Debt

6 Months Ended

Jun. 30, 2011

Debt

4. Debt

Lines-of-Credit and Notes Payable

Please refer to the Liquidity and Capital Resources section included in Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report for additional information related to our debt. Additional information regarding our debt is also included in the Annual Report. Financial data related to our lines-of-credit and notes payable facilities is as follows (dollars in thousands):

	As of
	December 31, 2010			June 30, 2011
	Balance		Carrying Amount of Pledged Assets	Balance		Carrying Amount of Pledged Assets
		Interest Rate			Interest Rate
RFA AD&C Facility	$        52,264	4.76%	$         127,460	$      44,124	4.69%	$         84,704
H4BG Communities Facility	30,842	8.00%	66,925	27,412	8.00%	24,588
Wells Fargo Term Loan	30,776	7.13%	104,747	24,953	7.06%	100,232
Foundation Capital	13,200	8.00%	17,574	13,083	8.00%	17,632
Textron AD&C Facility	9,290	4.50 –4.75%	26,579	6,474	4.50 –4.75%	24,789
Fifth Third Bank Note Payable	3,154	3.26%	4,680	3,041	3.19%	4,599
Other	2,594	5.00 – 11.03%	2,293	2,152	5.00 – 6.88%	2,032
Total	$      142,120		$         350,258	$   121,239		$      258,576

Significant changes related to our lines-of-credit and notes payable during the six months ended June 30, 2011 include:

RFA AD&C Facility. During the six months ended June 30, 2011, we repaid $8.1 million of the outstanding balance under this facility, including the repayment in full of a loan collateralized by our Fountains Resort in Orlando, Florida.

H4BG Communities Facility. The H4BG Communities Facility is secured by the real property homesites (and personal property related thereto) and golf courses at several Bluegreen Communities projects. The facility is scheduled to mature on December 31, 2012; however, if the assets pledged as collateral for this facility are sold prior to the scheduled maturity date, the facility will mature upon the sale of the assets. During the six months ended June 30, 2011, we repaid $3.4 million of the outstanding balance under this facility.

Wells Fargo Term Loan. During the six months ended June 30, 2011, we repaid $5.8 million of the outstanding balance under this facility.

Receivable-Backed Notes Payable

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

	As of
	December 31, 2010			June 30, 2011
	Debt Balance		Principal Balance of Pledged/	Debt Balance		Principal Balance of Pledged/
		Interest Rate	Secured Receivables		Interest Rate	Secured Receivables
Recourse receivable-backed notes payable:
2008 Liberty Bank Facility	$        67,514	6.50%	$        77,377	$        57,528	6.50%	$        68,043
2011 Liberty Bank Facility	—	—	—	5,980	6.50%	7,275
GE Bluegreen Big Cedar
Receivables Facility	23,877	2.01%	29,232	19,531	1.94%	26,626
Legacy Securitization (1)	25,342	12.00%	34,232	21,090	12.00%	29,465
NBA Receivables Facility	18,351	6.75%	22,458	19,236	6.75%	24,637
RFA Receivables Facility	3,159	4.26%	4,451	2,177	4.19%	3,598
Total before discount	138,243		167,750	125,542		159,644
Less unamortized discount on
Legacy Securitization	(2,583)		—	(2,149)		—
Total	135,660		167,750	123,393		159,644
Non-recourse receivable-backed notes payable:
BB &T Purchase Facility	—	—	—	11,221	5.25%	16,069
GE 2004 Facility	10,150	7.16%	11,709	9,137	7.16%	10,476
2004 Term Securitization	18,722	4.45-7.18%	20,540	14,818	4.45-7.18%	15,607
2005 Term Securitization	55,888	5.41-9.85%	63,527	46,976	5.41-9.85%	52,924
GE 2006 Facility	50,596	6.68-7.77%	57,988	45,480	6.68-7.77%	51,883
2006 Term Securitization	52,716	5.61-9.38%	59,415	46,026	5.61-9.38%	50,968
2007 Term Securitization	100,953	5.83-11.15%	117,379	88,318	5.83-11.15%	102,085
2008 Term Securitization	39,624	5.89-11.63%	44,889	34,651	5.89-11.63%	39,741
2010 Term Securitization	107,514	5.10-7.50%	123,662	94,030	5.10-7.50%	113,068
Quorum Purchase Facility	108	8.00%	136	3,183	8.00%	3,854
Total	436,271		499,245	393,840		456,675
Total receivable-backed debt	$      571,931		$      666,995	$      517,233		$      616,319

(1) Legacy Securitization debt bears interest at a coupon rate of 12% and was issued at a discount resulting in an effective yield of 18.5%. 

Significant changes related to our receivable-backed notes payable facilities during the six months ended June 30, 2011 include:

2011 Liberty Bank Facility. In February 2011, we entered into a new revolving hypothecation facility with certain participants in our 2008 Liberty Bank Facility. This new $60.0 million facility (“2011 Liberty Bank Facility”) provides for an 85% advance on eligible receivables pledged under the facility during the two-year period ending in February 2013, subject to eligible collateral and terms and conditions we believe to be customary for transactions of this type. Availability under the 2011 Liberty Bank Facility is reduced by amounts currently outstanding to certain syndicate participants under the 2008 Liberty Bank Facility ($42.2 million as of June 30, 2011), but as outstanding amounts on the 2008 Liberty Bank Facility amortize over time, the 2011 Liberty Bank Facility will revolve up to $60.0 million. Principal and interest are repaid as cash is collected on the pledged receivables, with the remaining balance due in February 2016. Indebtedness under the 2011 Liberty Bank Facility bears interest at the Prime Rate plus 2.25%, subject to a floor of 6.5% (6.5% as of June 30, 2011).

During the six months ended June 30, 2011, we pledged $7.9 million of VOI notes receivable to this facility and received cash proceeds of $6.7 million. We also repaid $0.7 million on the facility.

NBA Receivables Facility. Bluegreen/Big Cedar Joint Venture has a $20.0 million timeshare receivables hypothecation facility with the National Bank of Arizona (“NBA”), which provides for an 85% advance on eligible receivables. At the time of closing of the transaction, $23.5 million of eligible receivables were pledged. In May 2011, the facility was amended to allow us to pledge additional timeshare receivables through October 31, 2011, with additional advances not to exceed $5.0 million, subject to a total $20.0 million borrowing limit for all amounts outstanding under the facility.

The unpaid balance related to the initial September 30, 2010 advance, of which $15.3 million was outstanding as of June 30, 2011, matures on September 30, 2017. The unpaid balance related to the additional advances, of which $3.9 million was outstanding as of June 30, 2011, matures on October 31, 2018. All principal and interest payments received on pledged receivables are applied to principal and interest due under the facility. Indebtedness under this facility bears interest at the 30-day LIBOR plus 5.25%, subject to a floor of 6.75% (6.75% as of June 30, 2011).

During the six months ended June 30, 2011, we pledged $4.6 million of VOI notes receivable to this facility and received cash proceeds of $3.9 million. We also repaid $3.0 million on this facility.

BB&T Purchase Facility. We have a $75.0 million timeshare notes receivable purchase facility with Branch Banking and Trust Company (“BB&T”) (the “BB&T Purchase Facility”), which has a revolving advance period through December 17, 2011. The BB&T Purchase Facility provides for the financing of our timeshare receivables at an advance rate of 67.5%, subject to the terms of the facility. During the six months ended June 30, 2011, we pledged $17.0 million of VOI notes receivable to this facility and received cash proceeds of $11.5 million. We also repaid $0.3 million on the facility.

Quorum Purchase Facility. We have a $20.0 million timeshare notes receivable purchase facility (the “Quorum Facility”) with Quorum Federal Credit Union (“Quorum”) which allows us to sell timeshare notes receivable on a non-recourse basis through December 22, 2011. The terms of the Quorum Facility provide an 80% advance rate and a program fee rate of 8% per annum through August 31, 2011, and terms to be agreed upon through December 22, 2011. During the six months ended June 30, 2011, we pledged $4.0 million of VOI notes receivable to this facility and received cash proceeds of $3.2 million. We also repaid $0.1 million on the facility.

Other Facilities. In addition to the above described facilities, during the six months ended June 30, 2011, we repaid $76.3 million on our other receivable-backed notes payable facilities.

Junior Subordinated Debentures

As more fully disclosed in the Annual Report, we have formed statutory business trusts (collectively, the "Trusts"), each of which issued trust preferred securities and invested the proceeds thereof in our junior subordinated debentures. The Trusts are variable interest entities in which we are not the primary beneficiary. Accordingly, we do not consolidate the operations of the Trusts; instead, the Trusts are accounted for under the equity method of accounting. Interest on the junior subordinated debentures and distributions on the trust preferred securities are payable quarterly in arrears at the same interest rate.

On March 30, 2010, the interest rates on the securities issued by Bluegreen Statutory Trust (“BST”) I contractually changed from a fixed-rate of 9.160% to a variable rate equal to the 3-month LIBOR + 4.90% (5.15% as of June 30, 2011).

On July 30, 2010, the interest rate on the securities issued by BST II and BST III contractually changed from fixed-rates of 9.158% and 9.193%, respectively, to in each case a variable rate equal to the 3-month LIBOR + 4.85% (5.10% as of June 30, 2011).

On June 30, 2011, the interest rate on the securities issued by BST IV contractually changed from a fixed-rate of 10.13% to a variable rate equal to the 3-month LIBOR + 4.85% (5.10% as of June 30, 2011).