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Common Stock And Redeemable 5% Cumulative Preferred Stock
12 Months Ended
Dec. 31, 2019
Common Stock And Redeemable 5% Cumulative Preferred Stock [Abstract]  
Common Stock And Redeemable 5% Cumulative Preferred Stock

19.    Common Stock and Redeemable 5% Cumulative Preferred Stock



Common Stock



BBX Capital’s Articles of Incorporation authorize the Company to issue both Class A Common Stock, par value $.01 per share, and Class B Common Stock, par value $.01 per share. Under Florida law and the Company’s Articles of Incorporation, holders of Class A Common Stock and Class B Common Stock vote together as a single class on most matters presented to a vote of the Company’s shareholders. On such matters, holders of Class A Common Stock are entitled to one vote for each share held, with all holders of Class A Common Stock possessing in the aggregate 22% of the total voting power, while holders of Class B Common Stock possess the remaining 78% of the total voting power. If the number of shares of Class B Common Stock outstanding decreases to 1,800,000 shares, the Class A Common Stock’s aggregate voting power will increase to 40%, and the Class B Common Stock will have the remaining 60%. If the number of shares of Class B Common Stock outstanding decreases to 1,400,000 shares, the Class A Common Stock’s aggregate voting power will increase to 53%, and the Class B Common Stock will have the remaining 47%. These relative voting percentages will remain fixed unless the number of shares of Class B Common Stock outstanding decreases to 500,000 shares or less, at which time the fixed voting percentages will be eliminated, and holders of Class A Common Stock and holders of Class B Common Stock would then each be entitled to one vote per share held. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. The percentage of total common equity represented by Class A and Class B common stock was 83% and 17%, respectively, at December 31, 2019.



Share Repurchase Program



In September 2009, BBX Capital’s board of directors approved a share repurchase program which authorized the repurchase of up to 20,000,000 shares of BBX Capital’s Class A and Class B Common Stock at an aggregate cost of no more than $10.0 million. Under this program, BBX Capital repurchased 1.0 million shares of its Class A Common Stock for approximately $6.2 million  during April 2017.



In June 2017, BBX Capital’s board of directors approved a share repurchase program which replaced the September 2009 share repurchase program and authorizes the repurchase of up to 5,000,000 shares of BBX Capital’s Class A Common Stock and Class B Common Stock at an aggregate cost of up to $35.0 million. During the years ended December 31, 2019, 2018 and 2017, BBX Capital repurchased 3,228,890, 1,200,000 and 321,593 shares, respectively, of its Class A Common Stock for approximately $15.4 million, $7.6 million and $2.4 million, respectively. As of December 31, 2019,  249,517 shares of the Company’s Class A or Class B Common Stock remain available to be repurchased under the June 2017 share repurchase program. 



Cash Tender Offer



In April 2018, BBX Capital completed a cash tender offer pursuant to which it purchased and retired 6,486,486 shares of its Class A Common Stock at a purchase price of $9.25 per share for an aggregate purchase price of approximately $60.1 million, inclusive of acquisition costs. As of April 19, 2018, the shares purchased in the tender offer represented approximately 7.6% of the total number of outstanding shares of BBX Capital’s Class A Common Stock and 6.3% of BBX Capital’s total issued and outstanding equity (which includes the issued and outstanding shares of BBX Capital’s Class B Common Stock). 



Redeemable 5% Cumulative Preferred Stock



BBX Capital’s shares of mandatorily redeemable 5% Cumulative Preferred Stock were redeemable at its option at a redemption price of $1,000 per share and were classified as a liability in the Company’s consolidated statements of financial condition while such shares were outstanding due to the mandatory redemption feature.



In December 2013, the Company made a $5.0 million loan to the holders of the 5% Cumulative Preferred Stock and in March 2018, the Company redeemed 5,000 shares of the 5% Cumulative Preferred Stock in exchange for the cancellation of the $5.0 million loan to the holders of the 5% Cumulative Preferred Stock. 



In December 2019, the Company redeemed the remaining 10,000 shares of the 5% Cumulative Preferred Stock at their stated value of $10.0 million. 



For the years ended December 31, 2019, 2018, and 2017, the Company recorded interest expense related to the 5% Cumulative Preferred Stock of $1.0 million,  $1.1 million, and $1.2 million, respectively, in its consolidated statements of operations and comprehensive income.