15.    Certain Relationships and Related Party Transactions



The Company may be deemed to be controlled by Alan B. Levan, the Company’s Chairman and Chief Executive Officer, and John E. Abdo, Vice Chairman of the Company. Together, Mr. Alan B. Levan and Mr. Abdo may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 77% of the Company’s total voting power. Mr. Alan B. Levan serves as Chairman of the Board and Mr. Abdo serves as Vice-Chairman of the Board for Bluegreen.  Jarett S. Levan is President of the Company, a Director of Bluegreen, and son of Alan B. Levan.  Further, Seth M. Wise is Executive Vice President and Director of the Company and Bluegreen. 



Currently, Woodbridge is a wholly-owned subsidiary of the Company and owns 90% of Bluegreen as of March 31, 2018. 



During each of the three months ended March 31, 2018 and 2017, Bluegreen paid or reimbursed the Company $0.4 million for management advisory, risk management, administrative and other services.



The Company received $10.1 million of dividends from Bluegreen during the three months ended March 31, 2018.  Bluegreen did not pay dividends during the three months ended March 31, 2017.



During the three months ended March 31, 2018, Bluegreen paid $0.2 million for the acquisition of VOI inventory from a company whose President is the son of David L. Pontius, Bluegreen’s Executive Vice President and Chief Operating Officer.



In April 2015, pursuant to a Loan Agreement and Promissory Note, a wholly owned subsidiary of Bluegreen provided an $80.0 million loan to BBX Capital. Amounts outstanding on the loan bore interest at a rate of 10% per annum until July 2017 when the interest rate was reduced to 6% per annum. Payments of interest are required on a quarterly basis, with the entire $80.0 million principal balance and accrued interest being due and payable in April 2020. BBX Capital is permitted to prepay the loan in whole or in part at any time, and prepayments will be required, to the extent necessary, in order for Bluegreen or its subsidiaries to remain in compliance with covenants under outstanding indebtedness. During the three months ended March 31, 2018 and 2017, BBX Capital paid $1.2 million and $2.0 million,  respectively, of interest expense on the loan to Bluegreen. The interest expense was eliminated in consolidation in the Company’s consolidated financial statements.



On May 8, 2015, the Company,  BCC, Woodbridge, Bluegreen and their respective subsidiaries entered into an Agreement to Allocate Consolidated Income Tax Liability and Benefits pursuant to which, among other customary terms and conditions, the parties agreed to file consolidated federal tax returns. The parties calculate their respective income tax liabilities and attributes as if each of them were a separate filer.  If any tax attributes are used by another party to the agreement to offset its tax liability, the party providing the benefit will receive an amount for the tax benefits realized. During the three months ended March 31, 2018 and 2017, Bluegreen paid the Company $4.0 million and $10.5 million, respectively, pursuant to this agreement.



During each of the three months ended March 31, 2018 and 2017, the Company paid Abdo Companies, Inc. approximately $77,000 in exchange for certain management services. John E. Abdo, the Company’s Vice Chairman, is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.



Certain of the Company’s affiliates, including its executive officers, have independently made investments with their own funds in investments that the Company has sponsored or in which the Company holds investments.