2. Investment in Woodbridge Holdings, LLC

On April 2, 2013, the Company invested $71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The investment was made in connection with Woodbridge’s acquisition on April 2, 2013 of the publicly held shares of Bluegreen. BFC holds the remaining 54% of Woodbridge’s outstanding equity interests and is the managing member of Woodbridge. Since BFC is the majority owner of Woodbridge and the managing member, the Company’s investment in Woodbridge is accounted for under the equity method. The Company’s investment in Woodbridge consisted of $60.4 million in cash (including $0.4 million in transaction costs) and a promissory note in Woodbridge’s favor in the principal amount of $11.75 million. In connection with the Company’s investment in Woodbridge, the Company and BFC entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company’s and BFC’s respective rights as members of Woodbridge and provides, among other things, for unanimity on certain specified “major decisions” and for distributions to be made on a pro rata basis in accordance with the Company’s and BFC’s percentage equity interests in Woodbridge.

The following are the adjustments to the investment in Woodbridge under the equity method for the three months ended March 31, 2014 (in thousands):



Investment in Woodbridge - December 31, 2013	$	78,573
Equity earnings in Woodbridge		6,222
Dividends received from Woodbridge		-
Investment in Woodbridge - March 31, 2014	$	84,795

The condensed Statements of Financial Condition as of the dates indicated of Woodbridge Holdings, LLC were as follows (in thousands):



		March 31,	December 31,
		2014	2013
Assets
Cash and restricted cash	$	218,494	224,104
Notes receivable, net		442,906	467,319
Inventory of real estate		207,801	204,256
Intangible assets		64,084	64,142
Other assets		160,952	126,494
Total assets	$	1,094,237	1,086,315
Liabilities and Equity
Accounts payable, accrued liabilities and other	$	117,189	116,956
Deferred tax liabilities, net		85,844	76,726
Notes payable		518,946	537,500
Junior subordinated debentures		148,072	147,431
Total liabilities		870,051	878,613
Total Woodbridge members' equity		183,507	169,981
Noncontrolling interest		40,679	37,721
Total equity		224,186	207,702
Total liabilities and equity	$	1,094,237	1,086,315

The condensed Statement of Operations of Woodbridge Holdings, LLC for the three months ended March 31, 2014 is as follows (in thousands):



		For the Three
		Months Ended
		March 31, 2014
Total revenues	$	129,920
Total costs and expenses		104,933
Other income		688
Income from continuing operations before taxes		25,675
Provision for income taxes		9,145
Income from continuing operations		16,530
Loss from discontinued operations, net of tax		(46)
Net income		16,484
Net income attributable to noncontrolling interest		(2,958)
Net income attributable to Woodbridge		13,526
BBX Capital equity interest in Woodbridge		46%
Equity earnings in Woodbridge	$	6,222