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, 2004
|_| 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 REGISTERED PUBLIC ACCOUNTING FIRM........................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 Registered Public Accounting Firm
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, 2004 and
2003, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2004. 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 standards of the Public Company
Accounting Oversight Board (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. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
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, 2004 and 2003, and the changes in its net assets available for
benefits for the year ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles.
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, 2004 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
Miami, FL
June 21, 2005
1
Bluegreen Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31
2004 2003
---------------------------
Assets
Investments, at fair value $ 17,889,612 $ 11,220,125
Employer contributions receivable 505,923 360,737
---------------------------
Total assets 18,395,535 11,580,862
Liabilities
Excess contributions refundable 218,796 147,204
---------------------------
Net assets available for benefits $ 18,176,739 $ 11,433,658
===========================
See accompanying notes.
2
Bluegreen Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2004
Additions:
Interest and dividend income $ 33,573
Contributions:
Participants 4,051,708
Employer 505,923
Net appreciation in fair value of investments 3,339,035
------------
Total additions 7,930,239
Deductions:
Benefits paid to participants 1,140,077
Administrative expenses 47,081
------------
Net increase 6,743,081
Net assets available for benefits at beginning of year 11,433,658
------------
Net assets available for benefits at end of year $ 18,176,739
============
See accompanying notes.
3
Bluegreen Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2004
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).
The Plan was amended in 2003 to comply with tax legislation introduced from 1996
through 2001.
Contributions and Vesting
Participant contributions cannot exceed 18% of a participant's compensation or
Internal Revenue Code (the Code) limitations. Effective January 1, 2001, the
Company amended the Plan to 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. The Company can also make a discretionary non-elective contribution.
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 discretionary non-elective
contributions are allocated based on a participant's eligible compensation
relative to total participant eligible compensation. The match is allocated
based on a participant's contributions. Allocations of Plan earnings are based
on individual account balances relative to the entire fund options. Forfeitures
are allocated in a manner consistent with the allocation of the match or
discretionary non-elective contribution, depending on what the forfeiture
relates to. 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. 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 employee
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 in accordance with U.S. generally accepted accounting principles.
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 Company's stock is valued at its quoted market price on the last
trading day of the year. The participant loans are valued at their outstanding
balances, which approximate fair value.
5
Bluegreen Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
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 U.S. generally
accepted accounting principles 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:
2004 2003
-------------------------
SunTrust Stable Asset Fund $ 4,168,753 $ 2,392,641
American Century Income & Growth Advisor 1,376,779 1,176,758
Franklin Small-Mid Cap Growth Fund 1,102,779 832,361
Putnam International Growth Fund 1,121,081 840,812
Vanguard 500 Index Fund 1,833,435 1,349,782
Bluegreen Corporation Common Stock 2,564,450 1,014,851
T. Rowe Price Mid Cap Growth Fund 1,582,837 975,629
Federated Capital Appreciation Fund A 987,100 869,652
During 2004, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by a net
amount of $3,339,035, as follows:
Increase in mutual funds $1,230,383
Increase in common stock 1,988,772
Investment gain from common/collective trusts 119,880
----------
$3,339,035
==========
6
Bluegreen Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated January 8, 2004, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes the Plan is qualified and the
related trust is exempt.
5. Related Party Interest
The Plan invests in the stock of related party, Bluegreen Corporation. The Plan
held 129,090 shares and 162,635 shares in the stock as of December 31, 2004 and
2003, respectively.
7
Bluegreen Corporation Retirement Savings Plan
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
EIN #03-0300793 Plan #001
December 31, 2004
(c)
(b) Description of Investment, Including (e)
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Collateral, Current
(a) Lessor, or Similar Party Par, or Maturity Value Value
--------------------------------------------------------------------------------------------------
* SunTrust Stable Asset Fund $ 4,168,753
* STI Classic: Life Investment Grade Bond 702,004
Life Vision Moderate Growth 179,879
Life Vision Growth & Income 348,674
Life Vision Aggressive Growth 521,442
Small Cap Value Equity Fund 489,108
American Century Income & Growth Advisor 1,376,779
Franklin Small-Mid Cap Growth Fund 1,102,779
Putnam International Growth Fund 1,121,081
Vanguard 500 Index Fund 1,833,435
* Bluegreen Corporation Bluegreen Corporation Common Stock 2,564,450
MFS Massachusetts Investors Growth Fund 144,980
T. Rowe Price Mid Cap Growth Fund A 1,582,837
Federated Capital Appreciation Fund A 987,100
Participant loans Interest rates ranging from 5.0% to 10.5%,
remaining maturity dates ranging from
one to thirty years 751,211
Cash and cash equivalents 15,100
------------
$ 17,889,612
============
* 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 29, 2005 By /S/ ANTHONY M. PULEO
------------------- -------------------------
(Signature)
9