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, 2021 and thereafter are shown below (in thousands): Notes payable and other borrowings Note payable to BBX Capital, Inc. Recoursereceivable-backednotespayable Non-recoursereceivable-backed notes payable Juniorsubordinateddebentures Total2022 $ 7,500 $ — $ — $ — $ — $ 7,5002023 8,125 — — — — 8,1252024 82,500 — 4,337 42,994 — 129,8312025 — 50,000 7,372 — — 57,3722026 — — 30,705 — — 30,705Thereafter — — 33,867 247,609 170,897 452,373Unamortized debt issuance costs (1,000) — — (4,230) (985) (6,215)Adjustment (1) — — (53,781) 53,781 — —Purchase accounting adjustment — — — — (34,972) (34,972) Total $ 97,125 $ 50,000 $ 22,500 $ 340,154 $ 134,940 $ 644,719 (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) as of December 31, 2021 and 2020 was as follows (dollars in thousands): As of December 31, 2021 2020 Balance InterestRate CarryingAmount ofPledgedAssets Balance InterestRate CarryingAmount ofPledgedAssetsNBA Éilan Loan $ — - $ — $ 15,903 4.75% $ 28,491Fifth Third Syndicated LOC 10,000 2.25% 21,243 30,000 2.25% 50,822Fifth Third Syndicated Term 88,125 2.25% 187,207 93,750 2.25% 158,817Unamortized debt issuance costs (1,000) — (1,267) —Total $ 97,125 $ 208,450 $ 138,386 $ 238,130 NBA Éilan Loan. In April 2018, Bluegreen purchased the Éilan Hotel & Spa in San Antonio, Texas for $34.3 million. In connection with the acquisition, Bluegreen entered into a non-revolving acquisition loan (the “NBA Éilan Loan”) with NBA, which provided for advances of up to $27.5 million, $24.3 million of which was used to fund the acquisition of the resort and $2.1 million of which was used to fund certain improvement costs. In March 2021, the then-outstanding balance of $15.6 million on the NBA Éilan Loan was repaid in full. Fifth Third Syndicated Line-of-Credit and Fifth Third Syndicated Term Loan. Bluegreen’s Corporate Credit Facility includes 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 Line-of-Credit”). In February 2022, Bluegreen amended and increased the Corporate Credit 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, including amounts outstanding prior to the amendment and restatement and future 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 and restatement). The amendment also extended the maturity date from October 2024 to February 2027. Fifth Third Bank acts as administrative agent, lead arranger, and participating lender. In addition, certain other banks participate as lenders. 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. Receivable-Backed Notes Payable Financial data related to our receivable-backed notes payable facilities was as follows (dollars in thousands): As of December 31, 2021 2020 DebtBalance InterestRate PrincipalBalance ofPledged/SecuredReceivables DebtBalance InterestRate PrincipalBalance ofPledged/SecuredReceivablesReceivable-backed notes payable - recourse: Liberty Bank Facility (1) $ 5,000 3.00% $ 7,198 $ 10,000 3.40% $ 13,970NBA Receivables Facility (2) 10,000 3.00% 15,396 19,877 3.32% 26,220Pacific Western Facility (3) 7,500 3.00% 11,265 8,623 3.15% 13,131Total 22,500 33,859 38,500 53,321 Receivable-backed notes payable - non-recourse: Liberty Bank Facility (1) $ 17,965 3.00% $ 25,864 $ 2,316 3.40% $ 3,235NBA Receivables Facility (2) 18,910 3.00% 29,114 11,985 3.32% 15,809Pacific Western Facility (3) 16,906 3.00% 25,394 — — —KeyBank/DZ Purchase Facility 42,994 2.50% 53,623 — — —Quorum Purchase Facility 19,425 4.95-5.10% 22,690 29,788 4.75-5.10% 34,6512013 Term Securitization 6,023 3.20% 6,965 11,922 3.20% 13,4832015 Term Securitization 14,163 3.02% 15,009 22,560 3.02% 24,4752016 Term Securitization 24,727 3.35% 27,166 35,700 3.35% 40,2212017 Term Securitization 37,430 3.12% 42,452 51,470 3.12% 58,9072018 Term Securitization 53,919 4.02% 61,269 72,486 4.02% 84,4542020 Term Securitization 91,922 2.60% 105,023 123,600 2.60% 139,052Unamortized debt issuance costs (4,230) — — (5,994) — —Total 340,154 414,569 355,833 414,287Total receivable-backed debt $ 362,654 $ 448,428 $ 394,333 $ 467,608 (1)As of December 31, 2021 and 2020, recourse on the Liberty Bank Facility was limited to $5.0 million and $10.0 million, respectively, subject to certain exceptions, as discussed below.(2)As of December 31, 2021 and 2020, recourse on the NBA Receivables Facility was limited to $10.0 million and $19.9 million, respectively, subject to certain exceptions, as discussed below.(3)As of December 31, 2021 and 2020, recourse on the Pacific Western Facility was limited to $7.5 million and $8.6 million, respectively subject to certain exceptions, as discussed below. 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. In August 2021, the facility was amended to extend the revolving credit period from September 2021 to June 2024 and extend the maturity from June 2024 to June 2026. As described in further detail below, the amendment among other things, also increased the advance rates, decreased the interest rate on future borrowings, and decreased the recourse amount. The advance rate with respect to Qualified Timeshare Loans is 85% (an increase from the 80% advance rate in place prior to the August 2021 amendment) of the unpaid principal balance of the Qualified Timeshare Loans. The advance rate is 70% (an increase from the 60% advance rate in place prior to the August 2021 amendment) of the unpaid principal balance of Non-Conforming Qualified Timeshare Loans. The interest rate on borrowings incurred following the August 2021 amendment is the Prime Rate minus 0.50% with a floor of 3.00%. Recourse to Bluegreen under the amended 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”). The revolving advance period expires in September 2023 and the facility matures in March 2028. In addition, the interest rate on advances made under the amended 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. Recourse to Bluegreen/Big Cedar under the facility is limited to $10.0 million as of December 31, 2021. 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. In July 2021, Bluegreen amended and restated the facility, which increased the maximum outstanding borrowings from $40.0 million to $50.0 million, subject to eligible collateral and customary terms and conditions; extended the revolving advance period from September 2021 to September 2024; and extended the maturity from September 2024 to 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 ( an increase from the 53% advance rate prior to the amendment). Borrowings under the facility through September 2021 bear interest at the 30-day Libor rate plus 2.75%, subject to a 3.00% floor. Borrowings under the facility after September 2021 bear interest at the 30-day Libor rate plus 2.50%, subject to a 2.75% floor. Recourse to Bluegreen under the facility is limited to $7.5 million at December 31, 2021. 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 balance being due by maturity. KeyBank/DZ Purchase Facility. Bluegreen has an $80.0 million 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 provides for an advance rate of 80% with respect to VOI receivables securing amounts financed. The KeyBank/DZ Purchase Facility’s advance period expires in December 2022 and will mature and all outstanding amounts will become due 24 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 under the facility is the applicable index rate plus 2.25% (with an interest rate floor of 0.25%) until the expiration of the revolving advance period and thereafter will equal the applicable index rate plus 3.25% (with an interest rate floor of 0.25%). 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”), pursuant to which Quorum has agreed to purchase eligible VOI notes receivable, subject to certain conditions precedent and other terms of the facility. The Quorum Purchase Facility’s advance period expires in December 2022 and the facility matures in December 2034. The interest rate on each advance is set at the time of funding based on rates mutually agreed upon by the parties. Of the amounts outstanding under the Quorum Purchase Facility at December 31, 2021, $10.7 million bears interest at a rate per annum of 4.95% and $8.8 million bears interest at a fixed rate of 5.10%. 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. 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. 2020 Term Securitization. In October 2020, Bluegreen completed the 2020-A Term Securitization, a private offering and sale of $131.0 million of investment-grade, VOI receivable backed notes (the “Notes”), including $48.6 million of Class A Notes, $47.9 million of Class B Notes and $34.5 million of Class C Notes with interest rates of 1.55%, 2.49%, and 4.22%, respectively, which blends to an overall interest rate of approximately 2.60%. The gross advance rate for this transaction was 88.0%. The Notes mature in February 2036. The amount of the VOI receivables sold to BXG Receivables Note Trust 2020-A (the “Trust”) was $148.9 million, $138.9 million of which was sold to the Trust at closing and the remaining $10.0 million of which was sold to the Trust by December 30, 2020. The gross proceeds of such sales to the Trust were $131.0 million. A portion of the proceeds received at closing were primarily used to pay down borrowings on certain receivable-backed notes payable and general corporate operating expenses. While ownership of the VOI receivables included in the 2020-A 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 this transaction. 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 2021 and 2020, Bluegreen repaid $57.9 million and $67.8 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 maximum 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, 2021 and 2020 was $2.0 million and $2.1 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. The table below sets forth information regarding the Company’s junior subordinated debentures (dollars in thousands): December 31, 2021 December 31, 2020 Effective Effective Carrying Interest Carrying Interest MaturityAmounts Rates (1) Amounts Rates (1) Years (2)Woodbridge - Levitt Capital Trusts I - IV $ 66,302 3.93 – 4.07% $66,302 4.01 - 4.04% 2035 - 2036Bluegreen Statutory Trusts I - VI 104,595 4.93 - 5.12% 110,827 5.01 - 5.12% 2035 - 2037Unamortized debt issuance costs (985) (1,057) Unamortized purchase discount (34,972) (37,895) Total junior subordinated debentures$ 134,940 $ 138,177 (1)The junior subordinated debentures bear interest at three-month LIBOR (subject to quarterly adjustment) plus a spread ranging from 3.93% to 5.12%.(2)As of December 31, 2021 and 2020, 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, 2021, the Company was in compliance with all financial debt covenants under its debt instruments. As of December 31, 2021, we had availability of approximately $266.1 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. Note payable to BBX Capital, Inc. In connection with its spin-off of BBX Capital in September 2020, 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, we have the option in our 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 the Company is current on all accrued payments under the note, 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 December 31, 2021 of $50.0 million. All outstanding amounts under the note will become due and payable in September 2025 or earlier upon certain events. As of December 31, 2021, there was no accrued interest payable in connection with this note payable. As of December 31, 2020, $1.1 million of accrued interest payable is included in other liabilities in the Company’s consolidated statement of financial condition as of such date in connection with this note payable. |