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, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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
PART I
PAGE
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)................9
SIGNATURES...................................................................10
EXHIBIT 23 - CONSENT OF ERNST & YOUNG LLP....................................11
Report of Independent Registered Public Accounting Firm
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 as of December 31, 2005 and
2004, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2005. 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, 2005 and 2004, and the changes in its net assets available for
benefits for the year ended December 31, 2005, 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, 2005 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
Fort Lauderdale, Florida
May 19, 2006
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Bluegreen Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31,
2005 2004
----------- -----------
Assets
Investments, at fair value $22,795,944 $17,889,612
Participant contribution receivable 11,523 --
Employer contributions receivable 619,814 505,923
----------- -----------
Total assets 23,427,281 18,395,535
Liabilities
Excess contributions refundable 365,571 218,796
----------- -----------
Net assets available for benefits $23,061,710 $18,176,739
=========== ===========
See accompanying notes.
2
Bluegreen Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended
December 31, 2005
-----------------
Additions:
Interest and dividend income $ 46,016
Contributions:
Participant 4,779,213
Employer 619,814
Other(rollovers) 425,692
Net appreciation in fair value of investments 1,035,951
-----------
Total additions: 6,906,686
Deductions:
Benefits paid to participants 1,960,580
Administrative expenses 61,135
-----------
Total deductions: 2,021,715
-----------
Net increase 4,884,971
Net assets available for benefits at beginning of year 18,176,739
-----------
Net assets available for benefits at end of year $23,061,710
===========
See accompanying notes.
3
Bluegreen Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2005
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"). 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, employer and rollover contributions of
$4,779,213, $619,814, and $425,692, 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.
4
As of December 31, 2005 and 2004, approximately $35,166 and $15,008,
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, 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, 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, 2005 and 2004 the Plan had loans to
participants of $1,060,169 and $751,211, respectively, with interest rates
ranging from 5.0% to 10.5%.
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.
Excess Contributions Refundable
In the event that participant contributions exceed contribution limitation
of the Plan, corrective distributions may be required according to the terms of
the Plan.
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 in an active market, which represents the net asset values of
shares held by the Plan at year-end. The
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SunTrust Stable Asset Fund is a collective trust and is estimated at fair value
as determined by the Trustee. 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.
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 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, 2005 and 2004 as follows:
2005 2004
---------- ----------
SunTrust Stable Asset Fund $6,056,604 $4,168,753
American Century Income & Growth Advisor 1,589,341 1,376,779
Franklin Small-Mid Cap Growth Fund 1,530,417 1,102,779
Putnam International Growth Fund 1,596,292 1,121,081
Vanguard 500 Index Fund 2,221,236 1,833,435
Bluegreen Corporation Common Stock 1,798,388 2,564,450
T. Rowe Price Mid-Cap Growth Fund - R 2,453,861 1,582,837
Federated Capital Appreciation Fund - A * 987,100
* Investment is less than 5% of the Plan's net assets as of December 31,
2005.
6
During 2005, 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 $1,035,951, as follows:
Net Appreciation
(Depreciation)
in Fair Value Fair Value at
During the Year December 31, 2005
--------------- -----------------
Fair value determined by quoted market price:
Mutual funds $ 1,186,881 $13,844,973
Common stock (338,283) 1,798,388
Fair value determined by Trustee:
Collective trusts 187,353 6,056,604
----------- -----------
Fair value of Plan investments (excluding
participant loans and cash and cash equivalents) $ 1,035,951 $21,699,965
=========== ===========
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 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 from
taxation.
5. Parties in Interest
The Plan invests in the Company stock of Bluegreen Corporation, the Plan
Sponsor. The Plan held 113,822 shares and 129,090 shares in the stock as of
December 31, 2005 and 2004, respectively.
7
SUPPLEMENTAL SCHEDULE
8
Bluegreen Corporation Retirement Savings Plan
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
EIN #03-0300793 Plan #001
December 31, 2005
Identity of Issuer Description of Investment, Including
Borrower, Lessor, Maturity Date, Rate of Interest, Current
or Similar Party Collateral, Par, or Maturity Value (a) Value
-------------------------- ---------------------------------------------- ---- ------------
SunTrust (b) Stable Asset Fund $ 6,056,604
STI Classic (b): Life Investment Grade Bond 779,107
Life Vision Moderate Growth 284,732
Life Vision Growth & Income 513,904
Life Vision Aggressive Growth 676,237
Small Cap Value Equity Fund 863,327
American Century Income & Growth Advisor 1,589,341
Franklin Small-Mid Cap Growth Fund 1,530,417
Putnam International Growth Fund 1,596,292
Vanguard 500 Index Fund 2,221,236
Bluegreen Corporation (b) Common Stock 1,798,388
MFS Massachusetts Investors Growth Fund 236,794
T. Rowe Price Mid-Cap Growth Fund - R 2,453,861
Federated Capital Appreciation Fund - A 1,099,725
Participant loans Interest rates ranging from 5.0% to 10.5%,
remaining maturity dates ranging from
one to fifteen years 1,060,169
Cash and cash equivalents 35,810
-----------
$22,795,944
===========
(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.
9
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
---------------------------------------------
(Name of Plan)
Date: June 16, 2006 By: /S/ ANTHONY M. PULEO
--------------------
Anthony M. Puleo,
Senior Vice President, Chief Financial
Officer and Treasurer
10