Quarterly report pursuant to Section 13 or 15(d)

Certain Relationships And Related Party Transactions

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Certain Relationships And Related Party Transactions
6 Months Ended
Jun. 30, 2018
Certain Relationships And Related Party Transactions [Abstract]  
Certain Relationships And Related Party Transactions

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, the Company’s Vice Chairman. 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 and Mr. Abdo serve as Chairman and Vice Chairman, respectively, of Bluegreen’s Board of Directors. Jarett S. Levan, the Company’s President and son of Alan B. Levan, and Seth M. Wise, the Company’s Executive Vice President, also serve as directors of the Company and Bluegreen.



Woodbridge is a wholly-owned subsidiary of the Company and owns 90% of Bluegreen as of June 30, 2018. 



Bluegreen paid or reimbursed the Company $0.3 million and $0.6 million during the three and six months ended June 30, 2018, respectively, and $0.4 million and $0.8 million during the three and six months ended June 30, 2017, respectively, for management advisory, risk management, administrative and other services.



The Company received $10.1 million and $20.2 million of dividends from Bluegreen during the three and six months ended June 30, 2018, respectively. The Company received $20.0 million of dividends during the three months ended June 30, 2017, and no dividends were paid by Bluegreen during the first quarter of 2017.



During the three and six months ended June 30, 2018, Bluegreen paid $0.2 million and $0.4 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 and six months ended June 30, 2018, BBX Capital recognized $1.2 million and $2.4 million,  respectively, of interest expense on the loan to Bluegreen. During the three and six months ended June 30, 2017, BBX Capital recognized $2.0 million and $4.0 million,  respectively, of interest expense on the loan to Bluegreen. The interest expense was eliminated in consolidation in the Company’s condensed consolidated financial statements.



In May 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. Under the agreement, 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 and six months ended June 30, 2018, Bluegreen paid the Company $9.9 million and $13.8 million, respectively, pursuant to this agreement. During the three and six months ended June 30, 2017, Bluegreen paid the Company $14.9 million and $25.4 million, respectively, pursuant to this agreement.



During each of the three and six months ended June 30, 2018 and 2017, the Company paid Abdo Companies, Inc. approximately $76,000 and $153,000, respectively, 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.