6. Debt

Lines-of-Credit and Notes Payable

We have 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 March 31, 2018 and December 31, 2017, was as follows (dollars in thousands):



	As of
	March 31, 2018					December 31, 2017
	Balance		Interest Rate	Carrying Amount of Pledged Assets		Balance		Interest Rate	Carrying Amount of Pledged Assets

2013 Notes Payable	$	45,000	5.50%	$	31,504	$	46,500	5.50%	$	29,403
Pacific Western Term Loan		2,706	7.03%		10,203		2,715	6.72%		9,884
Fifth Third Bank Note Payable		4,018	4.66%		8,026		4,080	4.36%		8,071
NBA Line of Credit		484	4.91%		18,993		5,089	4.75%		15,260
Fifth Third Syndicated LOC		10,000	4.54%		81,071		20,000	4.27%		75,662
Fifth Third Syndicated Term		23,438	4.75%		25,335		23,750	4.32%		23,960
Unamortized debt issuance costs		(1,882)	—		—		(1,940)	—		—
Total	$	83,764		$	175,132	$	100,194		$	162,240

See Note 8 to our Consolidated Financial Statements included in the 2017 Annual Report on Form 10-K for additional information regarding each of the above listed lines-of-credit and notes payable.

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, 2018. See Note 12 (Subsequent Events) for information regarding the acquisition loan we entered into in connection with our purchase of the Éilan Hotel & Spa during April 2018.

Receivable-Backed Notes Payable

Financial data related to our receivable-backed notes payable facilities was as follows (dollars in thousands):



	As of
	March 31, 2018					December 31, 2017
	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	$	22,375	5.00%	$	27,395	$	24,990	5.00%	$	30,472
NBA Receivables Facility		47,312	4.40%		59,647		44,414	4.10%		53,730
Pacific Western Facility		16,623	6.30%		21,199		15,293	6.00%		19,516
Total		86,310			108,241		84,697			103,718

Receivable-backed notes payable - non-recourse:
KeyBank/DZ Purchase Facility	$	21,904	4.63%	$	27,112	$	16,144	4.31%	$	19,866
Quorum Purchase Facility		21,689	4.75-6.90%		24,453		16,771	4.75-6.90%		18,659
2012 Term Securitization		21,058	2.94%		23,555		23,227	2.94%		25,986
2013 Term Securitization		34,627	3.20%		37,316		37,163	3.20%		39,510
2015 Term Securitization		54,667	3.02%		58,234		58,498	3.02%		61,705
2016 Term Securitization		77,979	3.35%		86,230		83,142	3.35%		91,348
2017 Term Securitization		100,846	3.12%		113,029		107,624	3.12%		119,582
Unamortized debt issuance costs		(5,746)	---		—		(6,148)	---		—
Total		327,024			369,929		336,421			376,656
Total receivable-backed debt	$	413,334		$	478,170	$	421,118		$	480,374

Except as described below, there were no new debt issuances or significant changes related to the above listed facilities during 2018.

Liberty Bank Facility. Since 2008, we have 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 a revolving credit period. On March 12, 2018, we amended and restated the Liberty Bank Facility to extend the revolving credit period from March 2018 to March 2020, extend the maturity date from November 2020 until March 2023, and amend the interest rate on borrowings as described below. Subject to its terms and conditions, the Liberty Bank Facility provides for advances of (i) 85% of the unpaid principal balance of Qualified Timeshare Loans assigned to agent, and (ii) 60% of the unpaid principal balance of Non-Conforming Timeshare Loans assigned to agent, during the revolving credit period of the facility. Maximum permitted outstanding borrowings under the Liberty Bank Facility are $50.0 million, subject to the terms of the facility. Through March 31, 2018, borrowings under the Liberty Bank Facility bore interest at the Wall Street Journal (“WSJ”) Prime Rate plus 0.50% per annum, subject to a 4.00% floor. Pursuant to the March 2018 amendment to the Liberty Bank Facility, effective April 1, 2018, all borrowings outstanding under the facility bear interest at an annual rate equal to the WSJ Prime Rate, subject to a 4.00% floor. 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 upon maturity.

Quorum Purchase Facility. We and Bluegreen/Big Cedar Vacations have 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 April 6, 2018, the Quorum Purchase Facility was amended to extend the revolving purchase period from June 30, 2018 to June 30, 2020, and agreed to a fixed interest rate of 4.95% per annum on advances made through September 30, 2018. The interest rate on advances made after September 30, 2018 will be set at the time of funding based on rates mutually agreed upon by all parties. The amendment also reduced the loan purchase fee applicable to future advances from 0.50% to 0.25% and extended the maturity of the Quorum Purchase Facility from December 2030 to December 2032. Of the amounts outstanding under the Quorum Purchase Facility at March 31, 2018, $2.9 million accrues interest at a rate per annum of 6.9%, $2.7 million accrues interest at a rate per annum of 5.5%, $6.9 million accrues interest at a rate per annum of 4.95%, $3.2 million accrues interest at a rate per annum of 5.0%, and $6.0 million accrues interest at a rate per annum of 4.75%. 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. Eligibility requirements for VOI notes receivable sold include, among others, that the obligors under the VOI notes receivable sold be members of Quorum at the time of the note sale. Subject to performance of the collateral, we or Bluegreen/Big Cedar Vacations, as applicable, will receive any excess cash flows generated by the VOI notes receivable transferred to Quorum under the facility (excess meaning after payments of customary fees, interest and principal under the facility) on a pro-rata basis as borrowers make payments on their VOI notes receivable. While ownership of the VOI notes receivable included in the Quorum Purchase Facility is transferred and sold for legal purposes, the transfer of these VOI notes receivable is accounted for as a secured borrowing for financial reporting purposes. The facility is nonrecourse.

See Note 8 to our Consolidated Financial Statements included in the 2017 Annual Report on Form 10-K for additional information regarding our other receivable-backed notes payable facilities listed above.

Junior Subordinated Debentures

We have formed statutory business trusts (collectively, the "Trusts"), each of which issued trust preferred securities as part of a larger pooled trust securities offering which was not registered under the Securities Act of 1933 and invested the proceeds thereof in its junior subordinated debentures. The Trusts are variable interest entities in which we are not the primary beneficiary as defined by ASC 810. Accordingly, we do not consolidate the operations of the Trusts; instead, our beneficial interests in the Trusts are accounted for under the equity method of accounting. Our maximum exposure to loss as a result of our involvement with the Trusts is limited to the carrying amount of our equity method investment. Distributions on the trust preferred securities are cumulative and based upon the liquidation value of the trust preferred security. The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at maturity or their earlier redemption. The junior subordinated debentures are redeemable in whole or in part at our option at any time. In addition, we made an initial equity contribution to each Trust in exchange for its common securities, all of which are owned by us, and those proceeds were also used by the applicable Trust to purchase an identical amount of junior subordinated debentures from us. The terms of each Trust’s common securities are nearly identical to the trust preferred securities.

Interest on the junior subordinated debentures and distributions on the trust preferred securities are payable quarterly in arrears at the same interest rate.

We had the following junior subordinated debentures outstanding at March 31, 2018 (dollars in thousands):



Trust	Outstanding Amount of Junior Subordinated Debentures (1)		Initial Equity In Trust (2)		Issue Date	Beginning Optional Redemption Date	Interest Rate Following Beginning Optional Redemption Date	Interest Rate at March 31, 2018	Maturity Date

BST I	$	14,766	$	696	3/15/2005	3/30/2010	3-month LIBOR + 4.90%	7.21%	3/30/2035
BST II		16,539		774	5/4/2005	7/30/2010	3-month LIBOR + 4.85%	6.62%	7/30/2035
BST III		6,696		310	5/10/2005	7/30/2010	3-month LIBOR + 4.85%	6.62%	7/30/2035
BST IV		9,843		464	4/24/2006	6/30/2011	3-month LIBOR + 4.85%	7.16%	6/30/2036
BST V		9,843		464	7/21/2006	9/30/2011	3-month LIBOR + 4.85%	7.16%	9/30/2036
BST VI		12,990		619	2/26/2007	4/30/2012	3-month LIBOR + 4.80%	6.57%	4/30/2037
	$	70,677	$	3,327

(1)

Amounts include purchase accounting adjustments which reduced the total carrying value by $40.2 million.

(2)

Initial Equity in Trust is recorded as part of other assets in the unaudited Consolidated Balance Sheets.

We had the following junior subordinated debentures outstanding at December 31, 2017 (dollars in thousands):


Trust	Outstanding Amount of Junior Subordinated Debentures (1)		Initial Equity In Trust (2)		Issue Date	Beginning Optional Redemption Date	Interest Rate Following Beginning Optional Redemption Date	Interest Rate at December 31, 2017	Maturity Date

BST I	$	14,703	$	696	3/15/2005	3/30/2010	3-month LIBOR + 4.90%	6.59%	3/30/2035
BST II		16,472		774	5/4/2005	7/30/2010	3-month LIBOR + 4.85%	6.23%	7/30/2035
BST III		6,670		310	5/10/2005	7/30/2010	3-month LIBOR + 4.85%	6.23%	7/30/2035
BST IV		9,802		464	4/24/2006	6/30/2011	3-month LIBOR + 4.85%	6.54%	6/30/2036
BST V		9,802		464	7/21/2006	9/30/2011	3-month LIBOR + 4.85%	6.54%	9/30/2036
BST VI		12,935		619	2/26/2007	4/30/2012	3-month LIBOR + 4.80%	6.18%	4/30/2037
	$	70,384	$	3,327

(1)

Amounts include purchase accounting adjustments which reduced the total carrying value by $40.4 million.

(2)

Initial Equity in Trust is recorded as part of other assets in the unaudited Consolidated Balance Sheets.

As of March 31, 2018, we were in compliance with all financial debt covenants under our debt instruments. As of March 31, 2018, we had availability of approximately $221.9 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.