Bluegreen Vacations Holding Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Debt

Debt

3 Months Ended

Mar. 31, 2019

Debt [Abstract]

Debt

8. Debt

Notes Payable and Other Borrowings

The table below sets forth information regarding the Company’s notes payable and other borrowings (dollars in thousands):



		March 31, 2019					December 31, 2018
					Carrying					Carrying
					Amount of					Amount of
		Debt	Interest		Pledged		Debt	Interest		Pledged
		Balance	Rate		Assets		Balance	Rate		Assets
Bluegreen:
2013 Notes Payable	$	22,500	5.50%	$	22,963	$	28,125	5.50%	$	22,878
Fifth Third Bank Note		3,772	5.49%		7,847		3,834	5.34%		7,892
NBA Éilan Loan		23,591	5.74%		35,267		25,603	5.60%		35,615
Fifth Third Syndicated
Line of Credit		55,000	5.24%		94,774		55,000	5.27%		92,415
Fifth Third Syndicated
Term Loan		22,031	5.25%		29,811		22,500	5.37%		27,724
Unamortized debt
issuance costs		(1,458)					(1,671)
Total Bluegreen	$	125,436				$	133,391

Other:
Community Development
District Obligations	$	29,432	4.25-6.00%	$	39,727	$	24,583	4.25-6.00%	$	35,155
TD Bank Term Loan and
Line of Credit		8,059	5.54%		(1)		8,117	5.47%		(1)
Iberia $50.0 million
Revolving Line of Credit		-	-		(2)		30,000	5.35%		(2)
Banc of America Leasing
& Capital Equipment Note		506	4.75%		(3)		555	4.75%		(3)
Banc of America Revolving
Line of Credit		1,600	4.00%		(1)		-	-		-
Unsecured Note		3,400	6.00%		(4)		3,400	6.00%		(4)
Other		1,497	5.25%		1,930		1,507	5.25%		1,968
Unamortized debt
issuance costs		(889)					(666)
Total other	$	43,605				$	67,496

Total notes payable and
other borrowings	$	169,041				$	200,887

(1)

The collateral is a blanket lien on the respective company’s assets.

(2)

The collateral is membership interests in Woodbridge having a value of not less than $100.0 million.

(3)

The collateral is a security interest in the equipment financed by the underlying note. Additionally, IT’SUGAR is guarantor on the note.

(4)

BBX Capital is guarantor on the note.

See Note 13 to the Company’s consolidated financial statements included in the 2018 Annual Report for additional information regarding the above listed notes payable and other borrowings.

There were no new debt issuances or significant changes related to the above listed notes payable except for the February 2019 issuance of $8.1 million of community development bonds by the Meadow View at Twin Creeks CDD in order to fund the infrastructure improvements for Phase II of the Company’s Beacon Lake Community development and repay a portion of the bonds previously issued in 2016 in connection with Phase I of the development. The bonds issued in February 2019 have fixed interest rates ranging from 5.20% to 5.80% and mature at various times during the years 2030 through 2049. The Company at its option has the ability to repay a specified portion of the bonds at the time that it sells developed lots in the Beacon Lakes Community.

Receivable-Backed Notes Payable

The table below sets forth information regarding Bluegreen’s receivable-backed notes payable facilities (dollars in thousands):



		March 31, 2019					December 31, 2018
					Principal					Principal
					Balance of					Balance of
					Pledged/					Pledged/
		Debt	Interest		Secured		Debt	Interest		Secured
		Balance	Rate		Receivables		Balance	Rate		Receivables
Receivable-backed notes
payable - recourse:
Liberty Bank Facility	$	19,766	5.50%	$	24,730	$	17,654	5.25%	$	22,062
NBA Receivables Facility		43,255	5.25%		53,130		48,414	5.27%		57,805
Pacific Western Facility		11,723	5.50%		15,185		10,606	5.52%		13,730
Total	$	74,744		$	93,045	$	76,674		$	93,597

Receivable-backed notes
payable - non-recourse:
KeyBank/DZ Purchase Facility		7,297	5.23%		8,754		-	-		-
Quorum Purchase Facility		36,824	4.75-5.50%		41,867		40,074	4.75-5.50%		45,283
2012 Term Securitization		13,059	2.94%		15,237		15,212	2.94%		16,866
2013 Term Securitization		24,633	3.20%		27,411		27,573	3.20%		29,351
2015 Term Securitization		40,262	3.02%		44,697		44,230	3.02%		47,690
2016 Term Securitization		60,460	3.35%		69,442		63,982	3.35%		72,590
2017 Term Securitization		78,718	3.12%		91,712		83,513	3.12%		95,877
2018 Term Securitization		108,259	4.02%		122,187		114,480	4.02%		125,916
Unamortized debt issuance costs		(6,329)			-		(6,807)			-
Total	$	363,183		$	421,307	$	382,257		$	433,573
Total receivable-backed debt	$	437,927		$	514,352	$	458,931		$	527,170

There were no new debt issuances or significant changes related to the above listed facilities during the three months ended March 31, 2019. See Note 13 to the Company’s consolidated financial statements included in the 2018 Annual Report for additional information regarding the above listed receivable-backed notes payable facilities.

Junior Subordinated Debentures

The table below sets forth information regarding the Company’s junior subordinated debentures (dollars in thousands):



		March 31, 2019			December 31, 2018
			Effective			Effective
		Carrying	Interest		Carrying	Interest
		Amounts	Rates (1)		Amounts	Rates (1)
Woodbridge - Levitt Capital Trusts I - IV	$	66,302	6.39 - 6.55%	$	66,302	6.20 - 6.65%
Bluegreen Statutory Trusts I - VI		110,827	7.44 - 7.60%		110,827	7.32 - 7.70%
Unamortized debt issuance costs		(1,183)			(1,200)
Unamortized purchase discount		(39,323)			(39,504)
Total junior subordinated debentures	$	136,623		$	136,425

(1)

The Company’s junior subordinated debentures bear interest at 3-month LIBOR (subject to quarterly adjustment) plus a spread ranging from 3.80% to 4.90%.

Woodbridge and Bluegreen have each formed statutory business trusts (collectively, the “Trusts”), each of which issued trust preferred securities and invested the proceeds thereof in junior subordinated debentures of Woodbridge and Bluegreen, respectively. The Trusts are VIEs in which Woodbridge and Bluegreen, as applicable, are not the primary beneficiaries. Accordingly, the Company and its subsidiaries do not consolidate the operations of these Trusts; instead, the beneficial interests in the Trusts are accounted for under the equity method of accounting. Included in other assets as of March 31, 2019 and December 31, 2018 was $0.4 million of equity in the Trusts. Interest on the junior subordinated debentures and distributions on the trust preferred securities are payable quarterly in arrears at the same interest rate.

All of the junior subordinated debentures were eligible for redemption by Woodbridge and Bluegreen, as applicable, as of March 31, 2019 and December 31, 2018.

See Note 13 to the Company’s consolidated financial statements included in the 2018 Annual Report for additional information regarding the Company’s junior subordinated debentures.

Debt Compliance and Amounts Available under Credit Facilities

As of March 31, 2019, BBX Capital and its subsidiaries were in compliance with all financial debt covenants under its debt instruments.

Amounts available under credit facilities for BBX Capital and its principal investments as of March 31, 2019 were as follows (in thousands):



BBX Capital	$	50,000
Bluegreen		191,100
Renin		6,600
IT'SUGAR		2,400
Total credit availability	$	250,100

The amounts available under the Company’s credit facilities are subject to eligible collateral and the terms of the facilities, as applicable.