BBX » Topics » Certain Relationships and Related Transactions

This excerpt taken from the BBX DEF 14A filed Apr 29, 2009.
Certain Relationships and Related Transactions
 
The Company has a policy for the review and approval of transactions in which the Company is to be a participant and any of the Company’s directors or executive officers, or their immediate family members, will have a direct or indirect material interest. Any such related party transaction is to be for the benefit of the Company and upon terms no less favorable to the Company than if the related party transaction was with an unrelated party. Until February 2008, this policy provided for any new related party transaction to be approved in advance by a committee of the Board of Directors composed of independent directors. The Company’s Chief Financial Officer was responsible for reviewing any proposed related party transactions and presenting them to the committee for approval. The Chief Financial Officer’s review included, among other things, an evaluation of the terms of the related party transaction and an assessment of the arms-length nature of the terms. The committee then reviewed the terms of the related party transaction and the Chief Financial Officer’s review and evaluation of the related party transaction and ultimately made a decision as to whether the proposed related party transaction was approved. The Committee’s decisions were subsequently reported to the Company’s Board of Directors.
 
In February 2008, the Board of Directors approved an amendment to the Company’s Code of Business Conduct and Ethics. In connection with this amendment, the Board of Directors delegated to the Nominating/Corporate Governance Committee the review and approval of related party transactions relating to directors, executive officers, and their immediate family, other than those presenting issues regarding accounting, internal accounting controls or audit matters, the review and approval of which was delegated by the Board of Directors to the Audit Committee. In reviewing related party transactions, the Nominating/Corporate Governance Committee or the Audit Committee, as applicable, evaluates the related party transaction based on, among other factors it deems appropriate, those factors evaluated by the Chief Financial Officer as described above.
 
During 2008, no related party transaction occurred where these policies were not followed.
 
The Company’s policy and practices with respect to related party transactions are reviewed by the Company’s outsourced internal audit department as part of the Company’s assessment on internal controls and corporate governance.
 
Alan B. Levan, the Company’s Chairman and Chief Executive Officer, and John E. Abdo, the Company’s Vice Chairman, serve as executive officers and directors of BFC and Woodbridge and may be deemed to control BFC through their direct and indirect interests in and voting control over BFC. Additionally, Mr. Levan is Chairman and Mr. Abdo is Vice Chairman of Bluegreen. BFC is the controlling shareholder of the Company and Woodbridge. Woodbridge owns approximately 29% of the outstanding common stock of Bluegreen. Mr. Levan and Mr. Abdo receive compensation from BFC and Woodbridge, and, during 2008, were granted stock options by Bluegreen.
 
The Company, BFC, Woodbridge and Bluegreen share various office premises and employee services, pursuant to the arrangements described below.
 
BFC leases office space in premises owned by BankAtlantic on a month-to-month basis. For the year ended December 31, 2008, BFC paid $262,000 as rent for such facilities.


10


Table of Contents

The Company, BFC, Woodbridge and Bluegreen have entered into a shared services arrangement, pursuant to which BFC provides the Company, Woodbridge and Bluegreen with various executive and administrative services. The Company was billed $1.6 million during 2008 for risk management, investor relations, human resources and other administrative services provided to the Company by BFC.
 
Woodbridge and BFC each maintain securities sold under repurchase agreements at BankAtlantic. The balance in those accounts at December 31, 2008 was $4.4 million and $0.3 million, respectively, and BankAtlantic paid interest to Woodbridge and BFC on those accounts in 2008 of $72,000 and $8,000, respectively.
 
During 2008, BankAtlantic entered into an agreement with Woodbridge, pursuant to which BankAtlantic agreed to host Woodbridge’s information technology servers and to provide hosting and certain other information technology services to Woodbridge. Pursuant to the agreement, Woodbridge paid BankAtlantic a one-time set-up charge of approximately $17,000 during 2008 and agreed to pay BankAtlantic monthly hosting fees of $10,000 for these services. During 2008, Woodbridge paid BankAtlantic monthly hosting fees of approximately $73,000 and fees of approximately $23,000 for other information technology services provided by BankAtlantic. Effective April 1, 2009, the monthly hosting fees increased to $15,000. Additionally, Woodbridge leases office space in premises owned by BankAtlantic. For the year ended December 31, 2008, Woodbridge paid $14,400 as net rent for such office space.
 
The BankAtlantic Foundation is a non-profit foundation established by BankAtlantic. During 2008, the BankAtlantic Foundation and BankAtlantic together made donations aggregating approximately $457,150, including $17,950 to the Leadership Broward Foundation; $32,500 to the Nova Southeastern University Wayne Huizenga School of Business; $5,000 to the Museum of Art of Fort Lauderdale; $5,000 to Art Serve; $5,000 to Broward Workshop; $5,000 to Museum of Discovery and Science; $5,000 to the Broward Performing Arts Foundation; and $2,500 to YMCA of Broward County.
 
Alan B. Levan sits on the board of Nova Southeastern University; John E. Abdo sits on the board of the Broward Performing Arts Foundation; Jarett S. Levan sits on the board of the Museum of Discovery and Science; Lloyd B. DeVaux sits on the boards of West Broward Family YMCA and YMCA of Broward County; and Valerie C. Toalson sits on the board of the Parkland Family YMCA and the Finance Committee of the YMCA of Broward County.
 
Jarett S. Levan, a director and the President of the Company and son of its director, Chairman and Chief Executive Officer, Alan B. Levan, is employed by BankAtlantic as Chief Executive Officer and President. His total compensation was approximately $675,000 during 2008. Mr. Alan B. Levan’s daughter, Shelley Levan Margolis, served as executive director of the BankAtlantic Foundation, receiving compensation of approximately $33,755, and benefits provided to all salaried employees generally, during 2008.


11


Table of Contents

 
This excerpt taken from the BBX DEF 14A filed May 5, 2008.
Certain Relationships and Related Transactions
 
The Company has a policy for the review and approval of transactions in which the Company is to be a participant and any of the Company’s directors or executive officers, or their immediate family members, will have a direct or indirect material interest. Any such related party transaction is to be for the benefit of the Company and upon terms no less favorable to the Company than if the related party transaction was with an unrelated party. During 2007, this policy provided for any new related party transaction to be approved in advance by a committee of the Board of Directors composed of independent directors. The Company’s Chief Financial Officer was responsible for reviewing any proposed related party transactions and presenting them to the committee for approval. The Chief Financial Officer’s review included, among other things, an evaluation of the terms of the related party transaction and an assessment of the arms-length nature of the terms. The committee then reviewed the terms of the related party transaction and the Chief Financial Officer’s review and evaluation of the related party transaction and ultimately made a decision as to whether the proposed related party transaction was approved. The Committee’s decisions were subsequently reported to the Company’s Board of Directors. During 2007, no related party transaction occurred where this policy was not followed.
 
In February 2008, the Board of Directors approved an amendment to the Company’s Code of Business Conduct and Ethics. In connection with this amendment, the Board of Directors delegated to the Nominating/Corporate Governance Committee the review and approval of related party transactions relating to directors, executive officers, and their immediate family, other than those presenting issues regarding accounting, internal accounting controls or audit matters, the review and approval of which was delegated by the Board of Directors to the Audit Committee. In reviewing related party transactions, the Nominating/Corporate Governance Committee or the Audit Committee, as applicable, evaluates the related party transaction based on, among other factors it deems appropriate, those factors evaluated by the Chief Financial Officer as described above.
 
The Company’s policy and practices with respect to related party transactions are reviewed by the Company’s outsourced internal audit department as part of the Company’s assessment on internal controls and corporate governance.
 
Alan B. Levan, the Company’s Chairman and Chief Executive Officer, and John E. Abdo, the Company’s Vice Chairman, serve as executive officers and directors of BFC and Levitt and may be deemed to control BFC through their direct and indirect interests in and voting control over BFC. BFC is the controlling shareholder of the Company and Levitt. Levitt owns 31% of the outstanding common stock of Bluegreen. Additionally, Mr. Levan is Chairman and Mr. Abdo is Vice Chairman of Bluegreen. Mr. Levan and Mr. Abdo receive compensation from BFC and Levitt, and, during 2007, were granted stock options and paid $100 by Bluegreen.


10


Table of Contents

The Company, BFC, Levitt and Bluegreen share various office premises and employee services, pursuant to the arrangements described below.
 
BFC leases office space in premises owned by BankAtlantic on a month-to-month basis. For the year ended December 31, 2007, BFC paid $172,000 as rent for such facilities. BankAtlantic also received $33,000 for the year ended December 31, 2007 from BFC for services provided to a BFC subsidiary in connection with the management of an office building.
 
The Company, BFC, Levitt and Bluegreen have entered into a shared services arrangement, pursuant to which BFC provides the Company, Levitt and Bluegreen with various executive and administrative services. The Company was billed $1.4 million during 2007 for risk management, investor relations, human resources and other administrative services provided to the Company by BFC. During the year ended December 31, 2007, the Company issued to BFC employees who perform services for the Company options to acquire 49,000 shares of the Company’s Class A Stock at an exercise price of $9.38. These options vest in five years and expire ten years from the grant date.
 
Levitt and BFC each maintain securities sold under repurchase agreements at BankAtlantic. The balance in those accounts at December 31, 2007 was $6.1 million and $1.2 million, respectively, and BankAtlantic paid interest to Levitt and BFC on those accounts in 2007 of $146,000 and $39,000, respectively.
 
BankAtlantic has entered into an agreement with Levitt, pursuant to which BankAtlantic agreed to host Levitt’s information technology servers and to provide hosting and certain other information technology services to Levitt. The annual amount to be paid under this agreement is estimated to be approximately $120,000.
 
During 2007, BankAtlantic utilized the legal services of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden McClosky”), a law firm in which Company director Bruno DiGiulian was of counsel until September 30, 2006. BankAtlantic paid Ruden McClosky fees of approximately $274,000 in 2007.
 
The BankAtlantic Foundation is a non-profit foundation established by BankAtlantic. During 2007, the Foundation and BankAtlantic together made donations aggregating approximately $560,000, including $16,000 to the Leadership Broward Foundation; $35,000 to Nova Southeastern University Wayne Huizenga School of Business (including $5,000 as the fifth installment of a 5-year commitment of $25,000); $2,500 to Nova Southeastern University Libraries; $2,500 to Nova Southeastern Farguar College of Arts and Sciences; $25,000 to the Museum of Art of Fort Lauderdale (including $25,000 as the first installment of a 3-year $75,000 commitment); $3,000 to Art Serve; and $6,000 to West & East Broward Family YMCA.
 
Alan B. Levan sits on the Board of Nova Southeastern University; Jarett S. Levan sits on the Boards of Leadership Broward Foundation, and the Museum of Art of Fort Lauderdale; Lloyd B. DeVaux sits on the Boards of West Broward Family YMCA and YMCA of Broward County.
 
Jarett S. Levan, a director and the President of the Company and son of its director, Chairman and Chief Executive Officer, Alan B. Levan, is employed by BankAtlantic as Chief Executive Officer and President. His total compensation was approximately $529,303 during 2007. Mr. Alan B. Levan’s daughter, Shelley Levan Margolis, served as executive director of the BankAtlantic Foundation, receiving an aggregate base salary and bonus of approximately $61,690, and benefits provided to all salaried employees generally, during 2007.


11


Table of Contents

 
This excerpt taken from the BBX DEF 14A filed Apr 16, 2007.
Certain Relationships and Related Transactions
 
The Company has a policy for the review and approval of transactions in which the Company is to be a participant and any of the Company’s directors or executive officers, or their immediate family members, will have a direct or indirect material interest. Any such related party transaction is to be for the benefit of the Company and upon terms no less favorable to the Company than if the related party transaction was with an unrelated party. Under this policy, any new related party transaction is to be reviewed in advance by a committee of the Board of Directors composed of independent directors. The Company’s Chief Financial Officer is responsible for reviewing any proposed related party transactions and presenting them for approval. The Chief Financial Officer’s review includes, among other things, an evaluation of the terms of the related party transaction and an assessment of the arms-length nature of the terms. The committee then reviews the terms of the related party transaction and the Chief Financial Officer’s review and evaluation of the related party transaction and ultimately makes a decision as to whether the proposed related party transaction is approved. The committee’s decisions are reported to the Company’s Board of Directors at the next meeting. The Chief Financial Officer is responsible for maintaining a list of all existing related party transactions and reviewing such list on a quarterly basis with the Board of Directors. Additionally, this policy and the Company’s practices with respect to related party transactions are


9


Table of Contents

reviewed by the Company’s outsourced internal audit department as part of the Company’s assessment on internal controls and corporate governance. During 2006, no related party transactions occurred where this policy was not followed.
 
Alan B. Levan, the Company’s Chairman and Chief Executive Officer, and John E. Abdo, the Company’s Vice Chairman, serve as executive officers and directors of BFC and Levitt and may be deemed to control BFC through their direct and indirect interests in and voting control over BFC. BFC is the controlling shareholder of the Company and Levitt. Levitt owns 31% of the outstanding common stock of Bluegreen Corporation (“Bluegreen”). Additionally, Mr. Levan is Chairman and Mr. Abdo is Vice Chairman of Bluegreen. Mr. Levan and Mr. Abdo receive compensation from BFC and Levitt, and were granted stock options and paid $100 by Bluegreen.
 
The Company, BFC, Levitt and Bluegreen share various office premises and employee services, pursuant to the arrangements described below.
 
BFC leases office space in premises owned by BankAtlantic on a month-to-month basis. For the year ended December 31, 2006, BFC paid $380,000 as rent for such facilities. A portion of this office space was subleased by BFC to Levitt for a portion of 2006.
 
The Company, BFC, Levitt and Bluegreen have entered into a shared services arrangement, pursuant to which BFC provides the Company, Levitt and Bluegreen with various executive and administrative services. Effective January 1, 2006, certain of the Company’s human resources, risk management and investor relations employees were hired by BFC and BFC began providing the services and back-office support functions previously provided by these employees to the Company and Levitt. The Company was billed $1.2 million during 2006 for risk management, investor relations and human resources services provided to the Company by BFC. During the year ended December 31, 2006, the Company issued to BFC employees that perform services for the Company options to acquire 50,300 shares of the Company’s Class A Stock at an exercise price of $14.69. These options vest in five years and expire ten years from the grant date.
 
Levitt and BFC each maintain securities sold under repurchase agreements at BankAtlantic. The balance in those accounts at December 31, 2006 was $4.6 million and $0.9 million, respectively, and BankAtlantic paid interest to Levitt and BFC on those accounts in 2006 of $436,000 and $43,000, respectively.
 
The amounts that the Company paid to or received from its affiliates in connection with transactions described above may not, in some cases, be representative of the amounts that would be paid or received in arm’s length transactions.
 
During 2006, BankAtlantic utilized the legal services of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden McClosky”), a law firm to which Company director Bruno DiGiulian was of counsel until September 30, 2006. BankAtlantic paid Ruden McClosky fees of approximately $526,000 in 2006.
 
The BankAtlantic Foundation is a non-profit foundation established by BankAtlantic. During 2006, the Foundation and BankAtlantic together made donations aggregating approximately $1.2 million, including $27,500 to the Broward Community College Foundation (including $25,000 as the fourth installment of a 4-year commitment of $100,000 to the Will and Jo Holcombe Institute for Teaching and Learning), $16,000 to the Leadership Broward Foundation, $12,000 to Nova Southeastern University (including $5,000 as the fourth installment of a 5-year commitment of $25,000 to the Wayne Huizinga School of Business; and $6,000 to Nova Southeastern University Libraries), $15,000 to the Museum of Art of Fort Lauderdale (including $10,000 as the third installment of a 3-year $30,000 commitment), $10,000 to the YMCA of Broward County East Family Branch, $7,500 to ArtServe, $5,000 to Boys & Girls Club of Broward County, and $2,500 to West Broward Family YMCA.
 
Alan B. Levan sits on the Board of Nova Southeastern University; Jarett S. Levan sits on the Boards of Leadership Broward Foundation, ArtServe and the Museum of Art of Fort Lauderdale; Willis N. Holcombe sits on the Board of Broward Community College Foundation; Charlie C. Winningham, II, sits on the Board of Boys & Girls Club of Broward County; and Lloyd B. DeVaux sits on the Boards of West Broward Family YMCA and YMCA of Broward County.
 
Jarett S. Levan, a director and the President of the Company and son of its director, Chairman and Chief Executive Officer Alan B. Levan, is employed by BankAtlantic as Chief Executive Officer and President. His total


10


Table of Contents

compensation was approximately $487,000 during 2006. Mr. Alan B. Levan’s daughter, Shelley Levan Margolis, served as executive director of the BankAtlantic Foundation, receiving a base salary and bonus of approximately $64,600, and benefits provided to all salaried employees generally, during 2006.
 
This excerpt taken from the BBX DEF 14A filed Apr 17, 2006.
Certain Relationships and Related Transactions
 
Alan B. Levan, the Company’s Chairman and Chief Executive Officer, and John E. Abdo, the Company’s Vice Chairman, serve as executive officers and directors of BFC and Levitt and may be deemed to control BFC through their direct and indirect interests in and voting control over BFC. BFC is the controlling shareholder of the Company


10


Table of Contents

and Levitt. Additionally, Mr. Levan is Chairman and Mr. Abdo is Vice Chairman of Bluegreen Corporation. Mr. Levan and Mr. Abdo receive compensation from BFC and Levitt and were individually granted stock options by Bluegreen Corporation.
 
The Company and Levitt are parties to a shared services agreement and an employee matters agreement. They entered into these agreements in connection with the Company’s spin-off of Levitt to its shareholders in December 2003. The shared services agreement required that the Company provide Levitt with various back-office services. The employee matters agreement provided for the allocation of responsibility and liability between the Company and Levitt with respect to the welfare and benefit plans for Levitt employees. The Company also established certain back-office service arrangements with BFC. Pursuant to these various agreements and arrangements, the Company provided Levitt and BFC support in the following areas: human resources, risk management, project planning, systems support and investor and public relations. For services provided by the Company to Levitt and BFC, the Company was compensated for its costs plus 5%. For these services, the Company received $773,000 from Levitt and $267,000 from BFC for the year ended December 31, 2005.
 
Bluegreen, in which Levitt owns an approximately 31% equity interest, also performed risk management services for the Company and on behalf of the Company for Levitt and BFC. Bluegreen was compensated for these services on the same basis as described above. For services provided to the Company through June 30, 2005, the Company paid Bluegreen approximately $218,000. For such services provided on behalf of the Company for Levitt and BFC, the Company paid Bluegreen the amounts received for such services from Levitt and BFC. Subsequent to July 1, 2005, the Company provided these services and Bluegreen became obligated to pay the Company approximately $101,000 for such risk management services.
 
BFC leases office space in premises owned by BankAtlantic on a month-to-month basis. For the year ended December 31, 2005, the Company received $101,000 from BFC as rent. In addition, Levitt leases office space at another location owned by BankAtlantic, for which the Company received rent of $110,000 from Levitt in 2005.
 
During the years ended 2004 and 2005, actions were taken by Levitt with respect to the development of the property which was formerly BankAtlantic’s headquarters. Levitt’s efforts included the successful rezoning of the property and obtaining the permits necessary to develop the property for residential and commercial use. At December 31, 2005, BankAtlantic had agreed to reimburse Levitt $438,000 for the costs incurred by it in connection with the development of this project. Levitt has also sought as additional compensation from BankAtlantic a percentage of the increase in the value of the underlying property attributable to Levitt’s efforts based upon the proceeds to be received from BankAtlantic on the sale of the property to a third party. The timing and amount of such additional compensation, if any, has not yet been agreed upon.
 
Ryan Beck provided BFC with investment banking and advisory services for which Ryan Beck received $1,950,000 (of which $1,150,000 was paid by Ryan Beck to third parties).
 
In 2003, in connection with the spin-off of Levitt, the Company converted a $30.0 million demand note owed by Levitt to the Company into a five-year term note with interest only payable monthly, initially at the prime rate and thereafter at the prime rate plus increments of an additional .25% every six months. Prior to the spin-off, Levitt declared an $8.0 million dividend to the Company payable in the form of a five-year term note with the same payment terms as the $30.0 million note. All notes had been repaid in full at December 31, 2005. The Company received interest income of approximately $900,000 on the notes in 2005.
 
Levitt and BFC maintain securities sold under repurchase agreements at BankAtlantic. The balances in those accounts at December 31, 2005 were $5.1 million and $1.1 million, respectively, and the Company paid interest to Levitt and BFC on those accounts in 2005 of $316,000 and $32,000, respectively.
 
The amounts that the Company paid to or received from its affiliates in connection with the transactions described above may not, in some cases, be representative of the amounts that would be paid or received in arm’s length transactions.
 
During 2005, BankAtlantic utilized the legal services of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden McClosky”), a law firm to which Company director Bruno DiGiulian is of counsel. BankAtlantic paid Ruden McClosky fees of approximately $207,000 in 2005.


11


Table of Contents

During the year ended December 31, 2005, Alan B. Levan, Lewis F. Sarrica and Marcia K. Snyder exercised certain stock options previously granted to them by the Company. In connection with those option exercises, the Company acquired Class A Stock from them in payment of withholding taxes and the exercise price of the Class A Stock acquired upon exercise of the options, having fair market values (determined as of the various dates of delivery) as follows: Alan B. Levan — $3,882,356; Lewis F. Sarrica — $57,551; Marcia K. Snyder — $707,554.
 
The BankAtlantic Foundation is a non-profit foundation established by BankAtlantic. During 2005, the Foundation made donations aggregating $516,585, including $25,000 to the Broward Community College Foundation (as the third installment of a 4-year commitment of $100,000 to the Will and Jo Holcombe Institute for Teaching and Learning), $15,000 to the Florida Grand Opera, $7,500 to the Leadership Broward Foundation, $10,000 to Nova Southeastern University (including $5,000 as the third installment of a 5-year commitment of $25,000 to the Wayne Huizenga School of Business; and $5,000 to Nova Southeastern University Libraries), $10,000 to the Museum of Art of Fort Lauderdale (as the second installment of a 3-year $30,000 commitment) and $5,000 to the West Broward Family YMCA. In 2005 BankAtlantic made donations of $2,500 to West Broward Family YMCA, $25,290 to United Way of Broward County, $5,200 to Nova Southeastern University, $6,000 to ArtServe, $6,060 to Museum of Art Fort Lauderdale, $2,000 to Broward Community College Foundation, and $850 to Leadership Broward Foundation. Alan B. Levan sits on the Board of Nova Southeastern University, Jarett Levan sits on the Boards of the Leadership Broward Foundation, ArtServe and the Board of Governors of the Museum of Art of Fort Lauderdale, and D. Keith Cobb sits on the Boards of Nova Southeastern University and United Way of Broward County.
 
Jarett Levan, a director of the Company and son of its director, Chairman and CEO Alan B. Levan, is employed by BankAtlantic as President. He was paid approximately $357,000 for his services during 2005. Mr. Levan’s daughter, Shelley Levan Margolis, served as executive director of the BankAtlantic Foundation, receiving approximately $57,500 during 2005.
 
For information concerning director and management indebtedness, see “Director and Management Indebtedness” on page 6.


12


Table of Contents

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki