Debt | 10. Debt Contractual minimum principal payments required on the Company’s debt, net of unamortized discount, by type, for each of the five years subsequent to December 31, 2022 and thereafter are shown below (in thousands): Notes payable and other borrowings Note payable to BBX Capital, Inc. Recourse receivable- backed notes payable Non-recourse receivable- backed notes payable Junior subordinated debentures Total 2023 $ 16,000 $ — $ — $ — $ — $ 16,000 2024 25,000 — — — — 25,000 2025 25,000 50,000 4,630 — — 79,630 2026 8,500 — 17,778 104,953 — 131,231 2027 146,250 — 14,105 — — 160,355 Thereafter — — 10,101 315,186 170,897 496,184 Unamortized debt issuance costs ( 2,012 ) — — ( 5,131 ) ( 914 ) ( 8,057 ) Adjustment (1) — — ( 25,773 ) 25,773 — — Purchase accounting adjustment — — — — ( 33,972 ) ( 33,972 ) Total $ 218,738 $ 50,000 $ 20,841 $ 440,781 $ 136,011 $ 866,371 (1) Represents the non-recourse balances of the Liberty Bank Facility, NBA Receivables Facility, and the Pacific Western Facility as described below. 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, (2) cash collections of pledged or transferred notes receivable and (3) prepayments. Lines-of-Credit and Notes Payable Financial data related to our lines of credit and notes payable (other than receivable-backed notes payable, which are discussed below) as of December 31, 2022 and 2021 were as follows (dollars in thousands): As of December 31, 2022 2021 Balance Interest Rate Carrying Amount of Pledged Assets Balance Interest Rate Carrying Amount of Pledged Assets Panama City Beach Acquisition Loan $ 54,500 6.16 % $ 77,334 $ — — $ — Fifth Third Syndicated LOC 70,000 5.92 % 68,413 10,000 2.25 % 21,243 Fifth Third Syndicated Term 96,250 5.40 % 94,068 88,125 2.25 % 187,207 Unamortized debt issuance costs ( 2,012 ) — ( 1,000 ) — Total $ 218,738 $ 239,815 $ 97,125 $ 208,450 Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan. Bluegreen has a corporate credit facility which at December 31, 2021 included a $ 100.0 million term loan (the “Fifth Third Syndicated Loan”) with quarterly amortization requirements and a $ 125.0 million revolving line of credit (the “Fifth Third Syndicated LOC”). In February 2022, Bluegreen amended and increased the facility to $ 300.0 million. The amended facility includes a $ 100.0 million term loan with quarterly amortization requirements and a $ 200.0 million revolving line of credit. Accordingly, the amendment and restatement increased the revolving line of credit by $ 75.0 million. Borrowings generally bear interest at a rate of term SOFR plus 1.75 - 2.50 % and a 0.05 %- 0.10 % credit spread adjustment, depending on Bluegreen’s leverage ratio (as compared to LIBOR plus 2.00 %- 2.50 % with a 0.25 % LIBOR floor under the terms of the facility prior to the amendment). The amendment also extended the maturity date from October 2024 to February 2027. Borrowings are collateralized by certain VOI inventory, sales center buildings, management fees, short-term receivables and cash flows from residual interests relating to certain term securitizations. Panama City Beach Acquisition Loan. In October 2022, Bluegreen purchased the property and other assets of a resort located in Panama City Beach, Florida for approximately $ 78.0 million. In connection with the acquisition, Bluegreen entered into a non-revolving acquisition loan (the “Panama City Beach Acquisition Loan”) with National Bank of Arizona (“NBA”) for the acquisition and renovation of the resort. The Panama City Beach Acquisition Loan provides for advances of up to $ 96.6 million, provided, however, that the total advances may not exceed 70 % of the acquisition and renovation costs. Advances may be made during a 36 -month advance period. Approximately $ 54.5 million was advanced at closing for the acquisition of the resort. Principal payments will be effected through release payments from sales of the completed VOIs, subject to a minimum amortization schedule, with the remaining balance due at maturity in October 2027. Borrowings under the Panama City Beach Acquisition Loan bear interest at an annual rate equal to one-month term SOFR plus 2.25 %, subject to a floor of 2.40 %. Recourse is limited to 30 % of the principal and interest outstanding with decreases based on achieving certain milestones, subject to certain exceptions. Receivable-Backed Notes Payable Financial data related to our receivable-backed notes payable facilities were as follows (dollars in thousands): As of December 31, 2022 2021 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) $ 5,000 6.50 % $ 8,470 $ 5,000 3.00 % $ 7,198 NBA Receivables Facility (2) 10,000 6.62 % 13,664 10,000 3.00 % 15,396 Pacific Western Facility (3) 5,841 6.82 % 10,171 7,500 3.00 % 11,265 Total 20,841 32,305 22,500 33,859 Receivable-backed notes payable - non-recourse: Liberty Bank Facility (1) $ 4,907 6.50 % $ 8,312 $ 17,965 3.00 % $ 25,864 NBA Receivables Facility (2) 20,866 6.62 % 28,512 18,910 3.00 % 29,114 Pacific Western Facility (3) — — — 16,906 3.00 % 25,394 Syndicated Warehouse Facility 104,953 5.87 % 125,486 42,994 2.50 % 53,623 Quorum Purchase Facility 14,007 4.95 - 5.10 % 16,302 19,425 4.95 - 5.10 % 22,690 2013 Term Securitization — — — 6,023 3.20 % 6,965 2015 Term Securitization 7,925 3.02 % 8,516 14,163 3.02 % 15,009 2016 Term Securitization 16,061 3.35 % 16,714 24,727 3.35 % 27,166 2017 Term Securitization 26,521 3.12 % 28,612 37,430 3.12 % 42,452 2018 Term Securitization 39,326 4.02 % 43,163 53,919 4.02 % 61,269 2020 Term Securitization 69,240 2.60 % 77,183 91,922 2.60 % 105,023 2022 Term Securitization 142,106 4.60 % 160,000 — — — Unamortized debt issuance costs ( 5,131 ) ( 4,230 ) — Total 440,781 512,800 340,154 414,569 Total receivable-backed debt $ 461,622 $ 545,105 $ 362,654 $ 448,428 (1) Recourse on the Liberty Bank Facility is generally limited to $ 5.0 million subject to certain exceptions. (2) Recourse on the NBA Receivables Facility is generally limited to $ 10.0 million subject to certain exceptions. (3) Recourse on the Pacific Western Facility is generally limited to $ 7.5 million subject to certain exceptions. Liberty Bank Facility. Bluegreen has a $ 40.0 million 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. The revolving credit period expires in June 2024 and the facility matures in June 2026. Advance rates under the facility with respect to Qualified Timeshare Loans is 85 % of the unpaid principal balance of the Qualified Timeshare Loans. The advance rate is 70 % of the unpaid principal balance of Non-Conforming Qualified Timeshare Loans. The interest rate on borrowings incurred is the Prime Rate minus 0.50 % with a floor of 3.00 %. Recourse to Bluegreen under the facility is limited to $ 5.0 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 by maturity. NBA Receivables Facility. Bluegreen/Big Cedar Vacations has a $ 70.0 million revolving VOI notes receivable hypothecation facility (the “NBA Receivables Facility”) with National Bank of Arizona (“NBA”). T he revolving advance period expires in September 2023 and the facility matures in March 2028. The interest rate on advances made under the facility is the one-month LIBOR plus 2.25 % (with an interest rate floor of 3.00 %). The NBA Receivables Facility provides for advances at a rate of 80 % on eligible receivables pledged under the facility, subject to eligible collateral and specified terms and conditions, during the revolving credit period. R ecourse to Bluegreen/Big Cedar under the facility is limited to $ 10.0 million as of December 31, 2022. Subject to the terms of the facility, principal and interest payments received on pledged receivables are applied to principal and interest due under the facility, with the remaining outstanding balance being due by maturity. Pacific Western Facility. Bluegreen has a $ 50.0 million 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. The revolving advance period expires in September 2024 and the facility matures in September 2027. The Pacific Western Facility provides for eligible “A” VOI notes receivable be funded at an 85 % advance rate. The Pacific Western Facility also allows for eligible “B” VOI notes receivable to be funded at a 65 % advance rate. In December 2022, the facility was amended to decrease the interest rate on borrowings under the facility to one-month term SOFR plus 2.50 % with a floor of 2.75 % (a decrease from one-month LIBOR plus 2.50 % to 2.75 % prior to the amendment). Recourse to Bluegreen under the facility is limited to $ 7.5 million at December 31, 2022. Subject to the terms of the facility, p rincipal and interest payments received on pledged receivables are applied to principal and interest due under the facility , with the remaining balance being due by maturity. Syndicated Warehouse Facility. Bluegreen has an $ 80.0 million VOI notes receivable purchase facility (the “Syndicated Warehouse Facility”). In September 2022, Bluegreen amended and restated the facility to increase the maximum outstanding financings from $ 80.0 million to up to $ 250.0 million and extend the advance period from December 2022 to September 2025. The amended and restated facility provides for an advance rate of up to 88 % (an increase from 80 % prior to the amendment and restatement) with respect to VOI receivables securing amounts financed. Borrowings under the facility bear interest until the expiration of the revolving advance period at a rate equal to one-month term SOFR plus 1.75 % (a decrease from one-month LIBOR or commercial paper rate plus 2.25 % prior to the amendment and restatement) and thereafter at a rate equal to one-month term SOFR plus 2.75 % (a decrease from one-month LIBOR or commercial paper rate plus 3.25 % prior to the amendment and restatement). 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. Bluegreen/Big Cedar Vacations has a $ 50.0 million VOI notes receivable purchase facility (the “Quorum Purchase Facility”) with Quorum Federal Credit Union (“Quorum”). The Quorum Purchase Facility’s advance period expired in October 2022 and the facility matures in December 2034. Of the amounts outstanding under the Quorum Purchase Facility at December 31, 2022, $ 7.5 million bears interest at a rate per annum of 4.95 % and $ 6.5 million bears interest at a fixed rate of 5.10 %. 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. 2022 Term Securitization. In April 2022, Bluegreen completed a private offering and sale of $ 172.0 million of VOI receivable-backed notes (the “2022 Term Securitization”). The 2022 Term Securitization consisted of the issuance of three tranches of VOI receivable-backed notes (collectively, the “Notes”) as follows: $ 71.0 million of Class A Notes, $ 56.5 million of Class B Notes, and $ 44.5 million of Class C Notes. The interest rates on the Class A Notes, Class B Notes and Class C Notes are 4.12 %, 4.61 % and 5.35 %, respectively, which blends to an overall weighted average note interest rate of approximately 4.60 %. The gross advance rate for this transaction was 88.3 %. The Notes mature in September 2037. Approximately $ 194.7 million of VOI receivables were sold to BXG Receivables Note Trust 2022-A (the “Trust”) in the transaction. The gross proceeds of such sales to the Trust were $ 171.9 million. A portion of the proceeds were used to: repay $ 53.2 million under the Syndicated Warehouse Facility, representing all amounts outstanding under the facility at that time; repay $ 11.0 million under the Liberty Bank Facility; repay $ 16.1 million under the Pacific Western Bank Facility; capitalize a reserve fund; and pay fees and expenses associated with the transaction. Prior to the closing of the 2022 Term Securitization, Bluegreen, as servicer, funded $ 4.9 million in connection with the servicer redemption of the notes related to the 2013 Term Securitization, and certain of the VOI notes in such trust were sold to the Trust in connection with the 2022 Term Securitization. The remainder of the gross proceeds from the 2022 Term Securitization were used for general corporate purposes. Subject to performance of the collateral, Bluegreen will receive any excess cash flows generated by the receivables transferred under the 2022 Term Securitization (excess meaning after payments of customary fees, interest and principal under the 2022 Term Securitization) on a pro-rata basis as borrowers make payments on their VOI loans. While ownership of the VOI receivables included in the 2022 Term Securitization is transferred and sold for legal purposes, the transfer of these receivables is accounted for as a secured borrowing for financial accounting purposes. Accordingly, no gain or loss was recognized as a result of the transaction. In connection with the 2022 Term Securitization, we repaid in full the 2013 Term Securitization notes payable during April 2022. Other Non-Recourse Receivable-Backed Notes Payable . In addition to the above described facilities, Bluegreen has a number of other nonrecourse receivable-backed notes payable facilities, as set forth in the table above. During 2022 and 2021, Bluegreen repaid $ 92.9 million and $ 57.9 million, respectively, under these additional receivable-backed notes payable facilities. Junior Subordinated Debentures Woodbridge Holdings Corporation (“Woodbridge”), the wholly owned subsidiary of the Company through which the Company holds its investment in Bluegreen, and Bluegreen have each 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 Woodbridge and Bluegreen are not the primary beneficiaries. Accordingly, the Company and its subsidiaries do not consolidate the operations of the Trusts; instead, the beneficial interests in the Trusts are accounted for under the equity method of accounting. The maximu m exposure to loss as a result of Woodbridge and Bluegreen’s involvement with the Trusts is limited to the carrying amount of the equity method investment. Included in other assets in the Company’s balance sheets as of December 31, 2022 and 2021 was $ 2.1 million and $ 2.0 million, respectively, of equity in the Trusts. Interest on the junior subordinated debentures and distributions on the trust preferred securities are payable quarterly in arrears at the same interest rate. Financial data relating to the Company’s junior subordinated debentures was as follows (dollars in thousands): December 31, 2022 December 31, 2021 Carrying Effective Interest Carrying Effective Interest Maturity Amounts Rates (1) Amounts Rates (1) Years (2) Woodbridge - Levitt Capital Trusts I - IV $ 66,302 7.47 - 8.21 % $ 66,302 3.93 - 4.07 % 2035 - 2036 Bluegreen Statutory Trusts I - VI 104,595 8.52 - 9.26 % 104,595 4.93 - 5.12 % 2035 - 2037 Unamortized debt issuance costs ( 914 ) ( 985 ) Unamortized purchase discount ( 33,972 ) ( 34,972 ) Total junior subordinated debentures $ 136,011 $ 134,940 (1) The junior subordinated debentures bear interest at three-month LIBOR (subject to quarterly adjustment) plus a spread ranging from 3.80 % to 4.85 %. (2) As of December 31, 2022 and 2021, all of the junior subordinated debentures were eligible for redemption by the Company. During February 2021, Bluegreen purchased BST II trust preferred securities having a par value of $ 6.1 million for approximately $ 4.0 million and delivered such securities to the trust in exchange for the cancellation of $ 6.1 million of Bluegreen’s junior subordinated debentures held by BST II. Availability As of December 31, 2022, the Company was in compliance with all financial debt covenants under its debt instruments. As of December 31, 2022, the Company had availability of approximately $ 430.5 million under its receivable-backed purchase and credit facilities, inventory renovation loans and corporate credit line, subject to eligible collateral and the terms of the facilities, as applicable. Note payable to BBX Capital, Inc. In September 2020, the Company spun-off its subsidiary, BBX Capital. As a result of the spin-off, BBX Capital became a separate publicly traded company. In connection with the spin off, the Company issued a $ 75.0 million note payable to BBX Capital that accrues interest at a rate of 6 % per annum and requires payments of interest on a quarterly basis. Under the terms of the note, the Company has the option in its discretion to defer interest payments under the note, with interest on the outstanding balance thereafter to accrue at a compounded rate of 8 % per annum until such time as all accrued payments under the note are brought current, including deferred interest. In December 2021, the Company repaid $ 25.0 million of the note payable to BBX Capital, leaving a remaining balance as of both December 31, 2022 and 2021 of $ 50.0 million. All outstanding amounts under the note will become due and payable in September 2025 or earlier upon the occurrence of certain events. As of both December 31, 2022 and 2021, there was no accrued interest payable in connection with this note payable. |