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, 2003
|_| 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, 2003 and
2002, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2003. 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. 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, 2003 and 2002, and the changes in its net assets available for
benefits for the year ended December 31, 2003, in conformity with the United
States 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, 2003 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
June 16, 2004
1
Bluegreen Corporation
Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31
2003 2002
------------------------------
Assets
Investments, at fair value $11,220,125 $ 7,225,349
Employer contributions receivable 360,737 292,949
------------------------------
Total assets 11,580,862 7,518,298
Liabilities
Excess contributions refundable 147,204 64,209
------------------------------
Net assets available for benefits $11,433,658 $ 7,454,089
==============================
See accompanying notes.
2
Bluegreen Corporation
Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2003
Additions:
Interest and dividend income $ 28,289
Contributions:
Participants 2,613,664
Employer 360,737
Net appreciation in fair value of investments 2,011,280
-----------
Total additions 5,013,970
Deductions:
Benefits paid to participants 994,371
Administrative expenses 40,030
-----------
Net increase 1,034,401
Net assets available for benefits at beginning of year 7,454,089
-----------
Net assets available for benefits at end of year $11,433,658
===========
See accompanying notes
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Bluegreen Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2003
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 recently amended to bring the Plan into compliance 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. The Company's contribution is
determined annually and is equal to a percentage determined at the Company's
discretion of the participant's contributions. 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.
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.
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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.
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Bluegreen Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
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 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 United States
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.
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Bluegreen Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows at December 31:
2003 2002
--------------------------
Stable Asset Fund $2,392,641 $1,558,244
Life Investment Grade Bond -- 492,170
Tax Sensitive Growth Stock -- 777,892
Income & Growth Advisor 1,176,758 864,169
Small-Mid Cap Growth Fund 832,361 387,775
Enterprise Fund -- 562,174
International Growth Fund 840,812 558,903
500 Index Fund 1,349,782 690,186
Bluegreen Corporation 1,014,851 487,302
T. Rowe Price Mid Cap Growth Fund 975,629 --
Federated Capital Appreciation Fund A 869,652 --
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 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 162,635 and 138,285 shares in the stock as of December 31, 2003 and 2002,
respectively.
6. Reconciliation of Financial Statements to Form 5500
There are no differences between the current year Form 5500 and the financial
statements.
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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, 2003
(c)
(b) Description of Investment, Including (e)
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current
(a) Lessor or Similar Party Collateral, Par, or Maturity Value Value
------------------------------------------------------------------------------------------------------
* SunTrust Stable Asset Fund $ 2,392,641
* STI Classic: Life Investment Grade Bond 479,019
Life Vision Moderate Growth 115,907
Life Vision Growth & Income 211,871
Life Vision Aggressive Growth 346,927
Small Cap Value Equity Fund 92,554
American Century Income & Growth Advisor 1,176,758
Franklin Small-Mid Cap Growth Fund 832,361
Putnam International Growth Fund 840,812
Vanguard 500 Index Fund 1,349,782
* Bluegreen Corporation Bluegreen Corporation Stock Fund 1,014,851
MFS Massachusetts Investors Growth Fund 44,185
T. Rowe Price Mid Cap Growth Fund A 975,629
Federated Capital Appreciation Fund A 869,652
Participant loans Interest rates ranging from 5.0% to
10.5%, remaining maturity dates
ranging from one to thirty years 451,262
Cash and cash equivalents 25,914
-----------
$11,220,125
===========
* 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 25, 2004 By /S/ JOHN F. CHISTE
------------------ ------------------------------------
(Signature)
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