SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
(MARK ONE) |
|
|
|
|
|
ý - |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
|
|
|
For the Quarterly period ended June 30, 2003 |
|
|
|
|
or |
|
|
|
|
|
o - |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
|
|
Commission File Number: 0-19292 |
|
BLUEGREEN CORPORATION
(Exact name of registrant as specified in its charter)
|
Massachusetts |
|
03-0300793 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
|
|
|
|
|
4960 Conference Way North, Suite 100, Boca Raton, Florida |
|
33431 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
|
|
(561) 912-8000 |
||
|
(Registrant’s telephone number, including area code) |
||
|
|
|
|
|
|
|
|
|
(Former name, former address and former fiscal year, if changed since last report) |
||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 12, 2003, there were 27,368,396 shares of Common Stock, $.01 par value per share, issued, 2,755,300 treasury shares and 24,613,096 shares outstanding.
BLUEGREEN
CORPORATION
Index to Quarterly Report on Form 10-Q
Note: The terms “Bluegreen” and “Bluegreen Vacation Club” are registered in the U.S. Patent and Trademark office by Bluegreen Corporation.
2
PART I - FINANCIAL INFORMATION
BLUEGREEN CORPORATION
Condensed Consolidated Balance Sheets
(amounts in thousands, except per share data)
|
|
|
June 30, |
|
December 31, |
|
||
|
|
|
(Unaudited) |
|
(Note) |
|
||
|
ASSETS |
|
|
|
|
|
||
|
Cash and cash equivalents (including restricted cash of approximately $33,328 and $20,551 at June 30, 2003 and December 31, 2002, respectively) |
|
$ |
56,922 |
|
$ |
46,905 |
|
|
Contracts receivable, net |
|
30,666 |
|
16,230 |
|
||
|
Notes receivable, net |
|
70,474 |
|
61,795 |
|
||
|
Inventory, net |
|
191,593 |
|
173,131 |
|
||
|
Prepaid expenses |
|
12,951 |
|
11,630 |
|
||
|
Retained interests in notes receivable sold |
|
55,764 |
|
44,228 |
|
||
|
Property and equipment, net |
|
53,699 |
|
51,787 |
|
||
|
Intangible assets |
|
11,366 |
|
13,269 |
|
||
|
Other assets |
|
15,601 |
|
15,017 |
|
||
|
Total assets |
|
$ |
499,036 |
|
$ |
433,992 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Liabilities |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
6,869 |
|
$ |
5,878 |
|
|
Accrued liabilities and other |
|
44,391 |
|
31,537 |
|
||
|
Deferred income |
|
24,637 |
|
19,704 |
|
||
|
Deferred income taxes |
|
37,374 |
|
31,208 |
|
||
|
Receivable-backed notes payable |
|
19,101 |
|
5,360 |
|
||
|
Lines-of-credit and notes payable |
|
50,891 |
|
34,409 |
|
||
|
10.50% senior secured notes payable |
|
110,000 |
|
110,000 |
|
||
|
8.25% convertible subordinated debentures |
|
34,371 |
|
34,371 |
|
||
|
Total liabilities |
|
327,634 |
|
272,467 |
|
||
|
|
|
|
|
|
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Minority interest |
|
3,965 |
|
3,242 |
|
||
|
|
|
|
|
|
|
||
|
Shareholders’ Equity |
|
|
|
|
|
||
|
Preferred stock, $.01 par value, 1,000 shares authorized; none issued |
|
— |
|
— |
|
||
|
Common stock, $.01 par value, 90,000 shares authorized; 27,353 and 27,343 shares issued at June 30, 2003 and December 31, 2002, respectively |
|
274 |
|
273 |
|
||
|
Additional paid-in capital |
|
123,559 |
|
123,535 |
|
||
|
Treasury stock, 2,756 common shares at cost at both June 30, 2003 and December 31, 2002 |
|
(12,885 |
) |
(12,885 |
) |
||
|
Accumulated other comprehensive income, net of income taxes |
|
1,236 |
|
460 |
|
||
|
Retained earnings |
|
55,253 |
|
46,900 |
|
||
|
Total shareholders’ equity |
|
167,437 |
|
158,283 |
|
||
|
Total liabilities and shareholders’ equity |
|
$ |
499,036 |
|
$ |
433,992 |
|
Note: The condensed consolidated balance sheet at December 31, 2002 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
See accompanying notes to condensed consolidated financial statements.
3
BLUEGREEN CORPORATION
Condensed Consolidated Statements of
Operations
(amounts
in thousands, except per share data)
(unaudited)
|
|
|
Three Months Ended |
|
||||
|
|
|
June 30, |
|
June 30, |
|
||
|
|
|
|
|
(Restated) |
|
||
|
Revenues: |
|
|
|
|
|
||
|
Sales |
|
$ |
86,026 |
|
$ |
71,113 |
|
|
Other resort and communities operations revenue |
|
14,831 |
|
6,711 |
|
||
|
Interest income |
|
4,112 |
|
3,763 |
|
||
|
Gain on sale of notes receivable |
|
1,323 |
|
1,231 |
|
||
|
Other income, net |
|
551 |
|
— |
|
||
|
|
|
106,843 |
|
82,818 |
|
||
|
Costs and expenses: |
|
|
|
|
|
||
|
Cost of sales |
|
26,273 |
|
24,967 |
|
||
|
Cost of other resort and communities operations |
|
14,560 |
|
5,719 |
|
||
|
Selling, general and administrative expenses |
|
50,497 |
|
40,456 |
|
||
|
Interest expense |
|
2,972 |
|
3,223 |
|
||
|
Provision for loan losses |
|
1,699 |
|
1,081 |
|
||
|
Other expense, net |
|
— |
|
459 |
|
||
|
|
|
96,001 |
|
75,905 |
|
||
|
|
|
|
|
|
|
||
|
Income before provision for income taxes and minority interest |
|
10,842 |
|
6,913 |
|
||
|
Provision for income taxes |
|
4,174 |
|
2,661 |
|
||
|
Minority interest in income of consolidated subsidiary |
|
442 |
|
104 |
|
||
|
Income before cumulative effect of a change in accounting principle |
|
6,226 |
|
4,148 |
|
||
|
Cumulative effect of a change in accounting principle, net of income taxes (Note 1) |
|
— |
|
(5,929 |
) |
||
|
Minority interest in cumulative effect of change in accounting principle, net of income taxes |
|||||||