Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.20.1
Debt
3 Months Ended
Mar. 31, 2020
Debt [Abstract]  
Debt 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 March 31, 2020 and December 31, 2019, were as follows (dollars in thousands):

As of

March 31, 2020

December 31, 2019

Balance

Interest
Rate

Carrying
Amount of
Pledged
Assets

Balance

Interest
Rate

Carrying
Amount of
Pledged
Assets

NBA Éilan Loan

17,659

4.77%

28,625

18,820

4.95%

31,259

Fifth Third Syndicated LOC

110,000

3.32%

119,848

30,000

3.85%

49,062

Fifth Third Syndicated Term

97,500

3.61%

106,229

98,750

3.71.%

161,497

Unamortized debt issuance costs

(1,374)

—  

(1,410)

—  

Total

$

223,785

$

254,702

$

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 lines-of-credit to increase our 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%.

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, 2020. See Note 10 to our Consolidated Financial Statements included in our 2019 Annual Report on Form 10-K for additional information regarding these 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

March 31, 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

$

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

Liberty Bank Facility. Since 2008, we have maintained a revolving VOI notes receivable hypothecation facility with Liberty Bank (the “Liberty Bank Facility”) which provides for advances on eligible receivables pledged under the Liberty Bank Facility, subject to specified terms and conditions, during a revolving credit period. During March 2018, the Liberty Bank Facility was amended and restated to extend the revolving credit period from March 2018 to March 2020 (which was subsequently further extended as described below), 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 Qualified 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 accrued 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 accrue interest at the WSJ Prime Rate subject to a 4.00% floor. 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 by maturity. On February 11, 2020, the Liberty Bank Facility was amended solely to extend the revolving credit period from March 12, 2020 to June 10, 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.

Except as described above, there were no new debt issuances or significant changes related to the above listed facilities during the three months ended March 31, 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 March 31, 2020 (1)

Initial
Equity In
Trust (2)

Issue
Date

Interest Rate

Interest
Rate at
March 31,
2020

Maturity
Date

Carrying Value
as of December 31, 2019 (1)

BST I

$

15,102

$

355

3/15/2005

3-month LIBOR
+ 4.90%

6.27%

3/30/2035

$

15,059

BST II

16,909

401

5/4/2005

3-month LIBOR
+ 4.85%

6.62%

7/30/2035

16,862

BST III

6,841

164

5/10/2005

3-month LIBOR
+ 4.85%

6.62%

7/30/2035

6,823

BST IV

10,068

237

4/24/2006

3-month LIBOR
+ 4.85%

6.22%

6/30/2036

10,040

BST V

10,068

237

7/21/2006

3-month LIBOR
+ 4.85%

6.22%

9/30/2036

10,040

BST VI

13,297

311

2/26/2007

3-month LIBOR
+ 4.80%

6.57%

4/30/2037

13,257

$

72,285

$

1,705

$

72,081

(1)Amounts include purchase accounting adjustments which reduced the total carrying value by $38.5 million and $38.7 million as of March 31, 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 March 31, 2020, we were in compliance with all financial debt covenants under our debt instruments. As of March 31, 2020, we had availability of approximately $124.5 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.