Annual report pursuant to Section 13 and 15(d)

Debt

v3.8.0.1
Debt
12 Months Ended
Dec. 31, 2017
Debt [Abstract]  
Debt

8.  Debt



Contractual minimum principal payments required on our debt, net of unamortized discount, by type, for each of the five years subsequent to December 31, 2017 and thereafter are shown below (in thousands):







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Lines-of-
credit
and notes payable

 

Recourse
receivable-
backed
notes
payable

 

Non-recourse
receivable-
backed
notes payable

 

Junior
subordinated
debentures

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

$

19,871 

 

$

 —

 

$

 —

 

$

 —

 

$

19,871 

2019

 

 

27,336 

 

 

 —

 

 

 —

 

 

 —

 

 

27,336 

2020

 

 

8,382 

 

 

24,989 

 

 

 —

 

 

 —

 

 

33,371 

2021

 

 

45,272 

 

 

21,955 

 

 

 —

 

 

 —

 

 

67,227 

2022

 

 

1,273 

 

 

11,326 

 

 

16,144 

 

 

 —

 

 

28,743 

Thereafter

 

 

 —

 

 

26,427 

 

 

326,425 

 

 

110,827 

 

 

463,679 

Unamortized debt issuance costs

 

 

(1,940)

 

 

 —

 

 

(6,148)

 

 

 —

 

 

(8,088)

Purchase accounting adjustment

 

 

 —

 

 

 —

 

 

 —

 

 

(40,443)

 

 

(40,443)

    Total

 

$

100,194 

 

$

84,697 

 

$

336,421 

 

$

70,384 

 

$

591,696 



The minimum contractual payments set forth in the table above may differ from actual payments due to the timing of principal payments required upon (1) the sale of real estate assets that serve as collateral on certain debt (release payments) and (2) cash collections of pledged or transferred notes receivable.



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) as of December 31, 2017 and 2016 was as follows (dollars in thousands):







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of December 31,



 

2017

 

2016



 

Balance

 

Interest
Rate

 

Carrying
Amount of
Pledged
Assets

 

Balance

 

Interest
Rate

 

Carrying
Amount of
Pledged
Assets



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 Notes Payable

 

$

46,500 

 

5.50%

 

$

29,403 

 

$

52,500 

 

5.50%

 

$

29,349 

Pacific Western Term Loan

 

 

2,715 

 

6.72%

 

 

9,884 

 

 

1,727 

 

6.02%

 

 

8,963 

Fifth Third Bank Note Payable  

 

 

4,080 

 

4.36%

 

 

8,071 

 

 

4,326 

 

3.62%

 

 

9,157 

NBA Line of Credit

 

 

5,089 

 

4.75%

 

 

15,260 

 

 

2,006 

 

5.00%

 

 

8,230 

Fifth Third Syndicated LOC

 

 

20,000 

 

4.27%

 

 

75,662 

 

 

15,000 

 

3.46%

 

 

60,343 

Fifth Third Syndicated Term

 

 

23,750 

 

4.32%

 

 

23,960 

 

 

25,000 

 

3.46%

 

 

20,114 

Unamortized debt issuance costs

 

 

(1,940)

 

 

 

 —

 

 

(2,177)

 

 

 

 —

          Total

 

$

100,194 

 

 

 

$

162,240 

 

$

98,382 

 

 

 

$

136,156 



2013 Notes Payable.  In March 2013, we issued $75.0 million of senior secured notes (the “2013 Notes Payable”) in a private financing transaction.  The 2013 Notes Payable are secured by certain of our assets, including primarily the cash flows from the residual interests relating to certain term securitizations and the VOI inventory in the BG Club 36 resort in Las Vegas, Nevada.  Pursuant to the terms of the 2013 Notes Payable, we are required to periodically pledge reacquired VOI inventory in the BG Club 36 resort.  We may also pledge additional residual interests from other term securitizations.  In September 2016, the 2013 Notes Payable were amended to reduce the interest rate from 8.05% to 5.50%. The 2013 Notes Payable mature in March 2020.  The terms of the 2013 Notes Payable include certain covenants and events of default, which management considers to be customary for transactions of this type.  The proceeds from the 2013 Notes Payable were used to fund a portion of the consideration paid to our former shareholders in connection with the BBX Capital’s acquisition of our then outstanding shares in April 2013. 



Pacific Western Term Loan.  We have a non-revolving $2.7 million term loan (the “Pacific Western Term Loan”) with Pacific Western Bank, as successor-by-merger to CapitalSource Bank, secured by unsold inventory and undeveloped land at the Bluegreen Odyssey Dells Resort. The Pacific Western Term Loan matures in June 2019 and bears interest at 30-day LIBOR plus 5.25%. Interest payments are paid monthly. Principal payments are effected through release payments upon sales of VOIs in the Bluegreen Odyssey Dells Resort that serve as collateral for the Pacific Western Term Loan subject to mandatory principal reductions pursuant to the terms of the loan agreement. The Pacific Western Term Loan is cross-collateralized and is subject to cross-default with the Pacific Western Facility described below.



Fifth Third Bank Note Payable.  In April 2008, we entered into a note payable with Fifth Third Bank to finance an acquisition of real estate.  The Fifth Third Bank Note Payable matures in August 2021.  Principal and interest on amounts outstanding under the Fifth Third Bank Note Payable are payable monthly through maturity.  The interest rate under the note equals the 30-day LIBOR plus 3.00%.  



NBA Line of Credit. Bluegreen/Big Cedar Vacations has a revolving line of credit with NBA (the “NBA Line of Credit”) with National Bank of Arizona (“NBA”).  The NBA Line of Credit allows for a maximum borrowing limit of $20 million (subject to decrease as described below in connection with any increase in the borrowing limit under the NBA Receivables Facility). The NBA Line of Credit provides for a revolving advance period expiring in September 2020 and maturity in September 2022, and is secured by unsold inventory and a building under construction at Bluegreen/Big Cedar Vacations’ the Cliffs at Long Creek Resort. Borrowings under the NBA Line of Credit accrue interest at a rate equal to the one month LIBOR plus 3.25% (with an interest rate floor of 4.75%). Interest payments are paid monthly. Principal payments are effected through release payments upon sales of VOIs in The Cliffs at Long Creek Resort that serve as collateral for the NBA Line of Credit, subject to mandatory principal reductions. The NBA Line of Credit is cross-collateralized and is subject to cross-default with the NBA Receivables Facility described below.



Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan. In November 2014, we entered into a $25.0 million revolving credit facility with Fifth Third Bank as administrative agent and lead arranger and certain other bank participants as lenders.  In December 2016, we amended and restated the credit and security agreement.  The amended and restated facility is a $100.0 million syndicated credit facility with Fifth Third, as administrative agent and lead arranger and certain other bank participants.  The amended and restated facility includes a $25.0 million term loan (the “Fifth Third Syndicated Term Loan”) with quarterly amortization requirements and a $75.0 million revolving line of credit (the “Fifth Third Syndicated Line-of-Credit”).  Amounts borrowed under the facility generally bear interest at LIBOR plus 2.75% - 3.75% depending on our leverage ratio, are collateralized by certain of our VOI inventory, sales center buildings and short-term receivables, and will mature in December 2021.  The facility contains covenants and conditions which we consider to be customary for transactions of this type.  Borrowings are used by us for general corporate purposes.  As of December 31, 2017, outstanding borrowings under the facility totaled $43.8 million, including $23.8 million outstanding under the Fifth Third Syndicated Term Loan and $20.0 million of borrowings under the Fifth Third Syndicated Line-of-Credit.



Receivable-Backed Notes Payable 



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





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of December 31,



 

2017

 

2016



 

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

 

$

24,990 

 

5.00%

 

$

30,472 

 

$

32,674 

 

4.25%

 

$

41,357 

NBA Receivables Facility

 

 

44,414 

 

4.10%

 

 

53,730 

 

 

34,164 

 

3.50-4.00%

 

 

40,763 

Pacific Western Facility

 

 

15,293 

 

6.00%

 

 

19,516 

 

 

20,793 

 

5.14%

 

 

27,712 

   Total

 

 

84,697 

 

 

 

 

103,718 

 

 

87,631 

 

 

 

 

109,832 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivable-backed notes payable - non-recourse:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KeyBank/DZ Purchase Facility

 

$

16,144 

 

4.31%

 

$

19,866 

 

$

31,417 

 

3.67%

 

$

41,388 

Quorum Purchase Facility

 

 

16,771 

 

4.75-6.90%

 

 

18,659 

 

 

23,981 

 

4.75-6.90%

 

 

26,855 

2010 Term Securitization

 

 

 —

 

 —

 

 

 —

 

 

13,163 

 

5.54%

 

 

16,191 

2012 Term Securitization

 

 

23,227 

 

2.94%

 

 

25,986 

 

 

32,929 

 

2.94%

 

 

36,174 

2013 Term Securitization

 

 

37,163 

 

3.20%

 

 

39,510 

 

 

48,514 

 

3.20%

 

 

51,157 

2015 Term Securitization

 

 

58,498 

 

3.02%

 

 

61,705 

 

 

75,011 

 

3.02%

 

 

78,980 

2016 Term Securitization

 

 

83,142 

 

3.35%

 

 

91,348 

 

 

107,533 

 

3.35%

 

 

117,249 

2017 Term Securitization

 

 

107,624 

 

3.12%

 

 

119,582 

 

 

 —

 

 —

 

 

 —

Unamortized debt issuance costs

 

 

(6,148)

 

---

 

 

 —

 

 

(5,190)

 

 —

 

 

 —

    Total

 

 

336,421 

 

 

 

 

376,656 

 

 

327,358 

 

 

 

 

367,994 

Total receivable-backed debt

 

$

421,118 

 

 

 

$

480,374 

 

$

414,989 

 

 

 

$

477,826 



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. Pursuant to the terms of the facility, the aggregate maximum outstanding borrowings are $50.0 million revolving credit period was due to expire on January 30, 2018; however, in January 2018, an amendment to the agreement extended the expiration to March 31, 2018. We have signed a non-binding term sheet for a renewal of the Liberty Bank Facility and are negotiating the definitive legal documentation.  There can be no assurance that this renewal will be closed on acceptable terms, if at all.  The Liberty Bank Facility allows future 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, all of which bear interest at the WSJ Prime Rate plus 0.50% per annum subject to a 4.00% floor. Principal and interest are required to be paid as cash is collected on the pledged receivables, with all outstanding amounts being due in November 2020.



NBA Receivables Facility. Bluegreen/Big Cedar Vacations has a revolving VOI hypothecation facility (the “NBA Receivables Facility”) with NBA. The NBA Receivables Facility provides for advances at a rate of 85% on eligible receivables pledged under the facility, subject to eligible collateral and specified terms and conditions, during a revolving credit period expiring in 2020 and allows for maximum borrowings of up to $50 million (inclusive of outstanding borrowings under the NBA Line of Credit).  The maximum borrowings may increase by up to an additional $20 million (to a total of $70 million, at our option); provided, however, that any such increase will result in a corresponding decrease in the maximum borrowings under the NBA Line of Credit. The maturity date for the facility is March 2025.  The interest rate applicable to future borrowings under the NBA Receivables Facility is equal to the 30-day LIBOR plus 2.75% (with an interest rate floor of 3.50%). All principal and interest payments received on pledged receivables are applied to principal and interest due under the facility. The NBA Receivables Facility is cross-collateralized and is subject to cross-default with the NBA Line of Credit.



Pacific Western Facility.  We have a revolving VOI notes receivable hypothecation facility (the “Pacific Western Facility”) with Pacific Western Bank, which provides for advances on eligible VOI notes receivable pledged under the facility, subject to specified terms and conditions, during a revolving credit period. Maximum outstanding borrowings under the Pacific Western Facility are $40.0 million (inclusive of outstanding borrowings under the Pacific Western Term Loan), subject to eligible collateral and customary terms and conditions. The revolving advance period expiration date is September 2018, subject to an additional 12-month extension at the option of Pacific Western Bank. Eligible “A” VOI notes receivable that meet certain eligibility and FICO score requirements, which management believes are typically consistent with loans originated under our current credit underwriting standards, are subject to an 85% advance rate. The Pacific Western Facility also allows for certain eligible “B” VOI notes receivable (which have less stringent FICO score requirements) to be funded at a 53% advance rate. Borrowings under the facility bear interest at 30-day LIBOR plus 4.50%. However, on October 19, 2017, the Pacific Western Facility was amended to decrease the interest rate on a portion of future borrowings, to the extent such borrowings are in excess of established debt minimums, to 30-day LIBOR plus 3.50% to 4.00%. Principal repayments and interest on borrowings under the Pacific Western Facility are paid as cash is collected on the pledged VOI notes receivable, subject to future required decreases in the advance rates after the end of the revolving advance period, with the remaining outstanding balance maturing in September 2021, subject to an additional 12-month extension at the option of Pacific Western Bank. The Pacific Western Facility is cross-collateralized and is subject to cross-default with the Pacific Western Term Loan described above.



KeyBank/DZ Purchase Facility.  We have a VOI notes receivable purchase facility (the “KeyBank/DZ Purchase Facility”) with DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main (“DZ”), and KeyBank National Association (“KeyBank”) which permits maximum outstanding financings of $80.0 million, with an advance period expiring in December 2019 and an advance rate of 80%. The KeyBank/DZ Purchase Facility will mature and all outstanding amounts will become due 36 months after the revolving advance period has expired, or earlier under certain circumstances set forth in the facility. Interest on amounts outstanding under the facility is tied to an applicable index rate of the LIBOR rate, in the case of amounts funded by KeyBank, and a cost of funds rate or commercial paper rates, in the case of amounts funded by or through DZ. The interest rate payable under the facility is the applicable index rate plus 2.75% until the expiration of the revolving advance period and thereafter will be the applicable index rate plus 4.75%. Subject to the terms of the facility, we will receive the excess cash flows generated by the VOI notes receivable sold (excess meaning after payments of customary fees, interest and principal under the facility) until the expiration of the VOI notes receivable advance period, at which point all of the excess cash flow will be paid to the note holders until the outstanding balance is reduced to zero. While ownership of the VOI notes receivable included in the 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.



Quorum Purchase Facility.  We and Bluegreen/Big Cedar Vacations have a timeshare notes receivable purchase facility (the “Quorum Purchase Facility”) with Quorum Federal Credit Union (“Quorum”). Pursuant to which Quorum agreed to purchase, on a revolving basis through June 30, 2018, eligible timeshare receivables in an amount of up to an aggregate $50.0 million purchase price, subject to certain conditions precedent and other terms of the facility. Amounts currently outstanding under the Quorum Purchase Facility accrue interest at interest rates ranging from 4.75% to 6.90% per annum. The interest rate on future advances made under the Quorum Purchase Facility will be set at the time of funding based on rates mutually agreed upon by all parties. The Quorum Purchase Facility provides for an 85% advance rate on eligible receivables sold under the facility.  Future advances are also subject to a loan purchase fee of 0.50%. The Quorum Purchase Facility becomes due in December 2030. Eligibility requirements for receivables sold include, among others, that the obligors under the timeshare 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 receivables 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 timeshare loans. While ownership of the timeshare receivables included in the Quorum Purchase Facility is transferred and sold for legal purposes, the transfer of these timeshare receivables is accounted for as a secured borrowing for financial reporting purposes. The facility is nonrecourse and is not guaranteed by us. As of December 31, 2017, $16.8 million was outstanding under the Quorum Purchase Facility, all of which relates to Bluegreen/Big Cedar Vacations.



2016 Term Securitization. On March 17, 2016, we completed a private offering and sale of $130.5 million of investment-grade, timeshare receivable-backed notes (the “2016 Term Securitization”). The 2016 Term Securitization consisted of the issuance of two tranches of timeshare receivable-backed notes (the “Notes”): $95.7 million of Class A and $34.8 million of Class B notes with note interest rates of 3.17% and 3.86%, respectively, which blended to an overall weighted-average note interest rate of 3.35%. The gross advance rate for this transaction was 90%. The Notes mature in July 2031.



The amount of the timeshare receivables sold to BXG Receivable Note Trust 2016 (the “2016 Trust”) was $145.0 million, $122.3 million of which was sold to the 2016 Trust at closing and $22.7 million of which was subsequently sold to the 2016 Trust. The gross proceeds of such sales to the 2016 Trust were $130.5 million. A portion of the proceeds were used to: repay the KeyBank/DZ Purchase Facility a total of $49.0 million, representing all amounts then outstanding under the facility (including accrued interest); repay $24.2 million under the Liberty Bank Facility, which includes accrued interest; capitalize a reserve fund; and pay fees and expenses associated with the transaction. Prior to the closing of the 2016 Term Securitization, we, as a servicer, funded $11.3 million in connection with the servicer redemption of the notes related to BXG Receivables Note Trust 2007-A, and certain of the timeshare loans in such trust were sold to the 2016 Trust in connection with the 2016 Term Securitization. In April 2016, we, as a servicer, funded $6.1 million in connection with the servicer redemption of the notes related to BXG Receivables Note Trust 2008-A, and certain of the timeshare loans in such trust were sold to the 2016 Trust in connection with the 2016 Term Securitization. The remainder of the net proceeds from the 2016 Term Securitization of $36.0 million were used for general corporate purposes.



While ownership of the timeshare receivables included in the 2016 Term Securitization was transferred and sold for legal purposes, the transfer of these timeshare receivables was accounted for as a secured borrowing for financial accounting purposes. Accordingly, no gain or loss was recognized as a result of this transaction. Subject to the performance of the collateral, we will receive any excess cash flows generated by the receivables transferred under the 2016 Term Securitization (excess meaning after payments of customary fees, interest, and principal under the 2016 Term Securitization) on a pro-rata basis as borrowers make payments on their timeshare loans.



2017 Term Securitization.  On June 6, 2017, we completed a private offering and sale of approximately $120.2 million of investment-grade, VOI receivable-backed notes (the “2017 Term Securitization”). The 2017 Term Securitization consisted of the issuance of two tranches of VOI receivable-backed notes (the “Notes”): approximately $88.8 million of Class A notes and approximately $31.4 million of Class B notes with note interest rates of 2.95% and 3.59%, respectively, which blended to an overall weighted average note interest rate of approximately 3.12%. The gross advance rate for this transaction was 88%. The Notes mature in October 2032.



The amount of the VOI notes receivable sold to BXG Receivables Note Trust 2017 (the “2017 Trust”) was approximately $136.5 million, approximately $117.0 million of which was sold to the 2017 Trust at closing, and approximately $19.5 million of which was subsequently sold to the 2017 Trust. The gross proceeds of such sales to the 2017 Trust were $120.2 million. A portion of the proceeds was used to: repay KeyBank and DZ $32.3 million, representing all amounts outstanding (including accrued interest) under the KeyBank/DZ Purchase Facility; repay Liberty Bank approximately $26.8 million (including accrued interest) under existing facility with Liberty Bank; capitalize a reserve fund; and pay fees and expenses associated with the transaction. In April 2017, Bluegreen, as servicer, redeemed the notes related to BXG Receivables Note Trust 2010-A for approximately $10.0 million, and certain of the VOI notes receivable in such trust were sold to the 2017 Trust in connection with the 2017 Term Securitization. The remainder of the proceeds from the 2017 Term Securitization were used for general corporate purposes.



While ownership of the VOI notes receivable included in the 2017 Term Securitization is transferred and sold for legal purposes, the transfer of these VOI notes receivables is accounted for as a secured borrowing for financial accounting purposes. Accordingly, no gain or loss was recognized as a result of this transaction. Subject to the performance of the collateral, we will receive any excess cash flows generated by the VOI notes receivable transferred under the 2017 Term Securitization (excess meaning after payments of customary fees, interest, and principal under the 2017 Term Securitization) on a pro-rata basis as borrowers make payments on their VOI notes receivable.



Other Non-Recourse Receivable-Backed Notes Payable. In addition to the above described facilities, we have a number of other nonrecourse receivable-backed notes payable facilities, as set forth in the table above. During 2017, we repaid $62.0 million under these additional receivable-backed notes payable facilities, including the payment in full of the notes payable issued in connection with the 2010 Term Securitization. During 2017, we wrote off the related unamortized debt issuance cost of $0.3 million. During 2016, we repaid $82.6 million under these additional receivable-backed notes payable facilities, including the payment in full of the notes payable issued in connection with the 2007 and 2008 Term Securitizations. During 2016, we wrote off the related unamortized 2007 and 2008 Term Securitization debt issuance costs totaling approximately $0.5 million.



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 December 31, 2017 (dollars in thousands):



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Trust

Outstanding
Amount of
Junior
Subordinated
Debentures

 

Initial
Equity In
Trust(1)

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 carrying value by $40.4 million.

(2)

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



We had the following junior subordinated debentures outstanding at December 31, 2016 (dollars in thousands):





 

 

 

 

 

 

 

 

 

 

Trust

Outstanding
Amount of
Junior
Subordinated
Debentures

 

Initial
Equity In
Trust(1)

Issue
Date

Beginning
Optional
Redemption
Date

Interest Rate
Following
Beginning
Optional
Redemption
Date

Interest
Rate at
December 31,
2016

Maturity
Date



 

 

 

 

 

 

 

 

 

 

BST I

$

14,422 

 

$

696 

3/15/2005

3/30/2010

3-month LIBOR + 4.90%

5.90%

3/30/2035

BST II

 

16,164 

 

 

774 

5/4/2005

7/30/2010

3-month LIBOR + 4.85% 

5.74%

7/30/2035

BST III

 

6,550 

 

 

310 

5/10/2005

7/30/2010

3-month LIBOR + 4.85% 

5.74%

7/30/2035

BST IV

 

9,614 

 

 

464 

4/24/2006

6/30/2011

3-month LIBOR + 4.85%

5.85%

6/30/2036

BST V

 

9,614 

 

 

464 

7/21/2006

9/30/2011

3-month LIBOR + 4.85%

5.85%

9/30/2036

BST VI

 

12,680 

 

 

619 

2/26/2007

4/30/2012

3-month LIBOR + 4.80%

5.69%

4/30/2037



$

69,044 

 

$

3,327 

 

 

 

 

 



(1)

Amounts include purchase accounting adjustments which reduced the carrying value by $41.8 million.

(2)

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



As of December 31, 2017, we were in compliance with all financial debt covenants under our debt instruments. We had availability of approximately $219.6 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, as of December 31, 2017.