9. 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, 2020						December 31, 2019
					Carrying						Carrying
					Amount of						Amount of
	Debt		Interest		Pledged		Debt		Interest		Pledged
	Balance		Rate		Assets		Balance		Rate		Assets
Bluegreen:
NBA Éilan Loan	$	17,659		4.77%	$	28,625	$	18,820		4.95%	$	31,259
Fifth Third Syndicated Line of Credit		110,000		3.32%		119,848		30,000		3.85%		49,062
Fifth Third Syndicated Term Loan		97,500		3.61%		106,229		98,750		3.71%		161,497
Unamortized debt issuance costs		(1,374)						(1,410)
Total Bluegreen	$	223,785					$	146,160
Other:
Community Development District Obligations	$	26,365		4.25-6.00%	$	46,576	$	29,287		4.25-6.00%	$	49,352
TD Bank Term Loan and Line of Credit		10,504		4.72%		(1)		6,826		5.00%		(1)
Iberia $50.0 million Revolving Line of Credit		—		—		(2)		—		—		(2)
Banc of America Leasing & Capital Equipment Note		303		4.75%		(3)		355		4.75%		(3)
Bank of America Revolving Line of Credit		4,000		2.48%		—		2,000		3.24%		—
Unsecured Note (4)		—		—		—		3,400		6.00%		—
Centennial Bank Note (4)		1,459		5.25%		1,879		1,469		5.25%		1,892
Other		—		—		—		58		15.00%		—
Unamortized debt issuance costs		(727)						(824)
Total other	$	41,904					$	42,571
Total notes payable and other borrowings	$	265,689					$	188,731

(1)

The collateral is a blanket lien on Renin’s assets.

(2)

The collateral is membership interests in Woodbridge Holdings Corporation, a wholly-owned subsidiary of the Company which holds the Company’s investment in Bluegreen’s common stock, 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 of the note.

(4)

BBX Capital is guarantor of the note.

See Note 13 to the Company’s consolidated financial statements included in the 2019 Annual Report for additional information regarding the above listed notes payable and other borrowings.

Except as described below, there were no new debt issuances or significant changes related to the above listed notes payable and other borrowings during the three months ended March 31, 2020.

Fifth Third Syndicated Line of Credit and Fifth Third Syndicated Term Loan. In March 2020, in an effort to ensure adequate liquidity for a prolonged period due to the effects of the COVID-19 pandemic, Bluegreen drew down $60.0 million under its lines of credit to increase its cash position. As of March 31, 2020, outstanding borrowings under the facility totaled $207.5 million, including $97.5 million under the Fifth Third Syndicated Term Loan with an interest rate of 3.61% and $110.0 million under the Fifth Third Syndicated Line of Credit with an interest rate of 3.32%.

Banc of America Leasing & Capital Equipment Note and Bank of America Revolving Line of Credit. In April 2020, a wholly-owned subsidiary of BBX Capital Real Estate purchased the Bank of America revolving line of credit and the Banc of America equipment note from the respective lenders for the outstanding principal balance of the loans plus accrued interest.

Receivable-Backed Notes Payable

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



	March 31, 2020						December 31, 2019
					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	$	23,184		4.75%	$	28,663	$	25,860		4.75%	$	31,681
NBA Receivables Facility		29,033		3.74%		35,584		32,405		4.55%		39,787
Pacific Western Facility		28,256		3.87%		34,965		30,304		4.68%		37,809
Total	$	80,473			$	99,212	$	88,569			$	109,277

Receivable-backed notes
payable - non-recourse:
KeyBank/DZ Purchase Facility		60,899		3.29%		75,346		31,708		3.99%		39,448
Quorum Purchase Facility		39,092		4.75-5.50%		45,280		44,525		4.75-5.50%		49,981
2012 Term Securitization		7,352		2.94%		8,237		8,638		2.94%		9,878
2013 Term Securitization		16,523		3.20%		17,896		18,219		3.20%		19,995
2015 Term Securitization		28,750		3.02%		30,809		31,188		3.02%		33,765
2016 Term Securitization		44,217		3.35%		49,286		48,529		3.35%		54,067
2017 Term Securitization		60,846		3.12%		69,703		65,333		3.12%		74,219
2018 Term Securitization		86,297		4.02%		98,550		91,231		4.02%		103,974
Unamortized debt issuance costs		(4,752)		—		—		(5,125)		—		—
Total	$	339,224			$	395,107	$	334,246			$	385,327
Total receivable-backed debt	$	419,697			$	494,319	$	422,815			$	494,604

See Note 13 to the Company’s consolidated financial statements included in the 2019 Annual Report for additional information regarding the above listed receivable-backed notes payable facilities.

Except as described below, there were no new debt issuances or significant changes related to the above listed facilities during the three months ended March 31, 2020.

Quorum Purchase Facility. Bluegreen/Big Cedar Vacations has a VOI notes receivable purchase facility (the “Quorum Purchase Facility”) with Quorum Federal Credit Union (“Quorum”), pursuant to which Quorum has agreed to purchase eligible VOI notes receivable in an amount of up to an aggregate $50.0 million purchase price, subject to certain conditions precedent and other terms of the facility. On March 17, 2020, the Quorum Purchase Facility was amended to extend the advance period to December 2020 from June 2020. The interest rate on each advance is set at the time of funding based on rates mutually agreed upon by all parties. The maturity of the Quorum Purchase Facility is December 2032. The Quorum Purchase Facility provides for an 85% advance rate on eligible receivables sold under the facility, however Quorum can modify this advance rate on future purchases subject to the terms and conditions of the Quorum Purchase Facility.

Junior Subordinated Debentures

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



	March 31, 2020				December 31, 2019
			Effective				Effective
	Carrying		Interest		Carrying		Interest
	Amounts		Rates (1)		Amounts		Rates (1)
Woodbridge - Levitt Capital Trusts I - IV	$	66,302		5.57 - 5.81%	$	66,302		5.74 - 5.95%
Bluegreen Statutory Trusts I - VI		110,827		6.22 - 6.62%		110,827		6.74 - 6.86%
Unamortized debt issuance costs		(1,111)				(1,129)
Unamortized purchase discount		(38,542)				(38,746)
Total junior subordinated debentures	$	137,476			$	137,254

(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%.

All of the junior subordinated debentures were eligible for redemption by Woodbridge and Bluegreen, as applicable, as of March 31, 2020 and December 31, 2019.

See Note 13 to the Company’s consolidated financial statements included in the 2019 Annual Report for additional information regarding the Company’s junior subordinated debentures.

Debt Compliance and Amounts Available under Credit Facilities

As of March 31, 2020, BBX Capital and its subsidiaries were in compliance with all financial debt covenants under their debt instruments, as amended.

Amounts available under credit facilities for BBX Capital and its subsidiaries as of March 31, 2020 were as follows (in thousands):



BBX Capital	$	22,383
Bluegreen		124,500
Renin		2,684
Total credit availability	$	149,567

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

The effects of the COVID-19 pandemic on the Company’s operations could impact its ability to remain in compliance with the financial covenants under its debt instruments and the extent of availability under its credit facilities in future periods. If the Company is unable to maintain compliance with its debt covenants or obtain waivers from its lenders if it is not in compliance with its covenants, the Company will no longer be able to access its revolving credit facilities or may have to repay all or a portion of its borrowings prior to their scheduled maturity dates or provide additional collateral for such borrowings, any of which would have a material adverse effect on the Company’s liquidity, financial position, and results of operations.