Debt

6 Months Ended

Jun. 30, 2020

‎

7. 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 June 30, 2020 and December 31, 2019, was as follows (dollars in thousands):



	As of
	June 30, 2020					December 31, 2019
	Balance		Interest ‎Rate	Carrying ‎Amount of ‎Pledged ‎Assets		Balance		Interest ‎Rate	Carrying ‎Amount of ‎Pledged ‎Assets

NBA Éilan Loan		16,996	4.75%		28,649		18,820	4.95%		31,259
Fifth Third Syndicated LOC		70,000	2.49%		86,753		30,000	3.85%		49,062
Fifth Third Syndicated Term		96,250	3.71%		119,285		98,750	3.71%		161,497
Unamortized debt issuance costs		(1,338)	—		—		(1,410)	—		—
Total	$	181,908		$	234,687	$	146,160		$	241,818

Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan. During March 2020, in an effort to ensure adequate liquidity for a sustained period due to the effect of the COVID-19 pandemic, we drew down $60 million under our line-of-credit. In June 2020, we repaid $40 million under our syndicated line-of-credit and amended the agreements to modify the definition of certain customary covenants. As of June 30, 2020, outstanding borrowings under the facility totaled $166.3 million, including $96.3 million under the Fifth Third Syndicated Term Loan with an interest rate of 3.71%, and $70.0 million under the Fifth Third Syndicated Line of Credit with an interest rate of 2.49%.

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 ended months June 30, 2020. See Note 10 to our Consolidated Financial Statements included in our 2019 Annual Report on Form 10-K for additional information regarding the lines-of-credit and notes payable.

Receivable-Backed Notes Payable

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



	As of
	June 30, 2020					December 31, 2019
	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 ⁽¹⁾	$	21,663	4.00%	$	26,630	$	25,860	4.75%	$	31,681
NBA Receivables Facility		26,484	3.50%		32,870		32,405	4.55%		39,787
Pacific Western Facility ⁽¹⁾		26,452	3.06%		32,747		30,304	4.68%		37,809
Total		74,599			92,247		88,569			109,277

Receivable-backed notes ‎ payable - non-recourse:
KeyBank/DZ Purchase Facility	$	65,159	2.50%	$	81,522	$	31,708	3.99%	$	39,448
Quorum Purchase Facility		36,759	4.75-5.50%		42,836		44,525	4.75-5.50%		49,981
2012 Term Securitization		6,093	2.94%		7,167		8,638	2.94%		9,878
2013 Term Securitization		14,811	3.20%		16,581		18,219	3.20%		19,995
2015 Term Securitization		26,426	3.02%		28,707		31,188	3.02%		33,765
2016 Term Securitization		40,897	3.35%		46,375		48,529	3.35%		54,067
2017 Term Securitization		57,641	3.12%		66,280		65,333	3.12%		74,219
2018 Term Securitization		81,858	4.02%		94,755		91,231	4.02%		103,974
Unamortized debt issuance costs		(4,438)	---		—		(5,125)	---		—
Total		325,206			384,223		334,246			385,327
Total receivable-backed debt	$	399,805		$	476,470	$	422,815		$	494,604

(1)Recourse on these facilities are each limited to $10 million, subject to certain exceptions.

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 the revolving credit period. On June 25, 2020, we amended the Liberty Bank Facility to extend the revolving credit period from June 2020 to June 2021, and the maturity from March 2023 to June 2024. In addition, the amendment decreased the advance rate with respect to Qualified Timeshare Loans from 85% to 80% of the unpaid principal balance of the Qualified Timeshare Loans by September 2020. The advance rate is 60% of the unpaid principal balance of Non-Conforming Qualified Timeshare Loans. The amendment also reduced the maximum permitted outstanding borrowings from $50.0 million to $40.0 million, subject to the terms of the facility and commencing on July 1, 2020 decreased the interest rate to the Wall Street Journal (“WSJ”) Prime Rate minus 0.10% with a floor of 3.40% from the Prime Rate with a floor of 4.00%. In addition, recourse to Bluegreen under the restructured facility was reduced to $10 million, 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 at maturity.

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.

Except as described above, there were no new debt issuances or significant changes related to the above listed facilities during the six months ended June 30, 2020. See Note 10 to our Consolidated Financial Statements included in our 2019 Annual Report on Form 10-K for additional information regarding the receivable-backed notes payable facilities.

Junior Subordinated Debentures

Financial data relating to our junior subordinated debentures was as follows (dollars in thousands):



Trust	Carrying Value ‎ as of June 30, 2020 ⁽¹⁾		Initial ‎Equity In ‎ Trust ⁽²⁾		Issue ‎Date	Interest ‎Rate	Interest ‎Rate at ‎June 30, ‎2020	Maturity ‎Date	Carrying Value ‎ as of December 31, 2019 ⁽¹⁾

BST I	$	15,146	$	355	3/15/2005	3-month LIBOR ‎+ 4.90%	6.27%	3/30/2035	$	15,059
BST II		16,957		401	5/4/2005	3-month LIBOR ‎ + 4.85%	5.61%	7/30/2035		16,862
BST III		6,860		164	5/10/2005	3-month LIBOR ‎ + 4.85%	5.61%	7/30/2035		6,823
BST IV		10,097		237	4/24/2006	3-month LIBOR ‎+ 4.85%	6.22%	6/30/2036		10,040
BST V		10,097		237	7/21/2006	3-month LIBOR ‎+ 4.85%	6.22%	9/30/2036		10,040
BST VI		13,337		311	2/26/2007	3-month LIBOR ‎+ 4.80%	5.56%	4/30/2037		13,257
	$	72,494	$	1,705					$	72,081

(1)Outstanding balance is reduced by purchase accounting adjustments totaling $38.3 million and $38.7 million as of June 30, 2020 and December 31, 2019, respectively.

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

As of June 30, 2020, we were in compliance with all financial debt covenants under our debt instruments. As of June 30, 2020, we had availability of approximately $158.5 million under our receivable-backed purchase and credit facilities, and corporate credit line, subject to eligible collateral and the terms of the facilities, as applicable.