4. 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 Company’s investment in Woodbridge was accounted for as a transaction between entities under common control as BFC is the controlling shareholder of the Company and Woodbridge. As a consequence, the investment in Woodbridge was recorded by the Company at BFC’s historical cost and the difference between 46% of BFC’s historical cost in Woodbridge ($85.1 million) and the amount the Company invested in Woodbridge ($71.75 million) was recognized as an increase in additional paid-in capital ($13.34 million) in the Company’s financial statements.

The following are the components of the Company’s initial investment in Woodbridge and the adjustments to the investment in Woodbridge under the equity method for the year ended December 31, 2014 and from the date of the investment (April 2, 2013) through December 31, 2013 (in thousands).


		For the Year	From April 2, 2013
		Ended	Through
		December 31, 2014	December 31, 2013

Cash to Woodbridge	$	-	60,404
Note payable to Woodbridge		-	11,750
Increase in additional paid-in capital		-	13,337
Investment in Woodbridge		78,573	85,491
Equity earnings in Woodbridge		25,282	13,461
Woodbridge capital transactions - excess tax benefits		957	-
Dividends received from Woodbridge		(31,786)	(20,379)
Investment in Woodbridge	$	73,026	78,573

The condensed Statement of Financial Condition as of December 31, 2014 and 2013, and the condensed Statement of Operations for the year ended December 31, 2014 and from April 2, 2013 through December 31, 2013 of Woodbridge Holdings, LLC are as follows (in thousands):



		December 31,	December 31,
		2014	2013
Assets
Cash and restricted cash	$	240,427	224,104
Notes receivable, net		424,267	455,569
Notes receivable from related parties		11,750	11,750
Inventory of real estate		194,713	204,256
Properties and equipment, net		72,319	63,252
Intangible assets		63,913	64,142
Other assets		53,158	63,242
Total assets	$	1,060,547	1,086,315
Liabilities and Equity
Accounts payable, accrued liabilities and other	$	114,263	116,956
Deferred tax liabilities, net		92,609	76,726
Notes payable		502,465	537,500
Junior subordinated debentures		150,038	147,431
Total liabilities		859,375	878,613
Total Woodbridge members' equity		157,920	169,981
Noncontrolling interest		43,252	37,721
Total equity		201,172	207,702
Total liabilities and equity	$	1,060,547	1,086,315



		For the Year Ended	From April 2, 2013
		December 31,	Through
		2014	December 31, 2013
Total revenues	$	580,328	399,708
Total costs and expenses		477,507	341,938
Other income		3,566	209
Income from continuing operations before taxes		106,387	57,979
Provision for income taxes		40,321	18,409
Income from continuing operations		66,066	39,570
(Loss) income from discontinued operations, net of tax		306	(332)
Net income		66,372	39,238
Net income attributable to noncontrolling interest		(11,411)	(9,974)
Net income attributable to Woodbridge		54,961	29,264
BBX Capital 46% equity earnings in Woodbridge	$	25,282	13,461