice,  Timeshare  Interest
financing  is not subject to  extensive  loan  underwriting  criteria.  Customer
financing  on sales of  Timeshare  Interests  requires  (i) receipt of a minimum
downpayment  of 10% of the  purchase  price and (ii) a contract for deed or note
and mortgage, as applicable, and other closing documents between the Company and
the purchaser.  The Company encourages purchasers to make increased downpayments
by offering a lower interest  rate. In addition,  purchasers who do not elect to
participate in the Company's pre-authorized payment plan are charged interest at
a rate which is one percent  greater than the otherwise  prevailing  rate. As of
April 1, 2001, approximately 70% of the Company's timeshare notes receivable are
serviced  through  the  Company's  pre-authorized  payment  plan.  Historically,
timeshare  receivables  have had a higher  default  rate than  residential  land
receivables.

     Residential  Land and Golf  Division.  The  Company  has  established  loan
underwriting  criteria and  procedures  designed to reduce  credit losses on its
residential land loan portfolio. The loan underwriting process undertaken by the
Company's credit department  includes  reviewing the applicant's credit history,
verifying  employment and income as well as calculating  certain  debt-to-income
ratios. The primary focus of the Company's  underwriting  review is to determine
the  applicant's  ability to repay the loan in accordance  with its terms.  This
assessment is based on a number of factors,  including the  relationship  of the
applicant's  required  monthly  payment to disposable  income.  The Company also
examines  the  applicant's  credit  history  through  various  credit  reporting
agencies.  In order to verify an  applicant's  employment  status,  the  Company
generally  contacts the applicant's  employer.  The Company also obtains current
pay  stubs,  recent  tax  returns  and other tax forms  from the  applicant,  as
applicable.

     In order to obtain financing from the Residential Land and Golf Division, a
prospective  purchaser  must submit a completed and signed  credit  application,
purchase and sale agreement and pre-authorized checking agreement accompanied by
a voided check, if applicable,  to the Company's credit  department.  All credit
decisions are made at the Company's corporate  headquarters.  Loan amounts under
$50,000 are approved by designated  personnel located in the Company's corporate
headquarters,  while loan  amounts of $50,000 or more  require  approval  from a
senior executive officer.  In addition,  rejected  applications and any material
exceptions to the  underwriting  policy are also reviewed by senior  management.
Customers are notified of the reasons for credit denial by mail.

     The Company  encourages  customers to increase their downpayment and reduce
the loan term through the structure of its loan  programs.  Customers  receive a
lower  rate of  interest  as  their  downpayment  increases  and the  loan  term
shortens.  Additionally,  the Company  encourages  its  customers to make timely
payments  through a  pre-authorized  payment  arrangement.  Customers who do not
choose a pre-authorized payment plan are charged interest at a rate which is one
percent greater than the prevailing rate.

     After the credit decision has been made, the credit department  categorizes
the file as either  approved,  pending  or  declined.  Upon  receipt of a credit
approval, the regional office schedules the closing with the customer.  Closings
are  typically  conducted  at the  office of the  Company's  local  attorney  or
settlement agent, although in some cases the closing may take place at the sales
site or by mail.

     When the original  closing  documents are received from the closing  agent,
the Company  verifies that the loan closed under terms approved by the Company's
credit department.  A quality control audit is performed to verify that required
documents  have been  received  and that they have been  prepared  and  executed
correctly.  If any revisions are required,  notification is sent to the regional
office.

     A loan file typically  includes a copy of the signed  security  instrument,
the mortgage note, a copy of the deed, Truth-in-Lending disclosure, purchase and
sale agreement,  credit  application,  local counsel opinion,  Vital Information
Statement  or  purchaser's  acknowledgment  of  receipt  of HUD lot  information
statement, HUD settlement statement and a copy of the assignment of mortgage and
an original note endorsement from the Company's subsidiary  originating the sale
and the loan to the Company (if applicable). After the initial closing documents
are received,  the recorded mortgage and assignment and original title insurance
policy are obtained in order to complete the loan file.


                                       13
<PAGE>

  Collection Policies

     Resorts   Division.   The  Company's   timeshare   receivables   have  been
historically  documented  by  contracts  for deed,  which  allows the Company to
retain title to the  Timeshare  Interest  until the  obligation is paid in full,
thereby eliminating the need to foreclose in the event of a default.  Collection
efforts and delinquency  information concerning the Resorts Division are managed
at the Company's corporate headquarters. Servicing of the division's receivables
is  handled  by a  staff  of  experienced  collectors,  assisted  by a  mortgage
collection computer system. Unless circumstances  otherwise dictate,  collection
efforts are generally made by mail and telephone. If a contract for deed becomes
delinquent for ten days,  telephone contact commences with the customer.  If the
customer  fails to bring the account  current,  a late notice is mailed when the
account  is 15 days  delinquent.  After an account  is 30 days  delinquent,  the
Company  typically sends a third letter advising the customer that such customer
has 30 days within  which to bring the account  current.  Under the terms of the
contract for deed,  the borrower is in default when the account  becomes 60 days
delinquent.  At this time a default letter is sent advising the customer that he
or she has 30 days to bring the account  current or lose his or her  contractual
interest in the timeshare unit. When the account becomes 90 days delinquent, the
Company  forwards a final letter  informing  the customer  that the contract for
deed has been terminated.  At such time, the Timeshare Interest can be resold to
a new purchaser.

     In  connection  with  the  implementation  of  its  points-based  Bluegreen
Vacation  Club(TM)  system,  the Company has  converted  to a note and  mortgage
system. In addition to the 10, 15 and 30 day collection  correspondence outlined
above,  at 60 days  delinquent,  a  lock-out  letter  is  sent to the  Bluegreen
Vacation Club(TM)  customer  prohibiting such customer from making a reservation
for  lodging  at a  resort  property.  If  the  default  continues,  at 90  days
delinquent,  a Notice of Intent to Cancel Membership is mailed. This informs the
customer  that unless the  default is cured  within 30 days,  membership  in the
Bluegreen  Vacation Club(TM) will be terminated.  If the default is not cured, a
Termination  Letter is sent,  typically at 120 days. At such time, the Timeshare
Interest can be resold to a new purchaser.

     Residential  Land and Golf  Division.  Collection  efforts and  delinquency
information  concerning the Residential  Land and Golf Division are also managed
at the Company's corporate headquarters. Servicing of the division's receivables
is  handled  by a  staff  of  experienced  collectors,  assisted  by a  mortgage
collection computer system. Unless circumstances  otherwise dictate,  collection
efforts are generally made by mail and telephone.  Collection efforts begin when
an account is ten days past due, at which time the Company contacts the customer
by  telephone.  Attempts are then made to contact the customer via  telephone to
determine the reason for the delinquency and to bring the account  current.  The
determination  of how to handle a  delinquent  loan is based upon many  factors,
including  the  customer's  payment  history  and the  reason  for  the  current
inability to make timely payments.  If no agreement is made or the customer does
not abide by the  agreement,  collection  efforts  continue until the account is
either brought current or legal action is commenced.  If not accelerated sooner,
the  Company  declares  the  loan in  default  when  the  loan  becomes  60 days
delinquent.  When the loan is 90 days past  due,  the  accrual  of  interest  is
stopped  (unless the loan is considered  an  in-substance  foreclosure  loan, in
which  case all  accrued  interest  is  reversed  since the  Company's  means of
recovery is determined  through the resale of the underlying  collateral and not
through collection on the note) and the Credit/Collection Manager determines the
action to be taken.

     Loan  Loss  Reserves.  The  reserve  for loan  losses  as a  percentage  of
outstanding notes receivable was 3.5%, 4.1% and 4.6% at March 28, 1999, April 2,
2000 and April 1, 2001, respectively.  The adequacy of the Company's reserve for
loan  losses is  determined  by  management  and  reviewed  on a  regular  basis
considering,   among  other  factors,  historical  frequency  of  default,  loss
experience,  estimated value of the underlying collateral,  present and expected
economic  conditions as well as the quality of the receivables.  (See "MD&A" for
further discussion of the Company's provision for loan losses.)

Sales of Receivables/Pledging of Receivables

     Since 1986,  the Company  has sold or pledged a  significant  amount of its
receivables,  generally  retaining  the right and  obligation  to  service  such
receivables.  In the case of residential land and golf receivables,  the Company
historically   transferred   the   receivables  to  a  special  purpose  finance
subsidiary,  which  in  turn  enters  into  a  receivables  securitization.  The
receivables  were typically sold by such subsidiary with limited or no recourse.
In the case of  receivables  pledged to a  financial  institution,  the  Company
generally must maintain a debt to eligible collateral rate (based on outstanding
principal  balance of the pledged  loans) of 90%.  The Company is  obligated  to
pledge additional eligible  receivables or make additional principal payments in
order to  maintain  this  collateralization  rate.  Repurchases  and  additional
principal payments have not been material to date.

     Private  placement  REMIC  financings  have  provided  substantial  capital
resources  to the  Company,  although  the  Company  has not  completed  a REMIC
financing since December 1996, due to the decrease in land sales financed by the
Company.  Under the terms of these  transactions,  the receivables are sold to a
REMIC trust and the Company has no obligation to repurchase the  receivables due
to default by the borrowers. The Company does, however, have the


                                       14
<PAGE>

obligation to repurchase the receivables in the event that there is any material
defect in the loan documentation and related  representations  and warranties as
of the time of sale.

     Since  fiscal  1999,  the  Company  has  maintained  timeshare  receivables
purchase  facilities  with financial  institutions.  Under the current  purchase
facility in effect at April 1, 2001 (the "Purchase Facility"), a special purpose
finance subsidiary of the Company sold $77.7 million aggregate  principal amount
of timeshare receivables in securitization  transactions.  Receivables were sold
without recourse to the Company or its special purpose finance subsidiary except
for breaches of  representations  and  warranties  made at the time of sale. The
Company acts as servicer under the Purchase  Facility for a fee, and is required
to make  advances to the  financial  institution  to the extent it believes such
advances will be recoverable.  Subject to its terms, the Purchase  Facility will
allow the Company to sell up to an additional $17.0 million aggregate  principal
amount of  timeshare  receivables  through  October  16,  2001.  The  Company is
currently  negotiating new timeshare  receivables  purchase  facilities with two
financial   institutions.   There  can  be  no  assurances  that  the  Company's
negotiations  will result in the Company  obtaining either or both facilities on
acceptable  terms to the  Company,  if at all. In  connection  with the Purchase
Facility,  the Company  also  entered  into a warehouse  facility  with the same
institution,  pursuant to which the  Company  has the ability to borrow  against
receivables through October 16, 2001. The Company is also currently  negotiating
a new warehouse facility with that same institution.  There can be no assurances
that such negotiations will be successful.  See further  discussion of the terms
of the  Purchase  Facility  and the  warehouse  facility  under "MD&A" -- Credit
Facilities for Timeshare Receivables and Inventories".

Receivables Servicing

     Receivables  servicing  includes  collecting  payments  from  borrowers and
remitting  such funds to the owners,  lenders or investors in such  receivables,
accounting  for  receivables  principal  and  interest,   making  advances  when
required,  contacting  delinquent  borrowers,   foreclosing,  or  terminating  a
contract for deed or membership in the Bluegreen  Vacation Club(TM) in the event
that defaults are not remedied and performing other  administrative  duties. The
Company's obligation to provide receivables  servicing and its rights to collect
fees are set forth in a servicing agreement.  The Company has the obligation and
right to service all of the receivables it originates and retains the obligation
and right with respect to substantially  all of the receivables it sells through
REMICs and all of the receivables sold under the Purchase Facility.  The Company
typically  receives an annual  servicing fee ranging from  approximately  .5% to
2.0% of the principal balance.

Regulation

     The  timeshare  and real estate  industries  are subject to  extensive  and
complex  regulation.  The Company is subject to compliance with various federal,
state  and  local  environmental,  zoning  and other  statutes  and  regulations
regarding  the  acquisition,  subdivision  and sale of real estate and Timeshare
Interests and various aspects of its financing  operations.  On a federal level,
the Federal Trade  Commission  has taken an active  regulatory  role through the
Federal  Trade  Commission  Act,  which  prohibits  unfair or deceptive  acts or
competition in interstate  commerce.  In addition to the laws  applicable to the
Company's customer  financing and other operations  discussed below, the Company
is or may be subject to the Fair Housing Act and various other federal  statutes
and  regulations.  The  Company is also  subject to  various  foreign  laws with
respect to the Aruba Resort. In addition,  there can be no assurance that in the
future,  Timeshare  Interests  will not be deemed to be  securities  subject  to
regulation as such,  which could have a material  adverse effect on the Company.
The Company  believes  that it is in  compliance  in all material  respects with
applicable  regulations.  However,  no  assurance  can be given that the cost of
complying with applicable  laws and regulations  will not be significant or that
the Company is in fact in compliance  with applicable law. Any failure to comply
with applicable laws or regulations  could have a material adverse effect on the
Company.

     The  Company's  sales and  marketing  of  residential  land are  subject to
various  consumer  protection  laws  and  to  the  Interstate  Land  Sales  Full
Disclosure  Act,  which  establishes  strict  guidelines  with  respect  to  the
marketing and sale of land in interstate  commerce.  HUD has enforcement  powers
with respect to this  statute.  In some  instances,  the Company has been exempt
from  HUD  registration  requirements  because  of the  size  or  number  of the
subdivided parcels and the limited nature of its offerings.  The Company, at its
discretion,  may  formally  request an  exemption  advisory  opinion from HUD to
confirm the exempt status of any  particular  offering.  Several such  exemption
requests have been  submitted to, and approved by, HUD. In those cases where the
Company and its legal counsel  determine  parcels must be registered to be sold,
the  Company  files  registration  materials  disclosing  financial  information
concerning  the property,  evidence of title and a  description  of the intended
manner of offering and advertising such property.  The Company bears the cost of
such  registration,  which includes legal and filing fees. Many states also have
statutes and regulations  governing the sale of real estate.  Consequently,  the
Company  regularly  consults  with  counsel for  assistance  in  complying  with
federal,  state and local law.  The Company must obtain the approval of numerous
governmental  authorities  for its  acquisition  and  marketing  activities  and
changes  in  local   circumstances   or  applicable  laws  may  necessitate  the
application for, or the modification of, existing approvals.


                                       15
<PAGE>

     The  Company's   timeshare  resorts  are  subject  to  various   regulatory
requirements  including  state  and  local  approvals.  The laws of most  states
require the Company to file with a designated state authority for its approval a
detailed offering  statement  describing the Company and all material aspects of
the  project  and sale of  Timeshare  Interests.  Laws in each  state  where the
Company sells Timeshare  Interests  generally grant the purchaser of a Timeshare
Interest  the  right to  cancel a  contract  of  purchase  at any time  within a
specified  period  following  the earlier of the date the contract was signed or
the date the  purchaser  has received the last of the  documents  required to be
provided  by the  Company.  Most  states  have  other laws  which  regulate  the
Company's  activities,  such  as  real  estate  licensure;  seller's  of  travel
licensure;  anti-fraud laws;  telemarketing  laws;  prize,  gift and sweepstakes
laws;  and labor  laws.  In  addition,  certain  state and local laws may impose
liability on property developers with respect to construction defects discovered
or repairs made by future owners of such property. Pursuant to such laws, future
owners may recover from the Company  amounts in connection with the repairs made
to the developed  property.  As required by state laws, the Company provides its
timeshare  purchasers with a public  disclosure  statement that contains,  among
other items, detailed information about the surrounding vicinity, the resort and
the purchaser's rights and obligations as a Timeshare Interests owner.

     Under various  federal,  state and local laws,  ordinances and regulations,
the owner of real  property  generally  is liable  for the costs of  removal  or
remediation  of  certain  hazardous  or toxic  substances  located  on or in, or
emanating from,  such property,  as well as related costs of  investigation  and
property damage. Such laws often impose such liability without regard to whether
the owner knew of, or was  responsible  for, the  presence of such  hazardous or
toxic  substances.  The presence of such substances,  or the failure to properly
remediate such  substances,  may adversely affect the owner's ability to sell or
lease a property  or to borrow  using such real  property as  collateral.  Other
federal   and   state   laws   require   the   removal   or   encapsulation   of
asbestos-containing  material when such material is in poor  condition or in the
event of construction,  demolition, remodeling or renovation. Other statutes may
require the removal of underground  storage tanks.  Noncompliance with these and
other  environmental,  health or safety  requirements  may result in the need to
cease or alter operations at a property.

     The Company's customer  financing  activities are also subject to extensive
regulation,  which may include,  the  Truth-in-Lending Act and Regulation Z, the
Fair  Housing  Act,  the Fair Debt  Collection  Practices  Act, the Equal Credit
Opportunity  Act  and  Regulation  B,  the  Electronic  Funds  Transfer  Act and
Regulation  E, the Home  Mortgage  Disclosure  Act and  Regulation  C, Unfair or
Deceptive Acts or Practices and Regulation AA and the Right to Financial Privacy
Act.

     Management is not aware of any pending  regulatory  contingencies  that are
expected to have a material adverse impact on the Company.

Competition

     The real estate industry is highly competitive. In each of its markets, the
Company  competes  against  numerous  developers  and others in the real  estate
business.   The  Resorts  Division   competes  with  various  high  profile  and
well-established  operators.  Many  of  the  world's  most  recognized  lodging,
hospitality and entertainment companies have begun to develop and sell Timeshare
Interests  in  resort  properties.  Major  companies  that  now  operate  or are
developing or planning to develop timeshare  resorts include  Marriott,  Disney,
Hilton,  Hyatt,  Four  Seasons,   Starwood,   Carlson,  Bass  Hotels,  Fairfield
Communities  and  Silverleaf  Resorts.  The Company also  competes with numerous
other smaller owners and operators of timeshare  resorts.  The Residential  Land
and  Golf  Division  competes  with  builders,  developers  and  others  for the
acquisition  of  property  and with local,  regional  and  national  developers,
housebuilders  and  others  with  respect  to  the  sale  of  residential  lots.
Competition may be generally  smaller with respect to the Company's  residential
lot sales in the more rural markets in which it operates.  The Company  believes
that it can compete on the basis of its reputation  and the price,  location and
quality  of the  products  it offers  for  sale,  as well as on the basis of its
experience in land acquisition,  development and sale. Although, as noted above,
the Resorts  Division  competes  with various high profile and  well-established
operators,  the Company believes that it can compete on the basis of its general
reputation  and the price,  location and quality of its timeshare  resorts.  The
development  and  operation of  additional  timeshare  resorts in the  Company's
markets  could have a material  adverse  impact on the demand for the  Company's
Timeshare  Interests and its results of  operations.  In its customer  financing
activities, the Company competes with banks, mortgage companies, other financial
institutions  and  government  agencies  offering  financing of real estate.  In
recent years, the Company has experienced  increased competition with respect to
the financing of  Residential  Land and Golf Division  sales as evidenced by the
low percentage of  residential  land sales  internally  financed since 1995. The
Company believes that, based on its interest rates and repayment schedules,  the
financing  packages it offers are convenient for customers and competitive  with
those of other institutions which offer such financing.


                                       16
<PAGE>

Personnel

     As of  April 1,  2001,  the  Company  had  2,372  employees.  Of the  2,372
employees,  190  were  located  at the  Company's  headquarters  in Boca  Raton,
Florida, and 2,182 in regional field offices throughout the United States, Aruba
and Canada (the field  personnel  include  222 field  employees  supporting  the
Company's   Residential  Land  and  Golf  Division  and  1,960  field  employees
supporting  the Company's  Resorts  Division).  Only the Company's  employees in
Aruba are represented by a collective  bargaining unit, and the Company believes
that relations with its employees generally are excellent.

Executive Officers of the Company

The  following  table sets forth  certain  information  regarding  the executive
officers of the Company as of May 1, 2001.

<TABLE>
<CAPTION>
     Name               Age             Position
     ----               ---             --------
<S>                      <C>     <C>
George F. Donovan        62      President and Chief Executive Officer
John F. Chiste           45      Senior Vice President, Chief Financial Officer and Treasurer
Daniel C. Koscher        43      Senior Vice President - President, Land & Golf Division
David D. Philp           39      Senior Vice President and Chief Investment Officer
Patrick E. Rondeau       54      Senior Vice President, Director of Corporate Legal Affairs and Clerk
Mark T. Ryall            41      Senior Vice President and Chief Information Officer
Allan J. Herz            41      Vice President and Director of Mortgage Operations
Susan J. Milanese        42      Vice President and Director of Human Resources
Anthony M. Puleo         33      Vice President and Chief Accounting Officer
</TABLE>

George F.  Donovan  joined the Company as a Director  in 1991 and was  appointed
President and Chief Operating Officer in October 1993. He became Chief Executive
Officer in December  1993.  Mr.  Donovan has served as an officer of a number of
other  recreational  real  estate  corporations,  including  Leisure  Management
International,  of which he was  President  from  1991 to  1993,  and  Fairfield
Communities,  Inc., of which he was President  from April 1979 to December 1985.
Mr. Donovan holds a B.S. in Electrical  Engineering  and is a Registered  Resort
Professional.

John F. Chiste joined the Company in July 1997 as Treasurer and Chief  Financial
Officer. In 1998, Mr. Chiste was also named Senior Vice President.  From January
1997 to June 1997,  Mr. Chiste was the Chief  Financial  Officer of  Compscript,
Inc.,  an entity that  provides  institutional  pharmacy  services to  long-term
health care  facilities.  From  December  1992 to January 1997, he served as the
Chief  Financial  Officer,  Secretary  and  Treasurer  of  Computer  Integration
Corporation,  a  publicly-held  distribution  company that provides  information
products and services to  corporations  nationwide.  From 1983 through 1992, Mr.
Chiste held various positions with Ernst & Young LLP, most recently serving as a
Senior  Manager.  Mr.  Chiste holds a B.B.A.  in  Accounting  and is a Certified
Public Accountant.

Daniel C. Koscher joined the Company in 1986.  During his tenure,  he has served
in various financial  management  positions  including Chief Accounting Officer,
Vice  President  and Director of  Planning/Budgeting.  In 1997, he became Senior
Vice President, Residential Land and Golf Division. Prior to his employment with
the  Company,  Mr.  Koscher  was  employed  by the  William  Carter  Company,  a
manufacturing  company  located  in  Needham,  Massachusetts.  He has also  been
employed by Cipher  Data  Products,  Inc.,  a computer  peripheral  manufacturer
located  in San  Diego,  California,  as well as the State of Nevada as an audit
agent.  Mr. Koscher holds an M.B.A.  along with a B.B.A.  in Accounting and is a
Registered Resort Professional.

David D. Philp joined the Company in August 1999 as Chief Investment Officer. In
2000,  Mr. Philp was also named Senior Vice  President.  From  February  1996 to
August 1999,  Mr. Philp was a Vice  President  and  Corporate  Officer  directly
responsible for new property acquisitions with Sunterra Corporation,  a publicly
held timeshare resort developer.  From September 1995 to January 1996, he served
as a co-owner of E & O Development, an entity involved in the development of new
restaurant concepts in California. From September 1994 to August 1995, Mr. Philp
was  a  Regional  Director  of  Development  with  responsibility  for  property
acquisitions and hotel management  contract  negotiations for Doubletree  Hotels
Corporation,   a  national  hotel  chain.  Mr.  Philp  holds  a  B.S.  in  Hotel
Administration.

Patrick E. Rondeau joined the Company in 1990 and was elected Vice President and
Director of  Corporate  Legal  Affairs.  He became Clerk in 1993 and Senior Vice
President  in 1997.  For more than five years prior to his  employment  with the
Company, Mr. Rondeau was a senior partner of Freedman, DeRosa & Rondeau, located
in North Adams, Massachusetts, which firm serves as legal counsel to the Company
on various matters.  Mr. Rondeau holds a B.A. in Political  Science along with a
J.D.


                                       17
<PAGE>

Mark T. Ryall joined the Company in October 2000 as Chief  Information  Officer.
In November  2000,  Mr.  Ryall was also named Senior Vice  President.  From 1997
through 2000, Mr. Ryall was Vice President and Chief Information  Officer at AHL
Services,  Inc., a publicly  held  provider of  outsourcing  solutions  based in
Atlanta,  Georgia. From 1990 to 1997, Mr. Ryall served as Group Project Manager,
Management  Information Systems, at Ryder System, Inc., a publicly held provider
of logistics,  supply chain and transportation  management  solutions worldwide,
based in  Miami,  Florida.  From 1983  through  1990,  Mr.  Ryall  held  various
positions with Andersen Consulting, an international technology consulting firm.
Mr. Ryall holds an M.B.A.

Allan J. Herz  joined the  Company in 1992 and was named  Director  of  Mortgage
Operations in September  1992. Mr. Herz was also elected Vice President in 1993.
From 1982 to 1992, Mr. Herz worked for AmeriFirst  Federal Savings Bank based in
Miami, Florida. During his 10 year tenure with the bank, he held various lending
positions,  the most recent being Division Vice  President in Consumer  Lending.
Mr. Herz holds a B.B.A. and an M.B.A.

Susan J. Milanese  joined the Company in 1988.  During her tenure,  she has held
various  management  positions in the Company  including  Assistant to the Chief
Financial Officer,  Divisional  Controller and Director of Accounting.  In 1995,
she was elected Vice  President  and Director of Human  Resources.  From 1983 to
1988, Ms. Milanese was employed by General Electric Company in various financial
management  positions  including the corporate audit staff. Ms. Milanese holds a
B.B.A in Accounting.

Anthony M. Puleo joined the Company in October 1997 as Chief Accounting Officer.
In 1998, Mr. Puleo was also elected Vice  President.  From December 1990 through
October  1997,  Mr. Puleo held various  positions  with Ernst & Young LLP,  most
recently  serving as a Senior  Manager in the  Assurance  and Advisory  Business
Services group. Mr. Puleo holds a B.B.A. in Accounting and is a Certified Public
Accountant.

     The Company's By-Laws provide that, except as otherwise  provided by law or
the charter and by-laws of the Company,  the President,  Treasurer and the Clerk
hold office until the first meeting of the Board of Directors following the next
annual meeting of shareholders and until their respective  successors are chosen
and qualified and that all other officers hold office for the same period unless
a shorter time is specified in the vote appointing such officer or officers.

Item 2. PROPERTIES.

     The Company's principal executive office is located in Boca Raton,  Florida
in  approximately  74,000  square feet of leased  space.  On April 1, 2001,  the
Company  also   maintained   regional   sales   offices  in  the   Northeastern,
Mid-Atlantic,  Southeastern, Midwestern, Southwestern and Western regions of the
United  States as well as the  Province  of  Ontario,  Canada  and the island of
Aruba. See further description of the Company's resort and land properties under
"Item 1. Business--Company Products".

Item 3. LEGAL PROCEEDINGS.

     In the  ordinary  course of its  business,  the  Company  from time to time
becomes subject to claims or proceedings relating to the purchase,  subdivision,
sale and/or  financing  of real  estate.  Additionally,  from time to time,  the
Company  becomes  involved in disputes with existing and former  employees.  The
Company  believes  that  substantially  all of the above are  incidental  to its
business.

     In addition to its other ordinary course  litigation,  the Company became a
defendant in two proceedings  during fiscal 1999.  First, an action was filed in
Colorado  state court  against the Company on December 15, 1998 (the Company has
removed the action to the Federal  District Court in Denver).  The plaintiff has
asserted that the Company is in breach of its  obligations  under,  and has made
certain  misrepresentations  in  connection  with,  a contract  under  which the
Company acted as marketing  agent for the sale of undeveloped  property owned by
the plaintiff. The plaintiff also alleges fraud, negligence and violation by the
Company of an alleged fiduciary duty owed to plaintiff.  Among other things, the
plaintiff  alleges  that  the  Company  failed  to meet  certain  minimum  sales
requirements  under the  marketing  contract  and  failed  to commit  sufficient
resources to the sale of the property.  The original complaint sought damages in
excess of $18 million and certain other remedies,  including  punitive  damages.
Subsequently,  the damages sought were reduced to  approximately  $15 million by
the court.  During  fiscal 2001,  the court  dismissed  the  plaintiff's  claims
related to promissory estoppel,  covenant of good faith and fair dealing, breach
of fiduciary duty and  negligence.  In addition,  the court dismissed the claims
alleged by a sister company of the plaintiff.  The  dismissals  discussed  above
further reduced the plaintiff's  claims for damages to approximately $8 million,
subject to the plaintiff's right of appeal.

     Second,  an action was filed on July 10, 1998 in the District Court for the
State of Texas in the  County of  Montgomery  against  two  subsidiaries  of the
Company and various other defendants. The Company itself is not


                                       18
<PAGE>

named as a defendant.  The Company's subsidiaries acquired certain real property
(the  "Property").  The Property was acquired subject to certain alleged oil and
gas leasehold  interests and rights (the  "Interests") held by the plaintiffs in
the action (the "Plaintiffs"). The Company's subsidiaries developed the Property
and have resold  parcels to numerous  customers.  The Plaintiffs  allege,  among
other  things,  breach of  contract,  slander  of title  and that the  Company's
subsidiaries  and their  purchasers have unlawfully  trespassed on easements and
otherwise  violated and prevented the Plaintiffs  from exploiting the Interests.
The  Plaintiffs  claim damages in excess of $40 million,  as well as punitive or
exemplary  damages  in an amount  of at least  $50  million  and  certain  other
remedies.  During fiscal 2001,  the court advised the parties in open court that
the Company's  motion for summary  judgment was granted,  thus dismissing all of
the Plaintiff's claims for damages,  subject to the Plaintiffs' right of appeal.
The parties are awaiting the court's  written  decision  documenting the summary
judgment.

     The Company is  continuing to evaluate  these  actions and their  potential
impact, if any, on the Company and accordingly  cannot predict the outcomes with
any degree of certainty.  However,  based upon all of the facts  presently under
consideration  of  management,  the  Company  believes  that it has  substantial
defenses to the allegations in each of the actions and intends to defend each of
these matters  vigorously.  The Company does not believe that any likely outcome
of either case will have a material  adverse  effect on the Company's  financial
condition or results of operations.

     On August 21,  2000,  the Company  received a Notice of Field Audit  Action
(the  "Notice")  from the State of Wisconsin  Department  of Revenue (the "DOR")
alleging that two  subsidiaries  now owned by the Company  failed to collect and
remit  sales and use taxes to the State of  Wisconsin  during  the  period  from
January 1, 1994 through  September 30, 1997 totaling $1.9 million.  The majority
of the  assessment  is based  on the  subsidiaries  not  charging  sales  tax to
purchasers  of  Timeshare   Interests  at  the  Company's   Christmas   Mountain
Village(TM)  resort.  In addition to the assessment,  the Notice  indicated that
interest would be charged,  but no penalties  would be assessed.  As of April 1,
2001,  aggregate  interest was approximately  $1.1 million.  The Company filed a
Petition for  Redetermination  (the "Petition") on October 19, 2000, and, if the
Petition  is  unsuccessful,   the  Company  intends  to  vigorously  appeal  the
assessment.  The Company acquired the subsidiaries  that were the subject of the
Notice  in  connection  with the  acquisition  of RDI  Group,  Inc.  ("RDI")  on
September 30, 1997. Under the RDI purchase agreement,  the Company has the right
to set off payments owed by the Company to RDI's former stockholders pursuant to
a $1.0 million outstanding note payable balance and to make a claim against such
stockholders for $500,000  previously paid for any breach of representations and
warranties.  The Company has notified the former stockholders that it intends to
exercise these rights to mitigate any settlement with the DOR in this matter. In
addition, the Company believes that, if necessary,  amounts paid to the State of
Wisconsin  pursuant  to the  Notice,  if  any,  may be  further  funded  through
collections of sales tax from the consumers who effected the assessed  timeshare
sales  with  RDI  without  paying  sales  tax  on  their  purchases.   Based  on
management's assessment of the Company's position in the Petition, the Company's
right of set off with the former RDI  stockholders  and other factors  discussed
above,  management  does not believe that the possible sales tax pursuant to the
Notice  will  have a  material  adverse  impact  on  the  Company's  results  of
operations  or financial  position,  and  therefore no amounts have been accrued
related to this matter.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

                                    PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS.

     The  Company's  common  stock  is  traded  on the New York  Stock  Exchange
("NYSE") and the Pacific Stock  Exchange  under the symbol "BXG".  The following
table sets forth, for the periods  indicated,  the high and low closing price of
the common stock as reported on the NYSE:

                         Price Range                              Price Range
                         High     Low                             High     Low
     --------------------------------------------------------------------------
     Fiscal 2000                              Fiscal 2001
     First Quarter      $6.50    $4.88        First Quarter      $4.06    $2.75
     Second Quarter      6.38     4.56        Second Quarter      3.75     2.63
     Third Quarter       5.63     4.38        Third Quarter       3.25     1.56
     Fourth Quarter      4.94     3.06        Fourth Quarter      2.60     1.53


                                       19
<PAGE>

     The Company did not pay any cash or stock  dividends  during fiscal 2000 or
fiscal  2001.  The  Company  does not  anticipate  paying any  dividends  in the
foreseeable  future, as it currently  anticipates that it will retain any future
earnings  for  use in its  business.  Restrictions  contained  in the  Indenture
related to the  Company's  $110  million 10 1/2% Senior  Secured  Notes due 2008
issued in April 1998,  and certain of the Company's  credit  facilities  may, in
certain instances, limit the payment of cash dividends on its Common Stock.

     On  August  14,  1998,  the  Company  entered  into a  Securities  Purchase
Agreement (the "Stock Agreement") with Morgan Stanley Real Estate Investors III,
L.P., Morgan Stanley Real Estate Fund III, L.P., MSP Real Estate Fund, L.P., and
Morgan  Stanley  Real Estate  Fund III Special  Fund,  L.P.  (collectively,  the
"Funds")  pursuant  to which the Funds  purchased  4.1  million  and 1.8 million
shares of the  Company's  Common  Stock for an  aggregate of $35 million and $15
million  during fiscal 1999 and 2000,  respectively.  Aggregate  legal and other
stock issuance costs totaled approximately $774,000.

     Shares of Common  Stock sold to the Funds  were  exempt  from  registration
under the  Securities  Act of 1933,  by virtue of  Section  4(2) and Rule 506 of
Regulation D and issued thereunder.

Item 6. SELECTED FINANCIAL DATA.

     The selected consolidated  financial data set forth below should be read in
conjunction with the Consolidated Financial Statements, related notes, and other
financial information appearing elsewhere in this Annual Report.

<TABLE>
<CAPTION>
                                                                           As of or for the Year Ended,
                                                          -------------------------------------------------------------
                                                          March 30,     March 29,    March 28,    April 2,     April 1,
(dollars in thousands, except per share data)               1997          1998         1999         2000         2001
                                                          --------      --------     --------     --------     --------
<S>                                                       <C>           <C>          <C>          <C>          <C>
STATEMENT OF OPERATIONS DATA:

Sales                                                     $109,722      $172,659     $225,816     $214,488     $226,310
Other resort and golf operations revenues                      259         5,728       14,881       21,745       28,213
Interest income                                              6,255        10,819       14,804       15,652       17,317
Gain (loss) on sale of notes receivable                        (96)           --        3,692        2,063        3,281
Other income                                                   259           312          522          735          572
                                                          --------      --------     --------     --------     --------
Total revenues                                             116,399       189,518      259,715      254,683      275,693
Income (loss) before income taxes
   and minority interest                                    (7,390)       17,003       31,917       10,565        3,002
Net income (loss)                                           (4,360)       10,000       17,040        6,777        2,717
Earnings (loss) per common share:
  Basic                                                      (0.21)         0.49         0.77         0.29         0.11
  Diluted                                                    (0.21)         0.46         0.66         0.28         0.11

BALANCE SHEET DATA:

Notes receivable, net                                     $ 35,062      $ 81,293     $ 64,380     $ 70,114     $ 74,796
Inventory, net                                              86,661       107,198      142,984      197,093      193,634
Total assets                                               169,627       272,963      347,318      413,983      419,681
Shareholders' equity                                        59,243        69,993      119,349      134,044      136,790
Book value per common share                                   2.94          3.45         4.95         5.50         5.65

OTHER DATA:

EBITDA (1)                                                $  8,291      $ 29,897     $ 48,402     $ 30,986     $ 27,354
Weighted-average interest rate on notes
     receivable at period end                                 13.3%         14.9%        15.0%        15.1%        15.2%
Resorts division statistics:
   Total resort division sales                            $ 27,425      $ 60,751     $103,127     $117,271     $137,411
   Number of resorts at period end                               4             8           10           10           11
   Gross margin on resort sales                               71.0%         74.0%        75.7%        76.7%        77.4%
   Number of timeshare intervals sold (2)                    3,195         6,904       11,764       12,547       14,775
Residential land and golf division statistics:
   Total residential land and golf division
     sales                                                $ 82,297      $111,908     $122,689     $ 97,217     $ 88,899
   Gross margin on sales of land                              40.3%         47.6%        54.0%        51.1%        46.3%
   Number of land parcels sold (2)                           2,203         2,469        2,380        1,846        1,614
</TABLE>


                                       20
<PAGE>

(1)  EBITDA  should not be  considered in isolation or construed as a substitute
     for the Company's net income (loss),  income (loss) from  operations,  cash
     flows from  operating  activities  or liquidity in analyzing  the Company's
     operating  performance,  financial  position or cash  flows.  EBITDA is not
     necessarily   comparable  to  other  similarly  titled  captions  of  other
     companies due to potential  inconsistencies  in the method of  calculation.
     The following  table  reconciles  EBITDA to net income  (loss)  (amounts in
     thousands).

<TABLE>
<CAPTION>
                                                                               For the Year Ended,
                                                          ---------------------------------------------------------------
                                                          March 30,    March 29,     March 28,      April 2,      April 1,
                                                            1997         1998           1999          2000          2001
                                                          -------       -------       -------       -------       -------
<S>                                                      <C>            <C>          <C>            <C>          <C>
Net income (loss)                                         $(4,360)      $10,000       $17,040       $ 6,777       $ 2,717
Extraordinary loss, net of income taxes                        --            --         1,682            --            --
Interest expense                                            5,459         9,281        12,922        13,841        15,494
Capitalized interest expense included in cost of
     sales                                                    956         2,565         1,830         2,407         2,384
Provision (benefit) for income taxes                       (3,030)        6,803        12,610         4,055         1,156
Provision for non-recurring costs (a)                       8,200            --            --            --            --
Depreciation and amortization (b)                           1,066         1,248         2,318         3,906         5,603
                                                          -------       -------       -------       -------       -------
EBITDA                                                    $ 8,291       $29,897       $48,402       $30,986       $27,354
                                                          =======       =======       =======       =======       =======
</TABLE>

     (a)  The provision for  non-recurring  costs  represents the Company's $8.2
          million  write-down of certain  Communities  Division and  Residential
          Land Division properties in the first quarter of fiscal 1997.

     (b)  Excludes  amortization  of debt issuance  costs,  which is included in
          interest expense.

(2)  Unit sales data  includes  those  sales made during the  applicable  period
     where recognition of revenue is deferred under the percentage-of-completion
     method of accounting  (see "Contracts  Receivable and Revenue  Recognition"
     under Note 1 of Notes to Consolidated  Financial Statements.) Also Includes
     sales of Timeshare Interests that were sold on a biennial basis (i.e., sale
     of  one-week  periods  every  other year in  perpetuity)  as one  Timeshare
     Interest sold.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION.

     Certain  Definitions  and Cautionary  Statement  Regarding  Forward-Looking
     Statements

          The following  discussion  of the results of operations  and financial
     condition  of  Bluegreen  Corporation  (the  "Company")  should  be read in
     conjunction  with  the  Company's  Consolidated  Financial  Statements  and
     related Notes and other financial  information  included  elsewhere in this
     Annual Report. Unless otherwise indicated in this discussion, references to
     "real  estate" and to  "inventories"  collectively  encompass the Company's
     inventories  held for sale by the Resorts Division and Residential Land and
     Golf Division.  "Timeshare  Interests" are of two types: one which entitles
     the fixed-week buyer to a fully-furnished  vacation residence for an annual
     one-week  period in perpetuity  and the second which  entitles the buyer of
     the Company's  points-based  Vacation Club product with an annual allotment
     of  "points"  in  perpetuity  (supported  by  an  underlying  deeded  fixed
     timeshare  week  being  held in  trust  for  the  buyer).  "Points"  may be
     exchanged  by the buyer in  various  increments  for  lodging  for  varying
     lengths of time in  fully-furnished  vacation  residences  at the Company's
     participating  resorts.   "EBITDA"  refers  to  net  income  (loss)  before
     extraordinary item, interest expense (including interest expense previously
     capitalized  and  then  expensed  in  cost  of  sales  during  the  periods
     presented),   income  taxes,  depreciation  and  amortization.   "Estimated
     remaining  life-of-project sales" assumes sales of the existing,  currently
     under  construction  or  development,  and planned  Timeshare  Interests or
     residential lots, as the case may be, at current retail prices.

          Market and  industry  data used  throughout  this  Annual  Report were
     obtained from internal Company surveys, industry publications,  unpublished
     industry  data  and  estimates,   discussions  with  industry  sources  and
     currently available information. The sources for this data include, without
     limitation,   the  American  Resort  Development  Association  ("ARDA"),  a
     non-profit industry  organization.  Industry  publications  generally state
     that the  information  contained  therein has been  obtained  from  sources
     believed to be  reliable,  but there can be no assurance as to the accuracy
     and  completeness of such  information.  The Company has not  independently
     verified  such market data.  Similarly,  internal  Company  surveys,  while
     believed  by the  Company to be  reliable,  have not been  verified  by any
     independent sources.  Accordingly,  no assurance can be given that any such
     data are accurate.

     The Company  desires to take  advantage of the "safe harbor"  provisions of
the  Private  Securities  Reform  Act of 1995  (the  "Act")  and is  making  the
following statements pursuant to the Act in order to do so. Certain


                                       21
<PAGE>

statements  herein and elsewhere in this report and the Company's  other filings
with  the  Securities  and  Exchange  Commission   constitute   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and the Securities  Exchange Act of 1934, as amended.  Such statements
may be identified by forward-looking  words such as "may",  "intend",  "expect",
"anticipate",  "believe",  "will", "should",  "project",  "estimate",  "plan" or
other  comparable  terminology.   All  statements,   trend  analyses  and  other
information  relative to the market for the Company's products and trends in the
Company's   operations   or  results  are   forward-looking   statements.   Such
forward-looking   statements   are  subject  to  known  and  unknown  risks  and
uncertainties,  many of which are beyond the Company's control, that could cause
the actual  results,  performance or  achievements  of the Company,  or industry
trends,   to  differ   materially  from  any  future  results,   performance  or
achievements  expressed  or implied by such  forward-looking  statements.  Given
these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking  statements  and no  assurance  can be  given  that  the  plans,
estimates and  expectations  reflected in such statements will be achieved.  The
Company wishes to caution readers that the following  important  factors,  among
others,  in some  cases  have  affected,  and in the future  could  affect,  the
Company's  actual  results and could  cause the  Company's  actual  consolidated
results  to  differ  materially  from  those  expressed  in any  forward-looking
statements made by, or on behalf of, the Company:

a)   Changes in national, international or regional economic conditions that can
     affect  the real  estate  market,  which is  cyclical  in nature and highly
     sensitive  to such  changes,  including,  among  other  factors,  levels of
     employment  and  discretionary   disposable  income,  consumer  confidence,
     available financing and interest rates.

b)   The imposition of additional  compliance costs on the Company as the result
     of changes in any environmental,  zoning or other laws and regulations that
     govern the  acquisition,  subdivision  and sale of real  estate and various
     aspects of the Company's  financing operation or the failure of the Company
     to comply with any law or regulation.

c)   Risks  associated with a large  investment in real estate  inventory at any
     given time (including  risks that real estate  inventories  will decline in
     value  due  to  changing  market  and  economic  conditions  and  that  the
     development   and   carrying   costs  of   inventories   may  exceed  those
     anticipated).

d)   Risks  associated  with an  inability  to  locate  suitable  inventory  for
     acquisition,  or with a shortage of available  inventory  in the  Company's
     principal markets.

e)   Risks  associated  with delays in bringing  the  Company's  inventories  to
     market due to, among other  things,  changes in  regulations  governing the
     Company's  operations,   adverse  weather  conditions  or  changes  in  the
     availability of development financing on terms acceptable to the Company.

f)   Changes in applicable usury laws or the availability of interest deductions
     or other provisions of federal or state tax law.

g)   A decreased  willingness on the part of banks to extend direct customer lot
     financing,  which  could  result  in the  Company  receiving  less  cash in
     connection with the sales of real estate and/or lower sales.

h)   The  inability  of the Company to locate  external  sources of liquidity on
     favorable terms to support its operations,  acquire, carry and develop land
     and timeshare inventories and satisfy its debt and other obligations.

i)   The  inability  of the  Company to locate  sources of capital on  favorable
     terms for the pledge  and/or sale of land and timeshare  notes  receivable,
     including the inability to consummate securitization transactions.

j)   An increase in prepayment rates, delinquency rates or defaults with respect
     to  Company-originated  loans  or an  increase  in  the  costs  related  to
     reacquiring,  carrying  and  disposing  of  properties  reacquired  through
     foreclosure or deeds in lieu of foreclosure.

k)   Costs  to  develop   inventory  for  sale  and/or   selling,   general  and
     administrative  expenses  materially  exceed (i) those  anticipated or (ii)
     levels necessary in order for the Company to be profitable.

l)   An increase or decrease in the number of land or resort properties  subject
     to percentage-of-completion  accounting,  which requires deferral of profit
     recognition on such projects until development is substantially complete.


                                       22
<PAGE>

m)   The  failure of the  Company  to satisfy  the  covenants  contained  in the
     indentures  governing  certain of its debt instruments  and/or other credit
     agreements,  which, among other things,  place certain  restrictions on the
     Company's  ability to incur debt,  incur liens,  make  investments  and pay
     dividends.

n)   The  risk  of  the  Company  incurring  an  unfavorable  judgement  in  any
     litigation, and the impact of any related monetary or equity damages.

o)   Risks  associated  with selling  Timeshare  Interests in foreign  countries
     including,  but not limited to,  compliance with legal  regulations,  labor
     relations and vendor relationships.

p)   The  risk  that  the  Company's  sales  and  marketing  techniques  are not
     successful,  and the  risk  that the  Bluegreen  Vacation  Club(TM)  is not
     accepted by consumers or imposes  limitations on the Company's  operations,
     or is adversely impacted by legal or other requirements.

q)   The risk that any  contemplated  transactions  currently under  negotiation
     will not close.

r)   Risks  that the  Company's  joint  ventures  will not be as  successful  as
     anticipated  and  that  the  Company  will  be  required  to  make  capital
     contributions to such ventures in amounts greater than anticipated.

The Company does not  undertake  and  expressly  disclaims any duty to update or
revise forward-looking statements, even if the Company's situation may change in
the future.

General

     Real estate markets are cyclical in nature and highly  sensitive to changes
in national,  regional and international economic conditions,  including,  among
other  factors,  levels  of  employment  and  discretionary  disposable  income,
consumer  confidence,  available financing and interest rates. A downturn in the
economy  in  general  or in the  market  for real  estate  could have a material
adverse effect on the Company.

     The Company  recognizes  revenue on residential land and Timeshare Interest
sales when a minimum of 10% of the sales price has been  received  in cash,  the
refund or  rescission  period  has  expired,  collectibility  of the  receivable
representing  the  remainder  of the sales price is  reasonably  assured and the
Company has completed  substantially  all of its obligations with respect to any
development relating to the real estate sold. In cases where all development has
not been  completed,  the  Company  recognizes  income  in  accordance  with the
percentage-of-completion  method  of  accounting.  Under  this  method of income
recognition,  income is recognized as work progresses.  Measures of progress are
based on the relationship of costs incurred to date to expected total costs. The
Company  has  been  dedicating  greater  resources  to  more   capital-intensive
residential land and timeshare projects.  As development on more of these larger
projects is begun,  and based on the Company's  ability and strategy to pre-sell
projects  when  minimal  development  has been  completed,  the amount of income
deferred  under the  percentage-of-completion  method of accounting may increase
significantly (see "Contracts  Receivable and Revenue  Recognition" under Note 1
of Notes to Consolidated Financial Statements.)

     Costs associated with the acquisition and development of timeshare  resorts
and residential land properties,  including  carrying costs such as interest and
taxes, are capitalized as real estate and development costs and are allocated to
cost of real estate sold as the respective revenue is recognized.

     Effective  September  30, 1997, a  wholly-owned  subsidiary  of the Company
acquired all of the issued and outstanding  common stock of RDI Group,  Inc. and
Resort Title  Agency,  Inc.  (collectively  "RDI") for a purchase  price of $7.5
million  consisting of $6.0 million cash and a $1.5 million,  9% promissory note
due  October 3, 1999.  RDI was  privately-held  and owned  timeshare  resorts in
Orlando,  Florida and  Wisconsin  Dells,  Wisconsin,  as well as a  points-based
vacation club. The  acquisition  was accounted for using the purchase  method of
accounting and, accordingly, the results of operations of RDI have been included
in the Company's  consolidated  financial  statements  from  September 30, 1997.
Approximately $1.8 million of goodwill, which is included in other assets on the
consolidated balance sheet, was recognized in connection with the acquisition of
RDI. The goodwill is being amortized over 25 years.

     On December 15, 1997, the Company invested $250,000 of capital in Bluegreen
Properties  N.V.(TM) ("BPNV"),  an entity organized in Aruba that previously had
no operations, in exchange for a 50% ownership


                                       23
<PAGE>

interest.  Concurrently,  the Company and an affiliate of the other 50% owner of
BPNV (who is not an  affiliate  of the  Company),  each  loaned  BPNV $3 million
pursuant to  promissory  notes due on December 15, 2000 and bearing  interest at
the prime rate plus 1%.  BPNV then  acquired  from a third  party  approximately
8,000 unsold timeshare  intervals at the La Cabana Beach & Racquet  Club(TM),  a
fully  developed  timeshare  resort in  Oranjestad,  Aruba,  in exchange  for $6
million cash and the assumption of approximately  $16.6 million of interest-free
debt from a bank in Aruba. The debt was recorded by BPNV at approximately  $12.5
million, which reflects a discount based on an imputed interest rate of 12%. The
debt is to be repaid over five years  through  release-prices  as intervals  are
sold, subject to minimum monthly principal payments of approximately $278,000.

     On August  25,  2000,  the  Company  acquired  the 50%  minority  ownership
interest in BPNV. The minority interest was acquired for $250,000 in cash, which
approximated  the book value of the minority  interest on the acquisition  date.
Subsequent to the acquisition, the Company also repaid the principal of the $3.0
million loan to an affiliate  of the former  joint  venture  partner in BPNV and
wrote off approximately  $368,000 of forgiven accrued interest.  The Company now
owns 100% of BPNV.

     On June 16, 2000, a wholly-owned  subsidiary of the Company entered into an
agreement with Big Cedar L.L.C.  ("Big Cedar"),  an affiliate of Bass Pro, Inc.,
to  form  a  timeshare  development,   marketing  and  sales  company  known  as
Bluegreen/Big  Cedar Vacations LLC(TM) (the "Joint Venture").  The Joint Venture
is  developing,  marketing  and  selling  Timeshare  Interests  in  a  300-unit,
wilderness-themed  resort adjacent to the Big Cedar Lodge, a luxury hotel resort
owned by Big Cedar, on Table Rock Lake in Missouri.  During the year ended April
1, 2001,  the Company  made an initial cash  capital  contribution  to the Joint
Venture of approximately $3.2 million,  in exchange for a 51% ownership interest
in the Joint Venture.  In exchange for a 49% interest in the Joint Venture,  Big
Cedar has contributed approximately 46 acres of land with a fair market value of
$3.2 million to the Joint Venture.

     The  Company  has  historically  experienced  and  expects to  continue  to
experience  seasonal  fluctuations in its gross revenues and net earnings.  This
seasonality  may  cause  significant  fluctuations  in the  quarterly  operating
results of the Company,  with the majority of the Company's  gross  revenues and
net  earnings  historically  occurring  in the first and second  quarters of the
fiscal year. As the Company's  timeshare  revenues grow as a percentage of total
revenues,  the  Company  believes  that  the  fluctuations  in  revenues  due to
seasonality may be mitigated in part. In addition,  other material  fluctuations
in  operating  results  may  occur  due to the  timing  of  development  and the
Company's use of the percentage-of-completion  method of accounting.  Management
expects that the Company will  continue to invest in projects  that will require
substantial development (with significant capital requirements). There can be no
assurances  that historical  seasonal trends in quarterly  revenues and earnings
will continue or be mitigated by the Company's efforts.

     The Company  believes  that  inflation  and changing  prices have not had a
material  impact on its  revenues  and results of  operations  during any of the
three years ended April 1, 2001.  Based on the  current  economic  climate,  the
Company does not expect that inflation and changing  prices will have a material
impact on the Company's  revenues or results of  operations  in the  foreseeable
future. To the extent  inflationary  trends affect short-term  interest rates, a
portion of the  Company's  debt  service  costs may be  affected  as well as the
interest rate the Company charges on its new receivables from its customers.

     The  Company's  operations  are managed  under two  divisions.  The Resorts
Division manages the Company's timeshare operations and the Residential Land and
Golf  Division  acquires  large  tracts of real  estate  which  are  subdivided,
improved  (in some cases to  include a golf  course on the  property)  and sold,
typically on a retail basis.  The results of operations  from sales of remaining
factory-built  manufactured  home/lot packages and undeveloped lots,  previously
managed under the Company's  Communities  Division,  have been combined with the
results of  operations  of the  Residential  Land and Golf Division in the prior
periods, due to immateriality.

     Inventory is carried at the lower of cost,  including costs of improvements
and amenities,  incurred subsequent to acquisition,  or fair value, net of costs
to dispose (see Note 1 of Notes to Consolidated Financial Statements).

     A portion of the Company's revenues  historically has been and, although no
assurances  can be given,  is expected to continue to be  comprised  of gains on
sales of loans.  The gains are recorded in the  Company's  revenues and retained
interests in the portfolio are recorded on its balance sheet (as  investments in
securities)  at the time of sale.  The amount of gains recorded is based in part
on management's estimates of future prepayment,  default and loss severity rates
and  other  considerations  in  light  of  then-current  conditions.  If  actual
prepayments  with respect to loans occur more quickly than was  projected at the
time such loans were sold, as can occur when interest  rates  decline,  interest


                                       24
<PAGE>

would be less than expected and earnings would be charged in the future when the
retained  interests  are  realized,  except for the  effect of reduced  interest
accretion on the Company's  retained  interest,  which would be recognized  each
period the retained  interests  are held.  If actual  defaults or other  factors
discussed  above  with  respect  to  loans  sold  are  greater  than  estimated,
charge-offs  would exceed  previously  estimated  amounts and earnings  would be
charged in the future when the retained interests are realized.  Declines in the
fair  value of the  retained  interests  that are  determined  to be other  than
temporary  are  charged  to  operations.  There  can be no  assurances  that the
carrying value of the Company's investments in securities will be fully realized
or that future loan sales will result in gains.

Results of Operations

<TABLE>
<CAPTION>
         (in thousands)                                                              Residential
                                                            Resorts                  Land and Golf                    Total
                                                     ---------------------       ---------------------       ---------------------
<S>                                                  <C>             <C>         <C>             <C>         <C>             <C>
Year Ended March 28, 1999
-------------------------
Sales                                                $ 103,127       100.0%      $ 122,689       100.0%      $ 225,816       100.0%
Cost of sales (1)                                      (25,013)      (24.3)%       (56,482)      (46.0)%       (81,495)      (36.1)%
                                                     ---------     -------       ---------     -------       ---------     -------
Gross profit                                            78,114        75.7%         66,207        54.0%        144,321        63.9%

Other resort and golf operations revenues               13,825        13.4%          1,056         0.9%         14,881         6.6%
Cost of resort and golf operations                     (14,197)      (13.8)%        (1,780)       (1.5)%       (15,977)       (7.1)%
Field selling, general and administrative
   expenses (2)                                        (65,870)      (63.9)%       (33,617)      (27.4)%       (99,487)      (44.1)%
                                                     ---------     -------       ---------     -------       ---------     -------
Field operating profit                               $  11,872        11.5%      $  31,866        26.0%      $  43,738        19.4%
                                                     =========     =======       =========     =======       =========     =======

Year Ended April 2, 2000
------------------------
Sales                                                $ 117,271       100.0%      $  97,217       100.0%      $ 214,488       100.0%
Cost of sales (1)                                      (27,374)      (23.3)%       (47,583)      (48.9)%       (74,957)      (34.9)%
                                                     ---------     -------       ---------     -------       ---------     -------
Gross profit                                            89,897        76.7%         49,634        51.1%        139,531        65.1%

Other resort and golf operations revenues               19,038        16.2%          2,707         2.8%         21,745        10.1%
Cost of resort and golf operations                     (17,112)      (14.6)%        (3,836)       (4.0)%       (20,948)       (9.8)%
Field selling, general and administrative
   expenses (2)                                        (84,413)      (72.0)%       (25,918)      (26.7)%      (110,331)      (51.4)%
                                                     ---------     -------       ---------     -------       ---------     -------
Field operating profit                               $   7,410         6.3%      $  22,587        23.2%      $  29,997        14.0%
                                                     =========     =======       =========     =======       =========     =======

Year Ended April 1, 2001
------------------------
Sales                                                $ 137,411       100.0%      $  88,899       100.0%      $ 226,310       100.0%
Cost of sales (1)                                      (31,049)      (22.6)%       (47,746)      (53.7)%       (78,795)      (34.8)%
                                                     ---------     -------       ---------     -------       ---------     -------
Gross profit                                           106,362        77.4%         41,153        46.3%        147,515        65.2%

Other resort and golf operations revenues               26,326        19.2%          1,887         2.1%         28,213        12.5%
Cost of resort and golf operations                     (22,068)      (16.1)%        (2,883)       (3.2)%       (24,951)      (11.1)%
Field selling, general and administrative
   expenses (2)                                       (100,896)      (73.4)%       (27,166)      (30.6)%      (128,062)      (56.6)%
                                                     ---------     -------       ---------     -------       ---------     -------
Field operating profit                               $   9,724         7.1%      $  12,991        14.6%      $  22,715        10.0%
                                                     =========     =======       =========     =======       =========     =======
</TABLE>

(1)  Cost of  sales  represents  the  cost of  inventory  including  the cost of
     improvements,   amenities  and  in  certain  cases  previously  capitalized
     interest and real estate taxes.

(2)  General and administrative expenses attributable to corporate overhead have
     been  excluded  from  the  tables.  Corporate  general  and  administrative
     expenses  totaled $15.2 million,  $18.7 million and $20.5 million for 1999,
     2000 and 2001, respectively.

Sales

     Consolidated  sales were  $225.8  million for the year ended March 28, 1999
("fiscal 1999"), $214.5 million for the year ended April 2, 2000 ("fiscal 2000")
and  $226.3  million  for  the  year  ended  April  1,  2001  ("fiscal   2001"),
representing  a decrease of 5.0% from fiscal 1999 to fiscal 2000 and an increase
of 5.5% from fiscal 2000 to fiscal 2001.

Resorts Division

     During  fiscal  1999,  fiscal  2000 and  fiscal  2001,  sales of  Timeshare
Interests  contributed  $103.1 million or 46%,  $117.3 million or 55% and $137.4
million or 61%, respectively, of the Company's total consolidated sales.

     The following  table sets forth certain  information for sales of Timeshare
Interests   for  the   periods   indicated,   before   giving   effect   to  the
percentage-of-completion method of accounting.


                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                                Years Ended,
                                                   ----------------------------------------
                                                   March 28,       April 2,        April 1,
                                                     1999            2000            2001
                                                     ----            ----            ----
<S>                                                 <C>             <C>             <C>
Number of Timeshare Interests sold                  11,764          12,547          14,775
Average sales price per Timeshare Interests         $8,787          $9,061          $9,368
Gross margin                                            76%             77%             77%
</TABLE>

     The increase in the number of Timeshare  Interests  sold during fiscal 2000
as compared to fiscal 1999 is primarily due to the Company's  Bluegreen  Air(TM)
offsite  sales  offices  (i.e.,  not  located  onsite  at one  of the  Company's
resorts). In fiscal 2000, the Bluegreen Air(TM) offsite sales offices served the
Louisville,  Kentucky;  Cleveland,  Ohio;  and  Detroit,  Michigan  markets  and
provided  prospective  buyers with a virtual-reality  jet airline  experience to
present the  Company's  Vacation Club  product.  The Company  opened the Detroit
office during fiscal 2000,  generating  385 Timeshare  Interest sales during the
start-up phase. Same location sales increased by 1,230 Timeshare  Interests sold
at the  Louisville  and Cleveland  sites due to the success of the sales concept
and the maturation of the offices.  Overall, the Bluegreen Air(TM) sales offices
generated an additional  1,615  Timeshare  Interest  sales during fiscal 2000 as
compared to fiscal 1999.

     These increases  during fiscal 2000 were partially  offset by net decreases
at the Company's  Aruba and other  existing  sales  locations.  The Company's La
Cabana Beach and Racquet  Club(TM) sales office in Aruba  experienced a decrease
of 665 in the number of  Timeshare  Interests  sold  (1,835 and 1,170  Timeshare
Interests  sold  during  fiscal  1999  and  2000,   respectively).   The  resort
experienced  a  slowdown  in  operations  during  fiscal  2000  as a  result  of
transitioning its sales staff from an employee leasing  arrangement to permanent
employee  status,  which resulted in attrition among the sales force.  New sales
personnel have since been hired to replace those who left during the transition.
In addition,  a decreased  amount of available  Timeshare  Interests  related to
summer weeks  contributed to decreased sales during the summer months (as buyers
in Aruba tend to want to buy Timeshare Interests related to the same period that
they are currently  there on vacation).  The Company is reviewing its pricing of
non-summer weeks and is considering the implementation of the Bluegreen Vacation
Club(TM) at the Aruba sales  office in order to eliminate  the summer  inventory
issue.  There can be no  guarantees  that  pricing  changes will have a positive
impact on sales or that the Company will be able to  successfully  implement the
Bluegreen Vacation Club(TM) at La Cabana(TM).

     The remaining  offsetting  decreases at the Company's  other existing sales
offices during fiscal 2000 were due to the adverse  impact of Hurricanes  Dennis
and Floyd on vacation traffic and therefore sales tour flow. Also,  inconsistent
methods of selling the Bluegreen  Vacation  Club(TM)  product,  customer service
issues and the adverse effects during the transition  period of a reorganization
of the  Resorts  Division's  regional  management  structure  in order to better
position  the Company for future  growth had an adverse  impact on sales  during
fiscal 2000.  These factors caused lower  prospect-to-sale  conversion rates and
higher  cancellation  rates during fiscal 2000,  and  therefore  lower sales and
higher  marketing  costs.  The  Company  has taken  steps to make the  Bluegreen
Vacation  Club(TM)  sales  process  and  pricing  more  uniform  throughout  the
organization and has implemented a formal customer service initiative.

     The increase in the number of timeshare  sales  transactions  during fiscal
2001 as compared to fiscal 2000 is  primarily  due to the fiscal 2000 opening of
the  Company's  Bluegreen  Air(TM)  offsite  sales  office  serving the Detroit,
Michigan  market.  The Detroit sales office  generated  386 and 1,373  timeshare
sales transactions during fiscal 2000 and fiscal 2001, respectively.

     In  addition,  the  Company's   MountainLoft(TM)  resort  sales  office  in
Gatlinburg,  Tennessee  generated 595 more timeshare sales  transactions  during
fiscal 2001 as compared to fiscal  2000,  due to a 28%  increase in  prospective
buyers  touring  the  property  combined  with a 3%-point  increase in the sales
office's prospect-to-tour conversion percentage. Also, the Company's Lodge Alley
Inn(TM)  sales office in  Charleston,  South  Carolina  generated 299 more sales
during  fiscal  2001 as  compared  to  fiscal  2000,  due to a 43%  increase  in
prospective buyers touring the property combined with a 3%-point increase in the
sales office's  prospect-to-tour  conversion  percentage.  The Falls Village(TM)
resort  generated  281 more sales during fiscal 2001 as compared to fiscal 2000,
due to a 9% increase in prospective  buyers touring the property combined with a
2%-point increase in the sales office's prospect-to-tour  conversion percentage.
These  increases  are  attributed  to the  implementation  of an improved  sales
process relative to the Bluegreen  Vacation  Club(TM) product and more effective
marketing programs.


                                       26
<PAGE>

     Finally,  the  opening  of the  Company's  51%-owned  Big Cedar  Wilderness
Club(TM)  resort  adjacent  to the  Big  Cedar  Lodge  in  Ridgedale,  Missouri,
contributed  to the overall  increase in the number of Timeshare  Interests sold
during fiscal 2001.

     The  increase  in average  sales  price  during  fiscal 2000 as compared to
fiscal 1999 was primarily  due to sales of Timeshare  Interests in the Company's
Lodge Alley Inn(TM) and  Orlando's  Sunshine  II(TM)  resorts,  which  generated
average sales prices of $12,311 and $11,515, respectively.

     The  increase  in average  sales  price  during  fiscal 2001 as compared to
fiscal  2000  was  primarily  due  to an  across-the-board  price  increase  per
Bluegreen Vacation Club(TM) point sold and efforts to better manage sales of and
the  pricing of biennial  Timeshare  Interests  as  compared  to full  Timeshare
Interests.

     Gross profit from other resort  services  increased 618% during fiscal 2000
as compared to fiscal 1999. The increase was due to increased  profits generated
by Resort Title Agency(TM),  Inc.  ("Title"),  the Company's  wholly-owned title
company.  Title's  operating  profit  increased  $1.2 million during fiscal 2000
primarily due to the fact that all  Bluegreen  Vacation  Club(TM)  sales are now
processed  through Title (in fiscal 1999 not all sales were  Bluegreen  Vacation
Club(TM)  sales - in fiscal 2000, all sales except those in Aruba were Bluegreen
Vacation Club(TM) sales). Also, the Company recognized an additional $600,000 of
operating  profit  related to management and  reservation  fee income earned for
services provided to Bluegreen Vacation Club(TM) members.

     Gross profit from other resort  services  increased 121% during fiscal 2001
as compared to fiscal 2000.  The primary  reason was that the Company's  cost of
subsidizing  the  property  owners'   associations  which  maintain  our  resort
properties,  net of any rental  income that was derived from  renting  timeshare
intervals and a pro-rata  maintenance  fee charged to each new timeshare  buyer,
decreased $1.4 million, primarily as a result of the maturation of the Company's
resorts  Also,  revenues  generated  by Title  increased  commensurate  with the
increase in Timeshare  Interest sales, as Title earns closing cost fees on every
Timeshare Interest sold by the Company. In addition, the increased membership in
the Bluegreen  Vacation Club(TM) as a result of new Timeshare  Interests sold in
fiscal 2001 caused the  Company's  profits  from  managing  the club to increase
approximately $400,000.

     The increase in field  selling,  general and  administrative  expenses as a
percentage of sales during fiscal 2000 as compared to fiscal 1999 was due to the
lower prospect-to-sales  conversion rates and the costs of the Aruba sales force
transition, discussed above.

     The  1.4%-point  increase  in field  selling,  general  and  administrative
expenses as a percentage  of sales during fiscal 2001 as compared to fiscal 2000
was due  primarily to increased  selling and  marketing  costs in the  Bluegreen
Air(TM) offsite sales offices. The Bluegreen Air(TM) selling and marketing costs
increased  from 71% to 77% of the related  sales  during  fiscal 2000 and fiscal
2001, respectively, and are primarily due to higher costs per prospect and lower
prospect-to-sale  conversion  ratios in these offsite  markets.  The Company has
made a change in the senior  management  of these  offsite  sales offices and is
currently  reviewing its overall  offsite  strategy.  On November 11, 2000,  the
Company  closed  the  Bluegreen   Air(TM)  off-site  sales  office  serving  the
Louisville,  Kentucky market.  The Louisville office generated a field operating
loss of $798,000  during  fiscal  2001.  The Company has adopted a plan which is
intended  to improve  the  efficiencies  of its  marketing  programs  within the
Resorts Division,  including but not limited to fully implementing its marketing
agreement  with  Bass  Pro  (see  Note  3 of  Notes  to  Consolidated  Financial
Statements),  the  centralization  of most resort  marketing  operations  at the
Company's   headquarters,   the  continued   centralization   of  the  Company's
telemarketing  operations in South Florida,  the implementation of a centralized
resort marketing customer relationship management system,  continuing to monitor
and,  if  necessary,   eliminate  marginally  performing  sales  operations  and
implementing a Company-wide  initiative to reduce costs and increase  efficiency
in all areas. Many portions of the plan have already been implemented  including
the opening of centralized  resort  telemarketing  operations near the Company's
headquarters,  the  centralization of sales management under a national director
of  sales  and the  Company-wide  cost  reduction  initiative.  There  can be no
assurances that the Company's  efforts in this regard will be successful or that
selling and  marketing  expenses for the Resorts  Division  will not continue to
increase as a percentage of sales in the near term.

Residential Land and Golf Division

     During  fiscal  1999,  2000 and  2001,  residential  land  and  golf  sales
contributed  $122.7  million or 54%,  $97.2  million or 45% and $88.9 million or
39%, respectively, of the Company's total consolidated sales.


                                       27
<PAGE>

     The table set forth  below  outlines  the  number of  parcels  sold and the
average  sales price per parcel for the  Residential  Land and Golf Division for
the periods  indicated,  before  giving  effect to the  percentage-of-completion
method of accounting and excluding sales of bulk parcels.

                                                  Years Ended,
                                       ------------------------------------
                                       March 28,     April 2,      April 1,
                                         1999          2000          2001
                                         ----          ----          ----

Number of parcels sold                   2,380         1,846         1,614
Average sales price per parcel          $47,721       $49,741       $57,191
Gross margin                              54%           51%          46%

     The  aggregate  number of parcels  sold  decreased  during  fiscal  2000 as
compared to fiscal 1999 primarily due to decreases in available inventories due,
in part, to a strategic  decision not to replace certain properties which either
sold out in fiscal  1999 or 2000 or which are  approaching  sell-out in areas of
the country where the Company has chosen to minimize  residential  land and golf
operations.  These  areas  include  Florida,  Tennessee,   Wisconsin,  Colorado,
Arizona,  and New Mexico.  This factor resulted in 430 fewer lot sales in fiscal
2000 as compared to fiscal  1999.  The Company  intends to  primarily  focus its
Residential Land & Golf Division  resources on developing new golf  communities,
continuing to support its  successful  regions in Texas and  exploring  possible
expansion into the California market. In addition,  the Company's Dallas,  Texas
region  generated  134 fewer lot sales in  fiscal  2000 due to the  sell-out  of
certain  properties  during the beginning of fiscal 2000. On September 14, 1999,
the Dallas  region  acquired an  additional  1,550 acres of land adjacent to the
Company's successful Lake Ridge(TM) residential land project in order to replace
these sales and generate sales growth in the region. Sales commenced at this new
project during fiscal 2001..  The Company's  Winding River  Plantation(TM)  golf
community  generated  62 fewer lot sales in fiscal  2000,  primarily  due to the
impact of Hurricanes  Dennis and Floyd on sales tour flow.  The above  decreases
were  partially  offset by sales in  projects  that opened in fiscal 2000 in the
Company's Texas Hill Country region.

     Included in the fiscal 2000  results of  operations  is a bulk sale of land
and  mineral  rights in Colorado  to a  developer  of oil and gas rights,  which
contributed  approximately $5.0 million and $4.3 million to Residential Land and
Golf Division sales and field operating profit, respectively.

     The  aggregate  number of parcels  sold  decreased  during  fiscal  2001 as
compared to fiscal 2000 due primarily to decreases in available inventories due,
in part, to a strategic  decision not to replace certain properties which either
sold  out in  fiscal  2000 or which  are  approaching  sell-out  in areas of the
country  where the Company  has chosen to exit.  These  areas  include  Florida,
Tennessee, Wisconsin, Colorado, Arizona, and New Mexico. This factor resulted in
266 fewer lot sales during fiscal 2001 as compared to fiscal 2000.

     The Company intends to primarily focus its Residential Land & Golf Division
resources  on  developing  new  golf  communities,  continuing  to  support  its
successful  regions  in  Texas  and  exploring   continued  expansion  into  the
California market.  During fiscal 2001, the Company's golf communities and Texas
regions  comprised  approximately  33% and 56%,  respectively,  of the Company's
total  Residential Land & Golf sales. The Company added  Brickshire(TM),  a golf
community located in New Kent County,  Virginia, to its golf community offerings
during the second  half of fiscal  2000.  Brickshire(TM)  features  an  18-hole,
championship  golf course  designed by Curtis Strange and generated $8.2 million
in sales (before considering the impact of percentage-of-completion  accounting)
during fiscal 2001. During November 2000, the Company acquired 597 acres of land
outside  of  Chapel  Hill,  North  Carolina,  upon  which the 516 lots that will
comprise The Preserve at Jordan  Lake(TM) will be  developed.  The Preserve will
surround an 18-hole,  Davis Love III  signature  championship  golf course.  The
Preserve  opened for sales during  December  2000, and generated $9.8 million in
sales (before  considering  the impact of  percentage-of-completion  accounting)
during the four months of fiscal 2001 that it was open.

     In December 2000, the Company  acquired  approximately  2300 acres near San
Diego,   California,   representing  the  Company's  first  acquisition  in  the
California  market.  This  property  was  acquired  for  $4.6  million  in cash,
including acquisition costs. The Company expects that this project will commence
sales during fiscal 2002.

     The decrease in gross margin  during fiscal 2000 as compared to fiscal 1999
was  primarily  due to the  fiscal  1999  sellout  of the  Company's  Ranches of
Sonterra(TM)  property in Ruidoso,  New Mexico,  a project which yielded a 62.4%
margin during fiscal 1999. In addition,  certain  projects which are approaching
sellout in the Company's


                                       28
<PAGE>

Texas and  Colorado  regions  yielded  gross  margins in the 20% to 30% range in
fiscal  2000 as  compared  to the 45% to 55% range in fiscal 1999 due to a lower
number of premium lots (e.g., waterfront,  views, etc.) being available for sale
during fiscal 2000 and price decreases instituted to promote sellout.

     The decrease in gross margin  during fiscal 2001 as compared to fiscal 2000
was primarily  due to the impact of the sale of mineral  rights and related land
in Colorado  to a developer  of oil and gas  rights,  which  accounted  for $5.0
million of sales and $4.6 million in gross profit in fiscal 2000. Excluding this
one-time  transaction,  Residential  Land and Golf Division  gross margins would
have been 49% during  fiscal 2000.  In addition,  gross  margins were  adversely
impacted by  unanticipated  additional  road work,  the costs of which are being
directly expensed in cost of sales, in the Company's Crystal Cove(TM) project in
Tennessee.

     The Company's Investment Committee approves all property  acquisitions.  In
order to be approved for purchase by the Investment  Committee,  all residential
land and golf (as well as resort)  properties  are  expected to achieve  certain
minimum  economics  including a minimum gross margin. No assurances can be given
that such minimum economics will be achieved.

     Golf  operations  generated  revenues and related  costs for the first time
during  fiscal  1999 and the net loss from  these  operations  increased  55.9%,
during fiscal 2000 as compared to fiscal 1999.  The Company  opened the first 18
holes of its Carolina  National Golf Course(TM)  ("Carolina  National(TM)")  for
play in July 1998.  In fiscal  2000,  the Company  opened  another nine holes at
Carolina  National(TM)  along with a new clubhouse,  featuring food and beverage
operations  and an expanded  pro shop.  Startup  losses  from the new  amenities
contributed to the increased loss in fiscal 2000.

     The gross loss from golf  operations  decreased 11.8% during fiscal 2001 as
compared to fiscal 2000, due to decreased start-up losses from the operations at
Carolina National(TM).

Interest Income

     Interest  income was $14.8  million,  $15.7  million and $17.3  million for
fiscal 1999,  2000 and 2001,  respectively.  The  Company's  interest  income is
earned from its notes receivable, securities retained pursuant to sales of notes
receivable  (including REMIC  transactions) and cash and cash  equivalents.  The
increase in interest  income during fiscal 2000 was primarily due to an increase
in the average notes  receivable  balance due to increased  timeshare sales plus
increased interest  accretion on securities  retained from the sale of timeshare
notes  receivable.  The  increase  in  interest  income  during  fiscal 2001 was
primarily  due to an increase in the average  notes  receivable  balance  during
fiscal 2001,  as compared to fiscal 2000.  The increase was primarily due to the
fact  that the  Company's  new  timeshare  receivables  purchase  facility  (see
"Liquidity and Capital  Resources") was not executed as of the end of the second
quarter of fiscal 2001,  and therefore the Company did not sell any  receivables
during the first half of fiscal 2001,  thus generating more interest income from
higher average notes receivable balances.

Gain on Sale of Notes Receivable and Other Income

     In fiscal 1999, 2000 and 2001, the Company  recognized  $3.7 million,  $2.1
million and $3.3 million in gains, respectively,  on the sale of timeshare notes
receivable pursuant to timeshare receivables purchase facilities in place during
the respective periods (the current timeshare  receivables  purchase facility is
more fully  described below under "Credit  Facilities for Timeshare  Receivables
and  Inventories").  The amount of gain  decreased in 2000 and increased in 2001
commensurate with the amount of receivables sold.

     Other income was $522,000,  $735,000 and $572,000  during fiscal 1999, 2000
and 2001,  respectively,  and was less than 1% of total  revenues in each fiscal
year.

Selling, General and Administrative Expenses ("S, G & A Expenses")

     The  Company's S, G & A Expenses  consist  primarily  of  marketing  costs,
advertising expenses,  sales commissions and field and corporate  administrative
overhead.  S, G & A Expenses  totaled $114.7 million,  $129.0 million and $148.6
million for fiscal 1999, 2000 and 2001,  respectively.  As a percentage of total
revenues,  S, G & A Expenses  were 44.1% for fiscal 1999,  50.7% for fiscal 2000
and 53.9% for fiscal 2001.


                                       29
<PAGE>

     The  increases in S, G & A Expenses as a  percentage  of revenues in fiscal
2000 and fiscal 2001 were largely the result of higher S, G & A Expenses for the
Resorts Division (due to reasons previously  discussed under "Resorts Division")
as well as higher corporate general and administrative expenses. In fiscal 2000,
growth in the  information  systems  area as well as  increased  facilities  and
depreciation  expense to support the future  growth of the  Company  resulted in
higher  expenses.  In fiscal  2001,  increased  fees  related  to the  Company's
timeshare receivables purchase facilities,  higher depreciation due to increased
investment  in  technology  and other  fixed  assets and higher  legal  expenses
related to defending certain litigation described more fully under Item 3 "Legal
Proceedings" all contributed to the increase in corporate overhead.

Interest Expense

     Interest expense totaled $12.9 million, $13.8 million and $15.5 million for
fiscal 1999,  fiscal 2000 and fiscal 2001,  respectively.  The 7.0%  increase in
interest  expense in fiscal  2000 was due to an  increase  in the  average  debt
balance  outstanding  from $175.2  million in fiscal  1999 to $202.7  million in
fiscal  2000.   This  increase  was  primarily  due  to  interest   incurred  on
approximately  $53.8 million of acquisition and development  borrowings incurred
during the second and third  fiscal  quarters  of fiscal  2000.  This  increased
interest  expense  incurred  was  partially  offset  by an  increased  amount of
interest  capitalized  into the carrying cost of the Company's  inventory during
fiscal  2000  commensurate  with the  increased  inventory  balances  during the
period.  The 11.9% increase in fiscal 2001 was due to increased interest expense
from the  hypothecation  of  receivables  during the first  half of fiscal  2001
pending the first sale of timeshare  receivables  under the Company's  timeshare
receivables purchase facility entered into during September 2000 (see "Liquidity
and Capital Resources"). The majority of this hypothecation interest expense was
offset by increased interest income earned on the timeshare receivables held.

     The effective cost of borrowing (when adding back capitalized interest) was
10.0%, 9.8% and 9.5% for fiscal 1999, fiscal 2000 and fiscal 2001, respectively.

Provision for Loan Losses

     The  allowance for loan losses by division as of April 2, 2000 and April 1,
2001 was (amounts in thousands):

<TABLE>
<CAPTION>
                                                        Resorts      Residential Land
                                                        Division     and Golf Division       Other            Total
<S>                                                      <C>               <C>                <C>            <C>
April 2, 2000
-------------
 Notes receivable                                        $61,520           $10,883              $735         $73,138
 Less: allowance for loan losses                          (2,515)             (458)              (51)         (3,024)
                                                        --------          --------          --------        --------
 Notes receivable, net                                   $59,005           $10,425              $684         $70,114
                                                        ========          ========          ========        ========
 Allowance as a % of gross notes receivable                  4.1%              4.2%              6.9%            4.1%
                                                        ========          ========          ========        ========

April 1, 2001
-------------
 Notes receivable                                        $64,245            $9,001            $5,136         $78,382
 Less: allowance for loan losses                          (3,058)             (416)             (112)         (3,586)
                                                        --------          --------          --------        --------
 Notes receivable, net                                   $61,187            $8,585            $5,024         $74,796
                                                        ========          ========          ========        ========
 Allowance as a % of gross notes receivable                  4.8%              4.6%              2.2%            4.6%
                                                        ========          ========          ========        ========
</TABLE>

     The Company recorded provisions for loan losses totaling $2.8 million, $5.3
million and $4.9  million  during  fiscal  1999,  fiscal  2000 and fiscal  2001,
respectively. The 93.8% increase in the provision during fiscal 2000 from fiscal
1999  was  due in part to the  overall  10%  increase  in the  notes  receivable
portfolio.  The increase in the  provision  is also due to  increased  timeshare
sales, and therefore  increased  timeshare loans (where historical default rates
exceed those for land loans).  The 8.4% decrease in the provision  during fiscal
2001 as  compared  to fiscal 2000 was due to  increased,  non-recourse  sales of
notes  receivable  pursuant  to the  Company's  timeshare  receivables  purchase
facility  during  fiscal 2001 as compared  to fiscal  2000 (see  "Liquidity  and
Capital Resources").

     Other  notes  receivable  primarily  includes a $4.7  million  loan to Napa
Partners,  LLC ("Napa"),  a real estate company in Napa,  California  (the "Napa
Loan"). Napa used the proceeds to acquire  approximately 32 acres of undeveloped
land in Napa,  California,  which is zoned for mixed use as a timeshare  resort,
hotel and commercial  property.  On January 4, 2001,  Napa repaid  approximately
$68,000 in principal of the Napa Loan. In May 2001,


                                       30
<PAGE>

Napa repaid the remaining outstanding principal balance on the Napa Loan and all
accrued  interest.  The remaining  balance of other notes  receivable  primarily
consists of secured promissory notes receivable from commercial enterprises upon
their purchase of bulk parcels from the Company's  Residential Land and Golf and
Communities  Divisions.  The Company monitors the  collectibility of these notes
based on various factors, including the value of the underlying collateral.

Provision for Income Taxes

     The  provision  for income taxes as a percentage of income before taxes was
39.5%,  38.4% and  38.5%  during  fiscal  1999,  fiscal  2000 and  fiscal  2001,
respectively. The decrease in fiscal 2000 was primarily due to state tax savings
generated by a  restructuring  of  subsidiaries in a state where the Company has
significant operations.

Extraordinary Item

     The  Company  recognized  a  $1.7  million   extraordinary  loss  on  early
extinguishment of debt, net of taxes, during fiscal 1999 (see further discussion
under "Liquidity and Capital Resources - Note Offering").

Summary

     Based on the factors  discussed  above,  the Company's net income decreased
from $17.0  million in fiscal  1999 to $6.8  million in fiscal  2000 and to $2.7
million in fiscal 2001.

Changes in Financial Condition

     Consolidated  assets of the  Company  increased  $5.7  million  from $414.0
million at April 2, 2000 to $419.7  million at April 1, 2001.  This increase was
due to an  increase  in  contracts  receivable  of $10.6  million  due to higher
Residential  Land and Golf  division  sales during the fourth  quarter of fiscal
2001 as  compared  to the  fourth  quarter  of  fiscal  2000.  Prepaid  expenses
increased  $8.6 million due to the $9.0 million  prepaid  marketing fees paid to
Bass Pro,  Inc.  (see  Note 3 of Notes to  Consolidated  Financial  Statements).
Investments  in securities  increased  $4.6 million due to  additional  residual
interests in timeshare receivables  portfolios sold during fiscal 2001. Property
and equipment increased $6.1 million due primarily due to additional development
spending on the  Company's  golf courses and  additional  technology  purchases.
These  increases were partially  offset by a $25.5 million  decrease in cash and
cash  equivalents,  more fully described in the  Consolidated  Statement of Cash
Flows included in the  Consolidated  Financial  Statements  contained  elsewhere
herein.

     Consolidated liabilities increased $879,000 from $279.2 million at April 2,
2000 to $280.1  million at April 1, 2001.  The increase was  primarily  due to a
$2.6 million increase in accounts  payable,  a $2.4 million increase in deferred
income (due  primarily  to income  deferred on the  Company's  new project  near
Chapel Hill, North Carolina, The Preserve at Jordan Lake(TM)) and a $6.2 million
increase in deferred  taxes as a result of the increased  impact of  installment
sales income from the Company's Resorts Division. These increases were partially
offset by a $2.5 million decrease in receivable-backed debt due to payments made
on timeshare  hypothecation lines in connection with the sales of the underlying
notes. In addition, lines-of-credit and notes payable decreased $7.4 million due
to   lot/interval   release   payments  made  on  acquisition   and  development
lines-of-credit during fiscal 2001.

     Total  shareholders'  equity  increased  $2.7 million  during  fiscal 2001,
primarily due to net income during the year. The Company's book value per common
share increased from $5.50 to $5.65 and its debt-to-equity  ratio decreased from
1.70:1 to 1.59:1 at April 2, 2000 and April 1, 2001, respectively.

Liquidity and Capital Resources

     The  Company's  capital  resources  are  provided  from both  internal  and
external  sources.   The  Company's  primary  capital  resources  from  internal
operations  are: (i) cash sales,  (ii) down payments on lot and timeshare  sales
which are financed, (iii) net cash generated from other resort services and golf
operations,  (iv) principal and interest payments on the purchase money mortgage
loans and  contracts  for deed  arising from sales of  Timeshare  Interests  and
residential  land lots  (collectively  "Receivables")  and (v) proceeds from the
sale of,  or  borrowings  collateralized  by,  notes  receivable.  Historically,
external   sources  of  liquidity   have  included   borrowings   under  secured
lines-of-credit,  seller and bank  financing of inventory  acquisitions  and the
issuance of debt securities. The Company's


                                       31
<PAGE>

capital  resources are used to support the Company's  operations,  including (i)
acquiring  and  developing  inventory,  (ii)  providing  financing  for customer
purchases,  (iii) meeting  operating  expenses and (iv) satisfying the Company's
debt, and other  obligations.  The Company  anticipates that it will continue to
require  external  sources of liquidity to support its  operations,  satisfy its
debt  and  other   obligations  and  to  provide  funds  for  future   strategic
acquisitions, primarily for the Resorts Division.

Note Offering

     On April 1, 1998,  the Company  consummated  a Rule 144A private  placement
offering (the  "Offering")  of $110.0 million in aggregate  principal  amount of
10.5% senior secured notes due April 1, 2008 (the "Notes").  The net proceeds of
the Offering were approximately $106.3 million. In connection with the Offering,
the  Company  repaid the $22.1  million of  short-term  borrowings  from the two
investment  banking  firms  that  were  the  initial  purchasers  of the  Notes,
approximately  $28.9 million of  line-of-credit  and notes payable  balances and
approximately $36.3 million of the Company's receivable-backed notes payable. In
addition,  the Company  paid  aggregate  accrued  interest on the repaid debt of
approximately  $1.0  million  and $2.7  million  of  prepayment  penalties.  The
remaining net proceeds of the Offering were used to repay other  obligations  of
the  Company  and  for  working  capital  purposes  (see  Note  10 of  Notes  to
Consolidated Financial Statements).

Credit Facilities for Timeshare Receivables and Inventories

     The Company maintains various credit facilities with financial institutions
that provide for receivable financing for its timeshare projects.

     In September  2000,  the Company  executed  agreements  for a new timeshare
receivables  purchase  facility  (the  "Purchase  Facility")  with two financial
institutions,  including a commercial paper conduit (the "Senior Purchaser") and
the  institution  that  underwrote  the Company's  immediately  prior  timeshare
receivables purchase facility (the "Subordinated Purchaser") (collectively,  the
"Purchasers").  The  Purchase  Facility  utilizes  an owner's  trust  structure,
pursuant to which the Company sells  receivables  to a special  purpose  finance
subsidiary  of the  Company  (the  "Subsidiary")  and the  Subsidiary  sells the
receivables  to an  owner's  trust  without  recourse  except  for  breaches  of
customary  representations  and warranties at the time of sale.  Pursuant to the
agreements that constitute the Purchase  Facility  (collectively,  the "Purchase
Facility  Agreements"),  the  Subsidiary  may  receive  up  to  $90  million  of
cumulative  purchase price (as more fully described below) on sales of timeshare
receivables to the owner's trust in  transactions  through October 16, 2001. The
Purchase  Facility  includes a  provision  for a $50  million  extension,  if so
requested by the Company and at the  Purchasers'  sole  discretion and approval.
The Purchase Facility has detailed  requirements with respect to the eligibility
of receivables for purchase. Under the Purchase Facility, a purchase price equal
to 95.00% (subject to adjustment in 0.50% increments down to 87.50% depending on
the  difference  between  the  weighted-average   interest  rate  on  the  notes
receivable  sold and the sum of the returns to the Purchasers plus the servicing
fee, as more fully defined  below) of the principal  balance of the  receivables
sold will be paid at closing in cash. For eligible notes  generated by Bluegreen
Properties N.V.(TM),  the Company's subsidiary in Aruba, the purchase price paid
in cash at closing is equal to 85.00% (subject to adjustment in 0.50% increments
down to 77.00% depending on the difference between the weighted-average interest
rate on the notes  receivable  sold and the sum of the returns to the Purchasers
plus the servicing fee) of the principal  balance of the  receivables  sold. The
balance of the purchase price will be deferred until such time as the Purchasers
have received a specified return, all servicing,  custodial and similar fees and
expenses have been paid and a cash reserve  account has been funded.  The 95.00%
purchase price shall be funded 71.58% by the Senior  Purchaser and 28.42% by the
Subordinated  Purchaser.  For the Aruba  receivables,  the 85.00% purchase price
shall be funded 70.00% by the Senior  Purchaser  and 30.00% by the  Subordinated
Purchaser. The Senior Purchaser shall earn a return equal to the rate equivalent
to its borrowing  cost (based on then  applicable  commercial  paper rates) plus
0.60%,  subject to use of alternate return rates in certain  circumstances.  The
Subordinated  Purchaser shall earn a return equal to one-month LIBOR plus 4.00%,
subject  to  use  of  alternate  return  rates  in  certain  circumstances.  The
Subsidiary  is required to purchase an interest rate cap agreement in connection
with each sale under the Purchase  Facility,  in order to reduce  interest  rate
risk and protect the cash flows to the Purchasers. In addition to other fees, if
the  Subsidiary  does not sell during the term of the  Purchase  Facility  notes
receivable with a cumulative purchase price of at least $70 million, the Company
will  pay to the  Purchasers  a fee  equal  to  1.5%  of  the  shortfall  in the
cumulative  purchase price. The Purchase Facility is renewable for an additional
364-day revolving period thereafter subject to the consent of the Purchasers.


                                       32
<PAGE>

     The  Purchasers'  obligation to purchase  under the Purchase  Facility will
terminate upon the occurrence of specified events.  The Company acts as servicer
under the Purchase  Facility for a fee, and is required to make  advances to the
Purchasers  to the extent it believes such  advances  will be  recoverable.  The
Purchase Facility Agreement includes various conditions to purchase,  covenants,
trigger events and other provisions customary for a transaction of this type.

     On  October  16,  2000,  the  Subsidiary  sold $31.8  million of  timeshare
receivables under the Purchase  Facility.  Gross proceeds from the sale of these
receivables were approximately $30.1 million, of which $15.8 million was used to
pay down the  Warehouse  Facility  (see  below).  The Company  recognized a $1.3
million gain on the sale of the  receivables,  recorded a $3.0 million  retained
interest and recorded a $236,000 servicing asset.

     On December  27,  2000,  the  Subsidiary  sold $30.9  million of  timeshare
receivables  under the Purchase  Facility.  Gross  proceeds on the sale of these
receivables were approximately  $29.2 million, of which $8.3 million was used to
pay down the  Warehouse  Facility  (see  below).  The Company  recognized a $1.4
million gain on the sale of the  receivables,  recorded a $3.1 million  retained
interest and recorded a $244,000 servicing asset.

     On  March  13,  2001,  the  Subsidiary  sold  $15.1  million  of  timeshare
receivables  under the Purchase  Facility.  Gross  proceeds on the sale of these
receivables were approximately  $14.0 million, of which $981,000 was used to pay
down the Warehouse  Facility (see below). The Company recognized a $582,000 gain
on the sale of the receivables,  recorded a $1.8 million  retained  interest and
recorded an $113,000 servicing asset.

     The Company has approximately  $17.0 million of aggregate principal balance
of  timeshare  notes  receivable  available  for future sales under the Purchase
Facility.  The Company anticipates that it will be necessary to enter into a new
facility during fiscal 2002. The Company is currently  negotiating new timeshare
receivables purchase facilities with two financial institutions. There can be no
assurances that the Company's  negotiations will result in the Company obtaining
either or both facilities on acceptable terms to the Company, if at all.

     The Company has a timeshare  receivables  warehouse  loan  facility,  which
expires on October 16, 2001,  with the  Subordinated  Purchaser (the  "Warehouse
Facility").  Loans under the Warehouse  Facility bear interest at LIBOR plus 3%.
The Warehouse Facility has detailed requirements with respect to the eligibility
of receivables for inclusion and other conditions to funding. The borrowing base
under the  Warehouse  Facility is 95% of the  outstanding  principal  balance of
eligible notes arising from the sale of Timeshare  Interests except for eligible
notes generated by Bluegreen  Properties N.V. (TM), for which the borrowing base
is 85%. The  Warehouse  Facility  includes  affirmative,  negative and financial
covenants  and  events of  default.  During the year  ended  April 1, 2001,  the
Company  borrowed  an  aggregate  $31.3  million  in  various   increments  from
time-to-time  under  the  Warehouse  Facility,  of which the  Company  repaid an
aggregate  $31.5  million by using cash  generated  from  principal and interest
payments on the  underlying  loans and proceeds from the sale of the  underlying
receivables.  The remaining  balance of the Warehouse  Facility,  as well as any
such future  borrowings,  will be repaid as principal and interest  payments are
collected on the timeshare notes receivable which  collateralize  the loan or as
the loans are sold  through the  Purchase  Facility,  but in no event later than
October  16,  2001.  The  maximum  principal  amount  that  may  be  outstanding
prospectively  under the  Warehouse  Facility is $15.0  million.  As of April 1,
2001, the outstanding  balance on the Warehouse  Facility was $1.4 million.  The
Company  is  currently  negotiating  an  increased  facility  with  an  extended
expiration date with the Subordinated Purchaser. There can be no assurances that
such a facility  will be obtained  with the  Subordinated  Purchaser  or another
lender at terms acceptable to the Company.

     In addition,  the  Subordinated  Purchaser  has provided the Company with a
$28.0 million acquisition and development facility for its timeshare inventories
(the "A&D  Facility").  The draw down period on the A&D Facility has expired and
outstanding borrowings under the A&D Facility mature no later than January 2006.
Principal  will be  repaid  through  agreed-upon  release  prices  as  Timeshare
Interests  are  sold  at  the  financed  resort,  subject  to  minimum  required
amortization.  The indebtedness  under the facility bears interest at LIBOR plus
3%. On September  14, 1999,  the Company  borrowed  approximately  $14.0 million
under the A&D facility.  The outstanding principal must be repaid by November 1,
2005, through agreed-upon release prices as Timeshare Interests in the Company's
Lodge Alley Inn(TM)  resort in Charleston,  South Carolina are sold,  subject to
minimum  required  amortization.  On December  20,  1999,  the Company  borrowed
approximately $13.9 million under the acquisition and development facility.  The
principal must be repaid by January 1, 2006, through  agreed-upon release prices
as Timeshare  Interests  in the  Company's  Shore Crest II(TM)  resort are sold,
subject to minimum required amortization.  The outstanding balance under the A&D
Facility  at  April  1,  2001  was  $17.8  million.  The  Company  is  currently
negotiating  an  extension  and  increase of the A&D  Facility.  There can be no
assurances that the Company's negotiations will be successful.


                                       33
<PAGE>

Credit Facilities for Residential Land and Golf Receivables and Inventories

     The Company has a $30.0 million  revolving credit facility with a financial
institution  for the pledge of Residential  Land and Golf Division  receivables,
with up to $10  million  of the  total  facility  available  for  Land  and Golf
Division  inventory  borrowings.   The  interest  rate  charged  on  outstanding
borrowings  ranges  from  prime plus 0.5% to 1.0%,  with 8.0% being the  minimum
interest  rate for  inventory  borrowings.  At April 1,  2001,  the  outstanding
principal  balance under this facility was  approximately  $6.0 million,  all of
which related to  receivables  borrowings.  All principal and interest  payments
received on pledged  receivables are applied to principal and interest due under
the facility.  The ability to borrow under the facility  expires on December 31,
2003. Any outstanding indebtedness is due on December 31, 2005.

     The Company has a $35.0 million revolving credit facility, which expires in
March 2002,  with a financial  institution.  The Company  uses this  facility to
finance the  acquisition  and  development  of  residential  land  projects and,
potentially,  to finance land  receivables.  The facility is secured by the real
property  (and  personal   property  related  thereto)  with  respect  to  which
borrowings  are made,  with the lender  required  to  advance up to a  specified
percentage  of  the  value  of  the  mortgaged  property  and  eligible  pledged
receivables,  provided that the maximum  outstanding  amount  secured by pledged
receivables  may not exceed $20.0 million.  The interest  charged on outstanding
borrowings is prime plus 1.25%.  On September  14, 1999, in connection  with the
acquisition  of 1,550  acres  adjacent to the  Company's  Lake Ridge at Joe Pool
Lake(TM)  residential  land  project in Dallas,  Texas  ("Lake  Ridge II"),  the
Company  borrowed   approximately  $12.0  million  under  the  revolving  credit
facility.  Principal payments are effected through agreed-upon release prices as
lots in Lake Ridge II and in another  recently  purchased  section of Lake Ridge
are sold.  The  principal  must be repaid by September  14, 2004.  On October 6,
1999, in connection with the acquisition of 6,966 acres for the Company's Mystic
Shores(TM)  residential land project in Canyon Lake, Texas, the Company borrowed
$11.9 million under the revolving credit  facility.  On May 5, 2000, the Company
borrowed an additional  $2.1 million under this facility in order to purchase an
additional 435 acres for the Mystic Shores(TM)  project.  Principal payments are
effected  through  agreed-upon  release prices as lots in Mystic  Shores(TM) are
sold.  The  principal  under the $11.9 million and $2.1 million loans for Mystic
Shores(TM) must be repaid by October 6, 2004 and May 5, 2004, respectively.  The
aggregate outstanding balance on the Revolving Credit Facility was $22.1 million
at April 1, 2001.

     On September 24, 1999, the Company obtained two lines-of-credit with a bank
for the purpose of  acquiring  and  developing a new  residential  land and golf
course  community in New Kent County,  Virginia,  known as  Brickshire(TM).  The
lines-of-credit  have an aggregate  borrowing  capacity of  approximately  $15.8
million. On September 27, 1999, the Company borrowed  approximately $2.0 million
under one of the  lines-of-credit  in  connection  with the  acquisition  of the
Brickshire(TM)   property.   During  December  2000,  the  Company  borrowed  an
additional  $2.0 million under the  lines-of-credit.  The  outstanding  balances
under the  lines-of-credit  bear interest at prime plus 0.5% and interest is due
monthly.  Principal payments are effected through  agreed-upon release prices as
lots  in  Brickshire(TM)   are  sold,  subject  to  minimum  required  quarterly
amortization   commencing  on  April  30,  2002.   All   borrowings   under  the
lines-of-credit  must be repaid by January 31, 2004.  The loan is secured by the
Company's residential land lot inventory in Brickshire(TM). As of April 1, 2001,
the outstanding principal balance on the lines-of-credit was $675,000.

     Concurrent  with  obtaining the  Brickshire(TM)  lines-of-credit  discussed
above;   the  Company  also   obtained   from  the  same  bank  a  $4.2  million
line-of-credit for the purpose of developing a golf course on the Brickshire(TM)
property (the "Golf Course Loan").  In December 2000, the Company  borrowed $2.6
million  under the Golf Course Loan.  The  outstanding  balances  under the Golf
Course Loan will bear  interest at prime plus 0.5% and  interest is due monthly.
Principal  payments  will be payable in equal  monthly  installments  of $35,000
commencing  September 1, 2001.  The principal must be repaid by October 1, 2005.
The loan is secured by the Brickshire(TM)  golf course property.  As of April 1,
2001, $2.6 million was outstanding under the Golf Course Loan.

     Over the past three years,  the Company has received  approximately  90% to
99% of its land sales proceeds in cash. Accordingly, in recent years the Company
has reduced the  borrowing  capacity  under  credit  agreements  secured by land
receivables.  The Company  attributes the significant volume of cash sales to an
increased  willingness  on the part of certain local banks to extend more direct
customer  lot  financing.  No  assurances  can be given  that  local  banks will
continue to provide such customer financing.

     Historically,  the  Company  has funded  development  for road and  utility
construction,  amenities,  surveys and engineering fees from internal operations
and has financed the acquisition of residential land and golf properties


                                       34
<PAGE>

through seller,  bank or financial  institution loans. Terms for repayment under
these loans  typically  call for interest to be paid monthly and principal to be
repaid  through  lot  releases.  The  release  price  is  usually  defined  as a
pre-determined  percentage of the gross selling price  (typically 25% to 50%) of
the parcels in the subdivision.  In addition,  the agreements generally call for
minimum cumulative annual amortization.  When the Company provides financing for
its  customers  (and  therefore  the release  price is not  available in cash at
closing to repay the  lender),  it is  required  to pay the  creditor  with cash
derived  from other  operating  activities,  principally  from cash sales or the
pledge of receivables originated from earlier property sales.

Other Credit Facility

     The  Company  has a $10  million,  unsecured  line-of-credit  with a  bank.
Borrowings under the line bear interest at LIBOR plus 2% and are due on December
31,  2001.  At April 1,  2001,  there  were no  amounts  outstanding  under  the
line-of-credit.

Summary

     The  Company  intends to  continue  to pursue a  growth-oriented  strategy,
particularly  with  respect to its Resorts  Division.  In  connection  with this
strategy,  the  Company  may from  time to time  acquire,  among  other  things,
additional resort properties and completed Timeshare Interests;  land upon which
additional  resorts  may be built;  management  contracts;  loan  portfolios  of
Timeshare  Interest  mortgages;  portfolios  which include  properties or assets
which  may be  integrated  into the  Company's  operations;  interests  in joint
ventures;  and operating  companies providing or possessing  management,  sales,
marketing,  development,  administration  and/or other expertise with respect to
the Company's  operations in the timeshare  industry.  In addition,  the Company
intends to continue to focus the  Residential  Land and Golf Division on larger,
more capital intensive projects  particularly in those regions where the Company
believes the market for its products is strongest,  such as new golf communities
in the  Southeast  and  other  areas  and  continued  growth  in  the  Company's
successful regions in Texas.

     The Company estimates that the total cash required to complete  preparation
for the sale of its residential land and golf and timeshare  property  inventory
as of April 1, 2001 is  approximately  $272.6  million  (based on current costs)
with such amount expected to be incurred over a five- to seven-year  period. The
Company plans to fund these  expenditures  primarily with available  capacity on
existing or proposed credit facilities and cash generated from operations. There
can be no  assurances  that the Company will be able to obtain the  financing or
generate the cash from  operations  necessary to complete the foregoing plans or
that actual costs will not exceed those estimated.

     The Company  believes that its existing  cash,  anticipated  cash generated
from  operations,  anticipated  future  permitted  borrowings  under existing or
proposed  credit  facilities and  anticipated  future sales of notes  receivable
under the timeshare  receivables purchase facility (or any replacement facility)
will be sufficient to meet the Company's  anticipated  working capital,  capital
expenditure and debt service  requirements for the foreseeable future.  Based on
outstanding  borrowings  at April 1, 2001,  and the existing  credit  facilities
described above, the Company has approximately $79.8 million of available credit
at its disposal, subject to customary conditions,  compliance with covenants and
eligible  collateral.  The Company  will be required to renew or replace  credit
facilities  that will expire in fiscal 2002.  The Company  will,  in the future,
also require  additional  credit facilities or issuances of other corporate debt
or equity  securities in connection  with  acquisitions  or otherwise.  Any debt
incurred  or issued by the Company  may be secured or  unsecured,  bear fixed or
variable  rate  interest  and may be  subject  to such  terms as the  lender may
require and management deems prudent. There can be no assurances that the credit
facilities  which have expired or which are scheduled to expire in the near term
will be renewed or  replaced or that  sufficient  funds will be  available  from
operations  or under  existing,  proposed  or future  revolving  credit or other
borrowing  arrangements or receivables purchase facilities to meet the Company's
cash needs, including, without limitation, its debt service obligations.

     The Company's  credit  facilities,  indentures and other  outstanding  debt
instruments include customary  conditions to funding,  eligibility  requirements
for collateral,  certain financial and other affirmative and negative covenants,
including, among others, limits on the incurrence of indebtedness, limits on the
repurchase of  securities,  payment of dividends,  investments in joint ventures
and other  restricted  payments,  the  incurrence  of liens,  transactions  with
affiliates,  covenants concerning net worth, fixed charge coverage requirements,
debt-to-equity  ratios and events of default.  No  assurances  can be given that
such covenants will not limit the Company's  ability to raise funds,  satisfy or
refinance  its   obligations  or  otherwise   adversely   affect  the  Company's
operations. In addition, the Company's future


                                       35
<PAGE>

operating  performance  and ability to meet its  financial  obligations  will be
subject to future  economic  conditions  and to  financial,  business  and other
factors, many of which will be beyond the Company's control.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency Risk

     The Company's total revenues and net assets denominated in a currency other
than U.S. dollars during fiscal 2001 were less than 1% of consolidated  revenues
and  consolidated  assets,  respectively.  Sales  generated and  long-term  debt
incurred to date by BPNV are transacted in U.S. dollars.  The effects of changes
in foreign currency exchange rates have not historically been significant to the
Company's operations or net assets.

Interest Rate Risk

     The  Company  sold  $54.8  million,  $48.3  million  and $77.7  million  of
fixed-rate  timeshare  notes  receivable  during  fiscal  1999,  2000 and  2001,
respectively,  under the Purchase Facility (see "Credit Facilities for Timeshare
Receivables  and  Inventories").  The gain on sale  recognized by the Company is
based upon variable  interest rates at the time of sale including the prevailing
weighted-average  term  treasury  rate and  prevailing  commercial  paper  rates
(depending on the purchase facility in effect) and many other factors including,
but not limited to the  weighted-average  coupon rate and remaining  contractual
life of the loans sold, and assumptions  regarding the constant prepayment rate,
loss  severity and annual  default  rates.  The Company  also  retains  residual
interests  in pools of fixed and  variable  rate land notes  receivable  sold in
private  placement  REMIC  transactions.  The Company  believes that it has used
conservative  assumptions  in valuing  the  residual  interests  retained in the
timeshare  and  land  notes  sold  through  the  Purchase   Facility  and  REMIC
transactions, respectively, and that such assumptions should mitigate the impact
of a hypothetical one-percentage point interest rate change on these valuations.
There can be no assurances that the assumptions will prove to be conservative.

     As of  April  1,  2001,  the  Company  had  fixed  interest  rate  debt  of
approximately  $159.3 million and floating  interest rate debt of  approximately
$58.7 million.  In addition,  the Company's notes  receivable from timeshare and
residential  land and golf  customers  were  comprised of $70.8 million of fixed
rate loans and $3.9  million  of notes  bearing  floating  interest  rates.  The
floating   interest  rates  are  based  either  upon  the  prevailing  prime  or
three-month  LIBOR  interest  rates.  For floating rate  financial  instruments,
interest  rate changes do not  generally  affect the market value of debt but do
impact future earnings and cash flows, assuming other factors are held constant.
Conversely,  for fixed rate  financial  instruments,  interest  rate  changes do
affect the market value of debt but do not impact earnings or cash flows.

     A hypothetical one-percentage point change in the prevailing prime or LIBOR
rates,  as  applicable,  would  decrease  after-tax  earnings  of the Company by
approximately  $198,000  per year,  based on the  impact of  increased  interest
income on variable rate  residential land and golf notes receivable and cash and
cash equivalents offset by the increased interest expense on variable rate debt.
A similar change in the interest rate would decrease the total fair value of the
Company's  fixed  rate  debt,   excluding  the  Debentures  and  the  Notes,  by
approximately  $113,000.  The fact that the Debentures  are publicly  traded and
convertible into the Company's common stock makes it impractical to estimate the
effect of the  hypothetical  change in  interest  rates on the fair value of the
Debentures.  In  addition,  the fact that the Notes  (see "Note  Offering")  are
publicly traded in the over-the-counter  market makes it impractical to estimate
the effect of the hypothetical change in interest rates on the fair value of the
Notes. Due to the non-interest  related factors involved in determining the fair
value of these publicly traded  securities,  their fair values have historically
demonstrated increased,  decreased or at times contrary relationships to changes
in interest  rates as compared to other  types of  fixed-rate  debt  securities.
These  analyses do not  consider  the  effects of the  reduced  level of overall
economic activity that could exist in such an environment. Further, in the event
of such a change, management may likely take actions to mitigate its exposure to
the change.  However,  due to the uncertainty of the specific actions that would
be taken and their possible effects, the sensitivity analysis assumes no changes
in the Company's financial structure.


                                       36
<PAGE>

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                              BLUEGREEN CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                 April 2,         April 1,
                                                                                                   2000             2001
                                                                                                ---------        ---------
<S>                                                                                             <C>              <C>
ASSETS

Cash and cash equivalents (including restricted cash of approximately
  $21.1 million and $22.4 million at April 2, 2000 and April 1, 2001, respectively) .......     $  65,526        $  40,016
Contracts receivable, net .................................................................         7,919           18,507
Notes receivable, net .....................................................................        70,114           74,796
Prepaid expenses ..........................................................................         5,003           13,595
Inventory, net ............................................................................       197,093          193,634
Investments in securities .................................................................        15,330           19,898
Property and equipment, net ...............................................................        35,409           41,462
Other assets ..............................................................................        17,589           17,773
                                                                                                ---------        ---------
          Total assets ....................................................................     $ 413,983        $ 419,681
                                                                                                =========        =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
Accounts payable ..........................................................................     $   3,654        $   6,245
Accrued liabilities and other .............................................................        31,514           31,171
Deferred income ...........................................................................         2,928            5,314
Deferred income taxes .....................................................................        13,173           19,329
Receivable-backed notes payable ...........................................................        11,167            8,702
Lines-of-credit and notes payable .........................................................        66,364           58,918
10.50% senior secured notes payable .......................................................       110,000          110,000
8.00% convertible subordinated notes payable to related parties ...........................         6,000            6,000
8.25% convertible subordinated debentures .................................................        34,371           34,371
                                                                                                ---------        ---------
   Total liabilities ......................................................................       279,171          280,050

Minority interest .........................................................................           768            2,841

Commitments and contingencies

Shareholders' Equity
Preferred stock, $.01 par value, 1,000 shares authorized; none issued .....................            --               --
Common stock, $.01 par value, 90,000 shares authorized; 26,935
  and 26,946 shares issued at April 2, 2000 and April 1, 2001, respectively ...............           269              269
Additional paid-in capital ................................................................       122,533          122,564
Treasury stock, 2,558  and 2,756 common shares at April 2, 2000 and
  April 1, 2001, respectively, at cost ....................................................       (12,313)         (12,885)
Net unrealized gains on investments available-for-sale, net of income taxes
                                                                                                      901            1,471
Retained earnings .........................................................................        22,654           25,371
                                                                                                ---------        ---------
     Total shareholders' equity ...........................................................       134,044          136,790
                                                                                                ---------        ---------
          Total liabilities and shareholders' equity ......................................     $ 413,983        $ 419,681
                                                                                                =========        =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       37
<PAGE>

                              BLUEGREEN CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                                          Year Ended
                                                                          ---------------------------------------------
                                                                          March 28,         April 2,           April 1,
                                                                            1999              2000               2001
                                                                          ---------------------------------------------
<S>                                                                       <C>               <C>               <C>
Revenues:
  Sales .............................................................     $ 225,816         $ 214,488         $ 226,310
  Other resort and golf operations ..................................        14,881            21,745            28,213
  Interest income ...................................................        14,804            15,652            17,317
  Gain on sales of notes receivable .................................         3,692             2,063             3,281
  Other income ......................................................           522               735               572
                                                                          ---------         ---------         ---------
                                                                            259,715           254,683           275,693

Cost and expenses:
  Cost of sales .....................................................        81,495            74,957            78,795
  Cost of other resort and golf operations ..........................        15,977            20,948            24,951
  Selling, general and administrative expenses ......................       114,650           129,034           148,564
  Interest expense ..................................................        12,922            13,841            15,494
  Provision for loan losses .........................................         2,754             5,338             4,887
                                                                          ---------         ---------         ---------
                                                                            227,798           244,118           272,691
                                                                          ---------         ---------         ---------

Income before provision for  income taxes and minority interest .....        31,917            10,565             3,002
Provision for income taxes ..........................................        12,610             4,055             1,156
Minority interest in (loss) income of consolidated subsidiary .......           585              (267)             (871)
                                                                          ---------         ---------         ---------
Income before extraordinary item ....................................        18,722             6,777             2,717
Extraordinary loss on early extinguishment of debt,
   net of income taxes ..............................................        (1,682)               --                --
                                                                          ---------         ---------         ---------
Net income ..........................................................     $  17,040         $   6,777         $   2,717
                                                                          =========         =========         =========

Earnings per common share:
  Basic:
      Income before extraordinary item ..............................     $     .85         $     .29         $     .11
      Extraordinary loss on early extinguishment of debt,
         net of income taxes ........................................          (.08)               --                --
                                                                          ---------         ---------         ---------
      Net income ....................................................     $     .77         $     .29         $     .11
                                                                          =========         =========         =========

  Diluted:
      Income before extraordinary item ..............................     $     .72         $     .28         $     .11
      Extraordinary loss on early extinguishment of debt,
         net of income taxes ........................................          (.06)               --                --
                                                                          ---------         ---------         ---------
      Net income ....................................................     $     .66         $     .28         $     .11
                                                                          =========         =========         =========

Weighted-average number of common and common
   equivalent shares:
  Basic .............................................................        22,167            23,323            24,242
                                                                          =========         =========         =========
  Diluted ...........................................................        28,909            25,375            24,316
                                                                          =========         =========         =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       38
<PAGE>

                              BLUEGREEN CORPORATION

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                                                            Net
                                                                                                        Unrealized
                                                                                                         Gains on
                                                                                                        Investments
                                                      Common                  Additional    Treasury   Available-for-
                                                      Shares       Common      Paid-in      Stock at    Sale Net of,
                                                      Issued        Stock      Capital        Cost      Income Taxes
                                                      ------        -----      -------        ----      ------------
<S>                                                    <C>        <C>          <C>          <C>           <C>
Balance at March 30, 1998 ........................     20,761     $    208     $ 71,932     $ (1,389)     $    405
Net income .......................................         --           --           --           --            --
Net unrealized gains on  investments
   available-for-sale, net of income
   taxes .........................................         --           --           --           --           155

Comprehensive income .............................
Sale of common stock,  net of
  issuance costs .................................      4,118           41       34,212           --            --
Conversion of subordinated
  debentures .....................................         45            1          367           --            --
Shares issued to employees and
  directors upon exercise of  stock
  options ........................................        139            1          396           --            --
Income tax benefit from stock
  options exercised ..............................         --           --          299           --            --
Shares repurchased for treasury stock ............         --           --           --       (3,156)           --
                                                     --------     --------     --------     --------      --------
Balance at March 28, 1999 ........................     25,063          251      107,206       (4,545)          560
Net income .......................................         --           --           --           --            --
Net unrealized gains on investments
  available-for-sale, net of income taxes ........         --           --           --           --           341

Comprehensive income .............................
Sale of common stock, net of issuance costs ......      1,765           17       14,956           --            --
Shares issued to employees and directors upon
  exercise of stock options ......................        107            1          260           --            --
Income tax benefit from stock options exercised ..         --           --          111           --            --
Shares repurchased for treasury stock ............         --           --           --       (7,768)           --
                                                     --------     --------     --------     --------      --------
Balance at April 2, 2000 .........................     26,935          269      122,533      (12,313)          901
Net income .......................................         --           --           --           --            --
Net unrealized gains on investments
  available-for-sale, net of income taxes ........         --           --           --           --           570

Comprehensive income .............................
Shares issued to employees and directors upon
  exercise of stock options ......................         11           --           28           --            --
Income tax benefit from stock options exercised ..         --           --            3           --            --
Shares repurchased for treasury stock ............         --           --           --         (572)           --
                                                     --------     --------     --------     --------      --------
Balance at April 1, 2001 .........................     26,946     $    269     $122,564     $(12,885)     $  1,471
                                                     ========     ========     ========     ========      ========

<CAPTION>
                                                        Retained
                                                        Earnings
                                                      (Accumulated
                                                        Deficit)       Total
                                                        --------       -----
<S>                                                    <C>           <C>
Balance at March 30, 1998 ........................     $ (1,163)     $ 69,993
Net income .......................................       17,040        17,040
Net unrealized gains on  investments
   available-for-sale, net of income
   taxes .........................................           --           155
                                                                     --------
Comprehensive income .............................                     17,195
Sale of common stock,  net of
  issuance costs .................................           --        34,253
Conversion of subordinated
  debentures .....................................           --           368
Shares issued to employees and
  directors upon exercise of  stock
  options ........................................           --           397
Income tax benefit from stock
  options exercised ..............................           --           299
Shares repurchased for treasury stock ............           --        (3,156)
                                                       --------      --------
Balance at March 28, 1999 ........................       15,877       119,349
Net income .......................................        6,777         6,777
Net unrealized gains on investments
  available-for-sale, net of income taxes ........           --           341
                                                                     --------
Comprehensive income .............................                      7,118
Sale of common stock, net of issuance costs ......           --        14,973
Shares issued to employees and directors upon
  exercise of stock options ......................           --           261
Income tax benefit from stock options exercised ..           --           111
Shares repurchased for treasury stock ............           --        (7,768)
                                                       --------      --------
Balance at April 2, 2000 .........................       22,654       134,044
Net income .......................................        2,717         2,717
Net unrealized gains on investments
  available-for-sale, net of income taxes ........           --           570
                                                                     --------
Comprehensive income .............................                      3,287
Shares issued to employees and directors upon
  exercise of stock options ......................           --            28
Income tax benefit from stock options exercised ..           --             3
Shares repurchased for treasury stock ............           --          (572)
                                                       --------      --------
Balance at April 1, 2001 .........................     $ 25,371      $136,790
                                                       ========      ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       39
<PAGE>

                              BLUEGREEN CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                                         Year Ended
                                                                                        -------------------------------------------
                                                                                         March 28,         April 2,         April 1,
                                                                                            1999             2000            2001
                                                                                        -------------------------------------------
<S>                                                                                     <C>              <C>              <C>
Operating activities:
Net income ......................................................................       $  17,040        $   6,777        $   2,717
Adjustments to reconcile net income to net cash provided (used)
  by operating activities:
    Extraordinary loss on early extinguishment of debt, net
      of income taxes ...........................................................           1,682               --               --
    Minority interest in income (loss) of consolidated subsidiary ...............             585             (267)            (871)
    Depreciation ................................................................           1,897            3,206            4,263
    Amortization ................................................................           1,023            1,556            2,463
    Amortization of discount on note payable ....................................           1,353            1,039              708
    Gain on sale of notes receivable ............................................          (3,692)          (2,063)          (3,281)
   (Gain)  loss on sale of property and equipment ...............................            (199)             347               45
    Loss on exchange of REMIC certificates ......................................              --              179               --
    Provision for loan losses ...................................................           2,754            5,338            4,887
    Provision (benefit) for deferred income taxes ...............................           5,841             (360)           5,801
    Interest accretion on investments in securities .............................          (2,205)          (2,274)          (2,627)
    Proceeds from sale of notes receivable ......................................          53,261           46,969           73,244
    Proceeds from borrowings collateralized by notes receivable .................           4,137           13,771           34,634
    Payments on borrowings collateralized by notes receivable ...................          (3,568)         (11,530)         (35,964)
Changes in operating assets and liabilities:
      Contracts receivable ......................................................          (4,683)          11,763          (10,588)
      Notes receivable ..........................................................         (50,613)         (62,882)         (89,786)
      Prepaid expenses ..........................................................          (1,547)          (1,349)             408
      Inventory .................................................................         (26,808)         (22,035)          21,500
      Other assets ..............................................................          (3,013)          (2,935)          (1,096)
      Accounts payable, accrued liabilities and other ...........................           6,235            2,492            4,615
                                                                                        ---------        ---------        ---------
Net cash provided (used) by operating activities ................................            (520)         (12,258)          11,072
                                                                                        ---------        ---------        ---------
Investing activities:
  Long-term prepayment to Bass Pro, Inc. (see Note 3) ...........................              --               --           (9,000)
  Investment in note receivable .................................................              --               --           (4,711)
  Principal payments received on investment in note receivable ..................              --               --               68
  Purchase of related party notes receivable ....................................          (2,850)              --               --
  Loan to related party .........................................................          (1,318)            (256)              --
  Principal payments received on loan to related party ..........................              --              459               --
  Cash received from investments in securities ..................................           1,478            6,201            6,890
  Business and minority interest acquisitions, net of cash acquired .............              --             (675)            (250)
  Purchases of property and equipment ...........................................         (11,018)         (10,846)          (9,549)
  Proceeds from sales of property and equipment .................................             939            1,516               79
                                                                                        ---------        ---------        ---------
Net cash used by investing activities ...........................................         (12,769)          (3,601)         (16,473)
                                                                                        ---------        ---------        ---------
Financing activities:
  Payments under short-term borrowings from underwriters ........................         (22,149)              --               --
  Proceeds from borrowings under line-of-credit facilities and
    notes payable ...............................................................              --           27,885           11,121
  Payments under line-of-credit facilities and notes payable ....................         (75,751)          (7,516)         (29,135)
  Proceeds from issuance of 10.5% senior secured notes payable ..................         110,000               --               --
  Payment of debt issuance costs ................................................          (5,813)          (2,007)          (1,551)
  Proceeds from issuance of common stock ........................................          34,253           14,973               --
  Proceeds from exercise of employee and director stock options .................             397              261               28
  Payments for treasury stock ...................................................          (3,156)          (7,768)            (572)
                                                                                        ---------        ---------        ---------
        Net cash provided (used) by financing activities                                   37,781           25,828          (20,109)
                                                                                        ---------        ---------        ---------
Net increase (decrease) in cash and cash equivalents ............................          24,492            9,969          (25,510)
Cash and cash equivalents at beginning of year ..................................          31,065           55,557           65,526
                                                                                        ---------        ---------        ---------
Cash and cash equivalents at end of year ........................................          55,557           65,526           40,016
Restricted cash and cash equivalents at end of year .............................         (15,806)         (21,129)         (22,363)
                                                                                        ---------        ---------        ---------
Unrestricted cash and cash equivalents at end of year ...........................       $  39,751        $  44,397        $  17,653
                                                                                        =========        =========        =========
</TABLE>


                                       40
<PAGE>

                              BLUEGREEN CORPORATION

               CONSOLIDATED STATEMENTS OF CASH FLOWS--(Continued)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                            Year Ended
                                                                             ----------------------------------------
                                                                              March 28,       April 2,       April 1,
                                                                                1999            2000           2001
                                                                             ----------------------------------------
<S>                                                                           <C>            <C>            <C>
Supplemental schedule of non-cash operating, investing
   and financing activities
  Inventory acquired through financing ...................................    $  2,485       $ 25,867       $  8,952
                                                                              ========       ========       ========
  Inventory acquired through foreclosure or deedback in lieu of
    foreclosure ..........................................................    $  6,137       $  6,982       $  5,859
                                                                              ========       ========       ========
  Contribution of timeshare inventory (raw land) by minority interest ....    $     --       $     --       $  3,230
                                                                              ========       ========       ========

  Foreclosure of notes receivable, inventory and fixed assets
   following default on notes receivable from related party ..............    $     --       $  3,965       $     --
                                                                              ========       ========       ========
  Exchange of REMIC certificates for notes receivable and inventory
   in connection with termination of REMIC ...............................    $     --       $  4,353       $     --
                                                                              ========       ========       ========
  Property and equipment acquired through financing ......................    $    446       $    713       $    891
                                                                              ========       ========       ========
  Investment in securities retained in connection with REMIC
    transactions and sale of timeshare notes receivable ..................    $  5,181       $  3,436       $  7,903
                                                                              ========       ========       ========
  Sale of inventory in exchange for an investment in securities ..........    $     --       $  2,500       $     --
                                                                              ========       ========       ========
  Net change in unrealized gains on investments ..........................    $    257       $    259       $    928
                                                                              ========       ========       ========
  Conversion of 8.25% convertible subordinated debentures
    into common stock ....................................................    $    368       $     --       $     --
                                                                              ========       ========       ========

Supplemental schedule of operating cash flow information
    Interest paid, net of amounts capitalized ............................    $  6,366       $ 12,578       $ 15,597
                                                                              ========       ========       ========
    Income taxes paid ....................................................    $  8,188       $  3,858       $    316
                                                                              ========       ========       ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       41
<PAGE>

                              BLUEGREEN CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies

Organization

     Bluegreen Corporation (the "Company") is a leading marketer of vacation and
residential  lifestyle  choices through its resort and residential land and golf
businesses which are located predominantly in the Southeastern, Southwestern and
Midwestern United States. The Company's resort business (the "Resorts Division")
strategically  acquires,  develops  and markets  Timeshare  Interests in resorts
generally located in popular,  high-volume,  "drive-to"  vacation  destinations.
"Timeshare  Interests" are of two types: one which entitles the fixed-week buyer
to a  fully-furnished  vacation  residence  for an  annual  one-week  period  in
perpetuity and the second which entitles the buyer of the Company's points-based
Vacation  Club(TM)  product to an annual  allotment  of "points"  in  perpetuity
(supported by an underlying  deeded fixed timeshare week being held in trust for
the buyer).  "Points" may be exchanged  by the buyer in various  increments  for
lodging for varying lengths of time in  fully-furnished  vacation  residences at
the Company's participating resorts. The Company currently develops, markets and
sells  Timeshare  Interests in eleven  resorts  located in the United States and
Aruba. The Company also markets and sells Timeshare  Interests in its resorts at
three off-site sales locations. The Company's residential land and golf business
(the  "Residential  Land and Golf Division")  acquires,  develops and subdivides
property and markets the subdivided residential lots to retail customers seeking
to  build  a home in a high  quality  residential  setting,  in  some  cases  on
properties featuring a golf course and related amenities.  During the year ended
April 1, 2001, sales generated by the Company's Resorts Division and Residential
Land and Golf Division comprised approximately 61% and 39%, respectively, of the
Company's total sales.  The Company's other resort and golf operations  revenues
are generated from resort property management  services,  resort title services,
resort  amenity   operations,   hotel   operations  and  daily-fee  golf  course
operations.  The Company also generates significant interest income by providing
financing to  individual  purchasers  of Timeshare  Interests  and, to a nominal
extent, land sold by the Residential Land and Golf Division.

Principles of Consolidation

     The  consolidated  financial  statements  include the accounts of Bluegreen
Corporation,  all of its  wholly-owned  subsidiaries  and  entities in which the
Company holds a controlling  financial  interest.  All significant  intercompany
balances and transactions are eliminated.

Use of Estimates

     The preparation of the consolidated financial statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated  financial  statements and accompanying  notes.  Actual results
could differ from those estimates.

Fiscal Year

     The Company's fiscal year consists of 52 or 53 weeks,  ending on the Sunday
nearest the last day of March in each year.  Fiscal  years  1999,  2000 and 2001
were 52, 53 and 52 weeks long, respectively.

Cash and Cash Equivalents

     The Company invests cash in excess of immediate  operating  requirements in
short-term  time deposits and money market  instruments  generally with original
maturities  of  three  months  or  less.  The  Company  maintains  cash and cash
equivalents with various financial  institutions.  These financial  institutions
are located  throughout the United States,  Canada and Aruba.  Company policy is
designed  to limit  exposure  to any one  institution.  However,  a  significant
portion of the Company's unrestricted cash is maintained with a single bank and,
accordingly,  the Company is subject to credit risk. Periodic evaluations of the
relative credit standing of financial institutions  maintaining Company deposits
are performed to evaluate and mitigate, if necessary, credit risk.


                                       42
<PAGE>

     Restricted cash consists of funds collected as servicer of notes receivable
owned by other parties and customer deposits held in escrow accounts.

Contracts Receivable and Revenue Recognition

     In accordance with the  requirements  of Statement of Financial  Accounting
Standards  ("SFAS") No. 66  "Accounting  for Sales of Real Estate",  the Company
recognizes revenue on retail land sales and sales of Timeshare  Interests when a
minimum of 10% of the sales price has been received in cash, the legal recission
period has expired,  collectibility of the receivable representing the remainder
of the  sales  price  is  reasonably  assured  and  the  Company  has  completed
substantially all of its obligations with respect to any development  related to
the real estate sold. In cases where all development has not been completed, the
Company  recognizes  revenue  in  accordance  with the  percentage-of-completion
method of accounting.

     Sales  which do not meet the  criteria  for revenue  recognition  described
above are deferred  using the deposit  method.  Under the deposit  method,  cash
received from  customers is classified as a refundable  deposit in the liability
section of the  consolidated  balance sheets and profit  recognition is deferred
until the requirements of SFAS No. 66 are met.

     Contracts   receivable  is  net  of  an  allowance  for   cancellations  of
residential land sale contracts amounting to approximately $255,000 and $434,000
at April 2, 2000 and April 1, 2001, respectively.

     Other resort and golf operations revenues are recognized as earned.

Notes Receivable and Receivable Sales

     Notes  receivable  are  carried  at  amortized  cost.  Interest  income  is
suspended on all notes  receivable when principal or interest  payments are more
than three months  contractually  past due and not resumed  until such loans are
less than three months past due.

     When the Company sells notes  receivables  either pursuant to its timeshare
receivables purchase facilities (more fully described in Note 4) or, in the case
of  land  mortgages   receivable,   Real  Estate  Mortgage  Investment  Conduits
("REMICs"),  it retains subordinated tranches, rights to excess interest spread,
servicing  rights and in some  cases a cash  reserve  account,  all of which are
retained  interests  in the sold notes  receivable.  Gain or loss on sale of the
receivables  depends in part on the previous  carrying  amount of the  financial
assets  involved  in the  transfer,  allocated  between  the assets sold and the
retained  interests  based on their relative fair value at the date of transfer.
The Company  estimates fair value based on the present value of future  expected
cash flows estimated using  management's best estimates of the key assumptions -
prepayment  rates,  loss  severity  rates,  default  rates  and  discount  rates
commensurate with the risks involved.

Investments in Securities

     The Company's  investments in securities  consist of retained  interests in
notes  receivable  sold  to  others  through  either   private-placement   REMIC
transactions or timeshare  purchase  facility  transactions  (see Note 4). These
investments are considered  available-for-sale  securities and, accordingly, are
carried at fair value in accordance  with SFAS No. 115  "Accounting  for Certain
Investments  in Debt and Equity  Securities".  Accordingly,  unrealized  holding
gains or losses on available-for-sale  investments are included in shareholders'
equity,  net of income taxes.  Declines in fair value that are  determined to be
other than temporary are charged to operations.

     Fair  value of  these  securities  is  periodically  measured  based on the
present value of future expected cash flows estimated  using  management's  best
estimates  of the key  assumptions  - prepayment  rates,  loss  severity  rates,
default rates and discount rates commensurate with the risks involved.

     Interest on the Company's  securities is accreted using the effective yield
method.


                                       43
<PAGE>

Inventory

     Inventory consists of completed  Timeshare  Interests,  Timeshare Interests
under construction,  land held for future timeshare  development and residential
land acquired or developed for sale.  Inventory is carried at the lower of cost,
including  costs  of   improvements   and  amenities   incurred   subsequent  to
acquisition,  capitalized  interest,  real estate taxes and other costs incurred
during construction, or estimated fair value, less costs to dispose. Residential
land parcels and Timeshare Interests  reacquired through foreclosure or deedback
in lieu of foreclosure are recorded at the lower of fair value,  net of costs to
dispose,  or  the  original  historical  cost  of  the  inventory.  The  Company
periodically  evaluates the recovery of the carrying amount of individual resort
and  residential   land  properties  under  the  guidelines  of  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived  Assets for Long-Lived Assets to be
Disposed Of."

Property and Equipment

     Property and equipment are stated at cost.  Depreciation is computed on the
straight-line  method based on the estimated  useful lives of the related assets
or, in the case of leasehold  improvements,  over the term of the related lease,
if shorter/.  Depreciation  expense includes the amortization of assets recorded
under capital leases.

Goodwill

     Goodwill is  amortized  over  periods  ranging from 2 to 25 years using the
straight-line  method.  The Company  periodically  evaluates the recovery of the
carrying  amount of goodwill by  determining  if any  impairment  indicators are
present.  These  indicators  include  duplication  of resources  resulting  from
acquisitions,   income   derived  from   businesses   acquired,   the  estimated
undiscounted cash flows of the entity over the remaining amortization period and
other factors.

     As of April 2, 2000 and April 1, 2001,  goodwill  and  related  accumulated
amortization, included in other assets on the consolidated balance sheets, is as
follows (in thousands):

                                         April 2, 2000      April 1, 2001
                                         -------------      -------------

        Goodwill                             $ 3,286           $ 3,286
        Accumulated amortization                (264)             (601)
                                             -------           -------
        Goodwill, net                        $ 3,022           $ 2,685
                                             =======           =======

Treasury Stock

     The Company  accounts  for  repurchases  of its common stock using the cost
method with common  stock in treasury  classified  in the  consolidated  balance
sheets as a reduction of shareholders' equity.

Advertising Expense

     The Company expenses advertising costs as incurred. Advertising expense was
$37.1  million,  $44.3  million and $54.6  million for the years ended March 28,
1999, April 2, 2000 and April 1, 2001, respectively, and is included in selling,
general and administrative expenses in the consolidated statements of income.

Stock-Based Compensation

     SFAS No. 123, "Accounting for Stock-Based  Compensation",  encourages,  but
does not  require  companies  to record  compensation  cost for  employee  stock
options at fair value.  The Company has elected to continue to account for stock
options using the intrinsic value method pursuant to Accounting Principles Board
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees",  and  related
Interpretations. Accordingly, compensation cost for stock options is measured as
the excess,  if any, of the quoted  market price of the  Company's  stock at the
date of the grant over the exercise price of the option.

Earnings Per Common Share

     Basic  earnings  per common share is computed by dividing net income by the
weighted-average  number of common shares outstanding during the period. Diluted
earnings per common share is computed in the same manner


                                       44
<PAGE>

as basic earnings per share, but also gives effect to all dilutive stock options
using the treasury stock method and includes an adjustment, if dilutive, to both
net income and  weighted-average  common shares  outstanding as if the Company's
8.00% convertible  subordinated  notes payable  (after-tax impact of $295,000 on
net income and 1.5 million shares) and 8.25% convertible subordinated debentures
(after-tax  impact of $1.7  million on net income and 4.2 million  shares)  were
converted  into Common stock at the beginning of the earliest  period  presented
below.

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                        Year Ended
                                                                       ---------------------------------------------
                                                                       March 28,          April 2,          April 1,
                                                                         1999               2000              2001
                                                                       ---------------------------------------------
<S>                                                                    <C>                <C>               <C>
Basic earnings per share - numerators:
    Income before extraordinary item .............................     $ 18,722           $  6,777          $  2,717
   Extraordinary loss on early extinguishment of
     debt, net of income taxes ...................................       (1,682)                --                --
                                                                       ---------------------------------------------
   Net income ...................................................      $ 17,040           $  6,777          $  2,717
                                                                       =============================================

Diluted earnings per share - numerators:
    Income before extraordinary item - basic .....................     $ 18,722           $  6,777          $  2,717
    Effect of dilutive securities (net of income tax effects) ....        2,009                297                --
                                                                       ---------------------------------------------
    Income before extraordinary item - diluted ...................       20,731              7,074             2,717
    Extraordinary loss on early extinguishment of
       debt, net of income taxes .................................       (1,682)                --                --
                                                                       ---------------------------------------------
    Net income - diluted .........................................     $ 19,049           $  7,074          $  2,717
                                                                       =============================================

Denominator:
    Denominator for basic earnings per share-weighted-
       average shares ............................................       22,167             23,323            24,242
    Effect of dilutive securities:
       Stock options .............................................        1,032                522                74
       Convertible securities ....................................        5,710              1,530                --
                                                                       ---------------------------------------------
    Dilutive potential common shares .............................        6,742              2,052                74
                                                                       ---------------------------------------------
    Denominator for diluted earnings per share-adjusted
       weighted-average shares and assumed conversions ...........       28,909             25,375            24,316
                                                                       =============================================

Basic earnings per common share:
   Income before extraordinary item ..............................     $    .85           $    .29          $    .11
   Extraordinary loss on early extinguishment
      of debt, net of income taxes ...............................         (.08)                --                --
                                                                       ---------------------------------------------
   Net income ....................................................     $    .77           $    .29          $    .11
                                                                       =============================================

Diluted earnings per common share:
    Income before extraordinary item .............................     $    .72           $    .28          $    .11
    Extraordinary loss on early extinguishment
        of debt, net of income taxes .............................         (.06)                --                --
                                                                       ---------------------------------------------
    Net income ...................................................     $    .66           $    .28          $    .11
                                                                       =============================================
</TABLE>

Comprehensive Income

     As of  March  30,  1998,  the  Company  adopted  SFAS No.  130,  "Reporting
Comprehensive  Income". SFAS No. 130 establishes new rules for the reporting and
display of  comprehensive  income and its components;  however,  the adoption of
this  Statement  had no  impact on the  Company's  net  income or  shareholders'
equity.  SFAS No.  130  requires  unrealized  gains or losses  on the  Company's
available-for-sale  securities  to be  included in other  comprehensive  income.
Comprehensive  income is shown as a subtotal within the consolidated  statements
of shareholders' equity in each year presented.


                                       45
<PAGE>

Recent Accounting Pronouncements

     In 1997,  the Accounting  Standards  Executive  Committee  ("AcSEC") of the
American Institute of Certified Public Accountants  ("AICPA") began a project to
address the  accounting  for timeshare  transactions.  The proposed  guidance is
currently  in the  drafting  stage of the  promulgation  process  and no  formal
exposure  draft has been  issued to date;  therefore,  the  Company is unable to
assess the possible impact of this proposed  guidance.  The Company  anticipates
that an exposure draft of the proposed guidance will be issued during its fiscal
2003.

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities."  SFAS No. 133 is effective for
the  Company's  fiscal  year 2002  (beginning  April 2,  2001).  The Company has
determined  that  adoption  of SFAS No.  133  would  have had no  impact  on the
Company's  results of operations  and financial  position if adopted  during the
year ended April 1, 2001.

     In December 1999, the Securities and Exchange Commission's  ("SEC's") staff
issued  Staff  Accounting  Bulletin  ("SAB") No. 101,  "Revenue  Recognition  in
Financial  Statements".  The SAB  explains how the SEC staff  believes  existing
rules on revenue recognition should be applied or analogized to for transactions
not  addressed  by existing  rules.  The  Company was  required to adopt the SAB
starting in its fourth fiscal quarter  starting on January 1, 2001. The adoption
of SAB No. 101 did not have a  significant  impact on the  Company's  results of
operations and financial position.

     In March 2000, the FASB issued FASB  Interpretation No. 44, "Accounting for
Certain  Transactions  involving Stock  Compensation,  an  interpretation of APB
Opinion No. 25". The Company was required to adopt the Interpretation on July 1,
2000. The adoption of the  Interpretation had no impact on the Company's results
of operations or financial position.

     In September 2000, the FASB issued SFAS No. 140,  "Accounting for Transfers
and Servicing of Financial Assets and  Extinguishments of Liabilities." SFAS No.
140 changes  certain  provisions  of SFAS No. 125. SFAS No. 140 is effective for
transfers of financial  assets  occurring  after March 31, 2001.  The Company is
currently evaluating the impact of SFAS No. 140 on its results of operations and
financial position from future potential transfers.

Reclassifications

     Certain reclassifications of prior period amounts have been made to conform
to the current year presentation.

2. Joint Ventures

     On June 16, 2000, a wholly-owned  subsidiary of the Company entered into an
agreement with Big Cedar L.L.C.  ("Big Cedar"),  an affiliate of Bass Pro, Inc.,
to  form  a  timeshare  development,   marketing  and  sales  company  known  as
Bluegreen/Big  Cedar Vacations LLC(TM) (the "Joint Venture").  The Joint Venture
is  developing,  marketing  and  selling  Timeshare  Interests  in  a  300-unit,
wilderness-themed  resort adjacent to the Big Cedar Lodge, a luxury hotel resort
owned by Big Cedar, on Table Rock Lake in Missouri.  During the year ended April
1, 2001,  the Company  made an initial cash  capital  contribution  to the Joint
Venture of approximately $3.2 million,  in exchange for a 51% ownership interest
in the Joint Venture.  In exchange for a 49% interest in the Joint Venture,  Big
Cedar has contributed approximately 46 acres of land with a fair market value of
$3.2  million  to the Joint  Venture.  See Note 3  regarding  payment  of profit
distributions to Big Cedar.

     As of April 1, 2001,  the  Company  had  advanced  the Joint  Venture  $1.3
million due on demand and bearing interest at prime plus 1%. Subsequent to April
1, 2001,  the Company  loaned an  additional  $700,000  to the Joint  Venture on
identical terms. Big Cedar has committed to a combination of additional  capital
contributions and loan guarantees of up to $490,000,  but has made no additional
fundings to date.

     In addition to its 51%  ownership  interest,  the Company  also  receives a
quarterly  management  fee  from the  Joint  Venture  equal  to 3% of the  Joint
Venture's net sales in exchange for the Company's  involvement in the day-to-day
operations of the Joint Venture.


                                       46
<PAGE>

     Based on the Company's role as the day-to-day manager of the Joint Venture,
its  majority  control  of the  Joint  Venture's  Management  Committee  and its
controlling  financial interest in the Joint Venture,  the accounts of the Joint
Venture are included in the Company's  consolidated  financial  statements.  The
Joint Venture has been designated as an unrestricted  subsidiary for purposes of
the Indenture  governing the Notes  referred to in Note 10 and the Joint Venture
has not guaranteed such Notes.

     On December 15, 1997, the Company invested $250,000 of capital in Bluegreen
Properties  N.V.(TM) ("BPNV"),  an entity organized in Aruba that previously had
no  operations,  in exchange for a 50%  ownership  interest.  Concurrently,  the
Company and an affiliate of the other 50% owner of BPNV (who is not an affiliate
of the Company), each loaned BPNV $3 million pursuant to promissory notes due on
December  15,  2000 and  bearing  interest  at the prime rate plus 1%. BPNV then
acquired from a third party  approximately  8,000 unsold timeshare  intervals at
the La Cabana Beach & Racquet  Club(TM),  a fully developed  timeshare resort in
Oranjestad,  Aruba,  in  exchange  for $6  million  cash and the  assumption  of
approximately $16.6 million of interest-free debt from a bank in Aruba. The debt
was recorded by BPNV at approximately  $12.5 million,  which reflects a discount
based on an imputed  interest  rate of 12%.  The debt is to be repaid  over five
years through  release-prices as intervals are sold,  subject to minimum monthly
principal payments of approximately $278,000.

     On August  25,  2000,  the  Company  acquired  the 50%  minority  ownership
interest in BPNV. The minority interest was acquired for $250,000 in cash, which
approximated  the book value of the minority  interest on the acquisition  date.
Subsequent to the acquisition,  the Company also repaid the $3.0 million loan to
an  affiliate  of the  former  joint  venture  partner  in BPNV  and  wrote  off
approximately  $368,000 of forgiven accrued interest.  The Company now owns 100%
of BPNV.

3. Marketing Agreement

     On June 16, 2000, the Company entered into an exclusive,  10-year marketing
agreement  with Bass Pro,  Inc.  ("Bass  Pro"),  a  privately-held  retailer  of
fishing,  marine, hunting,  camping and sports gear. Bass Pro is an affiliate of
Big Cedar (see Note 2). Pursuant to the agreement,  the Company has the right to
market its Timeshare  Interests at each of Bass Pro's national retail  locations
(currently  consisting of eleven stores),  in Bass Pro's catalogs and on its web
site. The Company also has access to Bass Pro's customer  lists. In exchange for
these  services,  the Company  agreed to pay Bass Pro a commission  ranging from
3.5% to 7.0% on each sale of a  Timeshare  Interest,  net of  cancellations  and
defaults,  that  is  made to a  customer  as a  result  of one of the  Bass  Pro
marketing  channels  described  above  (the  "Commission").  The  amount  of the
Commission is dependent on the level of additional marketing efforts required by
the Company to convert  the  prospect  into a sale and a defined  time frame for
such marketing efforts. There is no Commission paid to Bass Pro on sales made by
the Joint Venture.

     On June  16,  2000,  the  Company  prepaid  $9  million  to Bass  Pro  (the
"Prepayment").  The  Prepayment is amortized from future  Commissions  earned by
Bass Pro and future member distributions otherwise payable to Big Cedar from the
earnings of the Joint Venture as a member thereof. No additional  Commissions or
member   distributions  will  be  paid  in  cash  to  Bass  Pro  or  Big  Cedar,
respectively,  until the  Prepayment has been fully  utilized.  The Company will
periodically  evaluate the  Prepayment for any  indications  of impairment.  The
Prepayment  is  included in prepaid  expenses on the April 1, 2001  consolidated
balance sheet.  As of April 1, 2001, the  unamortized  balance of the Prepayment
was  approximately  $9 million,  as the marketing  programs  resulting  from the
marketing agreement were in the development stage during the year ended April 1,
2001.


                                       47
<PAGE>

4. Notes Receivable and Servicing Assets

     The  weighted-average  interest rate on notes receivable from customers was
15.1%  and 15.2% at April 2, 2000 and  April 1,  2001,  respectively.  The table
below  sets  forth  additional  information  relating  to  the  Company's  notes
receivable (in thousands).

                                                    April 2, 2000  April 1, 2001
                                                    -------------  -------------

Notes receivable secured by Timeshare Interests ....   $ 61,520       $ 64,245
Notes receivable secured by land ...................     10,883          9,001
Other notes receivable .............................        735          5,136
                                                       --------       --------
Notes receivable, gross ............................     73,138         78,382
Reserve for loan losses ............................     (3,024)        (3,586)
                                                       --------       --------
Notes receivable, net ..............................   $ 70,114       $ 74,796
                                                       ========       ========

     All of the  Company's  timeshare  loans bear  interest at fixed rates.  The
average interest rate charged on loans secured by Timeshare  Interests was 15.7%
at April 1, 2001.  Approximately 42.6% of the Company's notes receivable secured
by land bear interest at variable rates, while approximately 57.4% bear interest
at fixed rates.  The average  interest rate charged on loans secured by land was
12.1% at April 1, 2001.

     The  Company's  timeshare  receivables  are  generally  secured by property
located in Tennessee, Missouri, Wisconsin, Florida, Virginia and South Carolina.
No  concentrations  of credit  risk  exist for the  Company's  notes  receivable
secured by land.

     The table  below sets forth  activity  in the  reserve  for loan losses (in
thousands).

           Reserve for loan losses, March 29, 1999 ...      $ 2,318
           Provision for loan losses .................        5,338
           Charge-offs ...............................       (4,632)
                                                            -------
           Reserve for loan losses, April 2, 2000             3,024
           Provision for loan losses .................        4,887
           Charge-offs ...............................       (4,325)
                                                            -------
           Reserve for loan losses, April 1, 2001 ....      $ 3,586
                                                            =======

     Installments due on notes receivable held by the Company during each of the
five fiscal years subsequent to fiscal 2001, and thereafter, are set forth below
(in thousands).

                        2002..............       $17,670
                        2003..............         6,652
                        2004..............         6,844
                        2005..............         6,749
                        2006..............         7,155
                        Thereafter........        33,312
                                                 -------
                            Total                $78,382
                                                 =======

     On June 26, 1998,  the Company  executed a timeshare  receivables  purchase
facility (the "First Purchase Facility") with a financial institution. Under the
First Purchase  Facility,  a special purpose  finance  subsidiary of the Company
sold $103.1 million aggregate  principal amount of timeshare  receivables to the
financial institution in securitization  transactions,  which fully utilized the
First Purchase Facility.  The First Purchase Facility had detailed  requirements
with respect to the  eligibility  of receivables  for purchase.  Under the First
Purchase  Facility,  a purchase  price equal to  approximately  97%  (subject to
adjustment in certain circumstances) of the principal balance of the receivables
sold was paid at closing in cash, with a portion deferred until such time as the
purchaser has received a return equal to the weighted-average term treasury rate
plus 1.4% and all  servicing,  custodial and similar fees and expenses have been
paid and a cash reserve account has been funded.  The Company's  special purpose
finance  subsidiary  is required  to maintain a specified  overcollateralization
level and a cash reserve account.  Receivables were sold without recourse to the
Company  or its  special  purpose  finance  subsidiary  except for  breaches  of
representations  and  warranties  made at the time of sale.  The Company acts as
servicer under the First Purchase Facility for a fee, and is


                                       48
<PAGE>


required to make advances to the financial institution to the extent it believes
such advances will be recoverable.  The First Purchase Facility includes various
provisions customary for a transaction of this type.

     During fiscal 1999 and 2000, the Company sold  approximately  $54.8 million
and $48.3  million,  respectively,  in aggregate  principal  amount of timeshare
receivables under the Purchase Facility for a purchase price equal to 97% of the
principal  balance and  recognized  an  aggregate  gain of $3.7 million and $2.1
million,  respectively.  As a result of the sales,  the Company recorded an $8.6
million  available-for-sale   investment  in  the  residual  cash  flow  of  the
receivable  pools  (i.e.  the  deferred  payments)  included in  investments  in
securities in the consolidated balance sheet as of April 1, 2001.

     In October  2000,  the  Company  executed  agreements  for a new  timeshare
receivables   purchase  facility  (the  "Second  Purchase  Facility")  with  two
financial  institutions,  including a  commercial  paper  conduit  (the  "Senior
Purchaser") and the institution that underwrote the First Purchase Facility (the
"Subordinated Purchaser") (collectively,  the "Purchasers"). The Second Purchase
Facility  utilizes  an owner's  trust  structure,  pursuant to which the Company
sells  receivables to a special purpose  finance  subsidiary of the Company (the
"Subsidiary")  and the  Subsidiary  sells the  receivables  to an owner's  trust
without recourse except for breaches of customary representations and warranties
at the time of sale.  Pursuant  to the  agreements  that  constitute  the Second
Purchase Facility (collectively, the "Second Purchase Facility Agreements"), the
Subsidiary  may receive up to $90 million of cumulative  purchase price (as more
fully described below) on sales of timeshare receivables to the owner's trust in
transactions through October 16, 2001. The Second Purchase Facility has detailed
requirements with respect to the eligibility of receivables for purchase.  Under
the Second  Purchase  Facility,  a purchase  price  equal to 95.00%  (subject to
adjustment  in 0.50%  increments  down to  87.50%  depending  on the  difference
between the weighted-average  interest rate on the notes receivable sold and the
sum of the  returns to the  Purchasers  plus the  servicing  fee,  as more fully
defined below) of the principal  balance of the receivables sold will be paid at
closing in cash. For eligible notes generated by Bluegreen  Properties N.V.(TM),
the Company's subsidiary in Aruba, the purchase price paid in cash at closing is
equal to  85.00%  (subject  to  adjustment  in 0.50%  increments  down to 77.00%
depending on the difference  between the  weighted-average  interest rate on the
notes  receivable  sold and the sum of the  returns to the  Purchasers  plus the
servicing fee) of the principal  balance of the receivables sold. The balance of
the  purchase  price will be  deferred  until such time as the  Purchasers  have
received a specified  return,  all  servicing,  custodial  and similar  fees and
expenses have been paid and a cash reserve  account has been funded.  The 95.00%
purchase price shall be funded 71.58% by the Senior  Purchaser and 28.42% by the
Subordinated  Purchaser.  For the Aruba  receivables,  the 85.00% purchase price
shall be funded 70.00% by the Senior  Purchaser  and 30.00% by the  Subordinated
Purchaser. The Senior Purchaser shall earn a return equal to the rate equivalent
to its borrowing  cost (based on then  applicable  commercial  paper rates) plus
0.60%,  subject to use of alternate return rates in certain  circumstances.  The
Subordinated  Purchaser shall earn a return equal to one-month LIBOR plus 4.00%,
subject to use of alternate return rates in certain  circumstances.  In addition
to other  fees,  if the  Subsidiary  does not sell during the term of the Second
Purchase Facility notes receivable with a cumulative  purchase price of at least
$70 million,  the Company will pay to the  Purchasers a fee equal to 1.5% of the
shortfall in the cumulative purchase price.

     The Purchasers'  obligation to purchase under the Second Purchase  Facility
will  terminate  upon the  occurrence of specified  events.  The Company acts as
servicer  under  the  Second  Purchase  Facility  for a fee equal to 1.5% of the
principal amount of the receivables  serviced,  and is required to make advances
to the  Purchasers to the extent it believes such advances will be  recoverable.
The Second Purchase Facility  Agreement includes various conditions to purchase,
covenants,  trigger events and other  provisions  customary for a transaction of
this type.

     On  October  16,  2000,  the  Subsidiary  sold $31.8  million of  timeshare
receivables under the Second Purchase Facility.  Gross proceeds from the sale of
these receivables were approximately  $30.1 million,  of which $15.8 million was
used to pay down the Warehouse  Facility (see Note 8). The Company  recognized a
$1.3  million  gain on the  sale of the  receivables,  recorded  a $3.0  million
retained interest and recorded a $236,000 servicing asset. The  weighted-average
life of the portfolio sold was 9.3 years.

     On December  27,  2000,  the  Subsidiary  sold $30.9  million of  timeshare
receivables  under the Second Purchase  Facility.  Gross proceeds on the sale of
these receivables were  approximately  $29.2 million,  of which $8.3 million was
used to pay down the Warehouse  Facility (see Note 8). The Company  recognized a
$1.4  million  gain on the  sale of the  receivables,  recorded  a $3.1  million
retained interest and recorded a $244,000 servicing asset. The  weighted-average
life of the portfolio sold was 9.3 years.


                                       49
<PAGE>

     On  March  13,  2001,  the  Subsidiary  sold  $15.1  million  of  timeshare
receivables  under the Second Purchase  Facility.  Gross proceeds on the sale of
these receivables were approximately  $14.0 million,  of which $981,000 was used
to pay down the  Warehouse  Facility  (see Note 8).  The  Company  recognized  a
$582,000 gain on the sale of the  receivables,  recorded a $1.8 million retained
interest and recorded an $113,000 servicing asset. The weighted-average  life of
the portfolio sold was 9.5 years.

     The  following  assumptions  were used to measure the initial fair value of
the  retained  interests  for all of the above sales  under the Second  Purchase
Facility:  Prepayment  rates ranging from 17% to 14% per annum as the portfolios
mature; loss severity rate of 45%; default rates ranging from 6% to 1% per annum
as the portfolios mature; and a discount rate of 14%.

     On December 15, 2000, the Company loaned $4.7 million to Napa Partners, LLC
("Napa"), a real estate company in Napa, California (the "Napa Loan"). Napa used
the  proceeds to acquire  approximately  32 acres of  undeveloped  land in Napa,
California,  which is zoned  for  mixed  use as a  timeshare  resort,  hotel and
commercial property.  On January 4, 2001, Napa repaid  approximately  $68,000 in
principal of the Napa Loan. In May 2001,  Napa repaid the remaining  outstanding
principal balance on the Napa Loan and all accrued interest.

     On October 7, 1998,  Leisure Capital  Corporation  ("LCC"),  a wholly-owned
subsidiary of the Company,  acquired  from a bank  delinquent  notes  receivable
issued by AmClub,  Inc.  ("AmClub"),  with an  aggregate  outstanding  principal
balance of $5.3 million (the "AmClub Notes").  LCC acquired the AmClub Notes for
a purchase price of approximately $2.9 million.  During fiscal 1999, the Company
had also  advanced  $1.3  million  to AmClub,  primarily  for  timeshare  resort
improvements (the "AmClub Loan"). On December 14, 1998, LCC notified AmClub that
the  AmClub  Notes and  AmClub  Loan were in  default  and due  immediately.  On
September  1, 1999,  the  Company  completed  a  foreclosure  of the  underlying
collateral  securing the AmClub  Notes and the AmClub  Loan.  As a result of the
foreclosure,  the Company  obtained a golf course,  residential  land,  land for
future resort development (all of which properties are located at the Shenandoah
Crossing  Farm & Club in  Gordonsville,  Virginia)  and a portfolio of timeshare
notes  receivable  with an aggregate net carrying  value of  approximately  $4.0
million.  The aggregate  outstanding  principal and interest on the AmClub Notes
and AmClub Loan were allocated to the  foreclosed  assets based on relative fair
market value. On December 17, 1999, the Company sold the golf course and related
buildings for  approximately  $1.3 million and recorded a field operating profit
(as  defined  in Note 17) of  approximately  $510,000.  AmClub  was owned by the
former  stockholders  of RDI,  an entity  which was  acquired  by the Company on
September 30, 1997.

5. Inventory

     The Company's net inventory holdings as of April 2, 2000 and April 1, 2001,
summarized by division, are set forth below (in thousands).

                                          April 2, 2000    April 1, 2001
                                          -------------    -------------

          Resorts ........................    $109,534        $ 97,012
          Residential Land and Golf ......      87,559          96,622
                                              --------        --------
                                              $197,093        $193,634
                                              ========        ========

     Resorts Division inventory as of April 2, 2000, consisted of land inventory
of $7.2 million, $13.3 million of construction-in-progress  and $89.0 million of
completed  units.  Resorts  Division  inventory as of April 1, 2001 consisted of
land inventory of $10.3 million, $17.2 million of construction-in-progress,  and
$69.4 million of completed units.

     Interest  capitalized  during  fiscal  1999,  fiscal  2000 and fiscal  2001
totaled approximately $5.3 million, $6.9 million and $7.5 million, respectively.
Interest expense in the consolidated  statements of income is net of capitalized
interest.


                                       50
<PAGE>

6. Investments in Securities and Servicing Assets

Investments in Securities

     The  Company's   investments  in   securities,   which  are  classified  as
available-for-sale,  and  associated  unrealized  gains and losses are set forth
below (in thousands).

<TABLE>
<CAPTION>
                                                                     Gross           Gross
                                                                  Unrealized       Unrealized
                                                      Cost            Gain            Loss         Fair Value
                                                      ----            ----            ----         ----------
<S>                                                 <C>             <C>             <C>             <C>
April 2, 2000
-------------

1995 REMIC debt securities .....................    $  2,395        $    842        $     --        $  3,237
1996 REMIC debt securities .....................       2,130              23              --           2,153
First Purchase Facility Timeshare debt
   securities (see Note 4)                             9,309             631              --           9,940
                                                    --------        --------        --------        --------
    Total                                           $ 13,834        $  1,496        $     --        $ 15,330
                                                    ========        ========        ========        ========

<CAPTION>
                                                                     Gross           Gross
                                                                  Unrealized       Unrealized
                                                      Cost            Gain            Loss         Fair Value
                                                      ----            ----            ----         ----------
<S>                                                 <C>             <C>             <C>             <C>
April 1, 2001
-------------

1995 REMIC debt securities .....................    $  2,236        $  1,060        $     --        $  3,296
1996 REMIC debt securities .....................       1,594              --               6           1,588
First Purchase Facility Timeshare debt
    securities (see Note 4)                            5,427             494              --           5,921
Second Purchase Facility Timeshare debt
    securities (see Note 4)                            8,217             876              --           9,093
                                                    ========        ========        ========        ========
    Total                                           $ 17,474        $  2,430        $      6        $ 19,898
                                                    ========        ========        ========        ========
</TABLE>

Contractual maturities are set forth below (in thousands).

                                                       Cost        Fair Value
                                                       ----        ----------

    After one year but within five..............     $ 4,624         $ 5,600
    After five years but within ten.............      12,850          14,298
                                                     -------         -------
         Total                                       $17,474         $19,898
                                                     =======         =======

     The following  assumptions were used to measure the fair value of the above
retained  interests:  Prepayment  rates ranging from 23% to 14% per annum as the
portfolios mature; loss severity rates of 25% to 60%; default rates ranging from
8% to 0.75% per annum as the  portfolios  mature;  and discount  rates of 14% to
15%.

     The table below  summarizes  certain cash flows received from and (paid to)
special  purpose  finance  subsidiaries  of the Company  during  fiscal 2001 (in
thousands):

     Proceeds from new sales of receivables                        $73,244
     Proceeds from collection of previously sold receivables       (41,292)
     Servicing fees received                                         1,853
     Purchases of foreclosed assets                                 (1,224)
     Proceeds from resales of foreclosed assets                     (2,962)
     Remarketing fees received                                         974
     Servicing advances                                             (4,260)
     Repayments of servicing assets                                  3,961
     Cash received on investment in securities                       6,890


                                       51
<PAGE>


     Quantitative   information   about  the  portfolios  of  notes   receivable
previously  sold without  recourse in which the Company holds the above retained
interests as investments in securities is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                              For the year ended
                                                               As of April 1, 2001               April 1, 2001
                                                     -----------------------------------------------------------
                                                            Total         Principal Amount
                                                          Principal      of Loans More Than   Credit Losses, Net
                                                       Amount of Loans    60 Days Past Due       of Recoveries
                                                       ---------------    ----------------       -------------
<S>                                                        <C>                 <C>                 <C>
1995 REMIC - land mortgages                                $ 8,016             $   472             $   265
1996 REMIC - land mortgages                                  4,277                  36                  58
First Purchase Facility Timeshare receivables               62,049               2,150                 268
Second Purchase Facility Timeshare receivables              73,315               1,959                   9
</TABLE>

     The net unrealized gain on  available-for-sale  securities,  presented as a
separate  component  of  shareholders'   equity,  is  net  of  income  taxes  of
approximately $953,000.

     During fiscal 2000,  the Company  exchanged its residual  investment in the
1994  REMIC  debt  securities  for the  underlying  mortgages.  The  1994  REMIC
investment was exchanged in connection with the termination of the REMIC, as all
of the senior 1994 REMIC security  holders had received all of the required cash
flows  pursuant to the terms of their REMIC  certificates.  Although the Company
had   previously   recorded   an   unrealized   loss   of   $304,000   on   this
available-for-sale  security,  the Company only  realized a $179,000 loss on the
exchange,  based on the net realizable  value of the mortgages  received and the
amortized cost of the investment.

Servicing Assets

     The changes in the Company's servicing assets,  included in other assets in
the consolidated balance sheet, for the year ended April 1, 2001 were as follows
(in thousands):

                Balance at April 2, 2000............     $ --
                Additions...........................      593
                Less: amortization..................      (31)
                                                         ----
                Balance at April 1, 2001............     $562
                                                         ====

     The  estimated  fair  value  of the  servicing  assets  approximated  their
carrying  amounts as of April 1, 2001.  Fair value is estimated  by  discounting
estimated  future cash flows from the servicing  assets using discount rates and
the other  assumptions used to measure the fair value of the Company's  retained
interests for  portfolios of notes  receivable  sold.  For purposes of measuring
impairment,  the Company stratifies the pools of assets underlying the servicing
assets by the  portfolios  of  timeshare  notes  receivable  previously  sold. A
valuation  allowance  is  recorded  where the fair  value is below the  carrying
amount of specific  strata,  even though the overall fair value of the servicing
assets exceeds amortized cost. As of April 1, 2001, no such valuation  allowance
was necessary.

7. Property and Equipment

     The table below sets forth the property and  equipment  held by the Company
(in thousands).

<TABLE>
<CAPTION>
                                                              Useful         April 2,        April 1,
                                                               Life            2000            2001
                                                               ----            ----            ----
<S>                                                         <C>              <C>             <C>
Office equipment, furniture and fixtures.............       3-14 years       $16,274         $19,486
Golf course land, land improvements, buildings
  and equipment......................................       10-30 years       14,661          18,940
Land, buildings and building improvements............       10-30 years        6,989           8,386
Leasehold improvements...............................       3-14 years         4,267           5,143
Aircraft.............................................        3-5 years         1,021           1,070
Vehicles and equipment...............................        3-5 years           837             703
                                                                             -------         -------
                                                                              44,049          53,728
Accumulated depreciation and amortization of
   leasehold improvements............................                         (8,640)        (12,266)
                                                                             -------         -------
         Total                                                               $35,409         $41,462
                                                                             =======         =======
</TABLE>


                                       52
<PAGE>

8. Receivable-Backed Notes Payable

     The Company has a timeshare  receivables  warehouse  loan  facility,  which
expires on October 16, 2001,  with the  Subordinated  Purchaser (the  "Warehouse
Facility").  Loans under the Warehouse  Facility bear interest at LIBOR plus 3%.
The Warehouse Facility has detailed requirements with respect to the eligibility
of receivables for inclusion and other conditions to funding. The borrowing base
under the  Warehouse  Facility is 95% of the  outstanding  principal  balance of
eligible notes arising from the sale of Timeshare  Interests except for eligible
notes generated by Bluegreen  Properties N.V. (TM), for which the borrowing base
is 85%. The  Warehouse  Facility  includes  affirmative,  negative and financial
covenants  and  events of  default.  During the year  ended  April 1, 2001,  the
Company  borrowed  an  aggregate  $31.3  million  in  various   increments  from
time-to-time  under  the  Warehouse  Facility,  of which the  Company  repaid an
aggregate  $31.5  million by using cash  generated  from  principal and interest
payments on the  underlying  loans and proceeds from the sale of the  underlying
receivables.  The remaining  balance of the Warehouse  Facility,  as well as any
such future  borrowings,  will be repaid as principal and interest  payments are
collected on the timeshare notes receivable which  collateralize  the loan or as
the loans are sold  through the  Purchase  Facility,  but in no event later than
October 16, 2001.  The maximum  principal  amount that may be outstanding at any
one time  prospectively  under the Warehouse  Facility is $15.0  million.  As of
April 1, 2001,  the  outstanding  balance  on the  Warehouse  Facility  was $1.4
million.

     The Company has a $30.0 million  revolving credit facility with a financial
institution  for the pledge of Residential  Land and Golf Division  receivables,
with up to $10  million  of the  total  facility  available  for  Land  and Golf
Division  inventory  borrowings.   The  interest  rate  charged  on  outstanding
borrowings  ranges  from  prime plus 0.5% to 1.0%,  with 8.0% being the  minimum
interest  rate for  inventory  borrowings.  At April 1,  2001,  the  outstanding
principal  balance under this facility was  approximately  $6.0 million,  all of
which related to  receivables  borrowings.  All principal and interest  payments
received on pledged  receivables are applied to principal and interest due under
the facility.  The ability to borrow under the facility  expires on December 31,
2003. Any outstanding indebtedness is due on December 31, 2005.

     The remaining $1.3 million of receivable-backed  notes payable balances are
related to notes receivable sold by RDI with recourse,  prior to the acquisition
of RDI by the Company,  and debt related to receivables  hypothecated  by AmClub
prior to the foreclosure described in Note 4. At April 1, 2001, $11.4 million in
notes receivable secured the $8.7 million in receivable-backed notes payable.

9. Lines-of-Credit and Notes Payable

     The Company has outstanding  borrowings with various financial institutions
and  other  lenders,  which  have  been  used to  finance  the  acquisition  and
development of inventory and to fund  operations.  Financial data related to the
Company's borrowing facilities is set forth below.

<TABLE>
<CAPTION>
                                                                                     April 2,       April 1,
                                                                                       2000           2001
                                                                                       ----           ----
                                                                                         (in thousands)
<S>                                                                                   <C>           <C>
Lines-of-credit secured by inventory with a carrying value of
   $68.2 million at April 1, 2001. Interest rates range from 9.29%
   to 10.50% at April 2, 2000 and from 7.75% to 9.25% at April 1, 2001
   Maturities range from January 2004 to January 2006 ..............................  $52,031       $40,631

Notes and mortgage notes secured by certain inventory, property and
   equipment and investments with an aggregate carrying value of
   $28.7 million at April 1, 2001.  Interest rates ranging from 8.75%
   to 12.00% at April 2, 2000 and from 6.25% to 12.00% at April 1, 2001
   Maturities range from December 2002 to March 2012 ...............................   13,067        16,897

Unsecured notes payable to former stockholders of RDI. Interest rate
   of 9.00%. Matured in October 1999. (see Note 14) ................................    1,000         1,000

Lease obligations with a imputed interest rates ranging from 2.89% to
   10.50%. Maturities range from December 2001 to April 2002 .......................      266           390
                                                                                      -------       -------

         Total                                                                        $66,364       $58,918
                                                                                      =======       =======
</TABLE>


                                       53
<PAGE>


     The table  below  sets forth the  contractual  minimum  principal  payments
required on the Company's lines-of-credit and notes payable for each of the five
fiscal years  subsequent to fiscal 2001. Such minimum  contractual  payments may
differ from actual payments due to the effect of principal  payments required on
a lot or timeshare  interval release basis for certain of the above  obligations
(in thousands).

            2002....................................      $10,365
            2003....................................        9,267
            2004....................................       20,168
            2005....................................       16,002
            2006....................................        3,309
            Thereafter..............................          465
                                                          -------
              Total.................................       59,576
                 Less: unamortized discount based on
                 an imputed interest rate of 12%....         (658)
                                                          -------
                                                          $58,918
                                                          =======

     The  following  is  a  discussion  of  the  Company's   significant  credit
facilities and material new borrowings in fiscal 2001:

     On  September  25,  2000,  the Company  borrowed  $5 million  under its $10
million,  unsecured  line-of-credit  with a bank. The borrowing bore interest at
LIBOR plus 1.75% and was due on December  31, 2000.  The proceeds  were used for
operations. The $5 million debt was repaid during December 2000.

     On December 31, 2000, the Company  extended this  unsecured  line-of-credit
through December 31, 2001 at an interest rate of LIBOR plus 2.00%.

     In addition,  the  Subordinated  Purchaser  has provided the Company with a
$28.0 million acquisition and development facility for its timeshare inventories
(the "A&D  Facility").  The draw down period on the A&D Facility has expired and
outstanding borrowings under the A&D Facility mature no later than January 2006.
Principal  will be  repaid  through  agreed-upon  release  prices  as  Timeshare
Interests  are  sold  at  the  financed  resort,  subject  to  minimum  required
amortization.  The indebtedness  under the facility bears interest at LIBOR plus
3%. On September  14, 1999,  the Company  borrowed  approximately  $14.0 million
under the A&D facility.  The outstanding principal must be repaid by November 1,
2005, through agreed-upon release prices as Timeshare Interests in the Company's
Lodge Alley Inn(TM)  resort in Charleston,  South Carolina are sold,  subject to
minimum  required  amortization.  On December  20,  1999,  the Company  borrowed
approximately $13.9 million under the acquisition and development facility.  The
principal must be repaid by January 1, 2006, through  agreed-upon release prices
as Timeshare  Interests  in the  Company's  Shore Crest II(TM)  resort are sold,
subject to minimum required amortization.  The outstanding balance under the A&D
Facility at April 1, 2001 was $17.8 million.

     The Company has also obtained from a financial  institution a $35.0 million
revolving credit facility (the "Revolving  Credit  Facility"),  which expires in
March 2002. The facility is secured by the real property (and personal  property
related  thereto) with respect to which  borrowings are made, with the lender to
advance up to a specified  percentage of the value of the mortgaged property and
eligible  pledged  receivables,  provided  that the maximum  outstanding  amount
secured by  pledged  receivables  may not exceed  $20.0  million.  The  interest
charged  on  outstanding  borrowings  is prime plus  1.25% and  interest  is due
monthly.  On September  14, 1999, in connection  with the  acquisition  of 1,550
acres adjacent to the Company's Lake Ridge  residential  land project in Dallas,
Texas ("Lake Ridge II(TM)"),  the Company borrowed  approximately  $12.0 million
under the Revolving  Credit  Facility.  Principal  payments are effected through
agreed-upon  release prices as lots in Lake Ridge II(TM) and in another recently
purchased section of Lake Ridge(TM)  ("Section 15") are sold. The principal must
be  repaid  by  September  14,  2004.  The  loan  is  secured  by the  Company's
residential  land lot  inventory  in Lake Ridge  II(TM)  and in  Section  15. On
October 6, 1999,  in  connection  with the  acquisition  of 6,966  acres for the
Company's  Mystic  Shores(TM)  land project in Canyon Lake,  Texas,  the Company
borrowed $11.9 million under the Revolving Credit Facility.  On May 5, 2000, the
Company  borrowed an  additional  $2.1 million  under this  facility in order to
purchase an additional 435 acres for the Mystic  Shores(TM)  project.  Principal
payments  are  effected  through  agreed-upon  release  prices as lots in Mystic
Shores(TM)  are sold.  The  principal  under the $11.9  million and $2.1 million
loans for Mystic  Shores(TM)  must be repaid by October 6, 2004 and May 5, 2004,
respectively. The aggregate outstanding balance on the Revolving Credit Facility
was $22.1 million at April 1, 2001.


                                       54
<PAGE>

     On September 24, 1999, the Company obtained two lines-of-credit with a bank
for the purpose of  acquiring  and  developing a new  residential  land and golf
course  community in New Kent County,  Virginia,  known as  Brickshire(TM).  The
lines-of-credit  have an aggregate  borrowing  capacity of  approximately  $15.8
million. On September 27, 1999, the Company borrowed  approximately $2.0 million
under one of the  lines-of-credit  in  connection  with the  acquisition  of the
Brickshire(TM)   property.   During  December  2000,  the  Company  borrowed  an
additional  $2.0 million under the  lines-of-credit.  The  outstanding  balances
under the  lines-of-credit  bear interest at prime plus 0.5% and interest is due
monthly.  Principal payments are effected through  agreed-upon release prices as
lots  in  Brickshire(TM)   are  sold,  subject  to  minimum  required  quarterly
amortization   commencing  on  April  30,  2002.   All   borrowings   under  the
lines-of-credit  must be repaid by January 31, 2004.  The loan is secured by the
Company's residential land lot inventory in Brickshire(TM). As of April 1, 2001,
the outstanding principal balance on the lines-of-credit was $675,000.

     Concurrent  with  obtaining the  Brickshire(TM)  lines-of-credit  discussed
above;   the  Company  also   obtained   from  the  same  bank  a  $4.2  million
line-of-credit for the purpose of developing a golf course on the Brickshire(TM)
property (the "Golf Course Loan").  In December 2000, the Company  borrowed $2.6
million  under the Golf Course Loan.  The  outstanding  balances  under the Golf
Course Loan will bear  interest at prime plus 0.5% and  interest is due monthly.
Principal  payments  will be payable in equal  monthly  installments  of $35,000
commencing  September 1, 2001.  The principal must be repaid by October 1, 2005.
The loan is secured by the Brickshire(TM)  golf course property.  As of April 1,
2001, $2.6 million was outstanding under the Golf Course Loan.

10. Note Offering

     On April 1, 1998, the Company consummated a private placement offering (the
"Offering")  of $110  million in  aggregate  principal  amount of 10.50%  senior
secured notes due April 1, 2008 (the "Notes").  Interest on the Notes is payable
semiannually  on April 1 and October 1 of each year. The Notes are redeemable at
the option of the Company,  in whole or in part,  in cash,  on or after April 1,
2003,  together  with  accrued  and  unpaid  interest,  if any,  to the  date of
redemption at the following  redemption prices: 2003 - 105.25%;  2004 - 103.50%;
2005 -  101.75%  and 2006  and  thereafter  -  100.00%.  The  Notes  are  senior
obligations  of the  Company  and rank pari passu in right of  payment  with all
existing and future senior  indebtedness of the Company and rank senior in right
of payment to all existing and future  subordinated  obligations of the Company.
None of the assets of Bluegreen  Corporation  secure its  obligations  under the
Notes, and the Notes are effectively subordinated to secured indebtedness of the
Company to any third party to the extent of assets serving as security therefor.

     The Notes are unconditionally guaranteed, jointly and severally, by each of
the Company's  existing and future  subsidiaries (the "Subsidiary  Guarantors"),
with  the  exception  of  Bluegreen/Big   Cedar  Vacations  LLC(TM),   Bluegreen
Properties  N.V.,  Resort  Title  Agency,  Inc.,  any  special  purpose  finance
subsidiary,  any  subsidiary  which is formed and  continues  to operate for the
limited  purpose of holding a real estate  license  and acting as a broker,  and
certain other  subsidiaries  which have individually less than $50,000 of assets
(collectively,  "Non-Guarantor  Subsidiaries").  The Note  guarantees are senior
obligations of each Subsidiary Guarantor and rank pari passu in right of payment
with all  existing  and  future  senior  indebtedness  of each  such  Subsidiary
Guarantor and senior in right of payment to all existing and future subordinated
indebtedness of each such Subsidiary  Guarantor.  The Note guarantees of certain
Subsidiary  Guarantors are secured by a first (subject to customary  exceptions)
mortgage or similar instrument (each, a "Mortgage") on certain  residential land
and golf  properties of such Subsidiary  Guarantors (the "Pledged  Properties").
Absent the  occurrence  and the  continuance  of an event of default,  the Notes
trustee is required to release its lien on the Pledged Properties as property is
sold and the Trustee does not have a lien on the  proceeds of any such sale.  As
of April 1, 2001,  the Pledged  Properties  had an aggregate  carrying  value of
approximately  $15.5 million.  The Notes'  indenture  includes  certain negative
covenants  including  restrictions  on the  incurrence  of debt and liens and on
payments of cash dividends.

     The net proceeds of the Offering  were  approximately  $106.3  million.  In
connection  with the Offering,  the Company  repaid a $22.1 million  bridge loan
from the initial  purchasers  of the Notes,  approximately  $28.9 million of the
line-of-credit and notes payable balances and approximately $36.3 million of the
Company's  receivable-backed  notes  payable  outstanding  at March 29, 1998. In
addition,  the Company  paid  aggregate  accrued  interest on the repaid debt of
approximately  $1.0  million  and $2.7  million  of  prepayment  penalties.  The
remaining net proceeds of the Offering were used to repay other  obligations  of
the Company and for working capital  purposes.  In connection with the Offering,
the Company wrote-off  approximately  $692,000 of debt issuance costs related to
the


                                       55
<PAGE>

extinguished  debt and  recognized  a $1.7 million  extraordinary  loss on early
extinguishment of debt, which is net of taxes of $1.1 million.

Supplemental Guarantor Information

     Supplemental financial information for Bluegreen Corporation,  its combined
Non-Guarantor  Subsidiaries and its combined Subsidiary  Guarantors is presented
below:

    CONDENSED CONSOLIDATING BALANCE SHEETS AT APRIL 2, 2000 AND APRIL 1, 2001

<TABLE>
<CAPTION>
           (IN THOUSANDS)                                                    APRIL 2, 2000
                                                 --------------------------------------------------------------------------
                                                                  COMBINED       COMBINED
                                                  BLUEGREEN     NON-GUARANTOR   SUBSIDIARY
                                                 CORPORATION    SUBSIDIARIES    GUARANTORS     ELIMINATIONS    CONSOLIDATED
<S>                                                <C>            <C>            <C>            <C>             <C>
ASSETS
    Cash and cash equivalents .................    $  43,093      $  12,458      $   9,975      $      --       $  65,526
    Contracts receivable, net .................          221            150          7,548             --           7,919
    Intercompany receivable ...................      100,441             --             --       (100,441)             --
    Notes receivable, net .....................          244          7,238         62,632             --          70,114
    Inventory, net ............................       21,346         13,083        162,664             --         197,093
    Investments in securities .................           --         15,330             --             --          15,330
    Investments in subsidiaries ...............        7,980             --             --         (7,980)             --
    Property and equipment, net ...............        9,019            298         26,092             --          35,409
    Other assets ..............................       10,706          1,145         13,741         (3,000)         22,592
                                                   ---------      ---------      ---------      ---------       ---------
       Total assets ...........................    $ 193,050      $  49,702      $ 282,652      $(111,421)      $ 413,983
                                                   =========      =========      =========      =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
    Accounts payable, accrued liabilities
        and other .............................    $  13,193      $  13,683      $  11,220      $      --       $  38,096
    Intercompany payable ......................           --         13,389         87,052       (100,441)             --
    Deferred income taxes .....................        3,784          1,585          7,804             --          13,173
    Lines-of-credit and notes payable .........        1,979         13,114         65,438         (3,000)         77,531
    10.50% senior secured notes payable .......      110,000             --             --             --         110,000
    8.00% convertible subordinated notes
     payable to related parties ...............        6,000             --             --             --           6,000
    8.25% convertible subordinated
     debentures ...............................       34,371             --             --             --          34,371
                                                   ---------      ---------      ---------      ---------       ---------
       Total liabilities ......................      169,327         41,771        171,514       (103,441)        279,171

  Minority interest ...........................           --             --             --            768             768

  Total shareholders' equity ..................       23,723          7,931        111,138         (8,748)        134,044
                                                   ---------      ---------      ---------      ---------       ---------
        Total liabilities and shareholders'
            equity ............................    $ 193,050      $  49,702      $ 282,652      $(111,421)      $ 413,983
                                                   =========      =========      =========      =========       =========
</TABLE>


                                       56
<PAGE>

<TABLE>
<CAPTION>
                                                                                    APRIL 1, 2001
                                                      -------------------------------------------------------------------------
                                                                         COMBINED      COMBINED
                                                        BLUEGREEN      NON-GUARANTOR  SUBSIDIARY
                                                       CORPORATION     SUBSIDIARIES   GUARANTORS   ELIMINATIONS   CONSOLIDATED
<S>                                                      <C>            <C>           <C>           <C>            <C>
ASSETS
    Cash and cash equivalents ........................   $  13,290      $  17,125     $   9,601     $      --      $  40,016
    Contracts receivable, net ........................          --            353        18,154            --         18,507
    Intercompany receivable ..........................     121,111          3,540            --      (124,651)            --
    Notes receivable, net ............................       4,929          3,957        65,910            --         74,796
    Inventory, net ...................................          --         17,011       176,623            --        193,634
    Investments in securities ........................          --         19,898            --            --         19,898
    Investments in subsidiaries ......................       7,730             --         3,230       (10,960)            --
    Property and equipment, net ......................       8,910            860        31,692            --         41,462
    Other assets .....................................      12,814          1,682        16,872            --         31,368
                                                         ---------      ---------     ---------     ---------      ---------
       Total assets ..................................   $ 168,784      $  64,426     $ 322,082     $(135,611)     $ 419,681
                                                         =========      =========     =========     =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
    Accounts payable, accrued liabilities
        and other ....................................   $  15,188      $  18,036     $   9,506     $      --      $  42,730
    Intercompany payable .............................          --             --       124,651      (124,651)            --
    Deferred income taxes ............................     (16,932)        17,732        18,529            --         19,329
    Lines-of-credit and notes payable ................       3,568          9,170        54,882            --         67,620
    10.50% senior secured notes payable ..............     110,000             --            --            --        110,000
    8.00% convertible subordinated notes
     payable to related parties ......................       6,000             --            --            --          6,000
    8.25% convertible subordinated
     debentures ......................................      34,371             --            --            --         34,371
                                                         ---------      ---------     ---------     ---------      ---------
       Total liabilities .............................     152,195         44,938       207,568      (124,651)       280,050

  Minority interest ..................................          --             --            --         2,841          2,841

  Total shareholders' equity .........................      16,589         19,488       114,514       (13,801)       136,790
                                                         ---------      ---------     ---------     ---------      ---------
      Total liabilities and shareholders' equity .....   $ 168,784      $  64,426     $ 322,082     $(135,611)     $ 419,681
                                                         =========      =========     =========     =========      =========
</TABLE>


                                       57
<PAGE>

                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               YEAR ENDED MARCH 28, 1999
                                                         ---------------------------------------------------------------------------
                                                                            COMBINED       COMBINED
                                                           BLUEGREEN      NON-GUARANTOR   SUBSIDIARY
                                                          CORPORATION     SUBSIDIARIES    GUARANTORS    ELIMINATIONS    CONSOLIDATED
<S>                                                        <C>             <C>            <C>             <C>             <C>
REVENUES
    Sales ...........................................      $  32,699       $  15,668      $ 177,449       $      --       $ 225,816
    Other resort and golf operations ................             --           1,305         13,576              --          14,881
    Management fees .................................         21,878              --             --         (21,878)             --
    Interest income .................................          1,981           2,954          9,869              --          14,804
    Gain on sales of notes receivable ...............             --           3,692             --              --           3,692
    Other income (expense) ..........................            532             105           (115)             --             522
                                                           ---------       ---------      ---------       ---------       ---------
                                                              57,090          23,724        200,779         (21,878)        259,715

COSTS AND EXPENSES
    Cost of sales ...................................         10,079           4,094         67,322              --          81,495
    Cost of other resort and golf operations ........             --           1,073         14,904              --          15,977
    Management fees .................................             --           1,993         19,885         (21,878)             --
    Selling, general and administrative
       expenses .....................................         35,344           7,920         71,386              --         114,650
    Interest expense ................................         10,549           1,906            467              --          12,922
    Provision for loan losses .......................             --             344          2,410              --           2,754
                                                           ---------       ---------      ---------       ---------       ---------
                                                              55,972          17,330        176,374         (21,878)        227,798
                                                           ---------       ---------      ---------       ---------       ---------
    Income before income taxes and minority
       interest .....................................          1,118           6,394         24,405              --          31,917
    Provision for income taxes ......................            441           2,526          9,643              --          12,610
    Minority interest in income of
       consolidated subsidiary ......................             --              --             --             585             585
                                                           ---------       ---------      ---------       ---------       ---------
    Income before extraordinary item ................            677           3,868         14,762            (585)         18,722
    Extraordinary loss on early
     extinguishment of debt, net of taxes ...........             --              --         (1,682)             --          (1,682)
                                                           ---------       ---------      ---------       ---------       ---------
  Net income ........................................      $     677       $   3,868      $  13,080       $    (585)      $  17,040
                                                           =========       =========      =========       =========       =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED APRIL 2, 2000
                                                         ---------------------------------------------------------------------------
                                                                            COMBINED       COMBINED
                                                           BLUEGREEN      NON-GUARANTOR   SUBSIDIARY
                                                          CORPORATION     SUBSIDIARIES    GUARANTORS    ELIMINATIONS    CONSOLIDATED
<S>                                                        <C>             <C>            <C>             <C>             <C>
REVENUES
    Sales ...........................................      $  25,775       $  10,575      $ 178,138       $      --       $ 214,488
    Other resort and golf operations ................             --           2,747         18,998              --          21,745
    Management fees .................................         22,066              --             --         (22,066)             --
    Interest income .................................          1,231           3,431         10,990              --          15,652
    Gain on sales of notes receivable ...............             --           2,063             --              --           2,063
    Other income ....................................            454              81            200              --             735
                                                           ---------       ---------      ---------       ---------       ---------
                                                              49,526          18,897        208,326         (22,066)        254,683
COSTS AND EXPENSES
    Cost of sales ...................................          7,284           2,787         64,886              --          74,957
    Cost of other resort and golf operations ........             --           1,228         19,720              --          20,948
    Management fees .................................             --           1,675         20,391         (22,066)             --
    Selling, general and administrative
       expenses .....................................         42,542           7,219         79,273              --         129,034
    Interest expense ................................          8,843           2,053          2,945              --          13,841
    Provision for loan losses .......................             --             413          4,925              --           5,338
                                                           ---------       ---------      ---------       ---------       ---------
                                                              58,669          15,375        192,140         (22,066)        244,118
                                                           ---------       ---------      ---------       ---------       ---------
    Income (loss) before income taxes and
       minority interest ............................         (9,143)          3,522         16,186              --          10,565
    Provision (benefit) for income taxes ............         (3,631)          1,374          6,312              --           4,055
    Minority interest in loss of
       consolidated subsidiary ......................             --              --             --            (267)           (267)
                                                           ---------       ---------      ---------       ---------       ---------
    Net income (loss) ...............................      $  (5,512)      $   2,148      $   9,874       $     267       $   6,777
                                                           =========       =========      =========       =========       =========
</TABLE>


                                       58
<PAGE>

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED APRIL 1, 2001
                                                         ---------------------------------------------------------------------------
                                                                            COMBINED       COMBINED
                                                           BLUEGREEN      NON-GUARANTOR   SUBSIDIARY
                                                          CORPORATION     SUBSIDIARIES    GUARANTORS    ELIMINATIONS    CONSOLIDATED
<S>                                                        <C>             <C>            <C>             <C>             <C>
REVENUES
    Sales ...........................................      $      58       $  11,107      $ 215,145       $      --       $ 226,310
    Other resort and golf operations ................             --           3,508         24,705              --          28,213
    Management fees .................................         25,163              --             --         (25,163)             --
    Interest income .................................          1,378           4,155         11,784              --          17,317
    Gain on sales of notes receivable ...............             --           3,281             --              --           3,281
    Other income ....................................            (44)             87            529              --             572
                                                           ---------       ---------      ---------       ---------       ---------
                                                              26,555          22,138        252,163         (25,163)        275,693
COSTS AND EXPENSES
    Cost of sales ...................................             --           3,270         75,525              --          78,795
    Cost of other resort and golf operations ........             --           1,577         23,374              --          24,951
    Management fees .................................             --              --         25,163         (25,163)             --
    Selling, general and administrative
       expenses .....................................         27,085           8,110        113,369              --         148,564
    Interest expense ................................         10,189             941          4,364              --          15,494
    Provision for loan losses .......................             --              69          4,818              --           4,887
                                                           ---------       ---------      ---------       ---------       ---------
                                                              37,274          13,967        246,613         (25,163)        272,691
                                                           ---------       ---------      ---------       ---------       ---------
    Income (loss) before income taxes and
       minority interest ............................        (10,719)          8,171          5,550              --           3,002
    Provision (benefit) for income taxes ............         (4,127)          3,644          1,639              --           1,156
    Minority interest in loss of
       consolidated subsidiary ......................             --              --             --            (871)           (871)
                                                           ---------       ---------      ---------       ---------       ---------
    Net income (loss) ...............................      $  (6,592)      $   4,527      $   3,911       $     871       $   2,717
                                                           =========       =========      =========       =========       =========
</TABLE>


                                       59
<PAGE>


                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED MARCH 28, 1999
                                                               ---------------------------------------------------------------------
                                                                               COMBINED      COMBINED
                                                                 BLUEGREEN   NON-GUARANTOR  SUBSIDIARY
                                                                CORPORATION  SUBSIDIARIES   GUARANTORS   ELIMINATIONS   CONSOLIDATED
<S>                                                              <C>           <C>           <C>           <C>           <C>
Operating activities:
   Net cash (used) provided by operating activities ..........   $ (83,348)    $   9,624     $  73,204     $      --     $    (520)
                                                                 ---------     ---------     ---------     ---------     ---------
Investing activities:
  Purchase of related party notes receivable .................          --            --        (2,850)           --        (2,850)
  Loan to related party ......................................          --            --        (1,318)           --        (1,318)
  Cash received from investments in securities ...............          --         1,478            --            --         1,478
  Purchases of property and equipment ........................      (4,330)          (54)       (6,634)           --       (11,018)
  Proceeds from sales of property and equipment ..............         836            62            41            --           939
                                                                 ---------     ---------     ---------     ---------     ---------
Net cash (used) provided by investing activities .............      (3,494)        1,486       (10,761)           --       (12,769)
                                                                 ---------     ---------     ---------     ---------     ---------

Financing activities:
  Payments under short-term borrowings from
     underwriters ............................................     (22,149)           --            --            --       (22,149)
  Payments under line-of-credit facilities
     and notes payable .......................................      (6,992)       (6,751)      (62,008)           --       (75,751)
  Proceeds from issuance of 10.5% senior secured
     notes payable ...........................................     110,000            --            --            --       110,000
  Payment of debt issuance costs .............................      (4,901)         (855)          (57)           --        (5,813)
  Proceeds from issuance of common stock .....................      34,253            --            --            --        34,253
  Proceeds from exercise of employee and
     director stock options ..................................         397            --            --            --           397
  Payments for treasury stock ................................      (3,156)           --            --            --        (3,156)
                                                                 ---------     ---------     ---------     ---------     ---------
Net cash provided (used) by financing activities .............     107,452        (7,606)      (62,065)           --        37,781
                                                                 ---------     ---------     ---------     ---------     ---------
Net increase in cash and cash equivalents ....................      20,610         3,504           378            --        24,492
Cash and cash equivalents at beginning of year ...............      16,100         5,186         9,779            --        31,065
                                                                 ---------     ---------     ---------     ---------     ---------
Cash and cash equivalents at end of year .....................      36,710         8,690        10,157            --        55,557
Restricted cash and cash equivalents at end of year ..........      (1,597)       (8,595)       (5,614)           --       (15,806)
                                                                 ---------     ---------     ---------     ---------     ---------
Unrestricted cash and cash equivalents at end of year ........   $  35,113     $      95     $   4,543     $      --     $  39,751
                                                                 =========     =========     =========     =========     =========
</TABLE>


                                       60
<PAGE>

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED APRIL 2, 2000
                                                               ---------------------------------------------------------------------
                                                                               COMBINED      COMBINED
                                                                 BLUEGREEN   NON-GUARANTOR  SUBSIDIARY
                                                                CORPORATION  SUBSIDIARIES   GUARANTORS   ELIMINATIONS   CONSOLIDATED
<S>                                                              <C>           <C>           <C>           <C>           <C>
Operating activities:
Net cash (used) provided by operating activities .............   $   2,807     $   1,528     $ (16,593)    $      --     $ (12,258)
                                                                 ---------     ---------     ---------     ---------     ---------
Investing activities:
   Loan to related party .....................................          --            --          (256)           --          (256)
   Payments received on loan to related party ................          --            --           459            --           459
   Cash received from investments in securities ..............          --         6,201            --            --         6,201
   Business acquisition, net of cash acquired ................          --            --          (675)           --          (675)
   Purchases of property and equipment .......................      (2,722)         (162)       (7,962)           --       (10,846)
   Proceeds from sales of property and equipment .............          --            --         1,516            --         1,516
                                                                 ---------     ---------     ---------     ---------     ---------
Net cash (used) provided by investing activities .............      (2,722)        6,039        (6,918)           --        (3,601)
                                                                 ---------     ---------     ---------     ---------     ---------
Financing activities:
   Proceeds from borrowings under line-of-credit
      facilities and notes payable ...........................          --            --        27,885            --        27,885
   Payments under line-of-credit facilities and
      notes payable ..........................................        (126)       (3,596)       (3,794)           --        (7,516)
   Payment of debt issuance costs ............................      (1,042)         (203)         (762)           --        (2,007)
   Proceeds from issuance of common stock ....................      14,973            --            --            --        14,973
   Proceeds from exercise of employee and director
      stock options ..........................................         261            --            --            --           261
   Payments for treasury stock ...............................      (7,768)           --            --            --        (7,768)
                                                                 ---------     ---------     ---------     ---------     ---------
Net cash provided (used) by financing activities .............       6,298        (3,799)       23,329            --        25,828
                                                                 ---------     ---------     ---------     ---------     ---------
Net increase (decrease) in cash and cash equivalents .........       6,383         3,768          (182)           --         9,969
Cash and cash equivalents at beginning of year ...............      36,710         8,690        10,157            --        55,557
                                                                 ---------     ---------     ---------     ---------     ---------
Cash and cash equivalents at end of year .....................      43,093        12,458         9,975            --        65,526
Restricted cash and cash equivalents at end of year ..........      (1,437)      (12,458)       (7,234)           --       (21,129)
                                                                 ---------     ---------     ---------     ---------     ---------
Unrestricted cash and cash equivalents at end of year ........   $  41,656     $      --     $   2,741     $      --     $  44,397
                                                                 =========     =========     =========     =========     =========
</TABLE>


                                       61
<PAGE>

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED APRIL 1, 2001
                                                               ---------------------------------------------------------------------
                                                                               COMBINED      COMBINED
                                                                 BLUEGREEN   NON-GUARANTOR  SUBSIDIARY
                                                                CORPORATION  SUBSIDIARIES   GUARANTORS   ELIMINATIONS   CONSOLIDATED
<S>                                                              <C>           <C>           <C>           <C>           <C>
Operating activities:
Net cash (used) provided by operating activities .............   $ (24,250)    $   2,312     $  33,010     $      --     $  11,072
                                                                 ---------     ---------     ---------     ---------     ---------
Investing activities:
  Long term prepayment to  Bass Pro, Inc. ....................          --            --        (9,000)           --        (9,000)
  Investment in note receivable ..............................      (4,711)           --            --            --        (4,711)
   Principal payments received on investment in note
      receivable .............................................          68            --            --            --            68
   Cash received from investments in securities ..............          --         6,890            --            --         6,890
   Acquisition of minority interest ..........................          --            --          (250)           --          (250)
   Investment in joint venture ...............................          --            --        (3,230)        3,230            --
   Purchases of property and equipment .......................      (1,539)         (739)       (7,271)           --        (9,549)
   Proceeds from sales of property and equipment .............          --            --            79            --            79
                                                                 ---------     ---------     ---------     ---------     ---------
Net cash (used) provided by investing activities .............      (6,182)        6,151       (19,672)        3,230       (16,473)
                                                                 ---------     ---------     ---------     ---------     ---------
Financing activities:
   Proceeds from borrowings under line-of-credit
      facilities and notes payable ...........................       6,500           645         3,976            --        11,121
   Payments under line-of-credit facilities and
      notes payable ..........................................      (5,282)       (6,303)      (17,550)           --       (29,135)
   Payment of debt issuance costs ............................         (45)       (1,368)         (138)           --        (1,551)
   Proceeds from capitalization of joint venture .............                     3,230            --        (3,230)           --
   Proceeds from exercise of employee and director
      stock options ..........................................          28            --            --            --            28
   Payments for treasury stock ...............................        (572)           --            --            --          (572)
                                                                 ---------     ---------     ---------     ---------     ---------
Net cash provided (used) by financing activities .............         629        (3,796)      (13,712)       (3,230)      (20,109)
                                                                 ---------     ---------     ---------     ---------     ---------
Net increase (decrease) in cash and cash equivalents .........     (29,803)        4,667          (374)           --       (25,510)
Cash and cash equivalents at beginning of year ...............      43,093        12,458         9,975            --        65,526
                                                                 ---------     ---------     ---------     ---------     ---------
Cash and cash equivalents at end of year .....................      13,290        17,125         9,601            --        40,016
Restricted cash and cash equivalents at end of year ..........          --       (15,961)       (6,402)           --       (22,363)
                                                                 ---------     ---------     ---------     ---------     ---------
Unrestricted cash and cash equivalents at end of year ........   $  13,290     $   1,164     $   3,199     $      --     $  17,653
                                                                 =========     =========     =========     =========     =========
</TABLE>

11. Convertible Subordinated Notes Payable and Debentures

Notes Payable

     The  Company  financed  the cash  portion of the  purchase  price of RDI by
issuing  two 8%  convertible  subordinated  promissory  notes  in the  aggregate
principal  amount  of $6  million  (the "8%  Notes)  to a member of the Board of
Directors of the Company (the "Board") and an affiliate of a Board  member.  The
8% Notes,  which were executed on September  11, 1997,  are due on September 11,
2002,  and are  convertible  into  shares  of the  Company's  common  stock at a
conversion  price of $3.92  per  share,  subject  to  adjustment  under  certain
circumstances.

Debentures

     The  Company  has  $34.4  million  of its  8.25%  Convertible  Subordinated
Debentures  (the  "Debentures")  outstanding  at both April 2, 2000 and April 1,
2001.  The  Debentures  are  convertible  at any time prior to maturity  (2012),
unless  previously  redeemed,  into  common  stock of the  Company  at a current
conversion  price of $8.24  per  share,  subject  to  adjustment  under  certain
conditions.  The Debentures are redeemable at any time, at the Company's option,
in whole or in part at 100% of the face  amount.  The  Company is  obligated  to
redeem annually 10% of the principal amount of the Debentures originally issued,
commencing  May 15, 2003,  net of previous  redemptions  of  approximately  $5.6
million.  Such  redemptions are calculated to retire 90% of the principal amount
of the Debentures


                                       62
<PAGE>

prior to maturity.  The Debentures are unsecured and  subordinated to all senior
indebtedness  of the Company.  Interest is payable  semi-annually  on May 15 and
November 15.

     Under financial covenants of the Indenture pursuant to which the Debentures
were  issued,  the Company is  required  to maintain  net worth of not less than
$29.0  million.  Should net worth fall below $29.0  million for two  consecutive
quarters,  the  Company  is  required  to make an offer to  purchase  20% of the
outstanding Debentures at par, plus accrued interest.

     During fiscal 1999,  holders of $368,000 in aggregate  principal  amount of
the  Debentures  elected to convert said  Debentures  into an  aggregate  44,658
shares of the Company's common stock.

12. Fair Value of Financial Instruments

     The  following  methods  and  assumptions  were  used  by  the  Company  in
estimating the fair values of its financial instruments:

     Cash and cash equivalents: The amounts reported in the consolidated balance
sheets for cash and cash equivalents approximate fair value.

     Contracts  receivable:  The amounts  reported in the  consolidated  balance
sheets for contracts receivable approximate fair value. Contracts receivable are
non-interest  bearing and  generally  convert  into cash or an  interest-bearing
mortgage note receivable within thirty days.

     Notes receivable:  The amounts reported in the consolidated  balance sheets
for notes  receivable  approximate  fair value based on  discounted  future cash
flows using current rates at which similar loans with similar  maturities  would
be made to borrowers with similar credit risk.

     Investments in  securities:  Investments  in  securities,  which  represent
retained interests in REMIC and timeshare  receivable pools sold, are carried at
fair value based on discounted cash flow analyses.

     Lines-of-credit,  notes payable and  receivable-backed  notes payable:  The
amounts  reported  in the  balance  sheets  approximate  their  fair  value  for
indebtedness  that provides for variable  interest rates.  The fair value of the
Company's  fixed-rate  indebtedness  was estimated  using  discounted  cash flow
analyses, based on the Company's current incremental borrowing rates for similar
types of borrowing arrangements.

     10.50% senior secured notes payable: The fair value of the Company's 10.50%
senior secured notes is based on the quoted market price in the over-the-counter
bond market.

     8.00% convertible  subordinated notes payable to related parties:  The fair
value of the Company's $6 million notes was  estimated  using a discounted  cash
flow analysis,  based on the Company's current  incremental  borrowing rates for
similar types of borrowing arrangements.

     8.25% convertible subordinated debentures:  The fair value of the Company's
8.25% convertible subordinated debentures is based on the quoted market price as
reported on the New York Stock Exchange.


                                       63
<PAGE>

<TABLE>
<CAPTION>
                                                                   April 2, 2000                    April 1, 2001
                                                            ---------------------------------------------------------------
(in thousands)                                                Carrying        Estimated          Carrying       Estimated
                                                               Amount         Fair Value          Amount        Fair Value
                                                               ------         ----------          ------        ----------
<S>                                                           <C>              <C>              <C>              <C>
Cash and cash equivalents .................................   $ 65,526         $ 65,526         $ 40,016         $ 40,016
Contracts receivable, net .................................      7,919            7,919           18,507           18,507
Notes receivable, net .....................................     70,114           70,114           74,796           74,796
Investments in securities .................................     15,330           15,330           19,898           19,898
Lines-of-credit, notes payable, and receivable-
  backed notes payable ....................................     77,531           77,531           67,620           67,620
10.50% senior secured notes payable .......................    110,000           71,500          110,000           59,400
8.00% convertible subordinated notes payable to
  related parties .........................................      6,000            5,889            6,000            6,000
8.25% convertible subordinated debentures .................     34,371           23,286           34,371           22,341
</TABLE>

13. Common Stock and Stock Option Plans

     On  August  14,  1998,  the  Company  entered  into a  Securities  Purchase
Agreement (the "Stock Agreement") by and among the Company,  Morgan Stanley Real
Estate  Investors  III,  L.P.,  Morgan  Stanley  Real  Estate  Fund  III,  L.P.,
("MSREF"),  MSP Real  Estate  Fund,  L.P.,  and MSREF III  Special  Fund,  L.P.,
(collectively,  the "Funds")  pursuant to which the Funds  purchased 4.1 million
and 1.8 million  shares of the  Company's  common  stock for an aggregate of $35
million and $15 million  during  fiscal 1999 and 2000,  respectively.  Legal and
other stock issuance costs totaled approximately $774,000.

Treasury Stock

     During  fiscal  1999 and fiscal  2000,  the Board  authorized  a program to
repurchase up to an  additional 2 million and 1 million  shares of common stock,
respectively.  During fiscal 1999, the Company repurchased approximately 518,000
common  shares at an aggregate  cost of $3.2 million.  During  fiscal 2000,  the
Company repurchased approximately 1.6 million common shares at an aggregate cost
of $7.8  million.  During  fiscal 2001,  the Company  repurchased  approximately
198,000 common shares at an aggregate cost of $572,000.

Stock Option Plans

     Under the Company's employee stock option plans,  options vest ratably over
a five-year period and expire ten years from the date of grant. All options were
granted at exercise  prices that either equaled or exceeded fair market value at
the respective dates of grant.

     The  stock  option  plan  covering  the  Company's  non-employee  Directors
provides for the grant to the  Company's  non-employee  directors  (the "Outside
Directors") of  non-qualified  stock options that vest ratably over a three-year
period and expire ten years from the date of grant.


                                       64
<PAGE>

     A summary of stock option  activity  related to the Company's  Employee and
Outside  Directors  Plans is  presented  below (in  thousands,  except per share
data).

<TABLE>
<CAPTION>
                                             Number                                                   Number
                                            of Shares        Outstanding       Exercise Price        of Shares
                                            Reserved           Options            Per Share         Exercisable
<S>                                           <C>                <C>             <C>                  <C>
Employee Stock Option Plans

Balance at March 30, 1998.................    1,740              1,725           $1.25-$4.88            541
    Additional options authorized.........    2,000                 --               --
    Granted...............................       --              1,234           $8.50-$9.50
    Forfeited.............................       (3)               (11)          $2.29-$3.13
    Exercised.............................      (36)               (36)          $2.29-$2.60
                                              -----              -----
Balance at March 28, 1999.................    3,701              2,912           $1.25-$9.50            821
    Granted...............................       --                115           $4.88-$8.50
    Forfeited.............................       (2)              (144)          $3.13-$8.50
    Exercised.............................      (54)               (54)          $2.29-$4.51
                                              -----              -----
Balance at April 2, 2000..................    3,645              2,829           $1.25-$9.50          1,288
    Granted...............................       --                 60           $2.26-$3.00
    Forfeited.............................       (5)              (185)          $3.13-$8.50
    Exercised.............................      (11)               (11)             $3.13
                                              -----              -----
Balance at April 1, 2001..................    3,629              2,693           $1.25-$9.50          1,637
                                              =====              =====

Outside Directors Plans

     Balance at March 30, 1998............       558                558           $0.83-$4.78           408
        Additional options authorized ....       500                 --               --
        Granted...........................        --                 90              $9.31
        Exercised.........................      (103)              (103)          $1.77-$4.78
                                               -----              -----
     Balance at March 28, 1999............       955                545           $0.83-$9.31           381
        Granted...........................        --                120              $5.94
        Exercised.........................       (52)               (52)          $0.83-$2.81
                                               -----              -----
     Balance at April 2, 2000.............       903                613           $1.46-$9.31           408
        Granted...........................        --                105              $2.88
                                               -----              -----
     Balance at April 1, 2001.............       903                718           $1.46-$9.31           503
                                               =====              =====
</TABLE>

         The weighted-average fair values of options granted during the
           year ended April 1, 2001 were: Exercise price equal to fair
             value at grant date: employees $1.24, directors - $1.50

     The  weighted-average   exercise  prices  and  weighted-average   remaining
contractual  lives of the Company's  outstanding  stock options at April 1, 2001
(grouped by range of exercise prices) were:

<TABLE>
<CAPTION>
                                                           Weighted-Average                          Weighted-
                                                               Remaining          Weighted-           Average
                            Number           Number of      Contractual Life       Average         Exercise Price
                          of Options      Vested Options       (in years)       Exercise Price      (vested only)
                          ----------      --------------       ----------       --------------      -------------
                                  (In 000's)
                                  ----------
<S>                           <C>              <C>                  <C>             <C>                 <C>
Employees:
    $1.25-$1.46                 102              102                1               $1.35               $1.35
    $2.26-$3.13                 645              434                6               $2.96               $3.00
    $3.58-$4.88                 888              681                6               $4.33               $4.20
    $8.50-$9.50               1,058              420                8               $9.22               $9.23
                              -----            -----
                              2,693            1,637
                              =====            =====
</TABLE>


                                       65
<PAGE>

<TABLE>
<CAPTION>
                                                           Weighted-Average                          Weighted-
                                                               Remaining          Weighted-           Average
                            Number           Number of      Contractual Life       Average         Exercise Price
                          of Options      Vested Options       (in years)       Exercise Price      (vested only)
                          ----------      --------------       ----------       --------------      -------------
                                  (In 000's)
                                  ----------
<S>                           <C>              <C>                  <C>             <C>                 <C>
Directors:
    $1.46-$1.77                 72                72                2               $1.62               $1.62
    $2.81-$3.80                436               331                6               $3.19               $3.29
    $5.94                      120                40                9               $5.94               $5.94
    $9.31                       90                60                8               $9.31               $9.31
                               ---               ---
                               718               503
                               ===               ===
</TABLE>

     Pro forma information regarding net income and earnings per share as if the
Company had accounted for its employee stock options under the fair value method
of SFAS No.  123 is  presented  below.  The fair  value  for these  options  was
estimated at the date of grant using a  Black-Scholes  option pricing model with
the  following  weighted-average  assumptions  for fiscal  1999,  2000 and 2001,
respectively:  risk free investment rates of 5.0%, 5.7% and 5.5% dividend yields
of 0%,  0% and 0%, a  volatility  factor  of the  expected  market  price of the
Company's common stock of .428, .448 and .532 and a weighted average life of the
options of 5.0 years, 5.3 years and 5.0 years, respectively.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period. The effects of
applying SFAS No. 123 for the purpose of providing pro forma disclosures are not
likely to be  representative of the effects on reported pro forma net income for
future  years,  due to  the  impact  of the  staggered  vesting  periods  of the
Company's stock option grants. The Company's pro forma information is as follows
(in thousands, except per share data).

                                                         Year Ended
                                              ----------------------------------
                                               March 28,   April 2,     April 1,
                                                 1999        2000         2001
                                                 ----        ----         ----

Pro forma net income .......................   $16,419     $ 5,934      $ 1,873
                                               =======     =======      =======
Pro forma earnings per share:
  Basic ....................................   $   .74     $   .25      $   .08
  Diluted ..................................       .64         .25          .08

Common Stock Reserved For Future Issuance

     As of  April 1,  2001,  Common  stock  reserved  for  future  issuance  was
comprised of shares issuable (in thousands):

          Upon conversion of 8.25% debentures................    4,171
          Upon conversion of 8.00% notes payable.............    1,530
          Upon exercise of employee stock options............    3,629
          Upon exercise of outside director stock options....      903
                                                                ------
                                                                10,233
                                                                ======

14. Commitments and Contingencies

     At April 1,  2001,  the  estimated  cost to  complete  development  work in
subdivisions  or resorts from which lots or Timeshare  Interests  have been sold
totaled $41.9 million.  Development is estimated to be completed within the next
two fiscal years as follows: 2002--$34.4 million, 2003--$7.5 million.

     The  Company  leases  certain  office  space and  equipment  under  various
noncancelable   operating  leases.   Certain  of  these  leases  contain  stated
escalation clauses while others contain renewal options.



                                       66
<PAGE>

     Rent expense for the years ended March 28, 1999, April 2, 2000 and April 1,
2001,  totaled  approximately  $3.1  million,  $3.5  million  and $4.2  million,
respectively.  Lease commitments under these noncancelable  operating leases for
each of the five fiscal years  subsequent to fiscal 2001,  and thereafter are as
follows (in thousands):

                2002......................................  $2,961
                2003......................................   2,337
                2004......................................   1,805
                2005......................................   1,274
                2006......................................     136
                Thereafter................................      --
                                                            ------
                  Total future minimum lease payments       $8,513
                                                            ======

     In the  ordinary  course of its  business,  the  Company  from time to time
becomes subject to claims or proceedings relating to the purchase,  subdivision,
sale and/or  financing  of real  estate.  Additionally,  from time to time,  the
Company  becomes  involved in disputes with existing and former  employees.  The
Company  believes  that  substantially  all of the  claims and  proceedings  are
incidental to its business.

     In addition to its other ordinary course  litigation,  the Company became a
defendant in two  proceedings  during  fiscal 1999.  First,  an action was filed
against the Company on December 15, 1998.  The  plaintiff  has asserted that the
Company  is  in  breach  of  its  obligations   under,   and  has  made  certain
misrepresentations  in connection with, a contract under which the Company acted
as marketing agent for the sale of undeveloped  property owned by the plaintiff.
The plaintiff also alleges fraud,  negligence and violation by the Company of an
alleged  fiduciary  duty owed to plaintiff.  Among other  things,  the plaintiff
alleges that the Company failed to meet certain minimum sales requirements under
the marketing contract and failed to commit sufficient  resources to the sale of
the property. The original complaint sought damages in excess of $18 million and
certain other remedies, including punitive damages.  Subsequently,  based on the
testimony of the plaintiff's  expert witnesses,  the sought damages were reduced
to  approximately  $15 million.  During  fiscal 2001,  the court  dismissed  the
plaintiff's  claims related to promissory  estoppel,  covenant of good faith and
fair dealing,  breach of fiduciary duty and negligence.  In addition,  the court
dismissed  the  claims  alleged  by a  sister  company  of  the  plaintiff.  The
dismissals discussed above further reduced the plaintiff's claims for damages to
approximately  $8  million,  subject to the  plaintiff's  right of  appeal.  The
Company is continuing to evaluate this action and its potential  impact, if any,
on the Company and  accordingly  cannot  predict the outcome  with any degree of
certainty. However, based upon all of the facts presently under consideration of
management,  the  Company  believes  that  it has  substantial  defenses  to the
allegations  in this action and intends to defend  this matter  vigorously.  The
Company  does not  believe  that any  likely  outcome  of this  case will have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations.

     Second,  an action was filed on July 10, 1998 against two  subsidiaries  of
the Company and various other  defendants.  The Company itself is not named as a
defendant.  The  Company's  subsidiaries  acquired  certain real  property  (the
"Property").  The Property was acquired  subject to certain  alleged oil and gas
leasehold  interests and rights (the  "Interests") held by the plaintiffs in the
action (the "Plaintiffs"). The Company's subsidiaries developed the Property and
have resold parcels to numerous  customers.  The Plaintiffs allege,  among other
things, breach of contract, slander of title and that the Company's subsidiaries
and their  purchasers  have  unlawfully  trespassed  on easements  and otherwise
violated and  prevented  the  Plaintiffs  from  exploiting  the  Interests.  The
Plaintiffs  claim  damages  in excess of $40  million,  as well as  punitive  or
exemplary  damages  in an amount  of at least  $50  million  and  certain  other
remedies.  During fiscal 2001,  the court advised the parties in open court that
the Company's  motion for summary  judgment was granted,  thus dismissing all of
the Plaintiff's claims for damages,  subject to the Plaintiffs' right of appeal.
The parties are awaiting the court's  written  decision  documenting the summary
judgment.

     The Company is  continuing to evaluate  these  actions and their  potential
impact, if any, on the Company and accordingly  cannot predict the outcomes with
any degree of certainty.  However,  based upon all of the facts  presently under
consideration  of  management,  the  Company  believes  that it has  substantial
defenses to the allegations in each of the actions and intends to defend each of
these matters  vigorously.  The Company does not believe that any likely outcome
of either case will have a material  adverse  effect on the Company's  financial
condition or results of operations.


                                       67
<PAGE>

     On August 21,  2000,  the Company  received a Notice of Field Audit  Action
(the  "Notice")  from the State of Wisconsin  Department  of Revenue (the "DOR")
alleging that two  subsidiaries  now owned by the Company  failed to collect and
remit  sales and use taxes to the State of  Wisconsin  during  the  period  from
January 1, 1994 through  September 30, 1997 totaling $1.9 million.  The majority
of the  assessment  is based  on the  subsidiaries  not  charging  sales  tax to
purchasers  of  Timeshare   Interests  at  the  Company's   Christmas   Mountain
Village(TM)  resort.  In addition to the assessment,  the Notice  indicated that
interest would be charged,  but no penalties  would be assessed.  As of April 1,
2001,  aggregate  interest was approximately  $1.1 million.  The Company filed a
Petition for  Redetermination  (the "Petition") on October 19, 2000, and, if the
Petition  is  unsuccessful,   the  Company  intends  to  vigorously  appeal  the
assessment.  The Company acquired the subsidiaries  that were the subject of the
Notice  in  connection  with the  acquisition  of RDI  Group,  Inc.  ("RDI")  on
September 30, 1997. Under the RDI purchase agreement,  the Company has the right
to set off payments owed by the Company to RDI's former stockholders pursuant to
a $1.0 million outstanding note payable balance and to make a claim against such
stockholders for $500,000  previously paid for any breach of representations and
warranties.  The Company has notified the former stockholders that it intends to
exercise these rights to mitigate any settlement with the DOR in this matter. In
addition, the Company believes that, if necessary,  amounts paid to the State of
Wisconsin  pursuant  to the  Notice,  if  any,  may be  further  funded  through
collections of sales tax from the consumers who effected the assessed  timeshare
sales  with  RDI  without  paying  sales  tax  on  their  purchases.   Based  on
management's assessment of the Company's position in the Petition, the Company's
right of set off with the former RDI  stockholders  and other factors  discussed
above,  management  does not believe that the possible sales tax pursuant to the
Notice  will  have a  material  adverse  impact  on  the  Company's  results  of
operations  or financial  position,  and  therefore no amounts have been accrued
related to this matter.

15. Income Taxes

     The provision for income taxes consists of the following (in thousands):

                                                Year Ended
                            --------------------------------------------------
                            March 28, 1999     April 2, 2000     April 1, 2001
                            --------------     -------------     -------------
Federal:
   Current .................     $ 4,973          $ 3,719           $(4,645)
   Deferred ................       4,994             (303)            5,481
                                 -------          -------           -------
                                   9,967            3,416               836
State and other:
   Current .................       1,796              696                --
   Deferred ................         847              (57)              320
                                 -------          -------           -------
                                   2,643              639               320
                                 -------          -------           -------
Total ......................     $12,610          $ 4,055           $ 1,156
                                 =======          =======           =======

     The reasons for the  difference  between the provision for income taxes and
the amount that results from  applying the federal  statutory tax rate in fiscal
1999,  2000 and 2001 to income  before  provision  for income taxes and minority
interest are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                  Year Ended
                                                             -----------------------------------------------------
                                                             March 28, 1999      April 2, 2000       April 1, 2001
                                                             --------------      -------------       -------------
<S>                                                              <C>                 <C>                 <C>
Income tax expense at statutory rate ........................    $11,171             $ 3,698             $ 1,051
Effect of state taxes, net of federal tax benefit ...........      1,439                 357                 105
                                                                 -------             -------             -------
                                                                 $12,610             $ 4,055             $ 1,156
                                                                 =======             =======             =======
</TABLE>

     At April 2, 2000 and April 1, 2001,  deferred  income taxes  consist of the
following components (in thousands):

<TABLE>
<CAPTION>
                                                                        April 2,         April 1,
                                                                         2000              2001
                                                                         ----              ----
<S>                                                                     <C>              <C>
Deferred federal and state tax liabilities (assets):
  Installment sales treatment of notes ............................     $ 13,097         $ 32,565
  Deferred federal and state loss carryforwards/AMT credits .......         (643)         (16,078)
  Tax over book depreciation ......................................          655            1,384
  Book over tax carrying value of investments in securities .......           --            1,305
  Other ...........................................................           64              153
                                                                        --------         --------
Deferred income taxes .............................................     $ 13,173         $ 19,329
                                                                        ========         ========
</TABLE>


                                       68
<PAGE>

     The  Company  has  available  net  operating  loss  carryforwards  of $23.5
million,  which expire in 2021, and alternative minimum tax credit carryforwards
of $6.7 million, that never expire.

16. Employee Retirement Savings Plan

     The Company's Employee  Retirement Plan is a code section 401(k) Retirement
Savings Plan (the "Plan").  All employees at least 21 years of age with one year
of employment with the Company are eligible to participate in the Plan. Employer
contributions to the Plan are at the sole discretion of the Company and were not
material to the  operations of the Company for fiscal 1999.  The Company made no
employer contributions for fiscal 2000 and 2001.

17. Business Segments

     The Company has two  reportable  business  segments.  The Resorts  Division
acquires,  develops and markets Timeshare Interests at the Company's resorts and
the Residential Land and Golf Division acquires large tracts of real estate that
are  subdivided,  improved  (in some cases to include a golf  course and related
amenities on the property) and sold, typically on a retail basis. The results of
operations  from  sales of  factory-built  manufactured  home/lot  packages  and
undeveloped  lots previously  managed under the  Communities  Division have been
combined with the results of operations  of the Company's  Residential  Land and
Golf  Division  in the  prior  periods,  due  to  immateriality.  The  Company's
reportable  segments  are  business  units that offer  different  products.  The
reportable  segments are each  managed  separately  because  they sell  distinct
products with different development, marketing and selling methods.

     The Company  evaluates  performance and allocates  resources based on field
operating  profit.  Field  operating  profit is  operating  profit  prior to the
allocation of corporate overhead,  interest income, gain on sale of receivables,
other income,  provision  for loan losses,  interest  expense,  income taxes and
minority  interest.  Inventory is the only asset that the Company evaluates on a
segment basis - all other assets are only evaluated on a consolidated basis. The
accounting  policies of the reportable  segments are the same as those described
in the summary of significant accounting policies.

     Required disclosures for the Company's business segments are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                     Residential Land
As of and for the year ended March 28, 1999              Resorts          and Golf           Totals
                                                         -------          --------           ------
<S>                                                     <C>               <C>               <C>
Sales ...............................................   $103,127          $122,689          $225,816
Other resort and golf operations revenues ...........     13,825             1,056            14,881
Depreciation expense ................................        684               334             1,018
Field operating profit ..............................     11,872            31,866            43,738
Inventory ...........................................     91,552            51,432           142,984

As of and for the year ended April 2, 2000

Sales ...............................................   $117,271          $ 97,217          $214,488
Other resort and golf operations revenues ...........     19,038             2,707            21,745
Depreciation expense ................................      1,303               831             2,134
Field operating profit ..............................      7,410            22,587            29,997
Inventory ...........................................    109,534            87,559           197,093

As of and for the year ended April 1, 2001

Sales ...............................................   $137,411          $ 88,899          $226,310
Other resort and golf operations revenues ...........     26,326             1,887            28,213
Depreciation expense ................................      1,986               873             2,859
Field operating profit ..............................      9,724            12,991            22,715
Inventory ...........................................     97,012            96,622           193,634
</TABLE>


                                       69
<PAGE>

Reconciliations to Consolidated Amounts

     Field operating profit for reportable  segments  reconciled to consolidated
income before provision for income taxes and minority interest (in thousands):

<TABLE>
<CAPTION>
                                                                               Year Ended
                                                               -------------------------------------------
                                                               March 28,         April 2,         April 1,
                                                                  1999             2000             2001
                                                               -------------------------------------------
<S>                                                            <C>              <C>              <C>
Field operating profit for reportable segments ...........     $  43,738        $  29,997        $  22,715
Interest income ..........................................        14,804           15,652           17,317
Gain on sales of notes receivable ........................         3,692            2,063            3,281
Other income .............................................           522              735              572
Corporate general and administrative expenses ............       (15,163)         (18,703)         (20,502)
Interest expense .........................................       (12,922)         (13,841)         (15,494)
Provision for loan losses ................................        (2,754)          (5,338)          (4,887)
                                                               ---------        ---------        ---------
Consolidated income before provision for income
   taxes and minority interest ...........................     $  31,917        $  10,565        $   3,002
                                                               =========        =========        =========
</TABLE>

     Depreciation  expense for reportable  segments  reconciled to  consolidated
depreciation expense (in thousands):

<TABLE>
<CAPTION>
                                                                               Year Ended
                                                               -------------------------------------------
                                                               March 28,         April 2,         April 1,
                                                                  1999             2000             2001
                                                               -------------------------------------------
<S>                                                            <C>              <C>              <C>
Depreciation expense for reportable segments .............     $   1,018        $   2,134        $   2,859
Depreciation expense for corporate fixed assets ..........           879            1,072            1,404
                                                               ---------        ---------        ---------
Consolidated depreciation expense ........................     $   1,897        $   3,206        $   4,263
                                                               =========        =========        =========
</TABLE>

     Assets  for  reportable  segments  reconciled  to  consolidated  assets (in
thousands):

<TABLE>
<CAPTION>
                                                                               Year Ended
                                                               -------------------------------------------
                                                               March 28,         April 2,         April 1,
                                                                  1999             2000             2001
                                                               -------------------------------------------
<S>                                                            <C>              <C>              <C>
Inventory for reportable segments ........................     $ 142,984        $ 197,093        $ 193,634
Assets not allocated to reportable segments ..............       204,334          216,890          226,047
                                                               ---------        ---------        ---------
Total assets .............................................     $ 347,318        $ 413,983        $ 419,681
                                                               =========        =========        =========
</TABLE>

Geographic Information

     Sales by geographic area are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                               Year Ended
                                                               -------------------------------------------
                                                               March 28,         April 2,         April 1,
                                                                  1999             2000             2001
                                                               -------------------------------------------
<S>                                                            <C>              <C>              <C>
United States ............................................     $ 210,139        $ 203,899        $ 216,321
Aruba ....................................................        15,668           10,575            9,964
Canada ...................................................             9               14               25
                                                               ---------        ---------        ---------
Consolidated totals ......................................     $ 225,816        $ 214,488        $ 226,310
                                                               =========        =========        =========
</TABLE>

     Inventory by geographic area is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                 April 2,         April 1,
                                                                                   2000             2001
                                                                                --------------------------
<S>                                                                             <C>              <C>
United States                                                                   $ 183,978        $ 181,676
Aruba                                                                              13,083           11,951
Canada                                                                                 32                7
                                                                                ---------        ---------
Consolidated totals                                                             $ 197,093        $ 193,634
                                                                                =========        =========
</TABLE>


                                       70
<PAGE>

18. Quarterly Financial Information (Unaudited)

     Summarized  quarterly  financial  information  for the years ended April 2,
2000 and April 1, 2001 is presented  below (in  thousands,  except for per share
information).

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                  -----------------------------------------------------
                                                  July 4,      October 3,     January 2,       April 2,
                                                   1999           1999           2000            2000
                                                   ----           ----           ----            ----
<S>                                             <C>            <C>            <C>             <C>
Sales ......................................    $ 62,714       $ 65,653       $ 45,246        $ 40,875
Gross profit ...............................      40,990         44,555         27,948          26,038
Net income (loss) ..........................       4,424          5,862           (785)         (2,724)
Earnings (loss) per common share:
   Basic ...................................        0.19           0.25          (0.03)          (0.11)
   Diluted .................................        0.17           0.22          (0.03)          (0.11)

<CAPTION>
                                                                    Three Months Ended
                                                  -----------------------------------------------------
                                                  July 2,      October 1,    December 31,       April 1,
                                                   2000           2000           2000            2001
                                                   ----           ----           ----            ----
<S>                                             <C>            <C>            <C>             <C>
Sales ......................................    $ 62,207       $ 64,810       $ 44,803        $ 54,490
Gross profit ...............................      40,324         43,915         28,753          34,523
Net income (loss) ..........................       3,012          2,001         (1,361)           (935)
Earnings (loss) per common share:
   Basic ...................................        0.12           0.08          (0.06)          (0.04)
   Diluted .................................        0.12           0.08          (0.06)          (0.04)
</TABLE>


                                       71
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders
Bluegreen Corporation

     We have audited the accompanying  consolidated  balance sheets of Bluegreen
Corporation as of April 2, 2000 and April 1, 2001, and the related  consolidated
statements of income,  shareholders' equity and cash flows for each of the three
years in the period  ended April 1, 2001.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  consolidated  financial  position of Bluegreen
Corporation at April 2, 2000 and April 1, 2001, and the consolidated  results of
its  operations  and its cash  flows for each of the three  years in the  period
ended April 1, 2001, in conformity with accounting principles generally accepted
in the United States.


                                                               ERNST & YOUNG LLP


West Palm Beach, Florida
June 8, 2001


                                       72
<PAGE>

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     None.

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     For  information  with  respect  to  the  Company's   Directors,   see  the
information  provided under the headings  "Proposal 1 - Election of Nominees for
Director"  and  "Certain  Relationships  and  Other  Transactions"  in the Proxy
Statement,  which  sections are  incorporated  herein by reference.  Information
concerning the executive  officers of the Company appears in Item 1 of Part 1 of
this Annual Report on Form 10-K.

Section 16 Compliance

     The  information  provided  under the  heading  "Section  16(a)  Beneficial
Ownership Reporting Compliance" in the Proxy Statement is incorporated herein by
reference.

Item 11. EXECUTIVE COMPENSATION.

     The  information  provided  under the  headings  "Proposal  1-  Election of
Nominees for Director,"  "Board of Directors and its Committees,"  "Compensation
Committee  Report on Executive  Compensation",  "Compensation of Chief Executive
Officer",   "Executive   Compensation"  and  "Certain  Relationships  and  Other
Transactions"  in the  Company's  Proxy  Statement  is  incorporated  herein  by
reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  information  provided  under the  heading  "Proposal  1 - Election  of
Nominees  for  Director"  in the  Proxy  Statement  is  incorporated  herein  by
reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The  information  provided  under the  headings  "Proposal  1 - Election of
Nominees for Director," "Executive  Compensation" and "Certain Relationships and
Other  Transactions" in the Proxy Statement is incorporated herein by reference.

                                    PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(1) and (a)(2) List of Financial Statements and Schedules.

1.   The following  Consolidated  Financial  Statements and Notes thereto of the
     Company and its subsidiaries and the report of independent certified public
     accountants relating thereto, are included in Item 8.

     Consolidated Balance Sheets as of April 2, 2000 and April 1, 2001

     Consolidated Statements of Income for each of the three years in the period
          ended April 1, 2001

     Consolidated Statements of Shareholders' Equity for each of the three years
          in the period ended April 1, 2001

     Consolidated  Statements  of Cash Flows for each of the three  years in the
          period ended April 1, 2001

     Notes to Consolidated Financial Statements

     Report of Independent Certified Public Accountants


                                       73
<PAGE>

2.   All  financial  statement  schedules  are  omitted  because  they  are  not
     applicable,  are not present in amounts sufficient to require submission of
     the schedules or the required  information is presented in the Consolidated
     Financial Statements or related notes.

(a)(3) List of Exhibits.

     The exhibits  which are filed with this Annual Report on Form 10-K or which
are  incorporated  herein by reference  are set forth in the Exhibit Index which
appears at pages 77 through 81 hereof and are incorporated herein by reference.

(b) Reports on Form 8-K.

     None.

(c) Exhibits.

     See (a)(3) above.

(d) Financial Statement Schedules.

     All  financial  statement  schedules  are  omitted  because  they  are  not
applicable,  are not present in amounts  sufficient to require submission of the
schedules or the required information is presented in the Consolidated Financial
Statements or related notes.


                                       74
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        BLUEGREEN CORPORATION
                                             (Registrant)

Date: June 26, 2001      By: /S/ GEORGE F. DONOVAN
                             -------------------------------------------
                             George F. Donovan,
                             President and Chief Executive Officer

Date: June 26, 2001      By: /S/ JOHN F. CHISTE
                             -------------------------------------------
                             John F. Chiste,
                             Senior Vice President, Treasurer and Chief
                             Financial Officer
                             (Principal Financial Officer)

Date: June 26, 2001      By: /S/ ANTHONY M. PULEO
                             -------------------------------------------
                             Anthony M. Puleo,
                             Vice President and Chief Accounting Officer
                             (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 26th day of June, 2001.

        Signature                           Title
        ---------                           -----

/S/ GEORGE F. DONOVAN               President, Chief Executive Officer and
-------------------------------     Director
George F. Donovan

/S/ JOHN F. CHISTE                  Senior Vice President, Treasurer and Chief
-------------------------------     Financial Officer
John F. Chiste                      (Principal Financial Officer)

/S/ ANTHONY M. PULEO                Vice President and Chief Accounting Officer
-------------------------------     (Principal Accounting Officer)
Anthony M. Puleo

/S/ JOHN P. BUZA                    Director
-------------------------------
John P. Buza

/S/ RALPH A. FOOTE                  Director
-------------------------------
Ralph A. Foote

/S/ MICHAEL J. FRANCO               Director
-------------------------------
Michael J. Franco

/S/ RICHARD M. KELLEHER             Director
-------------------------------
Richard M. Kelleher

/S/ JOHN LAGUARDIA                  Director
-------------------------------
John Laguardia

/S/ J. LARRY RUTHERFORD             Director
-------------------------------
J. Larry Rutherford

/S/ BRADFORD T. WHITMORE            Director
-------------------------------
Bradford T. Whitmore

/S/ JOSEPH M. ZUBER                 Director
-------------------------------
Joseph M. Zuber


                                       75
<PAGE>

                                  EXHIBIT INDEX

Number                             Description
------                             -----------

3.1       -    Restated  Articles of Organization,  as amended  (incorporated by
               reference to exhibit of same designation to Annual Report on Form
               10-K for the year ended March 31, 1996).

3.2       -    Restated and amended By-laws of the Registrant  (incorporated  by
               reference  to  exhibit  3.3 to  Current  Report on Form 8-K dated
               August 14, 1998).

4.4       -    Specimen of Common Stock  Certificate  (incorporated by reference
               to exhibit of same  designation to Annual Report on Form 10-K for
               the year ended April 2, 2000).

4.6       -    Form of  Indenture  dated  as of May  15,  1987  relating  to the
               Company's  8.25%  Convertible  Subordinated  Debentures Due 2012,
               including Form of Debenture (incorporated by reference to exhibit
               of same  designation to Registration  Statement on Form S-1, File
               No. 33-13753).

4.7       -    Indenture  dated as of April 1, 1998 by and among the Registrant,
               certain  subsidiaries  of  the  Registrant,  and  SunTrust  Bank,
               Central Florida,  National  Association,  as trustee,  for the 10
               1/2% Senior Secured Notes due 2008. (incorporated by reference to
               exhibit of same  designation  to  Registration  Statement on Form
               S-4, File No. 333-50717).

4.8       -    First  Supplemental  Indenture  dated as of March 15, 1999 by and
               among the Registrant, certain subsidiaries of the Registrant, and
               SunTrust Bank, Central Florida, National Association, as trustee,
               for the 10 1/2% Senior  Secured Notes due 2008  (incorporated  by
               reference to exhibit of same designation to Annual Report on Form
               10-K for the fiscal year ended March 28, 1999).

10.24     -    Form of Agreement  dated June 27, 1989 between the Registrant and
               Peoples  Heritage Savings Bank relating to sale of mortgage notes
               receivable   (incorporated   by  reference  to  exhibit  of  same
               designation  to Annual  Report on Form 10-K for the  fiscal  year
               ended April 2, 1989).

10.77     -    Registrant's  Amended  1988 Outside  Directors  Stock Option Plan
               (incorporated  by  reference  to exhibit of same  designation  to
               Annual  Report on Form 10-K for the fiscal  year ended  March 29,
               1992).

10.78     -    Registrant's  1988 Amended Outside  Director's  Stock Option Plan
               (incorporated  by reference to exhibit to Registration  Statement
               on Form S-8, File No. 33-61687).

10.79     -    Registrant's  1998   Non-Employee   Director  Stock  Option  Plan
               (incorporated  by reference to exhibit 10.131 to Annual report on
               Form 10-K for the year ended March 29, 1998).

10.80     -    Registrant's 1995 Stock Incentive Plan, as amended  (incorporated
               by reference to exhibit  10.79 to Annual  Report on Form 10-K for
               the fiscal year ended March 29, 1998).

10.81     -    Registrant's  Retirement  Savings Plan (incorporated by reference
               to Registration Statement on Form S-8, File No. 33-48075).

10.85     -    Loan and  Security  Agreement by and between the  Registrant  and
               Foothill  Capital  Corporation  dated  as  of  October  29,  1993
               (incorporated  by  reference  to exhibit of same  designation  to
               Annual  Report on Form 10-K for the fiscal  year ended  March 27,
               1994).

10.93     -    Stock  Purchase  Agreement  dated as of November  22, 1994 by and
               among  Harry  S.  Patten  and  the   Purchasers   named   therein
               (incorporated  by  reference  to exhibit of same  designation  to
               Current Report on Form 8-K dated November 22, 1994).


                                       76
<PAGE>

10.98     -    Pooling and Servicing  Agreement dated as of June 15, 1995, among
               Patten Receivables Finance Corporation X, the Registrant,  Patten
               Corporation  REMIC Trust,  Series 1995-1 and First Trust National
               Association,  as Trustee (incorporated by reference to exhibit to
               Current Report on Form 8-K dated July 12, 1995).

10.99     -    Pooling and Servicing Agreement dated as of April 15, 1996, among
               Bluegreen  Receivables  Finance  Corporation  I, the  Registrant,
               Bluegreen  Corporation REMIC Trust, Series 1996-1 and First Trust
               National  Association,  as Trustee  (incorporated by reference to
               exhibit to Current Report on Form 8-K dated May 15, 1996).

10.100    -    Pooling and  Servicing  Agreement  dated as of November 15, 1996,
               among   Bluegreen   Receivables   Finance   Corporation  II,  the
               Registrant,  Bluegreen Corporation REMIC Trust, Series 1996-2 and
               First Trust National  Association,  as Trustee  (incorporated  by
               reference to exhibit to Current Report on Form 8-K dated December
               11, 1996).

10.102    -    Amended and Restated Sale and Contribution  Agreement dated as of
               October 1, 1999 by and among  Bluegreen  Corporation  Receivables
               Finance   Corporation   III  and  BRFC   III   Deed   Corporation
               (incorporated  by reference to exhibit 10.103 to Quarterly Report
               on Form 10-Q dated January 2, 2000).

10.104    -    Amended and Restated Asset Purchase Agreement dated as of October
               1, 1999 by and among Bluegreen Corporation, Bluegreen Receivables
               Finance  Corporation  III,  BRFC  III  Deed  Corporation,  Heller
               Financial  Inc.,  Vacation  Trust,  Inc. and U.S.  Bank  National
               Association,  as cash administrator,  including Definitions Annex
               (incorporated  by  reference  to exhibit of same  designation  to
               Quarterly Report on Form 10-Q dated January 2, 2000).

10.105    -    Sale and  Contribution  Agreement  dated as of September 1, 2000,
               among  the   Registrant   and   Bluegreen   Receivables   Finance
               Corporation  IV  (incorporated  by  reference  to exhibit of same
               designation  to  Quarterly  Report on Form 10-Q dated  October 1,
               2000).

10.106    -    Sale and Servicing Agreement dated as of September 1, 2000, among
               the  Registrant,  BXG  Receivables  Owner Trust  2000,  Bluegreen
               Receivables    Finance    Corporation   IV,   Concord   Servicing
               Corporation,  Vacation  Trust,  Inc.,  U.S.  Bank Trust  National
               Association,   Heller  Financial,  Inc.  and  Barclays  Bank  PLC
               (incorporated  by  reference  to exhibit of same  designation  to
               Quarterly Report on Form 10-Q dated October 1, 2000).

10.107    -    Indenture dated as of September 1, 2000,  between BXG Receivables
               Owner  Trust  2000  and  U.S.  Bank  Trust  National  Association
               (incorporated  by  reference  to exhibit of same  designation  to
               Quarterly Report on Form 10-Q dated October 1, 2000).

10.108    -    BXG Receivables  Owner Trust 2000  Definitions  Annex dated as of
               September 1, 2000  (incorporated  by reference to exhibit of same
               designation  to  Quarterly  Report on Form 10-Q dated  October 1,
               2000).

10.109    -    Class A Note dated as of October 16, 2000,  among BXG Receivables
               Owner  Trust  2000,  U.S.  Bank Trust  National  Association  and
               Barclays Bank PLC  (incorporated  by reference to exhibit of same
               designation  to  Quarterly  Report on Form 10-Q dated  October 1,
               2000).

10.110    -    Class B Note dated as of October 16, 2000,  among BXG Receivables
               Owner Trust 2000, U.S. Bank Trust National Association and Heller
               Financial,  Inc.  (incorporated  by  reference to exhibit of same
               designation  to  Quarterly  Report on Form 10-Q dated  October 1,
               2000).

10.123    -    Exchange and  Registration  Rights Agreement dated April 1, 1998,
               by and  among  the  Registrant  and the  persons  named  therein,
               relating   to  the  10  1/2%  Senior   Secured   Notes  due  2008
               (incorporated  by  reference  to exhibit of same  designation  to
               Registration Statement on Form S-4, File No. 333-50717).


                                       77
<PAGE>

10.124    -    Employment  Agreement  between  George F. Donovan and the Company
               dated March,  1998  (incorporated by reference to exhibit of same
               designation  to  Registration  Statement  on Form  S-4,  File No.
               333-50717).

10.125    -    Employment Agreement between John F. Chiste and the Company dated
               March,  1998  (incorporated  by  reference  to  exhibit  of  same
               designation  to  Registration  Statement  on Form  S-4,  File No.
               333-50717).

10.126    -    Employment  Agreement  between  Daniel C. Koscher and the Company
               dated March, 1998 (incorporated by reference to exhibit 10.127 to
               Registration Statement on Form S-4, File No. 333-50717).

10.127    -    Employment  Agreement  between Patrick E. Rondeau and the Company
               dated March, 1998 (incorporated by reference to exhibit 10.128 to
               Registration Statement on Form S-4, File No. 333-50717).

10.128    -    Employment Agreement between David D. Philp and the Company dated
               August 30, 1999  (incorporated  by reference to exhibit 10.129 to
               Quarterly Report on Form 10-Q dated October 3, 1999).

10.129    -    Amended and Restated Credit Facility Agreement entered into as of
               April  16,  1998  between  Finova  Capital  Corporation  and  the
               Registrant   (incorporated   by  reference  to  exhibit  of  same
               designation  to  Registration  Statement  on Form  S-4,  File No.
               333-50717).

10.130    -    Second Amended and Restated  Credit  Facility  Agreement  entered
               into as of September 14, 1999, between Finova Capital Corporation
               and the Registrant  (incorporated by reference to exhibit of same
               designation  to  Quarterly  Report on Form 10-Q dated  October 3,
               1999).

10.131    -    Amended and  Restated  Loan and  Security  Agreement  dated as of
               September 23, 1997 between Foothill  Capital  Corporation and the
               Registrant  (incorporated  by  reference  to  exhibit  10.130  to
               Registration Statement on Form S-4, File No. 333-50717).

10.132    -    Amendment  Number  One  to  Loan  and  Security  Agreement  dated
               December  1, 2000,  by and between the  Registrant  and  Foothill
               Capital Corporation  (incorporated by reference to exhibit 10.140
               to Quarterly Report on Form 10-Q dated December 31, 2000).

10.133    -    Loan and  Security  Agreement  dated  October  20,  1998,  by the
               Registrant  and Bluegreen  Resorts,  Inc. as Borrowers and Heller
               Financial,  Inc. as Lender  (incorporated by reference to exhibit
               of same  designation  to  Quarterly  Report  on Form  10-Q  dated
               December 27, 1998).

10.134    -    Amended and Restated Loan and Security Agreement dated as of June
               30, 1999, among the Registrant,  Bluegreen  Vacations  Unlimited,
               Inc. and Heller  Financial,  Inc.  (incorporated  by reference to
               exhibit  10.138 to  Quarterly  Report on Form 10-Q  dated July 2,
               2000).

10.135    -    Amended and Restated Loan and Security Agreement dated as of June
               29, 2000, among the Registrant,  Bluegreen  Vacations  Unlimited,
               Inc. and Heller  Financial,  Inc.  (incorporated  by reference to
               exhibit  10.139 to  Quarterly  Report on Form 10-Q  dated July 2,
               2000).

10.136    -    Third  Amendment  to  Amended  and  Restated  Loan  and  Security
               Agreement  dated as of October 16,  2000,  among the  Registrant,
               Bluegreen Vacations Unlimited, Inc.(TM)and Heller Financial, Inc.
               (incorporated  by reference to exhibit 10.140 to Quarterly Report
               on Form 10-Q dated October 1, 2000).


                                       78
<PAGE>

10.137    -    Master  Bluegreen Resort Loan Facility dated October 20, 1998, by
               and   between  the   Registrant   and  Heller   Financial,   Inc.
               (incorporated  by reference to exhibit 10.134 to Quarterly Report
               on Form 10-Q dated December 27, 1998).

10.138    -    Acquisition  Cost   Reimbursement  Loan  Agreement  dated  as  of
               September 14, 1999, by and between Bluegreen Vacations Unlimited,
               Inc. and Heller  Financial,  Inc.  (incorporated  by reference to
               exhibit 10.135 to Quarterly  Report on Form 10-Q dated October 3,
               1999).

10.139    -    Acquisition and Construction  Cost  Reimbursement  Loan Agreement
               dated as of December 1, 1999, by and between Bluegreen  Vacations
               Unlimited,  Inc.  and Heller  Financial,  Inc.  (incorporated  by
               reference  to  exhibit  10.136 to  Quarterly  Report on Form 10-Q
               dated January 2, 2000).

10.140    -    Letter  dated  December 1, 1999,  amending  the Master  Bluegreen
               Resort Facility,  dated as of October 20, 1998, between Bluegreen
               Corporation and Heller Financial, Inc. (incorporated by reference
               to exhibit 10.137 to Quarterly  Report on Form 10-Q dated January
               2, 2000).

10.141    -    Loan Agreement dated as of September 24, 1999,  between Bluegreen
               Properties of Virginia, Inc. and Branch Banking and Trust Company
               (incorporated  by reference to exhibit 10.140 to Quarterly Report
               on Form 10-Q dated October 3, 1999).

10.145    -    Purchase  Agreement  dated as of  August  14,  1998 by and  among
               Bluegreen Corporation,  Morgan Stanley Real Estate Investors III,
               L.P.,  Morgan Stanley Real Estate Fund III, L.P., MSP Real Estate
               Fund,  L.P. and MSREF III Special  Fund,  L.P.  (incorporated  by
               reference to exhibit  10.131 to Current  Report on Form 8-K dated
               August 14, 1998).

10.146    -    Registration Rights Agreement, dated as of August 14, 1998, among
               Morgan Stanley Real Estate  Investors  III, L.P.,  Morgan Stanley
               Real Estate Fund III,  L.P.,  MSP Real Estate Fund, L.P and MSREF
               III Special Fund, L.P. and Bluegreen Corporation (incorporated by
               reference to exhibit  10.132 to Current  Report on Form 8-K dated
               August 14, 1998).

10.147    -    Voting and  Cooperation  Agreement,  dated as of August 14, 1998,
               among Morgan  Stanley Real Estate  Investors  III,  L.P.,  Morgan
               Stanley Real Estate Fund III, L.P.,  MSP Real Estate Fund,  L.P.,
               MSREF  III  Special  Fund,  L.P.  and  certain   shareholders  of
               Bluegreen  Corporation  (incorporated  by  reference  to  exhibit
               10.133 to Current Report on Form 8-K dated August 14, 1998).

10.153    -    Modification  No. 3 to the Loan Agreement and Renewal  Promissory
               Note dated December 31, 2000 by and among the Registrant, certain
               subsidiaries of the Registrant and First Union National Bank, for
               the $10 million,  unsecured revolving line-of-credit due December
               31,  2001   (incorporated   by   reference  to  exhibit  of  same
               designation  to Quarterly  Report on Form 10-Q dated December 31,
               2000).

10.200    -    Marketing and Promotions  Agreement dated as of June 16, 2000, by
               and between Big Cedar L.L.C., Bass Pro, Inc., Bluegreen Vacations
               Unlimited,   Inc.  and   Bluegreen/Big   Cedar  Vacations,   LLC.
               (incorporated  by  reference  to exhibit of same  designation  to
               Quarterly Report on Form 10-Q dated July 2, 2000).

10.201    -    Advertising Advance Loan dated as of June 16, 2000 by and between
               Big Cedar L.L.C.,  as Maker, and Bluegreen  Vacations  Unlimited,
               Inc.,  as Holder  (incorporated  by  reference to exhibit of same
               designation to Quarterly Report on Form 10-Q dated July 2, 2000).


                                       79
<PAGE>

10.202    -    Website  Hyperlink License Agreement dated as of June 16, 2000 by
               and between Bluegreen Vacations  Unlimited,  Inc. (as User), Bass
               Pro,  Inc.  and Bass Pro  Outdoors  Online,  L.L.C.  (as  Owners)
               (incorporated  by  reference  to exhibit of same  designation  to
               Quarterly Report on Form 10-Q dated July 2, 2000).

10.203    -    Website  Hyperlink License Agreement dated as of June 16, 2000 by
               and between Bluegreen Vacations Unlimited,  Inc. (as Owner), Bass
               Pro,  Inc.  and Bass  Pro  Outdoors  Online,  L.L.C.  (as  Users)
               (incorporated  by  reference  to exhibit of same  designation  to
               Quarterly Report on Form 10-Q dated July 2, 2000).

10.204    -    Contribution  Agreement  dated as of June 16, 2000 by and between
               Bluegreen  Vacations   Unlimited,   Inc.  and  Big  Cedar  L.L.C.
               (incorporated  by  reference  to exhibit of same  designation  to
               Quarterly Report on Form 10-Q dated July 2, 2000).

10.205    -    Operating Agreement of Bluegreen/Big  Cedar Vacations,  LLC dated
               as of June 16, 2000 by and among Bluegreen  Vacations  Unlimited,
               Inc. and Big Cedar L.L.C.  (incorporated  by reference to exhibit
               of same  designation to Quarterly  Report on Form 10-Q dated July
               2, 2000).

10.206    -    Administrative  Services  Agreement  dated as of June 16, 2000 by
               and  among  Bluegreen/Big  Cedar  Vacations,  LLC  and  Bluegreen
               Vacations Unlimited,  Inc.  (incorporated by reference to exhibit
               of same  designation to Quarterly  Report on Form 10-Q dated July
               2, 2000).

10.207    -    Servicing  Agreement  dated as of June 16,  2000 by and among the
               Registrant,  Bluegreen/Big  Cedar  Vacations,  LLC and Big  Cedar
               L.L.C.  (incorporated by reference to exhibit of same designation
               to Quarterly Report on Form 10-Q dated July 2, 2000).

21.1      -    List of Subsidiaries.

23.1      -    Consent of Ernst & Young LLP.


                                       80

</TEXT>
</DOCUMENT>
