UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2007
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OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
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Commission File Number: 0-19292
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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
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B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
BLUEGREEN CORPORATION
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4960 Conference Way North, Suite 100
Boca Raton, Florida 33431
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BLUEGREEN CORPORATION RETIREMENT SAVINGS PLAN
INDEX TO ANNUAL REPORT ON FORM 11-K
PART I
PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM........................3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS................................4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS......................5
NOTES TO FINANCIAL STATEMENTS..................................................6
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)................12
SIGNATURES....................................................................13
EXHIBIT 23 - CONSENT OF ERNST & YOUNG LLP.....................................14
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Report of Independent Registered Public Accounting Firm
The Participants and 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,
2007 and 2006, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2007. 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 the 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, 2007 and 2006, and the changes in its net assets available for
benefits for the year ended December 31, 2007, 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, 2007 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.
/s/ Ernst & Young LLP
Certified Public Accountants
West Palm Beach, Florida
June 20, 2008
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Bluegreen Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31
2007 2006
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Assets
Investments at fair value $ 32,169,624 $28,114,236
Employer contributions receivable 873,289 722,364
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33,042,913 28,836,600
Liabilities
Excess contributions refundable 547,872 484,198
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Net assets available for benefits at fair value 32,495,041 28,352,402
Adjustment from fair value to contract value for
interest in the collective trust fund related to
fully benefit-responsive contracts (46,897) 61,684
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Net assets available for benefits at contract value $ 32,448,144 $28,414,086
===========================
See accompanying notes.
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Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007
Additions
Interest and dividend income $ 131,857
Contributions:
Participant 6,510,207
Employer 873,289
Other (rollovers) 73,954
Net appreciation in fair value of investments 1,019,884
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Total additions 8,609,191
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Deductions
Benefits paid to participants 4,486,628
Administrative expenses 88,505
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Total deductions 4,575,133
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Net increase 4,034,058
Net assets available for benefits at beginning of year 28,414,086
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Net assets available for benefits at end of year $32,448,144
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See accompanying notes.
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Bluegreen Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2007
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
Plan document and Summary Plan Description for a more complete description of
the Plan's provisions. Copies of these documents are available from Bluegreen
Corporation (the Company or Employer). The Plan document, which became effective
March 31, 1992, is a defined contribution plan covering all employees, as
defined by the Plan document, 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. 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.
Effective for 2008, the fixed-rate employer match was increased to 100% of the
first 3% of a participant's contribution with an annual limit of $1,500 per
participant.
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, employer and rollover contributions of
$6,510,207, $873,289 and $73,954, respectively, are included in the Plan
contributions in the accompanying statement of changes in net assets available
for benefits.
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 non-vested 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. Plan earnings are allocated based upon
the individual account balance proportionate to the total fund balance.
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.
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As of December 31, 2007 and 2006, $45,767 and $38,246, respectively, of the
Plan's assets related to forfeitures had not yet been allocated.
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. 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, in which case the repayment period is for a
maximum of 15 years. Loans and interest are repaid through payroll deductions.
As of December 31, 2007 and 2006, the Plan had loans to participants of
$1,852,867 and $1,411,534, respectively, with interest rates ranging from 5.0%
to 9.5%.
Benefits
Upon attainment of retirement age, disability, or death, a distribution of the
vested account balance is made to the participant or named beneficiary in a lump
sum payment. Upon term of employment a distribution can be made under the terms
of the plan. Hardship withdrawals, as defined in the Code, are permitted only
from participant elective deferrals.
Excess Contributions Refundable
In the event that participant contributions exceed contribution limitations of
the Plan, corrective distributions may be required according to the terms of the
Plan document.
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.
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New Accounting Pronouncement
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement on Financial Accounting Standards No. 157, "Fair Value Measurements"
(SFAS No. 157). This standard establishes a single authoritative definition of
fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurements. SFAS No. 157 applies to
fair value measurements already required or permitted by existing standards.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal years.
The changes to current U.S. generally accepted accounting principles from the
application of this Statement relate to the definition of fair value, the
methods used to measure fair value, and the expanded disclosures about fair
value measurements. As of December 31, 2007, the Company does not believe the
adoption of SFAS No. 157 will impact the amounts reported in the financial
statements, however, additional disclosures may be required about the inputs
used to develop the measurements and the effect of certain of the measurements
reported on the statements of changes in net assets for a fiscal period. The
Plan will adopt SFAS No. 157 on the effective date.
Valuation of Investments
The Plan's investments are stated at fair value, which equals the quoted market
price on the last business day of the Plan year. The shares of registered
investment companies and common stock are valued at quoted active market prices,
which represent the net asset values of shares held by the Plan at year-end. The
contract value of participation units owned in the collective trust fund are
based on quoted redemption values, as determined by SunTrust Bank (the Trustee),
on the last business day of the Plan year. The fair value of the underlying
assets of the collective trust fund is based upon the Trustee's valuation. The
participant notes receivable are valued at their outstanding balances, which
approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Administrative Expenses
Administrative expenses, comprised primarily of trustee and accounting fees, are
paid directly by the Plan, which 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.
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3. Investments
SunTrust Bank (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 as of December 31, 2007 and 2006 are as follows:
2007 2006
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SunTrust Stable Asset Fund $8,843,636* $7,220,782*
Franklin Small-Mid Cap Growth Fund 2,007,855 1,650,840
Putnam International Growth Fund 2,910,726 2,322,047
Vanguard 500 Index Fund -- 2,718,468
Vanguard 500 Index Signal 2,765,568 --
Bluegreen Corporation Common Stock 1,035,359 1,695,697
T. Rowe Price Mid-Cap Growth Fund - R 3,643,772 2,932,806
STI Classic Large Cap Relative Value I 2,038,236 1,928,994
* SunTrust Stable Asset Fund is shown at fair value. The contract value is
$8,796,739 and $7,282,466 for December 31, 2007 and 2006, respectively.
During 2007, the Plan's investments (including gains and losses on investments
bought, sold, and held during the year) appreciated (depreciated) in value by a
net amount of $1,019,884, as follows:
Net Appreciation
(Depreciation) in Fair Value at
Fair Value December 31,
During the Year 2007
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Fair value determined by quoted market prices:
Mutual funds $ 1,455,739 $ 20,391,991
Common stock (753,451) 1,035,359
Fair value estimated by Trustee:
Collective trusts 317,596 8,843,636
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$ 1,019,884 $ 30,270,986
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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 and, therefore, the related trust is exempt from
taxation. Subsequent to this determination by the Internal Revenue Service, the
Plan was amended. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan administrator believes the
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Plan is being operated in compliance with the applicable requirements of the
Code and, therefore, believes the Plan, as amended, is qualified and the related
trust is tax exempt.
5. Parties-in-Interest
The Plan invests in the common stock of Bluegreen Corporation, the Plan sponsor.
The Plan held 143,999 and 132,166 shares of Bluegreen Corporation common stock
as of as of December 31, 2007 and 2006, respectively.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statements of net
assets available for benefits.
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Supplemental Schedule
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Bluegreen Corporation Retirement Savings Plan
EIN #03-0300793 Plan #001
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2007
Identity of Description of Investments, Including
Borrower, Lessor, Maturity Date, Rate of Interest, Current
or Similar Party Collateral, Par, or Maturity Value (a) Value
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(b) SunTrust Stable Asset Fund $ 8,796,739 (c)
(b) STI Classic : Investment Grade Bond 741,670
Life Vision Moderate Growth 474,121
Life Vision Growth & Income 588,881
Life Vision Aggressive Growth 1,071,369
Small Cap Value Equity Fund 1,243,461
Large Cap Relative Value I 2,038,236
Goldman Sachs Structured US Equity A 1,050,708
Franklin Small-Mid Cap Growth Fund 2,007,855
Putnam International Growth Fund 2,910,726
Vanguard 500 Index Signal 2,765,568
(b) Bluegreen Corporation Common Stock 1,035,359
MFS Massachusetts Investors Growth Fund 464,914
T. Rowe Price Mid-Cap Growth Fund - R 3,643,772
Growth Stock Fund - R 429,066
Retirement 2020 Fund -R 2,697
Retirement 2030 Fund - R 40
Retirement 2040 Fund - R 226
Oppenheimer International Bond Fund A 381,918
Federated Capital Appreciation Fund - A 576,763
(b) Participant loans Interest rates ranging from 5.0% to 9.5%,
remaining maturity dates ranging from
one to fifteen years 1,852,867
Cash and cash equivalents 45,771
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$32,122,727
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(a) - Indicates the column which provides cost information, which has
not been included because all investments are participant-directed.
(b) - Indicates a party-in-interest.
(c) - Stable Asset Fund at contract value not fair value.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bluegreen Corporation Retirement Savings Plan
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(Name of Plan)
Date: June 27, 2008 By: /S/ LINDSAY ALLEN
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Lindsay Allen,
401K Administrator & Benefits Compliance
Specialist
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