Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.21.1
Debt
3 Months Ended
Mar. 31, 2021
Debt [Abstract]  
Debt 7. Debt

Lines-of-Credit and Notes Payable

Bluegreen has outstanding borrowings with various financial institutions and other lenders. Financial data related to Bluegreen’s lines of credit and notes payable (other than receivable-backed notes payable, which are discussed below) as of March 31, 2021 and December 31, 2020, were as follows (dollars in thousands):

As of

March 31, 2021

December 31, 2020

Balance

Interest
Rate

Carrying
Amount of
Pledged
Assets

Balance

Interest
Rate

Carrying
Amount of
Pledged
Assets

NBA Éilan Loan

—  

15,903

4.75%

28,491

Fifth Third Syndicated LOC

20,000

2.50%

37,488

30,000

2.25%

50,822

Fifth Third Syndicated Term

92,500

2.51%

173,383

93,750

2.25%

158,817

Unamortized debt issuance costs

(1,050)

—  

(1,267)

—  

Total

$

111,450

$

210,871

$

138,386

$

238,130

NBA Éilan Loan. In March 2021, Bluegreen repaid in full the outstanding balance at that time of $15.6 million on the NBA Éilan Loan. Accordingly, the related unamortized debt issuance costs of $0.2 million were written off during the first quarter of 2021.

Except as described above, there were no new debt issuances or significant changes related to the above listed lines-of-credit or notes payable during the three ended months March 31, 2021. See Note 10 to the Company’s Consolidated Financial Statements included in its 2020 Annual Report on Form 10-K for additional information regarding these lines-of-credit and notes payable.


Receivable-Backed Notes Payable

Financial data related to Bluegreen’s receivable-backed notes payable facilities as of March 31, 2021 and December 31, 2020 was as follows (dollars in thousands):

As of

March 31, 2021

December 31, 2020

Debt
Balance

Interest
Rate

Principal
Balance of
Pledged/
Secured
Receivables

Debt
Balance

Interest
Rate

Principal
Balance of
Pledged/
Secured
Receivables

Receivable-backed notes
  payable - recourse:

Liberty Bank Facility

$

10,000

3.40%

$

13,799

$

10,000

3.40%

$

13,970

NBA Receivables Facility

15,975

3.00%

21,616

19,877

3.32%

26,220

Pacific Western Facility

10,000

3.04%

13,661

8,623

3.15%

13,131

Total

35,975

49,076

38,500

53,321

Receivable-backed notes
  payable - non-recourse:

Liberty Bank Facility (1)

$

4,341

3.40%

$

5,990

$

2,316

3.40%

$

3,235

NBA Receivables Facility (2)

24,752

3.00%

33,492

11,985

3.32%

15,809

Pacific Western Facility (3)

10,523

3.04%

14,375

KeyBank/DZ Purchase Facility

10,867

2.50%

13,101

Quorum Purchase Facility

27,130

4.75-5.10%

31,567

29,788

4.75-5.10%

34,651

2013 Term Securitization

10,294

3.20%

11,855

11,922

3.20%

13,483

2015 Term Securitization

20,340

3.02%

22,181

22,560

3.02%

24,475

2016 Term Securitization

32,684

3.35%

36,973

35,700

3.35%

40,221

2017 Term Securitization

47,750

3.12%

54,725

51,470

3.12%

58,907

2018 Term Securitization

66,947

4.02%

78,320

72,486

4.02%

84,454

2020 Term Securitization

114,744

2.60%

129,713

123,600

2.60%

139,052

Unamortized debt issuance costs

(5,439)

---

(5,994)

---

Total

364,933

432,292

355,833

414,287

Total receivable-backed debt

$

400,908

$

481,368

$

394,333

$

467,608

(1)Recourse on the Liberty Bank Facility is limited to $10.0 million, subject to certain exceptions.

(2)Recourse to Bluegreen/Big Cedar Vacations was reduced to $16.0 million as of March 31, 2021 and will be reduced by $1.3 million per month until it reaches a floor of $10.0 million.

(3)Recourse on the Pacific Western Facility is limited to $10.0 million, subject to certain exceptions.

There were no new debt issuances or significant changes related to the above listed facilities during the three months ended March 31, 2021. See Note 10 to the Company’s Consolidated Financial Statements included in its 2020 Annual Report on Form 10-K for additional information regarding the receivable-backed notes payable facilities.


Junior Subordinated Debentures

Financial data relating to the Company’s junior subordinated debentures as of March 31, 2021 and December 31, 2020 was as follows (dollars in thousands):

March 31, 2021

December 31, 2020



Effective

Effective



Carrying

Interest

Carrying

Interest

Maturity



Amounts

Rates (1)

Amounts

Rates (1)

Years (2)

Woodbridge - Levitt Capital Trusts I - IV

$

66,302

4.01 - 4.05%

$

66,302

4.01 - 4.04%

2035 - 2036

Bluegreen Statutory Trusts I - VI

104,777

5.01 - 5.10%

110,827

5.01 - 5.12%

2035 - 2037

Unamortized debt issuance costs

(1,039)

(1,057)

Unamortized purchase discount

(35,649)

(37,895)

Total junior subordinated debentures

$

134,391

$

138,177

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

(2)All of the junior subordinated debentures were eligible for redemption by Woodbridge Holding Corporation (“Woodbridge”) and Bluegreen, as applicable, as of March 31, 2021 and December 31, 2020. Woodbridge is a wholly owned subsidiary of BVH through which it holds its investments in Bluegreen.

During February 2021, Bluegreen purchased approximately $4.0 million of BST II trust preferred securities (par value of $6.1 million) for approximately $4.0 million and delivered such securities to the trust in exchange for the cancellation of par value of $6.1 million of Bluegreen’s junior subordinated debentures held by BST II.

Availability

As of March 31, 2021, BVH and its subsidiaries were in compliance with all financial debt covenants under its debt instruments. As of March 31, 2021, Bluegreen had availability of approximately $271.4 million under its receivable-backed purchase and credit facilities, inventory lines of credit and corporate credit line, subject to eligible collateral and the terms of the facilities, as applicable.

Note Payable to BBX Capital

In connection with its spin-off of BBX Capital in September 2020, BVH issued a $75.0 million note payable to BBX Capital that accrues interest at a rate of 6% per annum and requires payments of interest on a quarterly basis. Under the terms of the note, BVH has the option in its discretion to defer interest payments under the note, with interest on the outstanding balance thereafter to accrue at a compounded rate of 8% per annum until such time as BVH is current on all accrued payments under the note, including deferred interest. All outstanding amounts will become due and payable in five years or earlier upon certain other events. As of March 31, 2021, and December 31, 2020, $1.1 million was included in other liabilities as accrued interest payable in the Company’s unaudited consolidated balance sheet in connection with this note payable.