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, 2002
| | 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 as of December 31, 2002 and
2001, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2002. 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, 2002 and 2001, and the changes in its net assets available for
benefits for the year ended December 31, 2002, 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, 2002 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, Florida
May 24, 2003
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Bluegreen Corporation
Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31
2002 2001
-----------------------
Assets
Investments, at fair value $7,225,349 $6,722,908
Employer contributions receivable 292,949 226,008
-----------------------
Total assets 7,518,298 6,948,916
Liabilities
Excess contributions refundable 64,209 120,936
-----------------------
Net assets available for benefits $7,454,089 $6,827,980
=======================
See accompanying notes.
2
Bluegreen Corporation
Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
Additions:
Interest and dividend income $ 34,644
Contributions:
Participants 2,327,413
Employer 292,949
----------
Total additions 2,655,006
Deductions:
Net depreciation in fair value of investments 923,980
Benefits paid to participants 1,068,853
Administrative expenses 36,064
----------
Net increase 626,109
Net assets available for benefits at beginning of year 6,827,980
----------
Net assets available for benefits at end of year $7,454,089
==========
See accompanying notes
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Bluegreen Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2002
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, as defined by the Plan, of the Company
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) limitations. 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.
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. 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 in a lump sum.
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.
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.
Bluegreen Corporation
Retirement Savings Plan
2. Significant Accounting Policies (continued)
Administrative Expenses
Administrative expenses, comprised primarily of trustee and accounting fees, are
paid directly by the Plan. 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
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. Investments
SunTrust Retirement Services (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:
2002 2001
-----------------------
Stable Asset Fund $1,558,244 $ 722,450
Life Investment Grade Bond 492,170 354,040
Tax Sensitive Growth Stock 777,892 1,161,366
Income & Growth Advisor 864,169 1,184,306
Small-Mid Cap Growth Fund 387,775 456,305
Enterprise Fund 562,174 640,337
International Growth Fund 558,903 646,475
500 Index Fund 690,186 587,503
Bluegreen Corporation 487,302 --
4. Income Tax Status
The Plan has not received a determination letter from the Internal Revenue
Service stating that the Plan in qualified under Section 401(a) of the Code.
However, the Plan Administrator believes that the Plan in qualified and,
therefore, the related trust is exempt from taxation.
Bluegreen Corporation
Retirement Savings Plan
5. Related Party Interest
The Plan invests in the stock of related party Bluegreen Corporation. The Plan
held 138,285 and 132,746 shares in the stock as of December 31, 2002 and 2001,
respectively.
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of beginning balance net assets per the
financial statements to the prior year Form 5500:
December 31,
2001
----------
Net assets available for benefits per the financial statements $6,827,980
Excess contributions refundable 120,936
----------
Net assets available for benefits per the Form 5500 $6,948,916
==========
There are no differences between the current year Form 5500 and the financials
statements.
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, 2002
(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 $1,558,244
* STI Classic: Life Investment Grade Bond 492,170
Life Vision Moderate Growth 67,555
Life Vision Growth & Income 111,512
Life Vision Aggressive Growth 211,431
Tax Sensitive Growth Stock 777,892
American Century Income & Growth Advisor 864,169
Franklin Small-Mid Cap Growth Fund 387,775
Janus Enterprise Fund 562,174
Putnam International Growth Fund 558,903
Vanguard 500 Index Fund 690,186
* Bluegreen Corporation Bluegreen Corporation Stock Fund 487,302
MFS Massachusetts Investors Growth Fund 5,210
Participant Loans Interest rates ranging from 5.75% to 10.5%,
remaining maturity dates ranging from one
to thirty years 435,488
Cash & Cash Equivalents 15,338
----------
$7,225,349
==========
* Indicates a party-in-interest.
Note: Column (d) which provides cost information has not been included
because all investments are participant-directed.
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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, 2003 By /S/ JOHN F. CHISTE
------------------------------------------------- ------------------------
(Signature)
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