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Commitments and Contingencies
3 Months Ended
Mar. 31, 2014
Commitments and Contingencies  
Commitments and Contingencies

11.      Commitments and Contingencies

 

Standby letters of credit and surety bonds (performance and financial), issued by third-party entities, are used to guarantee our performance under various land development and construction agreements, land purchase obligations, escrow agreements, financial guarantees and other arrangements.  As of March 31, 2014, we had $3.8 million of outstanding letters of credit.  Performance bonds do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed.  Our performance and financial bonds, which totaled $21.3 million as of March 31, 2014, are typically outstanding over a period of approximately one to five years or longer, depending on, among other things, the pace of development.  Our estimated exposure on the outstanding performance and financial bonds as of March 31, 2014 was $13.9 million, primarily based on development remaining to be completed.

 

In accordance with various amenity and equity club documents, we operate certain facilities until control of the amenities is transferred to the membership.  Additionally, we are required to fund (i) the cost of constructing club facilities and acquiring related equipment and (ii) operating deficits prior to turnover.  We do not currently believe that these obligations will have a material adverse effect on our financial condition, results of operations or cash flows.

 

We may be responsible for funding certain condominium and homeowner association deficits in the ordinary course of business.

 

We maintain a 51.0% ownership interest in Pelican Landing Timeshare Ventures Limited Partnership (“Pelican Landing”), which operates multi-family timeshare units in Bonita Springs, Florida.  As the noncontrolling interest has substantive participating rights relating to operating decisions at the joint venture, we account for our investment in Pelican Landing under the equity method.  Because Pelican Landing has incurred cumulative net losses since 2010 and a return to profitability is not assured, we have discontinued applying the equity method for our share of its net losses and reduced our carrying value for such investment to zero.  As of March 31, 2014 and December 31, 2013, the carrying value of our investment in such joint venture was less than our ownership share of the capital on the partnerships’ books by $4.3 million and $4.4 million, respectively.  In the future, we may be required to make additional cash contributions to the joint venture to avoid the loss of some or all of our ownership interest.  Moreover, although Pelican Landing does not have outstanding debt, the partners may agree to incur debt to fund partnership and joint operations in the future.  We do not currently believe that our incremental cash requirements for Pelican Landing, if any, will have a material adverse effect on our financial condition, results of operations or cash flows.

 

Legal Proceedings

 

The Company and certain of its subsidiaries have been named as defendants in various claims, complaints and other legal actions arising in the normal course of business.  In the opinion of management, the outcome of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.  However, it is possible that future results of operations for any particular quarterly or annual period could be materially affected by changes in our estimates and assumptions pertaining to these proceedings or the ultimate resolution of related litigation.

 

One pending proceeding was brought by the Lesina at Hammock Bay Condominium Association, Inc. (the “Lesina Association”), alleging construction defects and other matters. This pending proceeding was filed as a proof of claim in our bankruptcy proceedings during February 2009 in an unliquidated amount. The Company asserted that all prepetition claims for construction defects were barred by the plan of reorganization and bankruptcy discharge and, therefore, we believe that any potential losses will not be material to our financial condition, results of operations and cash flows.  During May 2013, the Lesina Association received permission to file a state court action without violating the plan of reorganization and bankruptcy discharge.  During May 2013, we filed a Notice of Appeal of the decision with the U.S. District Court for the District of Delaware and, in July 2013, the Lesina Association filed its state court action in the Circuit Court of the Twentieth Judicial Circuit in and for Collier County, Florida. We dispute the allegations made in this action and are vigorously defending this action.  As a result of being in the early stages of litigation, we are unable to estimate the amount of any potential loss.