Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.21.2
Debt
6 Months Ended
Jun. 30, 2021
Debt [Abstract]  
Debt 7. Debt Lines-of-Credit and Notes Payable The Company has outstanding borrowings with various financial institutions and other lenders. Financial data related to our lines of credit and notes payable (other than receivable-backed notes payable, which are discussed below) as of June 30, 2021 and December 31, 2020, were as follows (dollars in thousands): As of June 30, 2021 December 31, 2020 Balance Interest‎Rate Carrying‎Amount of‎Pledged‎Assets Balance Interest‎Rate Carrying‎Amount of‎Pledged‎Assets NBA Éilan Loan $ — —   $ — $ 15,903 4.75% $ 28,491Fifth Third Syndicated LOC 20,000 2.25% 38,616 30,000 2.25% 50,822Fifth Third Syndicated Term 91,250 2.25% 176,184 93,750 2.25% 158,817Unamortized debt issuance costs (1,036) —   — (1,267) —   — Total $ 110,214 $ 214,800 $ 138,386 $ 238,130 NBA Éilan Loan. The then-outstanding balance of $15.6 million on the NBA Éilan Loan was repaid in full in March 2021. Accordingly, the related unamortized debt issuance costs of $0.2 million were written off during the six months ended June 30, 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 six months ended June 30, 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 our receivable-backed notes payable facilities as of June 30, 2021 and December 31, 2020 was as follows (dollars in thousands): As of June 30, 2021 December 31, 2020 Debt‎Balance Interest‎Rate Principal‎Balance of‎Pledged/‎Secured‎Receivables Debt‎Balance Interest‎Rate Principal‎Balance of‎Pledged/‎Secured‎Receivables Receivable-backed notes‎   payable - recourse: Liberty Bank Facility $ 10,000 3.40% $ 14,237 $ 10,000 3.40% $ 13,970NBA Receivables Facility 12,076 3.00% 16,978 19,877 3.32% 26,220Pacific Western Facility 10,000 3.06% 14,354 8,623 3.15% 13,131 Total 32,076 45,569 38,500 53,321 Receivable-backed notes‎   payable - non-recourse: Liberty Bank Facility (1) $ 2,591 3.40% $ 3,689 $ 2,316 3.40% $ 3,235NBA Receivables Facility (2) 23,738 3.00% 33,375 11,985 3.32% 15,809Pacific Western Facility (3) 8,268 3.06% 11,868 — — —KeyBank/DZ Purchase Facility 33,555 2.50% 40,760 — — —Quorum Purchase Facility 24,791 4.75-5.10% 28,796 29,788 4.75-5.10% 34,6512013 Term Securitization 8,729 3.20% 9,848 11,922 3.20% 13,4832015 Term Securitization 18,281 3.02% 19,341 22,560 3.02% 24,4752016 Term Securitization 29,749 3.35% 33,163 35,700 3.35% 40,2212017 Term Securitization 43,792 3.12% 50,094 51,470 3.12% 58,9072018 Term Securitization 62,433 4.02% 71,443 72,486 4.02% 84,4542020 Term Securitization 106,233 2.60% 121,583 123,600 2.60% 139,052Unamortized debt issuance costs (4,998) --- — (5,994) --- — Total 357,162 423,960 355,833 414,287Total receivable-backed debt $ 389,238 $ 469,529 $ 394,333 $ 467,608 (1)Recourse on the Liberty Bank Facility is limited to $10.0 million, subject to certain exceptions. (2)Recourse on the NBA Receivables Facility was reduced to $12.1 million as of June 30, 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 was limited to $10.0 million as of June 30, 2021, subject to certain exceptions. This amount was subsequently decreased to $7.5 million, subject to certain exceptions, as discussed below. Liberty Bank Facility. Since 2008, Bluegreen has maintained a revolving VOI notes receivable hypothecation facility (the “Liberty Bank Facility”) with Liberty Bank which provides for advances on eligible receivables pledged under the Liberty Bank Facility, subject to specified terms and conditions, during the revolving credit period. In June 2021, Bluegreen amended the Liberty Bank Facility to extend the revolving credit period from June 2021 to September 2021. On August 3, 2021, the facility was amended to further extend the revolving credit period to June 2024 and extend the maturity date from June 2024 to June 2026. As described in further detail below, the amendment, among other things, also increased the advance rates and decreased the interest rate on future borrowings. The advance rate with respect to Qualified Timeshare Loans is 85% (an increase from the 80% advance rate in place prior to the August amendment) of the unpaid principal balance of the Qualified Timeshare Loans. The advance rate is 70% (an increase from the 60% advance rate in place prior to the August amendment) of the unpaid principal balance of Non-Conforming Qualified Timeshare Loans. Maximum permitted outstanding borrowings are $40.0 million, subject to the terms of the facility. The interest rate on outstanding borrowings prior to the August amendment is the Prime Rate minus 0.10% with a floor of 3.40%; provided, however, that pursuant to the August amendment, the interest rate on those borrowings will be the Prime Rate minus 0.50% with a floor of 3.00% if Bluegreen borrows an additional $15.0 million by December 31, 2021. The interest rate on future borrowings will be the Prime Rate minus 0.50% with a floor of 3.00%. Recourse to Bluegreen under the amended facility is limited to $5.0 million (a decrease from $10.0 million prior to the August amendment), with certain exceptions set forth in the facility. Subject to the terms of the facility, principal and interest due under the Liberty Bank Facility are paid as cash is collected on the pledged receivables, with the remaining balance being due by maturity. Pacific Western Facility. Bluegreen has a revolving VOI notes receivable hypothecation facility (the “Pacific Western Facility”) with Pacific Western Bank, which provides for advances on eligible VOI notes receivable pledged under the facility, subject to specified terms and conditions, during a revolving credit period. In July 2021, Bluegreen amended and restated the facility, which increased the maximum outstanding borrowings from $40.0 million to $50.0 million, subject to eligible collateral and customary terms and conditions; extended the revolving advance period from September 2021 to September 2024; extended the maturity from September 2024 to September 2027; and amended certain other terms of the facility, including a future decrease in the interest rate on borrowings as described below. Eligible “A” VOI notes receivable that meet certain eligibility and FICO score requirements, which Bluegreen believes are typically consistent with loans originated under its current credit underwriting standards, are subject to an 85% advance rate. The Pacific Western Facility also allows for certain eligible “B” VOI notes receivable (which have less stringent FICO score requirements) to be funded at a 65% (53% advance rate prior to the amendment). Until September 21, 2021, borrowings under the Pacific Western Bank Facility will continue to bear interest at the prevailing rate under the facility, which is the 30-day Libor rate plus 2.75%, subject to a 3.00% floor.  Pursuant to the amendment to the Pacific Western Bank Facility, effective September 21, 2021, all borrowings outstanding under the facility will bear interest at an annual rate equal to the 30-day Libor rate plus 2.50%, subject to a 2.75% floor. Principal and interest under the Pacific Western Bank Facility are paid as cash is collected on the pledged receivables, with the remaining balance being due upon maturity. In addition, subject to certain exceptions, the amendment reduced Bluegreen’s recourse liability from $10.0 million to $7.5 million. Principal and interest due under the Pacific Western Bank Facility are paid as cash is collected on the pledged receivables, with the remaining balance being due by maturity in September 2027. Other than as described above, there were no new debt issuances or changes related to the above listed facilities during the six months ended June 30, 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 June 30, 2021 and December 31, 2020 was as follows (dollars in thousands): June 30, 2021 December 31, 2020 Effective Effective Carrying Interest Carrying Interest MaturityAmounts Rates (1) Amounts Rates (1) Years (2)Woodbridge - Levitt Capital Trusts I - IV $ 66,302 3.99 - 4.05% $66,302 4.01 - 4.04% 2035 - 2036Bluegreen Statutory Trusts I - VI 104,596 4.99 - 5.10% 110,827 5.01 - 5.12% 2035 - 2037Unamortized debt issuance costs (1,022) (1,057) Unamortized purchase discount (35,428) (37,895) Total junior subordinated debentures$ 134,448 $ 138,177 (1)The junior subordinated debentures bear interest at three-month LIBOR (subject to quarterly adjustment) plus a spread ranging from 3.80% to 4.90%.(2)As of June 30, 2021 and December 31, 2020, all of the junior subordinated debentures were eligible for redemption by two wholly owned subsidiaries of the Company. 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 June 30, 2021, the Company was in compliance with all financial debt covenants under its debt instruments. As of June 30, 2021, we had availability of approximately $270.0 million under our 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, the Company 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, we have the option in our 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 the Company 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 events. As of June 30, 2021 and December 31, 2020, $1.1 million was included in other liabilities in the Company’s unaudited consolidated balance sheet as accrued interest payable in connection with this note payable.