Related Party Transactions
|6 Months Ended|
Jun. 30, 2022
|Related Party Transactions [Abstract]|
|Related Party Transactions||
13. Related Party Transactions
The Company may be deemed to be controlled by Alan B. Levan, Chairman, Chief Executive Officer and President of the Company, John E. Abdo, Vice Chairman of the Company, Jarett S. Levan, a director of the Company and former President of the Company, and Seth M. Wise, a director of the Company and former Executive Vice President of the Company. Together, they may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 80% of the Company’s total voting power. Further, in connection with the spin-off of BBX Capital during September 2020, Mr. Jarett Levan became the Chief Executive Officer and President and a director of BBX Capital, Mr. Alan Levan became the Chairman of the Board of BBX Capital, John E. Abdo became Vice Chairman of BBX Capital and Seth M. Wise became Executive Vice President and a director of BBX Capital. Mr. Alan Levan, Mr. Abdo, Mr. Jarett Levan and Mr. Wise may also be deemed to control BBX Capital through their ownership of BBX Capital’s Class A Common Stock and Class B Common Stock. Mr. Alan Levan and Mr. John Abdo also receive compensation from BBX Capital.
On May 5, 2021, BVH acquired all of the approximately 7% of outstanding shares of Bluegreen’s common stock not previously owned by BVH through a statutory short-form merger under Florida law. In connection with the merger, Bluegreen’s shareholders (other than BVH) received 0.51 shares of the Company’s Class A Common Stock for each share of Bluegreen’s common stock that they held at the effective time of the merger (subject to rounding up of fractional shares). BVH issued approximately 2.66 million shares of its Class A Common Stock in connection with the merger. As a result of the completion of the merger, Bluegreen became a wholly owned subsidiary of BVH and its common stock is no longer publicly traded. Prior to the merger, BVH owned approximately 93% of Bluegreen outstanding common stock.
During the three and six months ended June 30, 2022, the Company recognized expense to the Abdo Companies, Inc. of $38,000 and $77,000, respectively, in exchange for certain management services. During the three months and six months ended June 2021, the Company recognized expense to the Abdo Companies, Inc. $38,000 and $77,000, respectively, for such services. John E. Abdo, the Company’s Vice Chairman, is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.
In connection with its spin-off of BBX Capital during September 2020, the Company issued a $75.0 million note payable to BBX Capital. See Note 7 for a description of the terms of BVH’s note payable to BBX Capital. Further, in connection with the spin-off, the Company also entered into a Transition Services Agreement, Tax Matters Agreement and Employee Matters Agreement with BBX Capital. The Transition Services Agreement generally sets out the respective rights, responsibilities and obligations of BVH and BBX Capital with respect to the support services provided to one another after the spin-off to ensure an orderly transition. The Transition Services Agreement establishes a baseline charge for certain categories or components of services to be provided, which is at cost unless the parties mutually agree to a different charge. The Transition Services Agreement will continue until terminated, in whole or with respect to any service provided thereunder by either party at any time upon thirty days prior written notice to the other party. No payments were made under the Transition Services Agreement, Tax Matters Agreement or Employee Matters Agreement during the 2021 periods.
In addition to the agreements listed above, the Company reimburses BBX Capital for management, advisory, risk management, administrative and other services. The Company reimbursed BBX Capital $0.7 million and $0.4 million during the three months ended June 30, 2022 and 2021, respectively, and $1.0 million and $0.7 million during the six months ended June 30, 2022 and 2021, respectively, for such services. Further, BBX Capital reimbursed the Company less than $0.1 million during each of the three months ended June 30, 2022 and 2021, and less than $0.1 million and $0.2 million during the six months ended June 30, 2022 and 2021, respectively. The Company had $0.1 million in accrued expenses for the services described above as of June 30, 2022 and no amounts accrued for the services described above as of December 31, 2021.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef