Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.22.1
Debt
3 Months Ended
Mar. 31, 2022
Debt [Abstract]  
Debt 7. Debt

Lines-of-Credit and Notes Payable

Financial data related to our lines of credit and notes payable (other than receivable-backed notes payable, which are discussed below) as of March 31, 2022 and December 31, 2021, were as follows (dollars in thousands):

As of

March 31, 2022

December 31, 2021

Balance

Interest
Rate

Carrying
Amount of
Pledged
Assets

Balance

Interest
Rate

Carrying
Amount of
Pledged
Assets

Fifth Third Syndicated LOC

$

40,000

2.11%

$

57,383

$

10,000

2.25%

$

21,243

Fifth Third Syndicated Term Loan

100,000

1.99%

143,457

88,125

2.25%

187,207

Unamortized debt issuance costs

(2,213)

—  

(1,000)

Total

$

137,787

$

200,840

$

97,125

$

208,450

Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan. Bluegreen has a corporate credit facility which at December 31, 2021 included a $100.0 million term loan (the “Fifth Third Syndicated Loan”) with quarterly amortization requirements and a $125.0 million revolving line of credit (the “Fifth Third Syndicated Line-of-Credit”). In February 2022, Bluegreen amended and increased the facility to $300.0 million. The amended facility includes a $100.0 million term loan with quarterly amortization requirements and a $200.0 million revolving line of credit. Accordingly, the amendment and restatement increased the revolving line of credit by $75.0 million. Borrowings generally bear interest at a rate of term SOFR plus 1.75-2.50% and a 0.05%-0.10% credit spread adjustment, depending on Bluegreen’s leverage ratio (as compared to LIBOR plus 2.00%-2.50% with a 0.25% LIBOR floor under the terms of the facility prior to the amendment and restatement). The amendment also extended the maturity date from October 2024 to February 2027. Fifth Third Bank acts as administrative agent, lead arranger, and participating lender. In addition, certain other banks participate as lenders. Borrowings are collateralized by certain VOI inventory, sales center buildings, management fees, short-term receivables and cash flows from residual interests relating to certain term securitizations.


Receivable-Backed Notes Payable

Financial data related to our receivable-backed notes payable facilities as of March 31, 2022 and December 31, 2021 were as follows (dollars in thousands):

As of

March 31, 2022

December 31, 2021

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

$

5,000

3.00%

$

7,582

$

5,000

3.00%

$

7,198

NBA Receivables Facility

10,000

3.00%

16,336

10,000

3.00%

15,396

Pacific Western Facility

7,500

3.21%

11,886

7,500

3.00%

11,265

Total

22,500

35,804

22,500

33,859

Receivable-backed notes
  payable - non-recourse:

Liberty Bank Facility (1)

$

15,233

3.00%

$

23,098

$

17,965

3.00%

$

25,864

NBA Receivables Facility (2)

14,891

3.00%

24,327

18,910

3.00%

29,114

Pacific Western Facility (3)

13,967

3.21%

22,135

16,906

25,394

KeyBank/DZ Purchase Facility

55,067

2.53%

68,665

42,994

53,623

Quorum Purchase Facility

17,866

4.95 - 5.10%

20,765

19,425

4.95-5.10%

22,690

2013 Term Securitization

4,903

3.20%

5,820

6,023

3.20%

6,965

2015 Term Securitization

12,588

3.02%

13,370

14,163

3.02%

15,009

2016 Term Securitization

22,331

3.35%

24,528

24,727

3.35%

27,166

2017 Term Securitization

34,429

3.12%

38,814

37,430

3.12%

42,452

2018 Term Securitization

50,386

4.02%

56,926

53,919

4.02%

61,269

2020 Term Securitization

85,274

2.60%

97,404

91,922

2.60%

105,023

Unamortized debt issuance costs

(3,892)

---

(4,230)

---

Total

323,043

395,852

340,154

414,569

Total receivable-backed debt

$

345,543

$

431,656

$

362,654

$

448,428

(1)Recourse on the Liberty Bank Facility is generally limited to $5.0 million, subject to certain exceptions. See the 2021 Company’s Annual Report on form 10-K for additional information.

(2)Recourse on the NBA Receivables Facility is generally limited to $10.0 million subject to certain exceptions.

(3)Recourse on the Pacific Western Facility is generally limited to $7.5 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, 2022. See Note 10 to the Company’s Consolidated Financial Statements included in its 2021 Annual Report on Form 10-K for additional information regarding the receivable-backed notes payable facilities listed above.

Junior Subordinated Debentures

Financial data relating to the Company’s junior subordinated debentures as of March 31, 2022 and December 31, 2021 was as follows (dollars in thousands):

March 31, 2022

December 31, 2021



Effective

Effective



Carrying

Interest

Carrying

Interest

Maturity



Amounts

Rates (1)

Amounts

Rates (1)

Years (2)

Woodbridge - Levitt Capital Trusts I - IV

$

66,302

4.10 - 4.85%

$

66,302

3.93 - 4.07%

2035 - 2036

Bluegreen Statutory Trusts I - VI

104,595

5.10 - 5.90%

104,595

4.93 - 5.12%

2035 - 2037

Unamortized debt issuance costs

(968)

(985)

Unamortized purchase discount

(34,732)

(34,972)

Total junior subordinated debentures

$

135,197

$

134,940

(1)The Company’s junior subordinated debentures bear interest at three-month LIBOR (subject to quarterly adjustment) plus a spread ranging from 4.10% to 5.90%.

(2)As of March 31, 2022 and December 31, 2021, all of the junior subordinated debentures were eligible for redemption by the Company.

Availability

As of March 31, 2022, the Company was in compliance with all financial debt covenants under its debt instruments. As of March 31, 2022, the Company had availability of approximately $310.2 million under our receivable-backed purchase and credit facilities, inventory lines of credit and corporate credit facility, subject to eligible collateral and the terms of the facilities, as applicable.

Note Payable to BBX Capital

On September 30, 2020, the Company spun-off its subsidiary, BBX Capital, Inc. (“BBX Capital”). As a result of the spin-off, BBX Capital became a separate publicly traded company. In connection with the spin-off, 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. See Note 13 Related Party Transactions for further information.