Annual report pursuant to Section 13 and 15(d)

Notes Payable And Other Borrowings

v3.20.4
Notes Payable And Other Borrowings
12 Months Ended
Dec. 31, 2020
Notes Payable And Other Borrowings [Abstract]  
Notes Payable And Other Borrowings

11.     Notes Payable and Other Borrowings



The table below sets forth information regarding the Company’s notes payable and other borrowings (dollars in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

December 31, 2020

 

December 31, 2019



 

 

 

 

 

 

 

Carrying

 

 

 

 

 

 

 

Carrying



 

 

 

 

 

 

 

Amount of

 

 

 

 

 

 

 

Amount of



 

Debt

 

Interest

 

Pledged

 

Debt

 

Interest

 

Pledged



 

Balance

 

Rate

 

Assets

 

Balance

 

Rate

 

Assets

Community Development District Obligations      

 

$

27,565 

 

 

4.25-6.00%

 

$

42,230 

 

$

29,287 

 

 

4.25-6.00%

 

$

49,352 

TD Bank Term Loan and Line of Credit

 

 

45,573 

 

 

3.30% 

 

 

(1)

 

 

6,826 

 

 

5.00% 

 

 

(1)

Banc of America Leasing & Capital Equipment Note

 

 

 —

 

 

 —

 

 

 —

 

 

355 

 

 

4.75% 

 

 

(2)

Bank of America Revolving Line of Credit

 

 

 —

 

 

 —

 

 

 —

 

 

2,000 

 

 

3.24% 

 

 

 —

Unsecured Note (3)

 

 

 —

 

 

 —

 

 

 —

 

 

3,400 

 

 

6.00% 

 

 

 —

Centennial Bank Note (4)

 

 

1,428 

 

 

5.25% 

 

 

1,840 

 

 

1,469 

 

 

5.25% 

 

 

1,892 

Other

 

 

43 

 

 

4.22% 

 

 

 —

 

 

223 

 

 

15.00% 

 

 

 —

Unamortized debt issuance costs

 

 

(1,126)

 

 

 

 

 

 

 

 

(824)

 

 

 

 

 

 

Total notes payable and other borrowings

 

$

73,483 

 

 

 

 

 

 

 

$

42,736 

 

 

 

 

 

 



(1)

The collateral is a blanket lien on Renin’s assets.

(2)

The collateral is a security interest in the equipment financed by the underlying note. Additionally, IT’SUGAR is guarantor on the note.

(3)

BBX Capital was guarantor on the note prior to BBXRE’s repayment of the note in December 2019.

(4)

BBX Capital is guarantor of the note.



Community Development District Obligations  – A community development district or similar development authority (“CDD”) is a unit of local government created under various state and/or local statutes to encourage planned community development and allow for the construction of infrastructure improvements through alternative financing sources, including the tax-exempt bond markets. A CDD is generally created through the approval of the local city or county in which the CDD is located and is controlled by a board of supervisors representing the landowners within the CDD. In connection with BBXRE’s development of the Beacon Lakes Community, The Meadow View at Twin Creeks CDD (the “Beacon Lakes CDD”) was formed by St. Johns County, Florida to use bond financing to fund the construction of infrastructure improvements at the Beacon Lakes Community. The Beacon Lakes CDD issues bonds periodically to fund ongoing construction of the Beacon Lakes Community, and in May 2020, February 2019, November 2018, and November 2016, the Beacon Lakes CDD issued bonds in the amount of $8.6 million, $8.1 million, $16.5 million, and $21.4 million, respectively.



The obligation to pay principal and interest on the bonds issued by the Beacon Lakes CDD is assigned to each parcel within the CDD, and the Beacon Lakes CDD has a lien on each parcel. If the owner of the parcel does not pay this obligation, the Beacon Lakes CDD can foreclose on the lien. The CDD bond obligations, including interest and the associated lien on the property, are typically payable, secured, and satisfied by revenues, fees, or assessments levied on the property benefited. The assessments to be levied by the CDD are fixed or determinable amounts.



The CDD bond obligations outstanding as of December 31, 2020 have fixed interest rates ranging from 4.25% to 6.00% and mature at various times during the years 2026 through 2051. The Company at its option has the ability to repay a specified portion of the bonds at the time that it sells developed lots in the Beacon Lakes Community.



Upon the issuance of CDD bond obligations by the Beacon Lakes CDD, the Company records an obligation for the CDD bond obligations with a corresponding increase in other assets. The CDD bonds are secured by a lien on the Beacon Lakes property, which is included in real estate in the Company’s consolidated statement of financial condition and had a carrying amount of $40.8 million as of December 31, 2020. The Company relieves the CDD bond obligation associated with a particular parcel when the purchaser of the property assumes the obligation, which occurs automatically upon such purchaser’s acquisition of the property, or upon the repayment  of the obligation by the Company. Included in other assets in the Company’s consolidated statements of financial condition as of December 31, 2020 and 2019 was $1.4 million and $0.8 million, respectively, of construction funds receivable from the issuance of CDD bond obligations that the Company does not have the right of setoff on its CDD bond obligations. Construction funds receivable associated with the CDD bond obligations are reduced with a corresponding increase in real estate inventory when the CDD disburses the funds to contractors for the construction of infrastructure improvements.



Toronto-Dominion Bank (“TD Bank”) Term Loan and Operating Loan  Since May 2017, Renin has maintained a credit facility with TD Bank, and in October 2020, Renin amended and restated the facility in connection with the acquisition of Colonial Elegance.



Under the terms and conditions of the previous credit facility, TD Bank provided loans under a revolving operating loan for up to approximately $16.3 million based on available collateral, as defined in the facility, and subject to Renin’s compliance with the terms and conditions of the facility, including certain specific financial covenants. Through February 2020, the credit facility also provided for term loans for up to $1.7 million. However, in February 2020, the credit facility was amended to replace the existing debt service coverage ratio with an interest coverage ratio, and in connection with the amendment to the credit facility, Renin repaid the outstanding balance of the term loans with borrowings from the revolving operating loan. In July 2020, the credit facility was also amended to extend the maturity date of the facility from September 2020 to September 2022.



In October 2020, the credit facility with TD Bank was amended and restated to include a $30.0 million term loan, increase the availability under the revolving operating loan to $20 million, and extend the maturity of the facility to October 2025. Renin utilized $30.0 million of proceeds under the term loan and approximately $8.0 million of proceeds under the revolving operating loan in connection with the acquisition of Colonial Elegance. The amount outstanding on the revolving operating loan was $15.6 million as of December 31, 2020.



Amounts outstanding under the term loan and revolving operating loan bear interest at (i) the Canadian Prime Rate plus a spread between 1.375% to 1.875% per annum, (ii) the United States Base Rate plus a spread between 1.00% to 1.50% per annum, or (iii) LIBOR or Canadian Bankers Acceptance Rate, in each case plus a spread between 2.875% to 3.375% per annum, with the spreads applicable to each rate depending on Renin’s total leverage. In addition to ongoing payments of interest under the term loan and revolving operating loan, the term loan requires quarterly payments of principal based on a stated percentage of the original principal amount of $30.0 million, with approximately 37.5% of the original principal amount due at maturity in October 2025.



Pursuant to the terms and conditions of the amended and restated credit facility, Renin is required to comply with certain financial covenants, including a maximum total leverage ratio and a minimum total fixed charge coverage ratio determined quarterly. The credit facility also contains other affirmative and negative covenants believed to be customary, including those that may, among other things, limit Renin’s ability to make distributions to the Company and engage in certain transactions, including asset acquisitions or dispositions, mergers, consolidations, and similar transactions.



Renin has guaranteed the obligations of the borrowers under the credit facility, and the facility is collateralized by all of Renin’s assets. In addition, the Company entered into a Pledge Agreement pursuant to which it pledged all of its membership interests in Renin as security for the borrower’s obligations under the amended and restated credit facility.



As of December 31, 2020, there was $4.4 million available to Renin under the TD Bank revolving line of credit, subject to available collateral and the terms of the facility, and Renin was in compliance with all financial debt covenants under the credit facility.  However, the effects of the COVID-19 pandemic on Renin’s operations could impact its ability to remain in compliance with the financial covenants and the extent of availability under its credit facility with TD Bank in future periods. If Renin is unable to maintain compliance with its debt covenants or obtain waivers if it is not in compliance with such covenants, Renin will no longer be able to access its revolving line of credit, may have to repay all or a portion of its borrowings prior to the scheduled maturity date, and/or provide additional collateral for such borrowings, any of which would have a material adverse effect on the Company’s liquidity, financial position, and results of operations. 



Banc of America Leasing & Capital Equipment Note  – In September 2018, IT’SUGAR entered into a Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC which sets forth the terms and conditions pursuant to which IT’SUGAR may borrow funds to purchase equipment under one or more equipment security notes. The agreement contains customary representations and covenants. Each equipment note constitutes a separate, distinct, and independent financing of equipment, is secured by a security interest in the purchased equipment, and is an unconditional contractual obligation of IT’SUGAR. As of December 31, 2020, there was one equipment note outstanding with a balance of $0.2 million. The equipment note bears interest at a fixed rate of 4.75% per annum and is payable in 36 consecutive monthly principal and interest installments of $18,516 with a maturity date of September 2021. The equipment note is subject to a prepayment charge equal to one percent of the amount prepaid multiplied by the number of years or fraction thereof for the then remaining equipment note term.



Bank of America Revolving Line of Credit  – In August 2018, IT’SUGAR entered into a revolving credit facility with Bank of America. Under the terms and conditions of the credit facility, Bank of America agreed to provide a revolving line of credit to IT’SUGAR for up to $4.0 million based on available collateral, as defined by the credit facility, and subject to IT’SUGAR’s compliance with the terms and conditions of the credit facility, including certain specific financial covenants. The revolving credit facility was available through August 2021, and amounts outstanding bear interest at a LIBOR daily floating rate plus 1.50% or a monthly LIBOR rate subject to the terms and conditions of the credit facility. Payments of interest only are payable monthly. 



In May 2020, a wholly-owned subsidiary of BBXRE purchased IT’SUGAR’s revolving line of credit and equipment note facility from the respective lenders for the outstanding principal balance of the loans plus accrued interest and subsequently advanced an additional $2.0 million to IT’SUGAR pursuant to the terms of the loans. As the Company paid the respective third party lenders and was relieved of its obligations to such lenders under the respective debt arrangements, the Company derecognized the liabilities in its consolidated financial statements in connection with the purchase of the loans by the wholly-owned subsidiary of BBXRE. However, as described in Note 23, as a result of IT’SUGAR filing the Bankruptcy Cases and the Company deconsolidating IT’SUGAR, the loans held by the subsidiary of BBXRE are no longer eliminated in consolidation and are included in investment in and advances to IT’SUGAR in the Company’s statements of financial condition as of December 31, 2020.  



Unsecured Note – In October 2017, a wholly-owned subsidiary of BBXRE issued a $3.4 million unsecured note to the seller of real estate to the Chapel Trail joint venture, in which the subsidiary has a 46.75% equity interest. The issuance of the unsecured note was part of the subsidiary’s initial capital contribution to the venture. The note was not secured by the Company’s equity interest in the joint venture or the venture’s underlying property, and BBX Capital guaranteed the repayment of the unsecured note. The unsecured note accrued interest at a fixed rate of 6.0% per annum, with monthly interest only payments, and was scheduled to mature in October 2022. In February 2020, the Company repaid the outstanding balance of the unsecured note.



Centennial Bank Note – In October 2014, Hoffman’s Chocolates issued a $1.7 million note payable to Centennial Bank. The note is secured by land and buildings owned by Hoffman’s Chocolates, and BBX Capital and BBX Sweet Holdings have guaranteed the repayment of the note. The note requires monthly principal and interest payments based upon a 25 year amortization schedule and matures in October 2024.     



Scheduled Minimum Principal Payments on Notes Payable and Other Borrowings



The table below sets forth the contractual minimum principal payments of the Company’s notes payable and other borrowings during each of the five years subsequent to December 31, 2020 and thereafter (in thousands):





 

 

 



 

 

 



 

Notes Payable and Other Borrowings

2021

 

$

2,643 

2022

 

 

3,490 

2023

 

 

4,275 

2024

 

 

6,468 

2025

 

 

32,643 

Thereafter

 

 

25,090 



 

 

74,609 

Unamortized debt issuance costs

 

 

(1,126)

Total Debt

 

$

73,483 



The minimum contractual payments set forth in the table above may differ from actual payments due to the timing of principal payments required upon the sale of real estate assets or other assets that serve as collateral on certain debt.



Debt Compliance



As of December 31, 2020, BBX Capital and its subsidiaries were in compliance with all financial debt covenants under its debt instruments.