SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
March 31, 2000 Commission file #0-16976
ARVIDA/JMB PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 36-3507015
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Avenue., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/440-4800
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such a shorter period that
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . 21
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 23
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
ASSETS
------
MARCH 31, DECEMBER 31,
2000 1999
(Unaudited) (See Note)
------------- -----------
Cash and cash equivalents. . . . . . . . . . $ 11,930,624 71,965,185
Restricted cash. . . . . . . . . . . . . . . 17,695,127 13,800,070
Trade and other accounts receivable
(net of allowance for doubtful
accounts of $162,381 at
March 31, 2000 and $189,983
at December 31, 1999). . . . . . . . . . . 4,259,446 27,405,788
Real estate inventories. . . . . . . . . . . 176,987,162 160,011,715
Property and equipment, net. . . . . . . . . 27,974,583 28,306,211
Investments in and advances to
joint ventures, net. . . . . . . . . . . . 523,932 460,805
Equity memberships . . . . . . . . . . . . . 20,000 1,687,120
Amounts due from affiliates, net . . . . . . 728,678 650,163
Prepaid expenses and other assets. . . . . . 6,983,530 6,215,748
------------ ------------
Total assets . . . . . . . . . . . $247,103,082 310,502,805
============ ============
<PAGE>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
MARCH 31, DECEMBER 31,
2000 1999
(Unaudited) (See Note)
------------- -----------
Liabilities:
Accounts payable . . . . . . . . . . . . . $ 21,258,852 21,692,034
Deposits . . . . . . . . . . . . . . . . . 29,752,880 29,704,627
Accrued expenses and other
liabilities. . . . . . . . . . . . . . . 15,403,215 19,434,618
Notes and mortgages payable, net . . . . . 18,750,010 30,564,201
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . . 85,164,957 101,395,480
------------ ------------
Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions. . . . . . . . . . 20,000 20,000
Cumulative net income. . . . . . . . . . 60,292,000 60,143,692
Cumulative cash distributions. . . . . . (58,885,917) (45,246,973)
------------ ------------
1,426,083 14,916,719
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs. . . . . . . . . 364,841,815 364,841,815
Cumulative net income. . . . . . . . . . 212,779,498 198,097,006
Cumulative cash distributions. . . . . . (417,109,271) (368,748,215)
------------ ------------
160,512,042 194,190,606
------------ ------------
Total partners' capital
accounts . . . . . . . . . . . . 161,938,125 209,107,325
------------ ------------
Total liabilities and
partners' capital. . . . . . . . $247,103,082 310,502,805
============ ============
NOTE: The consolidated balance sheet at December 31, 1999 has been derived
from the audited consolidated financial statement at that date but does not
include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements.
The accompanying notes are an integral part
of these consolidated financial statements.
<PAGE>
ARVIDA/JMB PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- ----------
Revenues:
Housing. . . . . . . . . . . . . . . . . . $57,015,042 83,020,737
Homesites. . . . . . . . . . . . . . . . . 1,325,294 684,496
Land and property. . . . . . . . . . . . . 6,131,024 2,772,906
Operating properties . . . . . . . . . . . 4,003,252 4,620,790
Brokerage and other operations . . . . . . 1,097,143 6,303,640
----------- -----------
Total revenues . . . . . . . . . . . 69,571,755 97,402,569
----------- -----------
Cost of revenues:
Housing. . . . . . . . . . . . . . . . . . 46,705,676 66,183,155
Homesites. . . . . . . . . . . . . . . . . 908,104 475,325
Land and property. . . . . . . . . . . . . 4,206,974 2,243,260
Operating properties . . . . . . . . . . . 3,853,097 4,216,447
Brokerage and other operations . . . . . . 987,710 5,884,658
----------- -----------
Total cost of revenues . . . . . . . 56,661,561 79,002,845
----------- -----------
Gross operating profit . . . . . . . . . . . 12,910,194 18,399,724
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . (5,071,030) (3,714,687)
----------- -----------
Net operating income . . . . . . . . 7,839,164 14,685,037
Interest income. . . . . . . . . . . . . . . 1,212,352 1,413,236
Equity in earnings of unconsolidated
ventures . . . . . . . . . . . . . . . . . 30,804 430,527
Interest and real estate taxes,
net of amounts capitalized . . . . . . . . (456,564) (680,821)
----------- -----------
Net income before extraordinary
item . . . . . . . . . . . . . . . 8,625,756 15,847,979
Extraordinary item:
Gain on extinguishment of debt . . . . . . 6,205,044 --
----------- -----------
Net income . . . . . . . . . . . . . $14,830,800 15,847,979
=========== ===========
Net income before extraordinary
item per Limited Partner
Interest . . . . . . . . . . . . . $ 21.14 38.84
=========== ===========
Net income per Limited Partner-
ship Interest. . . . . . . . . . . $ 36.34 38.84
=========== ===========
Cash distributions per Limited
Partnership Interest . . . . . . $ 119.71 145.00
=========== ===========
The accompanying notes are an integral part
of these consolidated financial statements.
<PAGE>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- ----------
Net income . . . . . . . . . . . . . . . . . . $14,830,800 15,847,979
Charges (credits) to net income not
requiring (providing) cash:
Depreciation and amortization. . . . . . . . 740,570 802,505
Equity in earnings of unconsolidated
ventures . . . . . . . . . . . . . . . . . (30,804) (430,527)
Provision for doubtful accounts. . . . . . . (26,893) (26,284)
Extraordinary gain on extinguishment
of debt. . . . . . . . . . . . . . . . . . (6,205,044) --
Gain on sale of property and equipment . . . (182,702) --
Changes in:
Restricted cash. . . . . . . . . . . . . . . (3,895,057) (1,919,681)
Trade and other accounts receivable. . . . . 23,173,235 (25,960,751)
Real estate inventories:
Additions to real estate inventories . . . (62,892,278) (49,310,531)
Cost of sales. . . . . . . . . . . . . . . 47,400,906 64,921,884
Capitalized interest . . . . . . . . . . . (633,163) (989,937)
Capitalized real estate taxes. . . . . . . (850,912) (708,638)
Equity memberships . . . . . . . . . . . . . 1,667,120 136,426
Amounts due from affiliates, net . . . . . . (78,515) (156,817)
Prepaid expenses and other assets. . . . . . (928,697) 784,198
Accounts payable, accrued expenses
and other liabilities. . . . . . . . . . . (1,399,932) 1,542,885
Deposits and unearned income . . . . . . . . 48,253 3,202,778
------------ -----------
Net cash provided by
operating activities . . . . . . . 10,736,887 7,735,489
------------ -----------
Investing activities:
Acquisitions of property and equipment . . . (271,324) (776,912)
Proceeds from sales of property
and equipment. . . . . . . . . . . . . . . 206,000 --
Joint venture distributions. . . . . . . . . 43,876 745,328
------------ -----------
Net cash used in
investing activities . . . . . . . (21,448) (31,584)
------------ -----------
<PAGE>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
2000 1999
----------- ----------
Financing activities:
Proceeds from notes and mortgages
payable. . . . . . . . . . . . . . . . . . -- 796,282
Payments of notes and mortgages payable. . . (8,750,000) (183,832)
Distributions to General Partner and
Associate Limited Partners . . . . . . . . (13,638,944) (3,254,407)
Distributions to Limited Partners. . . . . . (48,361,056) (58,580,000)
------------ -----------
Net cash used in
financing activities . . . . . . . (70,750,000) (61,221,957)
------------ -----------
Decrease in Cash and cash equivalents. . . . . (60,034,561) (53,518,052)
Cash and cash equivalents,
beginning of period. . . . . . . . . . . . . 71,965,185 82,103,559
------------ -----------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . . . . $ 11,930,624 28,585,507
============ ===========
The accompanying notes are an integral part
of these consolidated financial statements.
<PAGE>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1999,
which are included in the Partnership's 1999 Annual Report on Form 10-K
(File No. 0-16976) filed on March 31, 2000, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements, and which are required by accounting principles
generally accepted in the United States for complete financial statements,
have been omitted from this report. Capitalized terms used but not defined
in this quarterly report have the same meanings as in the Partnership's
1999 Annual Report.
GENERAL
In the opinion of the General Partner, all adjustments (consisting
solely of normal recurring adjustments) necessary for a fair presentation
have been made to the accompanying consolidated financial statements as of
March 31, 2000 and December 31, 1999 and for the three months ended
March 31, 2000 and 1999. The results of operations for the three month
period ended March 31, 2000 are not necessarily indicative of the results
to be expected for the fiscal year ending December 31, 2000.
Capitalized Interest and Real Estate Taxes
Interest, including the amortization of loan fees, of $633,163 and
$989,937 was incurred for the three months ended March 31, 2000 and 1999,
respectively, all of which was capitalized. Interest payments, including
amounts capitalized, of $667,187 and $984,187 were made during the three
months ended March 31, 2000 and 1999, respectively. The decrease in
interest incurred and paid during the three month period ended March 31,
2000 as compared to the same period in 1999 is due primarily to the overall
decrease in the average amount of debt outstanding on the Partnership's
term loan.
Real estate taxes of $1,307,476 and $1,389,459 were incurred for the
three months ended March 31, 2000 and 1999, respectively, of which $850,912
and $708,638 were capitalized, respectively. Real estate tax payments of
$58,621 and $51,674 were made during the three months ended March 31, 2000
and 1999, respectively. In addition, real estate tax reimbursements
totaling $58,375 and $8,460 were received from the Partnership's escrow
agent during the three months ended March 31, 2000 and 1999, respectively.
The preceding analysis of real estate taxes does not include real estate
taxes incurred or paid with respect to the Partnership's club facilities
and other operating properties as these taxes are included in cost of
revenues for operating properties.
Property and Equipment and Other Assets
Depreciation expense of $579,655 and $641,590 was incurred for the
three months ended March 31, 2000 and 1999, respectively. Amortization of
other assets, excluding loan fees, of $98,415 was incurred for each of the
three months ended March 31, 2000 and 1999. Amortization of loan fees,
which is included in interest expense, of $62,500 was incurred for each of
the three months ended March 31, 2000 and 1999.
<PAGE>
Partnership Distributions
During February 2000, the Partnership made a distribution for 1999 of
$48,361,056 to its Holders of Interests ($119.71 per Interest) and
$13,638,944 to the General Partner and Associate Limited Partners,
collectively. These distributions are the primary cause for the decrease
in Cash and cash equivalents on the accompanying consolidated balance
sheets at March 31, 2000 as compared to December 31, 1999.
In addition, during April 2000, distributions totaling $18,864
(approximately $.05 per Interest), and $6,443 were deemed to be paid to the
Holders of Interests and to the General Partner and Associate Limited
Partners, respectively, all of which was remitted to the North Carolina tax
authorities on their behalf for the 1999 non-resident withholding tax.
Reclassifications
Certain reclassifications have been made to the 1999 financial
statements to conform to the 2000 presentation.
NOTES AND MORTGAGES PAYABLE
At March 31, 2000, the balances outstanding on the term loan, the
revolving line of credit and the letter of credit facility were
approximately $18,750,000, $0 and $287,000, respectively. For the three
month period ended March 31, 2000, the combined effective interest rate for
the Partnership's credit facilities, including the amortization of loan
origination fees and the effect of the interest rate swap agreements, was
approximately 9.4% per annum.
In January 2000, the Partnership received a commitment letter from
First Union National Bank, N.A. for a $20 million loan for the development
and construction of The Shoppes of Town Center in Weston, a mixed use
retail/office plaza consisting of approximately 148,000 net leasable square
feet. The commitment period has been extended until May 19, 2000, in order
for the Partnership to satisfy certain closing conditions for the loan,
including pre-leasing requirements. The loan would be made to an indirect,
majority-owned subsidiary of the Partnership, and the Partnership would
guarantee the obligations of the borrower, subject to a reduction in the
guarantee upon the satisfaction of certain conditions. Interest on the
loan would be payable monthly based on the relevant LIBOR rate plus 180
basis points per annum during the first year of the loan. Thereafter,
subject to the satisfaction of certain conditions, the loan would be
extended for two years and payments of principal and interest would be due
on the loan based upon a 25 year loan amortization schedule. The loan
would be payable in full on the third anniversary from the date of closing,
which is currently expected to occur in the second quarter of 2000.
INVESTMENTS IN AND ADVANCES TO JOINT VENTURES
In March 1999, the Pompano Park Joint Venture closed on the sale of
its commercial/industrial property on an "as is" basis to an unaffiliated
third party for a sale price of $2.9 million. The net closing proceeds
totaling approximately $2.7 million were disbursed to the joint venture's
lender in full satisfaction of the remaining balance outstanding on the
mortgage loan encumbering the property. As a result of the property's
sale, the joint venture and the Partnership have no future obligation to
the purchaser to fund costs related to the environmental clean-up of this
property. With respect to the environmental issues, the clean-up, which
began in July 1994, is in a "monitoring only" phase pursuant to an informal
arrangement with state environmental officials. There are no assurances
that further clean-up will not be required. If further action is required
and the previous owner is unable to fulfill all its obligations as they
relate to this environmental issue, the joint venture and ultimately the
Partnership may be obligated to the state for such costs. Should this
occur, the Partnership does not anticipate the cost of this clean-up to be
material to its operations.
<PAGE>
TRANSACTIONS WITH AFFILIATES
The Partnership, subject to certain limitations, may engage affiliates
of the General Partner for insurance brokerage and certain other
administrative services to be performed in connection with the
administration of the Partnership and its assets. The total of such costs
for the three months ended March 31, 2000 was approximately $16,600, all of
which was paid as of March 31, 2000. The total of such costs for the three
months ended March 31, 1999 was approximately $31,000. In addition, the
General Partner and its affiliates are entitled to reimbursements for
salaries and salary-related costs relating to the administration of the
Partnership and the operation of the Partnership's properties. Such costs
were approximately $358,100 and $115,100 for the three months ended
March 31, 2000 and 1999, respectively, all of which were paid as of
March 31, 2000.
The Partnership receives reimbursements from or reimburses other
affiliates of the General Partner engaged in real estate activities for
certain general and administrative costs including, and without limitation,
salaries and salary-related costs relating to work performed by employees
of the Partnership and certain out-of-pocket expenditures incurred on
behalf of such affiliates. For the three month period ended March 31,
2000, the amount of such costs incurred by the Partnership on behalf of
these affiliates totaled approximately $156,300. At March 31, 2000,
approximately $45,400 was owed to the Partnership, all of which was
received as of May 5, 2000. For the three month period ended March 31,
1999, the Partnership was entitled to reimbursements of approximately
$228,100.
In November 1997, The St. Joe Company completed its acquisition of a
majority interest in St. Joe/Arvida Company, L.P. ("St. Joe/Arvida"), which
acquired the major assets of Arvida Company ("Arvida"). The transaction
did not involve the sale of any assets of the Partnership, nor the sale of
the General Partner's interest in the Partnership. In connection with this
transaction, Arvida entered into a sub-management agreement with St.
Joe/Arvida, effective January 1, 1998, whereby St. Joe/Arvida provides (and
is reimbursed for) a substantial portion of the development and management
supervisory and advisory services (and personnel with respect thereto) to
the Partnership that Arvida would otherwise have provided pursuant to its
management agreement with the Partnership. Effective January 1, 1998, St.
Joe/Arvida employs most of the same personnel previously employed by
Arvida, and the services provided to the Partnership pursuant to this sub-
management agreement are provided by the same personnel. St. Joe/Arvida is
reimbursed for such services and personnel on the same basis as Arvida
under the management agreement, and such reimbursements are made directly
by the Partnership. Affiliates of JMB Realty Corporation own a minority
interest in St. Joe/Arvida.
For the three month periods ended March 31, 2000 and 1999, the
Partnership reimbursed St. Joe/Arvida or its affiliates approximately
$2,897,200 and $2,740,100, respectively, for the services provided to the
Partnership by St. Joe/Arvida pursuant to the sub-management agreement
discussed above. At March 31, 2000, the Partnership owed St. Joe/Arvida
approximately $213,700 for services provided pursuant to this agreement,
all of which was paid as of May 5, 2000. The Partnership also receives
reimbursement from St. Joe/Arvida for certain general and administrative
costs including, and without limitation, salaries and salary-related costs
relating to work performed by employees of the Partnership on behalf of St.
Joe/Arvida. For the three month periods ended March 31, 2000 and 1999, the
Partnership received approximately $391,000 and $449,900, respectively,
from St. Joe/Arvida or its affiliates. Of this amount, approximately
$202,900 was owed to the Partnership at March 31, 2000, all of which was
received as of May 5, 2000.
<PAGE>
The Partnership pays for certain general and administrative costs on
behalf of its clubs, homeowner associations and maintenance associations
(including salaries and salary-related costs and legal fees). The
Partnership receives reimbursements from these entities for such costs.
For the three month periods ended March 31, 2000 and 1999, the Partnership
was entitled to receive approximately $364,500 and $453,400, respectively,
from these entities. At March 31, 2000, approximately $71,000 was owed to
the Partnership, none of which was received as of May 5, 2000.
The Partnership, pursuant to certain agreements, provides management
and other personnel and services to certain of its equity clubs and
homeowners associations. Pursuant to these agreements, the Partnership is
entitled to receive management fees for the services provided to these
entities. Due to the timing of the cash flows generated from these
entities' operations, such fees are typically paid in arrears. For the
three months ended March 31, 2000 and 1999, the Partnership was entitled to
receive approximately $198,200 and $350,500, respectively. At March 31,
2000, approximately $619,900 was unpaid (including amounts owed from the
previous year), none of which was received as of May 5, 2000.
The Partnership funds working capital advances and operating deficits
of its equity clubs, as well as operating deficits of its homeowners
associations as required or deemed necessary. The working capital advances
are non-interest bearing, short-term in nature, and are expected to be
reimbursed from future cash flows of the equity clubs. The funding of
operating deficits is expensed by the Partnership. The Partnership also
funds, at its option, certain capital expenditures of its equity clubs.
For the three months ended March 31, 2000, the Partnership was entitled to
receive approximately $3,500. At March 31, 2000, approximately $3,300 was
owed to the Partnership, none of which was received as of May 5, 2000.
In February 2000, the General Partner and Associate Limited Partners,
collectively, received cash distributions in the aggregate amount of
$13,638,944. Such amount included approximately $1,259,000 previously
deferred by the General Partner and Associate Limited Partners,
collectively, out of their share of the August 1997 distribution in
connection with the settlement of certain litigation, as well as $6,305,844
of the total $12,541,500 that had previously been deferred pursuant to the
terms of the Partnership agreement. Under the terms of the Partnership
Agreement, the remaining deferred distributions payable to the General
Partner and Associate Limited Partners, collectively, totaling $6,235,656,
will be paid to them out of one-half of net cash flow otherwise
distributable to the Holders of Interests until all of such deferred
amounts have been paid.
All amounts receivable from or payable to the General Partner or its
affiliates do not bear interest and are expected to be paid in future
periods.
EXTRAORDINARY GAIN
In March 2000, the Partnership closed on the sale of the remaining
lots at The Cullasaja Club Community, as well as its remaining equity
memberships in the Cullasaja Club to the Cullasaja Club, Inc. and Cullasaja
Realty Development, Inc. for a total sales price of approximately $3.0
million. In addition, debt principal owed to unaffiliated third party
lenders, as well as related accrued interest, was extinguished in
conjunction with this sale, as the payment of such principal and interest
was contingent upon net cash flows generated from the Cullasaja Community.
Such cash flows were not achieved, and as a result, the Partnership
recorded an extraordinary gain related to the extinguishment of debt of
approximately $6.2 million, as reflected on the accompanying consolidated
statement of operations. This transaction resulted in a gain for financial
reporting purposes and a loss for tax reporting purposes, and also resulted
in the decrease in Equity memberships and Accrued and other liabilities on
the accompanying consolidated balance sheets at March 31, 2000 as compared
to December 31, 1999.
<PAGE>
COMMITMENTS AND CONTINGENCIES
As security for performance of certain development obligations, the
Partnership is contingently liable under standby letters of credit and
performance bonds for approximately $287,000 and $18,287,000, respectively,
at March 31, 2000. In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $1,020,000 at March 31, 2000.
The Partnership was named a defendant in a number of homeowner
lawsuits, certain of which purported to be class actions, that allegedly in
part arose out of or related to Hurricane Andrew, which on August 24, 1992
resulted in damage to a former community development known as Country Walk.
The homeowner lawsuits alleged, among other things, that the damage
suffered by the plaintiffs' homes and/or condominiums within Country Walk
was beyond what could have been reasonably expected from the hurricane
and/or was a result of the defendants' alleged defective design,
construction, inspection and/or other improper conduct in connection with
the development, construction and sales of such homes and condominiums,
including alleged building code violations. The various plaintiffs sought
varying and, in some cases, unspecified amounts of compensatory damages and
other relief.
Several of these lawsuits alleged that the Partnership was liable,
among other reasons, as a result of its own alleged acts of misconduct or
as a result of the Partnership's alleged assumption of Arvida Corporation's
liabilities in connection with the Partnership's purchase of Arvida
Corporation's assets from The Walt Disney Company ("Disney") in 1987, which
included certain assets related to the Country Walk development. Pursuant
to the agreement to purchase such assets, the Partnership obtained
indemnification by Disney for certain liabilities relating to facts or
circumstances arising or occurring prior to the closing of the
Partnership's purchase of the assets. Over 80% of the Arvida-built homes
in Country Walk were built prior to the Partnership's ownership of the
Community. The Partnership has tendered each of the above-described
lawsuits to Disney for defense and indemnification in whole or in part
pursuant to the Partnership's indemnification rights. Where appropriate,
the Partnership has also tendered these lawsuits to its various insurance
carriers for defense and coverage. The Partnership is unable to determine
at this time to what extent damages in these lawsuits, if any, against the
Partnership, as well as the Partnership's cost of investigating and
defending the lawsuits, will ultimately be recoverable by the Partnership
either pursuant to its rights of indemnification by Disney or under
contracts of insurance.
One of the Partnership's insurance carriers has been funding
settlements of various litigation related to Hurricane Andrew. In some,
but not all, instances, the insurance carrier has provided the Partnership
with written reservation of rights letters. The aggregate amount of the
settlements funded to date by this carrier is approximately $9.93 million.
The insurance carrier that funded these settlements pursuant to certain
reservations of rights has stated its position that it has done so pursuant
to various non-waiver agreements. The carrier's position was that these
non-waiver agreements permitted the carrier to fund settlements without
preventing the carrier from raising insurance coverage issues or waiving
such coverage issues. On May 23, 1995, the insurance carrier rescinded the
various non-waiver agreements currently in effect regarding the remainder
of the Hurricane Andrew litigation, allegedly without waiving any future
coverage defenses, conditions, limitations, or rights. For this and other
reasons, the extent to which the insurance carrier may recover any of these
proceeds from the Partnership is uncertain. Therefore, the accompanying
consolidated financial statements do not reflect any accruals related to
this matter.
<PAGE>
Currently, the Partnership is a defendant in one remaining insurance
subrogation matter. On or about May 10, 1996, a subrogation claim entitled
Juarez et al. v. Arvida Corporation et al. was filed in the Circuit Court
of the Eleventh Judicial Circuit in and for Dade County. Plaintiffs filed
this suit for the use and benefit of American Reliance Insurance Company
("American Reliance"). In this suit, plaintiffs seek to recover damages,
pre-and post-judgment interest, costs and any other relief the Court may
deem just and proper in connection with $3,200,000 American Reliance
allegedly paid on specified claims at Country Walk in the wake of Hurricane
Andrew. Disney is also a defendant in this suit. The Partnership is
advised that the amount of this claim that allegedly relates to units it
sold is approximately $350,000. The Partnership is being defended by
counsel for one of its insurance carriers. Due to the uncertainty of the
outcome of this subrogation action, the accompanying consolidated financial
statements do not reflect any accruals related to this matter.
The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight, and Nine Maintenance Associations,
Inc., v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No.
95-23003-CA-08, filed in the Circuit Court of the 11th Judicial Circuit in
and for Dade County, Florida. The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997. In the case, plaintiffs
seek damages, attorneys fees and costs on behalf of the 460 building units
they allegedly represent for, among other things, alleged damages
discovered in the course of making Hurricane Andrew repairs. Plaintiffs
allege that Walt Disney World Company is responsible for liabilities that
may arise in connection with approximately 80% of the buildings at the
Lakes of the Meadow Village Homes and that the Partnership is potentially
liable for the approximately 20% remaining amount of the buildings. In the
three count amended complaint, plaintiffs allege breach of building codes
and breach of implied warranties. In addition, plaintiffs seek rescission
and cancellation of various general releases obtained by the Partnership in
the course of the turnover of the Community to the residents. Previously,
the trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership. The
ruling was reversed on appeal, the appellate court finding that there were
issues of material fact which precluded the entry of judgment for the
Partnership, and the case was remanded to the trial court for further
proceedings. On or about April 9, 1999, plaintiffs supplied a budget
estimate for repairs of the alleged defects and damages based on a limited
survey of nine buildings only. Based on this limited survey and assuming
that the same alleged defects and damages show up with the same frequency
in the entire 460 units, plaintiffs estimate the total repairs to cost
approximately $7.0 million. Based on the allegations of the amended
complaint, it would appear that plaintiffs would seek to hold the
Partnership responsible for approximately $1.4 million of this amount.
Discovery in this litigation is in its early stages. The Partnership has
not had an opportunity to examine all of the buildings nor fully assess the
alleged merits of the plaintiffs' report. The Partnership is currently
being defended by counsel for one of its insurance carriers. The
Partnership intends to vigorously defend itself by, among other things,
pursuing its defenses of release and otherwise.
The Partnership has been advised by Merrill Lynch that various
investors have sought to compel Merrill Lynch to arbitrate claims brought
by certain investors of the Partnership representing approximately 5% of
the total of approximately 404,000 Interests outstanding. Merrill Lynch
has asked the Partnership and its General Partner to confirm an obligation
of the Partnership and its General Partner to indemnify Merrill Lynch in
these claims against all loss, liability, claim, damage and expense,
including without limitation attorneys' fees and expenses, under the terms
of a certain Agency Agreement dated September 15, 1987 ("Agency Agreement")
<PAGE>
with the Partnership relating to the sale of Interests through Merrill
Lynch on behalf of the Partnership. These claimants have sought and are
seeking to arbitrate claims involving unspecified damages against Merrill
Lynch based on Merrill Lynch's alleged violation of applicable state and/or
federal securities laws and alleged violations of the rules of the National
Association of Securities Dealers, Inc., together with pendent state law
claims. The Partnership believes that Merrill Lynch has resolved some of
these claims through litigation and otherwise, and that Merrill Lynch is
defending other claims. The Agency Agreement generally provides that the
Partnership and its General Partner shall indemnify Merrill Lynch against
losses occasioned by any actual or alleged misstatements or omissions of
material facts in the Partnership's offering materials used in connection
with the sale of Interests and suffered by Merrill Lynch in performing its
duties under the Agency Agreement, under certain specified conditions. The
Agency Agreement also generally provides, under certain conditions, that
Merrill Lynch shall indemnify the Partnership and its General Partner for
losses suffered by the Partnership and occasioned by certain specified
conduct by Merrill Lynch in the course of Merrill Lynch's solicitation of
subscriptions for, and sale of, Interests. The Partnership is unable to
determine the ultimate investment of investors who have filed arbitration
claims as to which Merrill Lynch might seek indemnification in the future.
At this time, and based upon the information presently available about the
arbitration statements of claims filed by some of these investors, the
Partnership and its General Partner believe that they have meritorious
defenses to demands for indemnification made by Merrill Lynch and intend to
vigorously pursue such defenses. Although there can be no assurance
regarding the outcome of the claims for indemnification, at this time,
based on information presently available about such arbitration statements
of claims, the Partnership and its General Partner do not believe that the
demands for indemnification by Merrill Lynch will have a material adverse
effect on the financial condition of the Partnership.
On or about October 16, 1995, a lawsuit was filed against the
Partnership and others in the Circuit Court of the 15th Judicial Circuit,
in and for Palm Beach County, Florida, entitled Council of Villages, Inc.
et al v. Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida/JMB
Partners, Ltd., Broken Sound Club, Inc., and Country Club Maintenance
Association, Inc. (the "Council of Villages" case). The multi-count
complaint, as amended, is brought as a class action, and individually, on
behalf of various residents of the Broken Sound Community, and alleges that
defendants engaged in various acts of misconduct in, among other things,
the establishment, operation, management and marketing of the Broken Sound
golf course and recreational facilities, as well as the alleged improper
failure to turn over such facilities to the Broken Sound homeowners on a
timely basis. Plaintiffs seek, through various theories, including but not
limited to breach of ordinances, breach of fiduciary duty (constructive
trust), individual counts for fraudulent inducement and civil theft,
damages in excess of $45 million, the appointment of a receiver for the
Broken Sound Club, other unspecified compensatory damages, the right to
seek punitive damages, treble damages, prejudgment interest, attorneys'
fees and costs. The Partnership believes that the lawsuit is without merit
and intends to vigorously defend itself in this matter.
On or about July 30, 1996, Savoy v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida/JMB Partners, Ltd., and Broken Sound Club, Inc. was
filed against the Partnership and others in the Circuit Court of the 15th
Judicial Circuit, in and for Palm Beach County, Florida. The lawsuit is
filed as a three-count complaint for dissolution of the Broken Sound Club,
Inc. ("Club"), and seeks, among other things, the appointment of a
custodian or receiver for the Club, a determination that certain acts be
deemed wrongful, the return to the Club of in excess of $2.5 million in
alleged "operating profits", an injunction against the charging of certain
dues, an injunction requiring the Club to produce certain financial
statements, and such other relief as the Court deems just, fair and proper.
This action has been consolidated with the Council of Villages case. The
Partnership believes the lawsuit is without merit and intends to vigorously
defend itself.
<PAGE>
In April 1997, the Court issued an order certifying as a class action
claims respecting the alleged violation of the Boca Raton ordinances. Both
plaintiffs and defendants appealed the certification order. On appeal, the
appellate court approved certification of a class action for the following
counts: breach of ordinances, breach of fiduciary duty, civil theft
(treble damages) and unjust enrichment. The Partnership sought further
review of the certification ruling, but relief was denied by the Florida
Supreme Court on May 6, 1999. Plaintiffs moved for an appointment of a
receiver over the Club. The Partnership moved to strike the motion and the
Court granted the Partnership's motion. The Partnership has filed a third-
party complaint for indemnification and contribution against Disney in
these consolidated actions in the event the Partnership is held liable for
acts taken by a subsidiary of Disney prior to the Partnership's involvement
in the Club and property.
The parties to the Council of Villages case filed cross motions for
summary judgment and other motions on various matters related to the case.
The Court has granted the Partnership's motions for summary judgment as
they relate to: civil theft (treble damages), all of the individual counts
for fraudulent inducement, and breach of the City of Boca Raton ordinance
regarding open space and PUD regulations of the City. The Court has
granted the plaintiffs' motion for summary judgment as to the breach of a
city ordinance concerning impact fees for parks and recreation purposes.
The Court has also allowed the plaintiffs to amend their Complaint to seek
reimbursement from the Partnership for legal fees and expenses paid by the
Partnership's co-defendants in this lawsuit. Currently, defendants' fees
are being split among the Country Club Maintenance Association, Inc.,
Broken Sound Club, Inc., and the Partnership. Approximately $4,000,000 in
legal fees and expenses have been incurred in the lawsuit as of March 31,
2000.
The Court has issued further orders in the case. The Court has denied
Disney's motion for summary judgment regarding its obligation to indemnify,
the Court finding that there are issues of material fact regarding the
circumstances under which Disney must indemnify the Partnership. The Court
has reconsidered its earlier ruling that Disney has a duty to defend the
Partnership in this action and has now determined that there are issues of
fact regarding Disney's duty to defend the Partnership that cannot be
determined before trial. The Court has denied plaintiffs' motion to amend
the complaint to obtain punitive damages and plaintiffs' motion for
rehearing, reconsideration or clarification with respect to the Court's
rulings on the Boca Raton ordinance regarding open space, fraudulent
inducement, and civil theft (treble damages). The Partnership's motion for
summary judgment as to the breach of fiduciary duty has been granted.
Finally, the Partnership's motion for summary judgment as to unjust
enrichment has been denied. Among the matters currently scheduled for
trial are the following: damages for breach of the land dedication
ordinance; the damages, if any, recoverable for alleged unjust enrichment,
including without limitation the alleged damages for return of the fees
charged for club membership offset by the value of the club, excessive
management fees, and damages from the planting of ficus trees; the
Partnership's exposure, if any, for the return of a portion of the
attorneys' fees as described above; and the issues arising from the
Partnership's third party complaint against Disney. While the matter is
still on the Court's final docket, no new trial date has been set. The
Partnership is involved in mediation for the possible settlement of this
action. The Partnership can give no assurances that the mater will be
resolved. If the matter is not settled, the Partnership will vigorously
defend itself.
The Partnership is also a defendant in several actions brought against
it arising in the normal course of business. It is the belief of the
General Partner, based on knowledge of facts and advice of counsel, that
the claims made against the Partnership in such actions will not result in
any material adverse effect on the Partnership's consolidated financial
position or results of operations.
<PAGE>
The Partnership may be responsible for funding certain other ancillary
activities for related entities in the ordinary course of business which
the Partnership does not currently believe will have any material adverse
effect on its consolidated financial position or results of operations.
GENERAL PARTNER
The General Partner of the Partnership is Arvida/JMB Managers, Inc., a
Delaware corporation. All of its outstanding shares of stock are owned by
AF Investors, LLC, a Delaware limited liability company which is
substantially owned by Northbrook Corporation, a Delaware corporation
("Northbrook"). A significant majority of the outstanding stock of
Northbrook is owned by officers and directors of JMB Realty Corporation, a
Delaware corporation ("JMB"), together with members of their families and
their affiliates. Substantially all of the shares of JMB are owned by
certain of its officers, directors, members of their families and their
affiliates. Arvida/JMB Managers, Inc. became the general partner of the
Partnership as a result of a merger on March 30, 1990 of an affiliated
corporation that was the then general partner of the Partnership into
Arvida/JMB Managers, Inc., which, as the surviving corporation of such
merger, continues as General Partner. On May 1, 1999, a $20,561,034
portion of a note receivable from Northbrook to Arvida/JMB Managers, Inc.
was assigned and distributed to Northbrook. As a result of such assignment
and distribution, the remaining note has an outstanding principal balance
of $1,000,000 and bears interest at the applicable Federal rate for short-
term loans (5.80% as of March 31, 2000). All interest is deferred and is
added to the principal balance of the note. The note, as extended, is due
June 30, 2001. The General Partner has responsibility for all aspects of
the Partnership's operations. The condensed balance sheet of Arvida/JMB
Managers, Inc. as of March 31, 2000 is as follows:
Assets
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . $ 575,710
Investment in partnerships. . . . . . . . . . . . . . . 981,296
Other assets. . . . . . . . . . . . . . . . . . . . . . 31,464
-----------
$ 1,588,470
===========
Owner's equity
Capital stock . . . . . . . . . . . . . . . . . . . . . $ 1,000
Additional paid-in capital, net of retained deficit
and dividends . . . . . . . . . . . . . . . . . . . . 2,601,891
Less: note receivable from Northbrook . . . . . . . . . (1,014,421)
-----------
$ 1,588,470
===========
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying consolidated
financial statements ("Notes") contained in this report for additional
information concerning the Partnership and its operations.
Pursuant to Section 5.5 J of the Partnership Agreement, on October 23,
1997, the Board of Directors of the General Partner met and approved a
resolution selecting the option set forth in Section 5.5 J.(i)(c) of the
Partnership Agreement for the Partnership to commence an orderly
disposition of its remaining assets that is to be completed by the end of
October 2002.
At March 31, 2000 and December 31, 1999, the Partnership had
unrestricted Cash and cash equivalents of approximately $11,930,600 and
$71,965,200, respectively. The decrease in Cash and cash equivalents at
March 31, 2000 as compared to December 31, 1999 is due primarily to
distributions to partners and Holders of Interests made during February
2000 totaling $62 million, of which approximately $48,361,000 was
distributed to the Holders of Interests ($119.71 per Interest), and
approximately $13,639,000 was distributed to the General Partner and
Associate Limited Partners, collectively. In March 1999, the Partnership
made a distribution of approximately $58,580,000 to the Holders of
Interests ($145 per Interest), and $3,254,407 to the General Partner and
Associate Limited Partners, collectively.
In accordance with the Partnership Agreement, until the Holders of
Interests received aggregate distributions equal to their Capital
Investment (i.e., $1,000 per Interest), the General Partner and Associate
Limited Partners deferred a portion of their distributions of net cash flow
from the Partnership totaling approximately $12,541,000 through
December 31, 1999. With the distribution made in February 2000, Holders of
Interests have received aggregate distributions in excess of their Capital
Investments. In addition, in connection with the settlement of certain
litigation, the General Partner and Associate Limited Partners deferred
approximately $1,259,000 of their share of the August 1997 distribution
which was otherwise distributable to them, and such deferred distribution
amount was used by the Partnership to pay a portion of the legal fees and
expenses in the litigation. The General Partner and Associate Limited
Partners were entitled to receive such deferred amount after the Holders of
Interests received a specified amount of distributions from the Partnership
after July 1, 1996, the remaining amount of which was received by the
Holders of Interest as part of their distribution in February 2000. The
distribution made in February 2000 to the General Partner and Associate
Limited Partner included the $1,259,000 amount of their August 1997
distribution that was previously deferred, as well as $6,305,844 of the
approximately $12,541,500 of net cash flow distributions to the General
Partner and Associate Limited Partners previously deferred pursuant to the
terms of the Partnership Agreement. Pursuant to the terms of the
Partnership Agreement, the remaining deferred distributions payable to the
General Partner and Associate Limited Partners totalling $6,235,656 will be
paid to them out of one-half of net cash flow otherwise distributable to
the Holders of Interest until all such deferred amounts have been paid.
At March 31, 2000, the balances outstanding under the term loan, the
revolving line of credit and the letter of credit facility were
approximately $18,750,000, $0 and $287,000, respectively. Interest on the
credit facility is based, at the Partnership's option, on the relevant
LIBOR plus 1.75% per annum or the lender's prime rate. The Partnership has
interest rate swap agreements that are in effect with respect to $27.5
million, which includes the entire amount currently outstanding under the
term loan as well as a portion of the term loan that has been prepaid. The
<PAGE>
interest rate swap agreements fix the interest rate at 8.02% and 7.84% with
respect to $16,666,667 and $10,833,333, respectively, and expire on
July 31, 2001. In November 1998, the Partnership prepaid $7,333,333 of the
$12.5 million principal repayment on the term loan scheduled for July 1999.
In June 1999, the Partnership paid the remaining $4,166,667 of the $12.5
million repayment scheduled for July 1999, prepaid the additional
$6,250,000 principal repayment due in February 2000, and prepaid $3,750,000
of the $12.5 million principal repayment scheduled for July 2000. In March
2000, the Partnership prepaid the remaining $8,750,000 of the $12,500,000
principal repayment scheduled for July 2000. For the quarter ended
March 31, 2000, the combined effective interest rate for the Partnership's
credit facilities, including the amortization of loan fees and the effect
of the interest rate swap agreements, was approximately 9.4% per annum.
In January 2000, the Partnership received a commitment letter from
First Union National Bank, N.A. for a $20 million loan for the development
and construction of The Shoppes of Town Center in Weston, a mixed use
retail/office plaza consisting of approximately 148,000 net leasable square
feet. The commitment period has been extended until May 19, 2000, in order
for the Partnership to satisfy certain closing conditions for the loan,
including pre-leasing requirements. The loan would be made to an indirect,
majority-owned subsidiary of the Partnership, and the Partnership would
guarantee the obligations of the borrower, subject to a reduction in the
guarantee upon the satisfaction of certain conditions. Interest on the
loan would be payable monthly based on the relevant LIBOR rate plus 180
basis points per annum during the first year of the loan. Thereafter,
subject to the satisfaction of certain conditions, the loan would be
extended for two years and payments of principal and interest would be due
on the loan based upon a 25 year loan amortization schedule. The loan
would be payable in full on the third anniversary from the date of closing,
which is currently expected to occur in the second quarter of 2000.
In March 2000, the Partnership entered into a contract with an
unaffiliated third party builder for the bulk sale of the remaining lot
inventory, consisting of approximately 103 developed and undeveloped lots,
and the sales center at its Water's Edge Community for a sale price of
approximately $3.2 million. The contract provides for the lots to be sold
in three phases, with the final phase expected to close prior to the end of
2000. The closing of the first phase of 29 lots was completed in March
2000 for approximately $0.7 million. Due to the Partnership recording an
inventory impairment as of December 31, 1999 to reduce the carrying value
of Water's Edge to its estimated fair value at that date, this transaction
resulted in an approximate $0.1 million gain for financial reporting
purposes and an approximate $0.7 million loss for tax reporting purposes.
In March 2000, the Partnership closed on the sale of the remaining
lots at The Cullasaja Club Community, as well as its remaining equity
memberships in the Cullasaja Club to the Cullasaja Club, Inc. and Cullasaja
Realty Development, Inc. for a total sales price of approximately $3.0
million. In addition, debt principal owed to unaffiliated third party
lenders, as well as related accrued interest, was extinguished in
conjunction with this sale, as the payment of such principal and interest
was contingent upon net cash flows generated from the Cullasaja Community.
Such cash flows were not achieved, and as a result, the Partnership
recorded an extraordinary gain related to the extinguishment of debt of
approximately $6.2 million, as reflected on the accompanying consolidated
statement of operations. This transaction resulted in a gain for financial
reporting purposes and a loss for tax reporting purposes, and also resulted
in the decrease in Equity memberships and Accrued and other liabilities on
the accompanying consolidated balance sheets at March 31, 2000 as compared
to December 31, 1999.
RESULTS OF OPERATIONS
The results of operations for the three months ended March 31, 2000
and 1999, are primarily attributable to the development and sale or
operation of the Partnership's assets.
<PAGE>
For the three months ended March 31, 2000, the Partnership (including
its consolidated and unconsolidated ventures) closed on the sale of 302
housing units, 69 homesites, the remaining lots and equity memberships at
The Cullasaja Club Community, a commercial office building in Boca Raton,
Florida, several one-story commercial office buildings in Weston, and the
bulk sale of 29 lots and the sales center at its Waters Edge Community.
This compares to closings in the first quarter of 1999 of 295 housing
units, 13 homesites, approximately 46 acres of developed and undeveloped
land, as well as the sale of the remaining Sawgrass Country Club
memberships owned by the Partnership. Outstanding contracts ("backlog") at
March 31, 2000, were for 1,049 housing units, 24 homesites, and
approximately two acres of developed and undeveloped land tracts. This
compares to a backlog at March 31, 1999 of 786 housing units, 10 homesites
and approximately 15 acres of developed land tracts.
The Partnership's Communities are in various stages of development,
with estimated remaining build-outs ranging from one to three years.
Notwithstanding the estimated duration of the build-outs, the Partnership
currently expects to complete its orderly liquidation by October 2002. The
Weston Community, located in Broward County, Florida, is in its mid-stage
of development. The Jacksonville Golf & Country Club and River Hills
Country Club Communities in Florida are in their late stages of
development, as is the Water's Edge Community in Georgia. Only builder
units and equity memberships remain to be sold at Jacksonville Golf &
Country Club at March 31, 2000. The Partnership's condominium project on
Longboat Key, Florida known as Arvida's Grand Bay, was completed in 1999,
and all units were sold and closed by February 2000. In March 2000, the
remaining lots and equity club memberships at the Cullasaja Club were sold
and the Partnership entered into a contract for the sale of the remaining
lots and the sales center at the Water's Edge Community. Future revenues
will be impacted to the extent that there are lower levels of inventories
available for sale as the Partnership's remaining Communities approach or
undertake their final phases.
Housing revenues decreased for the three month period ended March 31,
2000 as compared to the same period in 1999 despite a small increase in
unit closings, due primarily to the Partnership's recognition of
approximately $24.8 million in revenues under the percentage-of-completion
method in 1999 for the final building at Arvida's Grand Bay. As discussed
above, this building was sold out and construction was completed in 1999.
All units were closed by February 2000, which is the primary cause for the
decrease in Trade and other accounts receivable on the accompanying
consolidated balance sheets at March 31, 2000 as compared to December 31,
1999. Housing revenues also decreased at the River Hills Community due to
a decrease in the number of units closed in that Community. These
decreases were partially offset by increased revenue at the Weston
Community due to a change in the mix of product closed. Revenues generated
from the closings of units in Weston account for approximately 95% and 62%
of the housing revenues recognized for the three month periods ended
March 31, 2000 and 1999, respectively.
In March 2000, the Partnership entered into a contract with an
unaffiliated third party builder for the bulk sale of the remaining lot
inventory, consisting of approximately 103 developed and undeveloped lots,
and the sales center at its Water's Edge Community, for a sale price of
approximately $3.2 million. The contract provides for the lots to be sold
in three phases, with the final phase expected to close prior to the end of
2000. The closing of the first phase of 29 lots was completed in March
2000 for approximately $0.7 million. The closing of this phase is the
primary reason for the increase in homesite revenues for the three month
period ended March 31, 2000 as compared to the same period in 1999. The
Partnership also had an increase in homesite revenues in its River Hills
Community due to an increased number of closings in that Community.
<PAGE>
Land and property revenues for the three months ended March 31, 2000
were generated primarily from the sales of the remaining lots and equity
memberships at The Cullasaja Club Community, a commercial office building
in Boca Raton, Florida, and several one-story commercial office buildings
in Weston. These compare to revenues recognized in the first quarter of
1999 which were generated primarily from the closing of approximately 15
acres of developed commercial property in Weston.
The decrease in revenues from Operating properties for the three month
period ended March 31, 2000 as compared to the same period in 1999 is due
primarily to the sale of the Partnership's country club in River Hills in
August 1999. This sale is also the primary cause for the decrease in the
gross operating profit margins from operating properties for the three
months ended March 31, 2000 as compared to the same period in 1999. This
decrease was partially offset by increased membership dues and fees at the
Weston Hills Country Club for the three month period ended March 31, 2000
as compared to the same period in 1999.
Brokerage and other operations revenues decreased for the three month
period ended March 31, 2000 as compared to the same period in 1999 due to
the sale of the Partnership's resale brokerage operations in Weston,
Sawgrass, and Boca Raton, Florida to an affiliate of The St. Joe Company in
June 1999, as well as a decrease in new home sale brokerage commissions in
Weston resulting from a decrease in the number of units closed by third-
party builders within the Community.
Selling, general and administrative expenses increased for the three
months ended March 31, 2000 as compared to the same period in 1999 due to
decreased marketing fees earned from the sale of builder units, primarily
in the Weston Community. The Partnership's current plan for Weston
includes an increase in its home building operations, resulting in fewer
builder units available for sale. In addition, refunds of prorated
insurance premiums received in January 1999 for several of the
Partnership's operating properties which were sold in prior periods also
decreased selling, general and administrative expenses during the first
quarter of 1999.
During the first quarter of 1999, the Partnership received an
approximate $0.6 million distribution from the Tampa 301 Associates Joint
Venture. The amount distributed was in excess of the Partnership's
carrying value of its investment in this joint venture. The recognition of
income related to this excess distribution is the primary cause for the
decrease in Equity in earnings of unconsolidated ventures for the three
month period ended March 31, 2000 as compared to the same period in 1999.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Commitments and Contingencies Section of
Notes for a detailed discussion regarding certain lawsuits which allegedly
in part arose out of or related to Hurricane Andrew, which on August 24,
1992 resulted in damage to a former community development known as Country
Walk, which discussion is hereby incorporated herein by reference.
The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight, and Nine Maintenance Associations,
Inc., v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No.
95-23003-CA-08, filed in the Circuit Court of the 11th Judicial Circuit in
and for Dade County, Florida. The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997. In the case, plaintiffs
seek damages, attorneys fees and costs on behalf of the 460 building units
they allegedly represent for, among other things, alleged damages
discovered in the course of making Hurricane Andrew repairs. Plaintiffs
allege that Walt Disney World Company is responsible for liabilities that
may arise in connection with approximately 80% of the buildings at the
Lakes of the Meadow Village Homes and that the Partnership is potentially
liable for the approximately 20% remaining amount of the buildings. In the
three count amended complaint, plaintiffs allege breach of building codes
and breach of implied warranties. In addition, plaintiffs seek rescission
and cancellation of various general releases obtained by the Partnership in
the course of the turnover of the Community to the residents. Previously,
the trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership. The
ruling was reversed on appeal, the appellate court finding that there were
issues of material fact which precluded the entry of judgment for the
Partnership, and the case was remanded to the trial court for further
proceedings. On or about April 9, 1999, plaintiffs supplied a budget
estimate for repairs of the alleged defects and damages based on a limited
survey of nine buildings only. Based on this limited survey and assuming
that the same alleged defects and damages show up with the same frequency
in the entire 460 building units, plaintiffs estimate the total repairs to
cost approximately $7.0 million. Based on the allegations of the amended
complaint, it would appear that plaintiffs would seek to hold the
Partnership responsible for approximately $1.4 million of this amount.
Discovery in this litigation is in its early stages. The Partnership has
not had an opportunity to examine the buildings nor fully assess the
alleged merits of the plaintiffs' report. The Partnership is currently
being defended by counsel for one of its insurance carriers. The
Partnership intends to vigorously defend itself by, among other things,
pursuing its defenses of release and otherwise.
On or about October 16, 1995, a lawsuit was filed against the
Partnership and others in the Circuit Court of the 15th Judicial Circuit,
in and for Palm Beach County, Florida, entitled Council of Villages, Inc.
et al v. Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida/JMB
Partners, Ltd., Broken Sound Club, Inc., and Country Club Maintenance
Association, Inc. (the "Council of Villages" case). The multi-count
lawsuit, as amended, is brought as a class action, and individually, on
behalf of various residents of the Broken Sound Community, and alleges that
defendants engaged in various acts of misconduct in, among other things,
the establishment, operation, management and marketing of the Broken Sound
golf course and recreational facilities, as well as the alleged improper
failure to turn over said facilities to the Broken Sound homeowners on a
timely basis. Plaintiffs seek, through various theories, including but not
limited to breach of ordinances, breach of fiduciary duty (constructive
trust), individual counts for fraudulent inducement and civil theft,
damages in excess of $45 million, the appointment of a receiver for the
Broken Sound Club, other unspecified compensatory damages, the right to
seek punitive damages, treble damages, prejudgment interest, attorneys'
fees and costs. The Partnership believes that the lawsuit is without merit
and intends to vigorously defend itself in this matter.
<PAGE>
On or about July 30, 1996, Savoy v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida/JMB Partners, Ltd., and Broken Sound Club, Inc. was
filed against the Partnership and others in the Circuit Court of the 15th
Judicial Circuit, in and for Palm Beach County, Florida. The lawsuit is
filed as a three-count complaint for dissolution of the Broken Sound Club,
Inc. ("Club"), and seeks, among other things, the appointment of a
custodian or receiver for the Club, a determination that certain acts be
deemed wrongful, the return to the Club of in excess of $2.5 million in
alleged "operating profits", an injunction against the charging of certain
dues, an injunction requiring the Club to produce certain financial
statements, and such other relief as the Court deems just, fair and proper.
This lawsuit has been consolidated with the Council of Village case. The
Partnership believes the lawsuit is without merit and intends to vigorously
defend itself.
In April 1997, the Court issued an order certifying as a class action
claims respecting the alleged violation of the Boca Raton ordinances. Both
plaintiffs and defendants appealed the certification order. On appeal, the
appellate court approved certification of a class action for the following
counts: breach of ordinances, breach of fiduciary duty, civil theft
(treble damages) and unjust enrichment. The Partnership sought further
review of the certification ruling, but relief was denied by the Florida
Supreme Court on May 6, 1999. Plaintiffs moved for an appointment of a
receiver over the Club. The Partnership moved to strike the motion and the
Court granted the Partnership's motion. The Partnership has filed a third-
party complaint for indemnification and contribution against Disney in
these consolidated actions in the event the Partnership is held liable for
acts taken by a subsidiary of Disney prior to the Partnership's involvement
in the Club and property.
The parties to the Council of Villages case filed cross motions for
summary judgment and other motions on various matters related to the case.
The Court has granted the Partnership's motions for summary judgment as
they relate to: civil theft (treble damages), all of the individual counts
for fraudulent inducement, and breach of the City of Boca Raton ordinance
regarding open space and PUD regulations of the City. The Court has
granted the plaintiffs' motion for summary judgment as to the breach of a
city ordinance concerning impact fees for parks and recreation purposes.
The Court has also allowed the plaintiffs to amend their Complaint to seek
reimbursement from the Partnership for legal fees and expenses paid by the
Partnership's co-defendants in this lawsuit. Currently, defendants' fees
are being split among the Country Club Maintenance Association, Inc.,
Broken Sound Club, Inc., and the Partnership. Approximately $4,000,000 in
legal fees and expenses have been incurred in the lawsuit as of March 31,
2000.
The Court has issued further orders in the case. The Court has denied
Disney's motion for summary judgment regarding its obligation to indemnify,
the Court finding that there are issues of material fact regarding the
circumstances under which Disney must indemnify the Partnership. The Court
has reconsidered its earlier ruling that Disney has a duty to defend the
Partnership in this action and has now determined that there are issues of
fact regarding Disney's duty to defend the Partnership that cannot be
determined before trial. The Court has denied plaintiffs' motion to amend
the complaint to obtain punitive damages and plaintiffs' motion for
rehearing, reconsideration or clarification with respect to the Court's
rulings on the Boca Raton ordinance regarding open space, fraudulent
inducement, and civil theft (treble damages). The Partnership's motion for
summary judgment as to the breach of fiduciary duty has been granted.
Finally, the Partnership's motion for summary judgment as to unjust
enrichment has been denied. Among the matters currently scheduled for
trial are the following: damages for breach of the land dedication
ordinance; the damages, in any, recoverable for alleged unjust enrichment,
<PAGE>
including without limitation the alleged damages for return of the fees
charged for club membership offset by the value of the club, excessive
management fees, and damages from the planting of ficus trees; the
Partnership's exposure, if any, for the return of a portion of the
attorneys' fees as described above; and the issues arising from the
Partnership's third party complaint against Disney. While the matter is
still on the Court's final docket, no new trial date has been set. The
Partnership is involved in mediation for the possible settlement of this
action. The Partnership can give no assurances that the mater will be
resolved. If the matter is not settled, the Partnership will vigorously
defend itself.
Other than as described above, the Partnership is not subject to any
material pending legal proceedings, other than ordinary routine litigation
incidental to the business of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1. Amended and Restated Agreement of Limited Partnership.*
3.2. Assignment Agreement by and among the General Partner, the
Initial Limited Partner and the Partnership.*
27. Financial Data Schedule
------------------------------
* Previously filed with the Securities and Exchange
Commission as Exhibits 3 and 4, respectively, to the Partnership's Form 10-
K Report (File No. 0-16976) filed on March 27, 1990 and incorporated herein
by reference.
(b) No reports on Form 8-K have been filed since the beginning
of the last quarter of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ARVIDA/JMB PARTNERS, L.P.
BY: Arvida/JMB Managers, Inc.
(The General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: May 12, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 12, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 29,625,751
<SECURITIES> 0
<RECEIVABLES> 4,421,827
<ALLOWANCES> 162,381
<INVENTORY> 176,987,162
<CURRENT-ASSETS> 0
<PP&E> 54,484,842
<DEPRECIATION> 26,510,259
<TOTAL-ASSETS> 247,103,082
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 161,938,125
<TOTAL-LIABILITY-AND-EQUITY> 247,103,082
<SALES> 69,571,755
<TOTAL-REVENUES> 69,571,755
<CGS> 56,661,561
<TOTAL-COSTS> 56,661,561
<OTHER-EXPENSES> 4,284,438
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,625,756
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,625,756
<DISCONTINUED> 0
<EXTRAORDINARY> 6,205,044
<CHANGES> 0
<NET-INCOME> 14,830,800
<EPS-BASIC> 119.71
<EPS-DILUTED> 119.71
</TABLE>
