SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
(No fee required, effective October 7, 1996)
For the fiscal year ended December 31, 2001
|_| Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
(No fee required)
For the transition period from ______________________to___________________
Commission file number 0-19292
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below
Bluegreen Corporation Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office
Bluegreen Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431
Bluegreen Corporation
Retirement Savings Plan
INDEX TO ANNUAL REPORT ON FORM 11-K
Report of Independent Certified Public Accountants.............................1
Financial Statements
Statements of Net Assets Available for Benefits................................2
Statement of Changes in Net Assets Available for Benefits......................3
Notes to Financial Statements..................................................4
Supplemental Schedule
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)..................8
SIGNATURES.....................................................................9
EXHIBIT 23 - CONSENT OF ERNST & YOUNG LLP....................................10
Report of Independent Certified Public Accountants
Plan Administrator
Bluegreen Corporation Retirement
Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Bluegreen Corporation Retirement Savings Plan (the Plan) as of December 31,
2001 and 2000, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2001. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2001 is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
ERNST & YOUNG LLP
West Palm Beach, FL
June 20, 2002
1
Bluegreen Corporation
Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31
2001 2000
---------- ----------
Assets
Investments, at fair value $6,722,908 $6,582,815
Contributions receivable:
Participants -- 28,427
Employer 226,008 --
---------- ----------
Total receivables 226,008 28,427
---------- ----------
Total assets 6,948,916 6,611,242
Liabilities
Excess contributions refundable 120,936 46,490
---------- ----------
Net assets available for benefits $6,827,980 $6,564,752
========== ==========
See accompanying notes.
2
Bluegreen Corporation
Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
Additions:
Interest and dividend income $ 40,356
Contributions:
Participants 1,820,458
Employer 226,008
----------
Total additions 2,086,822
Deductions:
Net depreciation in fair value of investments 923,776
Benefits paid to participants 868,189
Administrative expenses 31,629
----------
Net increase 263,228
Net assets available for benefits at beginning of year 6,564,752
----------
Net assets available for benefits at end of year $6,827,980
==========
See accompanying notes.
3
Bluegreen Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2001
1. Description of the Plan
General
The following description of the Bluegreen Corporation Retirement Savings Plan
(the Plan) provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions. Copies of this document are available from Bluegreen Corporation
(the Company). The Plan, which became effective March 31, 1992, is a defined
contribution plan covering all employees of the Company except those employees
that are leased or treated as independent contractors, as defined by the Plan,
and who have completed one year of service and are age 21 or older. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions and Vesting
Participant contributions cannot exceed 18% of a participant's compensation or
Internal Revenue Code (the Code) guidelines. The Company's contribution is
determined annually and is equal to a percentage determined at the Company's
discretion of the participant's contributions. The Company shall not match in
excess of 6% of the participant's compensation. Effective January 1, 2001, the
Company amended the Plan to in addition to the aforementioned match provide a
fixed-rate matching contribution equal to 50% of the first 3% of a participant's
contribution with an annual limit of $1,000.
Participants vest in Company contributions at a rate of 25% each year upon
completion of two years of service, resulting in 100% vesting after five years
of continuous service.
Participant Accounts
Each participant's account is credited with the participant's contributions,
Company contributions and an allocation of Plan investment results and
forfeitures of nonvested amounts. Company contributions are allocated based on
the participant's contributions relative to total participant contributions
during the plan year. Allocations of Plan earnings and forfeitures are based on
individual account balances relative to the entire fund options. The benefit to
which a participant is entitled is the benefit that can be provided by the
participant's vested account balance.
4
Bluegreen Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Loans to Participants
The Plan allows participants to borrow against their vested account balances.
Each loan will bear a reasonable interest rate determined by the Company in
accordance with the Plan provisions, as defined. The maximum amount available
for loans is the lesser of $50,000 or 50% of the participant's vested account
balance. However, if a participant's vested account balance is $20,000 or less,
then the maximum amount available for loan is the lesser of $10,000 or 100% of
the participant's vested account balance. Loan repayment periods are for a
maximum of five years unless the loan is for the purchase of a primary
residence. Loans are repaid through payroll deductions.
Benefits
Upon attainment of retirement age, disability, death or termination of
employment, a distribution of the vested account balance is made to the
participant or named beneficiary. Distributions can be made in lump sum, life
annuities, joint and 50% survivor annuities and in kind for the portion of the
participant's account that is invested in the Company's stock, as defined in the
Plan.
Hardship withdrawals, as defined in the Code, are permitted only from employer
elective deferrals and eligible earnings thereon.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would become 100% vested in their accounts.
5
Bluegreen Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies
Basis of Presentation
The Plan's financial statements have been prepared on the accrual basis of
accounting.
Valuation of Investments
Investments in mutual funds are stated at fair value based on quoted market
prices, which represents the net asset values of shares held by the Plan at
year-end. The participant loans are valued at their outstanding balances, which
approximate fair value.
Administrative Expenses
Administrative expenses, comprised primarily of trustee and accounting fees, are
paid directly by the Company. The Plan pays expenses related to the management
of the Plan's investments.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
6
Bluegreen Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments
STI Trust & Investments Operations, Inc. (the Trustee) holds the Plan's
investment assets and executes the transactions therein.
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows at December 31:
2001 2000
----------------------------
SunTrust Stable Asset Fund $ 722,450 $ 388,337
STI Classic Life Investment Grade Bond 354,040 --
STI Classic Tax Sensitive Growth Stock 1,161,366 1,526,954
American Century Income & Growth Advisor20-AGI 1,184,306 1,250,114
Franklin Small-Mid Cap Growth Fund 456,305 530,004
Janus Enterprise Fund 640,337 650,909
Putnam International Growth Fund 646,475 774,673
Vanguard 500 Index Fund 587,503 368,853
Participant loans Interest rates ranging from 7.50% to 10.5%,
maturity dates ranging from one to thirty
years 438,855 426,125
4. Income Tax Status
The Plan has not received a determination letter from the Internal Revenue
Service stating that the Plan is qualified under Section 401(a) of the Code.
However, the Plan Administrator believes that the Plan is qualified and,
therefore, the related trust is exempt from taxation.
7
Supplemental Schedule
Bluegreen Corporation
Retirement Savings Plan
EIN: 03-0300793 Plan No.: 001
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2001
(c)
(b) Description of Investment, Including Maturity (e)
Identity of Issue, Borrower, Date, Rate of Interest, Collateral, Par, or Current
(a) Lessor or Similar Party Maturity Value Value
-------------------------------------------------------------------------------------------------------------------
* SunTrust Stable Asset Fund $ 722,450
* STI Classic: Life Investment Grade Bond 354,040
Life Vision Moderate Growth 53,211
Life Vision Growth & Income 40,735
Life Vision Aggressive Grth 170,832
Tax Sensitive Growth Stock 1,161,366
American Century Income & Growth Advisor20-AGI 1,184,306
Franklin Small-Mid Cap Growth Fund 456,305
Janus Enterprise Fund 640,337
Putnam International Growth Fund 646,475
Vanguard 500 Index Fund 587,503
* Bluegreen Corporation Bluegreen Corporation Stock Fund 266,493
* Participant loans Interest rates ranging from 7.50% to 10.5%,
maturity dates ranging from one to thirty years 438,855
----------
$6,722,908
==========
* Indicates a party-in-interest.
Note: Column (d) which provides cost information has not been included because
all investments are participant-directed.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to the signed on its behalf
by the undersigned hereunto duly authorized.
Bluegreen Corporation Retirement Savings Plan
(Name of Plan)
Date: June 27, 2002 By: /S/ JOHN F. CHISTE
-------------------
(Signature)