SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2
ARVIDA/JMB PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-16976 IRS Employer Identification
No. 36-3507015
The undersigned registrant hereby amends the following section of its
Report for the quarter ended June 30, 2000 on Form 10-Q as set forth in the
pages attached hereto:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Pages 17 through 21
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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
Dated: August 23, 2000
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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 June 30, 2000 and December 31, 1999, the Partnership had
unrestricted Cash and cash equivalents of approximately $29,169,000 and
$71,965,000, respectively. The decrease in Cash and cash equivalents at
June 30, 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 August 2000, the Partnership made a distribution of $10,100,000 to
its Holders of Interests ($25.00 per Interest) and $8,029,766 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
Investments (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 Partners included the $1,259,000 amount of their August 1997
distribution that was previously deferred, as well as $6,305,844 of the
approximately $12,541,000 of net cash flow distributions to the General
Partner and Associate Limited Partners previously deferred pursuant to the
terms of the Partnership Agreement. In April and May, distributions of
approximately $23,100 were paid or deemed paid to the General Partner and
Associate Limited Partners, including approximately $18,900 of net cash
flow distributions that had previously been 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 $6,216,789 were to 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. With
the distribution made by the Partnership in August 2000, the General
Partner and Associate Limited Partners have received their remaining
deferred distributions.
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At June 30, 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 $287,300, 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 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
June 30, 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 9.5% per annum.
In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank 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 loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions. Interest on the
loan is payable monthly based on the relevant LIBOR rate plus 1.8% 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 is payable in full on
the third anniversary from the date of closing. The loan may be prepaid in
whole or in part at any time, provided that the borrower pays any costs or
expenses of the lender incurred as a result of a prepayment on a date other
than the last day of a LIBOR interest period. Construction of The Shoppes
of Town Center in Weston commenced in March 2000. At June 30, 2000, the
balance outstanding on the loan was approximately $2,800,000.
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 Partnership recorded a write-down
of its related inventory as of December 31, 1999 to reduce the carrying
value of Water's Edge to its estimated fair value less selling costs at
that date. Accordingly, this transaction resulted in no gain or loss for
financial reporting purposes in 2000 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 for the six month period ended June 30, 2000. The
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sale of the lot inventory and equity memberships resulted in a gain for
financial reporting purposes and a loss for tax reporting purposes, and
also resulted in the decrease in Equity memberships, Notes payable, and
Accrued expenses and other liabilities on the accompanying consolidated
balance sheet at June 30, 2000 as compared to that at December 31, 1999.
The General Partner had established a special committee (the "Special
Committee") consisting of certain directors of the General Partner to
review and respond to unsolicited tender offers for Interests. During July
2000, Madison Liquidity Investors 100, LLC ("Madison") commenced an offer
to acquire up to 4.9% of the outstanding Interests at a purchase price of
$240 per Interest (subject to reduction for the amount of transfer costs
and the $25 per Interest distribution made in August 2000). The Special
Committee determined that the offer is inadequate and not in the best
interests of the Holders of Interests. Accordingly, the Special Committee
recommended that Holders of Interests reject such offer and not tender
their Interests pursuant to such offer. The offer is currently scheduled
to expire on September 1, 2000.
The Partnership has been notified that another party intends to make
an unsolicited offer in August 2000 for up to approximately 14,700
Interests (or approximately 3.6% of the outstanding Interests) at a
purchase price of $300 per Interest (subject to reduction for the amount of
transfer costs and the $25 per Interest distribution made in August 2000).
There is no assurance whether any such offer will in fact be made or, if
so, whether such offer will be amended, withdrawn or consummated. The
General Partner, on behalf of the Partnership, will make a recommendation,
if any, in regard to such offer if such offer is made. Reference is made
to Part II, Item 5. Other Information - General Partner in this report for
information about the General Partners, its Board of Directors and the
Special Committee that previously had been established to deal with matters
relating to tender offers for Interests.
RESULTS OF OPERATIONS
The results of operations for the three and six months ended June 30,
2000 and 1999, are primarily attributable to the development and sale or
operation of the Partnership's assets.
For the three months ended June 30, 2000, the Partnership (including
its consolidated and unconsolidated ventures) closed on the sale of 441
housing units, 8 homesites, and approximately one acre of developed land.
This compares to closings in the second quarter of 1999 of 300 housing
units, 34 homesites, approximately 6 acres of developed and undeveloped
land, as well as the sale of its resale brokerage operations. Outstanding
contracts ("backlog") at June 30, 2000, were for 1,096 housing units, 59
homesites, and approximately one acre of developed land. This compares to
a backlog at June 30, 1999 of 886 housing units, 35 homesites and
approximately 10 acres of developed land tracts.
The Partnership's remaining 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 June 30, 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.
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Housing revenues increased for the three and six month periods ended
June 30, 2000 as compared to the same periods in 1999 due primarily to an
increase in the number of units closed and an increase in unit prices, as
well as a change in the mix of products at the Partnership's Weston
Community. Revenues generated from the closing of units in Weston account
for approximately 96% and 95% of the housing revenues recognized for the
three and six months ended June 30, 2000, respectively. Revenues generated
from the closing of units in Weston account for approximately 83% and 71%
of the housing revenues recognized for the three and six months ended
June 30, 1999, respectively. The increase in housing revenues was
partially offset by decreased revenues at Grand Bay due to the
Partnership's recognition of approximately $32 million under the
percentage-of-completion method in the first six months of 1999. As
discussed above, Grand Bay 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 June 30, 2000 as compared to December 31,
1999. Revenues also decreased at the Partnership's River Hills Community
due to a decrease in the number of units closed. This decrease in the
number of units closed is due to the fact that there is less inventory
available for sale as the Community approaches its final stage.
The Partnership's plan for the Weston Community included an increase
in its home building operations, which resulted in a reduced number of lots
available for sale to third-party builders. During the second quarter of
2000, the final lot in the Weston Community was closed. No additional lot
inventory remains to be sold in Weston. This is the primary cause for the
decrease in homesite revenue for the three and six month periods ended
June 30, 2000 as compared to the same periods in 1999. 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. Revenues generated from the closing of this phase partially
offset the decrease in homesite revenues for the three and six months ended
June 30, 2000.
Land and property revenues for the six months ended June 30, 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, several one-story commercial office buildings in
Weston, and approximately two acres of developed commercial property in
Weston. Revenues generated for the same period in 1999 were primarily from
the sale of 20 acres of developed land in Weston, as well as the sale of
the Partnership's resale brokerage operations in Weston, Sawgrass and Boca
Raton, Florida to an affiliate of the St. Joe Company.
The decrease in revenues from Operating properties for the three and
six month periods ended June 30, 2000 as compared to the same periods in
1999 is due primarily to the sale of the Partnership's country club in
River Hills in August 1999. This decrease was partially offset by
increased membership dues and fees at the Weston Hills Country Club for the
three and six month periods ended June 30, 2000 as compared to the same
periods in 1999.
Brokerage and other operations revenues decreased for the three and
six month periods ended June 30, 2000 as compared to the same periods 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 proceeds in the amount of $9 million
received in the settlement of the lawsuit with Disney in June 1999.
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Selling, general and administrative expenses include all marketing
costs, with the exception of those costs capitalized in conjunction with
the construction of housing units, as well as project and general
administrative costs. These expenses are net of the marketing fees
received from third party builders. Selling, general and administrative
expenses increased for the three and six month periods ended June 30, 2000
as compared to the same periods in 1999 due to decreased marketing fees
earned from the sale of builder units, primarily in the Weston Community.
The Partnership's plan for Weston included an increase in its home building
operations, resulting in fewer builder units available for sale. The final
builder unit was closed in the first quarter of 2000. No builder units
remain for sale in the Weston Community. In addition, expected settlement
costs as a result of a preliminary mediated settlement in the Council of
Villages and Savoy lawsuits, have also contributed to increased selling,
general, and administrative expenses during 2000 compared to 1999.
During 1999, the Partnership received an approximate $0.6 million
distribution from the Tampa 301 Associates Joint Venture. A portion of the
amount distributed was in excess of the Partnership's carrying value of its
investment in this joint venture. The distribution constituted a
substantial portion of Equity in earnings of unconsolidated joint ventures
for the six month period ended June 30, 1999.
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