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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, 2003 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 (the "Exchange Act") 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
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 . . . . . . . . . . . . . . . . . . . . 18
Item 4. Controls and Procedures. . . . . . . . . . . . . . 23
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 24
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 27
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,
2003 2002
(Unaudited) (See Note)
------------ -----------
Cash and cash equivalents . . . . . . . $ 82,288,429 88,968,513
Restricted cash . . . . . . . . . . . . 4,209,524 4,051,697
Trade and other accounts receivable
(net of allowance for doubtful
accounts of $223,000 at March 31,
2003 and December 31, 2002) . . . . . 208,581 623,175
Real estate inventories . . . . . . . . 6,622,547 8,102,696
Property and equipment, net . . . . . . 989,993 1,207,014
Investments in and advances to
joint ventures, net . . . . . . . . . 265,184 264,464
Amounts due from affiliates, net. . . . 268,424 308,132
Prepaid expenses and other assets . . . 1,138,085 1,632,203
Assets held for sale. . . . . . . . . . 1,341,509 32,916,891
------------ ------------
Total assets. . . . . . . . . $ 97,332,276 138,074,785
============ ============
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
MARCH 31, DECEMBER 31,
2003 2002
(Unaudited) (See Note)
------------ -----------
Liabilities:
Accounts payable. . . . . . . . . . . $ 3,759,305 3,802,881
Deposits. . . . . . . . . . . . . . . 1,258,955 2,512,554
Accrued expenses and other
liabilities . . . . . . . . . . . . 17,874,525 21,382,068
Liabilities related to assets held
for sale. . . . . . . . . . . . . . -- 14,316,676
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . 22,892,785 42,014,179
------------ ------------
Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions . . . . . . . 20,000 20,000
Cumulative net income . . . . . . . 103,590,591 103,582,358
Cumulative cash distributions . . . (94,999,882) (92,755,438)
------------ ------------
8,610,709 10,846,920
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs . . . . . . 364,841,815 364,841,815
Cumulative net income . . . . . . . 380,738,004 379,922,908
Cumulative cash distributions . . . (679,751,037) (659,551,037)
------------ ------------
65,828,782 85,213,686
------------ ------------
Total partners' capital
accounts. . . . . . . . . . 74,439,491 96,060,606
------------ ------------
Total liabilities and
partners' capital . . . . . $ 97,332,276 138,074,785
============ ============
NOTE: The consolidated balance sheet at December 31, 2002 has been derived
from the audited consolidated financial statements 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.
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
2003 2002
----------- -----------
Revenues:
Housing . . . . . . . . . . . . . . . $ 11,680,355 88,606,519
Land and property . . . . . . . . . . -- 465,292
Brokerage and other operations. . . . 215,441 577,866
----------- -----------
Total revenues. . . . . . . . . . 11,895,796 89,649,677
----------- -----------
Cost of revenues:
Housing . . . . . . . . . . . . . . . 10,671,219 64,807,417
Land and property . . . . . . . . . . -- 554,485
Operating properties. . . . . . . . . 16,929 11,894
Brokerage and other operations. . . . 192,035 526,796
----------- -----------
Total cost of revenues. . . . . . 10,880,183 65,900,592
----------- -----------
Gross operating profit. . . . . . . . . 1,015,613 23,749,085
Selling, general and administrative
expenses. . . . . . . . . . . . . . . (2,194,610) (3,312,220)
----------- -----------
Net operating (loss) income . . . (1,178,997) 20,436,865
Interest income . . . . . . . . . . . . 227,117 371,607
Equity in (losses) earnings of
unconsolidated ventures . . . . . . . (19,635) 158,500
Interest and real estate taxes,
net of amounts capitalized. . . . . . (245) (10,865)
----------- -----------
(Loss) income from continuing
operations. . . . . . . . . . . (971,760) 20,956,107
Discontinued Operations:
Net income from assets held for sale. 317,081 966,243
Gain on sale of assets held for sale. 1,478,008 --
----------- -----------
Net income. . . . . . . . . . . . $ 823,329 21,922,350
=========== ===========
Net (loss) income before
discontinued operations per
Limited Partnership Interest. . $ (2.38) 51.35
Discontinued operations per
Limited Partnership Interest. . 4.40 2.37
----------- -----------
Net income per Limited
Partnership Interest. . . . . . $ 2.02 53.72
=========== ===========
Cash distributions per
Limited Partnership Interest. $ 50.00 200.00
=========== ===========
The accompanying notes are an integral part
of these consolidated financial statements.
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
2003 2002
----------- -----------
Net (loss) income from continuing
operations. . . . . . . . . . . . . . $ (971,760) 20,956,107
Charges (credits) to net income
from continuing operations not
requiring (providing) cash:
Depreciation and amortization . . . . 217,021 225,780
Equity in (losses) earnings of
unconsolidated ventures . . . . . . 19,635 (158,500)
Changes in:
Restricted cash . . . . . . . . . . . (157,827) 3,515,449
Trade and other accounts receivable . 414,594 304,970
Real estate inventories:
Additions to real estate
inventories . . . . . . . . . . . (8,810,875) (42,127,359)
Cost of sales . . . . . . . . . . . 10,396,492 61,100,089
Capitalized interest. . . . . . . . (84,676) (180,123)
Capitalized real estate taxes . . . (20,792) (500,001)
Amounts due from affiliates, net. . . 39,708 (2,672)
Prepaid expenses and other assets . . 494,118 1,772,250
Accounts payable, accrued expenses
and other liabilities . . . . . . . (3,571,474) (4,065,795)
Deposits and unearned income. . . . . (1,253,599) (5,691,870)
------------ -----------
Net cash (used in) provided
by operating activities
of continuing operations. . (3,289,435) 35,148,325
------------ -----------
Investing activities:
Additions to property and equipment . -- (22,164)
Joint venture distributions . . . . . -- 201,729
------------ -----------
Net cash provided by
investing activities of
continuing operations . . . -- 179,565
------------ -----------
Financing activities:
Distributions to General Partner and
Associate Limited Partners. . . . . (2,244,444) (8,977,778)
Distributions to Limited Partners . . (20,200,000) (80,800,000)
------------ -----------
Net cash used in
financing activities of
continuing operations . . . (22,444,444) (89,777,778)
------------ -----------
Net cash provided by discontinued
operations. . . . . . . . . . . . . . 19,053,795 366,333
------------ -----------
Decrease in Cash and cash equivalents . (6,680,084) (54,083,555)
Cash and cash equivalents,
beginning of period . . . . . . . . . 88,968,513 123,181,440
------------ -----------
Cash and cash equivalents,
end of period . . . . . . . . . . . . $ 82,288,429 69,097,885
============ ===========
The accompanying notes are an integral part
of these consolidated financial statements.
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2002,
which are included in the Partnership's 2002 Annual Report on Form 10-K
(File No. 0-16976) filed on March 24, 2003, 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
2002 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, 2003 and December 31, 2002 and for the three months ended
March 31, 2003 and 2002. The results of operations for the three month
period ended March 31, 2003 are not necessarily indicative of the results
to be expected for the fiscal year ending December 31, 2003.
On July 30, 2002, FASB issued Statement No. 146 ("SFAS 146"),
Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment
to an exit or disposal plan. Examples of costs covered by the standard
include lease termination costs and certain employee severance costs that
are associated with a restructuring, discontinued operations, plant
closing, or other exit or disposal activities. Previous accounting
guidance was provided by the Emerging Issues Task Force ("EITF") Issue
No. 94-3 ("EITF 94-3"), "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS 146 replaces EITF 94-3. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The adoption of SFAS 146 did not have a material
impact on the Partnership's balance sheets, results of operations or cash
flows.
In November 2002, FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," ("FIN 45") which expands on the
guidance for the accounting and disclosure of guarantees. Each guarantee
meeting the characteristics described in FIN 45 is to be recognized and
initially measured at fair value. In addition, guarantors will be required
to make significant new disclosures, even if the likelihood of the
guarantor making payments under the guarantee is remote, which represents
another change from general current practice. The disclosure requirements
are effective for financial statements ending after December 15, 2002,
while the initial recognition and initial measurement provisions are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The impact of FIN 45 is described below.
In January 2003, FASB issued Interpretation No. 46 "Consolidation of
Variable Interest Entities" ("FIN 46"). The provisions of FIN 46 are
effective immediately for variable interest entities formed or acquired
after January 31, 2003 and in the interim period beginning after June 15,
2003 for variable interest entities in which the Partnership holds such an
interest before February 1, 2003. The Partnership is in the process of
determining if any of its investments are variable interest entities,
however, the Partnership does not currently anticipate that the adoption of
FIN 46 will result in a change in its accounting for such interests.
Warranty Reserves
In the normal course of business, the Partnership will incur warranty
related costs associated with homes which have previously closed. Warranty
reserves are established by charging cost of sales and recognizing a
liability for the estimated warranty costs for each home that is closed.
The Partnership monitors this reserve on a quarterly basis by evaluating
the historical warranty experience and the reserve is adjusted as
appropriate for current quantitative and qualitative factors. Actual
future warranty costs could differ from the currently estimated amounts.
For the three months ended March 31, 2003 and 2002, changes in the
warranty accrual consisted of the following:
2003 2002
----------- ----------
Accrued warranty costs,
beginning of quarter. . . . . . $ 2,162,000 3,042,000
Estimated liability recorded. . . 799,000 918,000
Payments made . . . . . . . . . . (798,000) (1,133,000)
----------- ----------
Accrued warranty costs,
end of quarter. . . . . . . . . $ 2,163,000 2,827,000
=========== ==========
Accrued warranty costs are included in Accrued expenses and other
liabilities on the accompanying balance sheets.
Obligations Under Sale Agreements
In connection with the sale of The Shoppes of Town Center (the
"Shoppes") in Weston on February 7, 2003, certain consolidated entities of
the Partnership undertook certain indemnity obligations to the purchaser or
its lender. In general, these obligations relate to indemnification
against loss, costs or expenses arising out of a breach of representation
or warranty, possible claims of tenants, certain rent obligations,
restrictions on the leasing or use of the property, litigation relating to
the property, claims occurring or accruing prior to the closing and certain
other usual and customary indemnity obligations. Some of these indemnity
obligations will terminate as to claims made after the first anniversary
date of the sale while other of these indemnity obligations have no
specified termination. Due to the different circumstances that could cause
the indemnity obligations to arise, the Partnership is not able to estimate
the maximum potential amount of these indemnity obligations, although the
Partnership currently does not believe that individually or collectively
these indemnity obligations will have a material adverse effect on its
financial condition or results of operations. The Partnership has recorded
a liability of approximately $78,000 for these indemnity obligations at
March 31, 2003. This liability is included in Accrued expenses and other
liabilities on the accompanying balance sheet.
In connection with the sale of the Weston Hills Country Club (the
"Country Club") on October 1, 2002, certain consolidated entities of the
Partnership (i) made certain representations, warranties and covenants for
the benefit of the purchaser concerning the sellers and the Country Club
and its business and operations and (ii) agreed to indemnify the purchaser
against third party claims or causes of actions in connection with the
sellers' ownership or operation of the Country Club and occurring or
accruing prior to the closing as well as against certain other usual and
customary matters. In general, the representations, warranties and
covenants will survive for one year from the date of closing while the
indemnity obligations have no express termination. The maximum potential
amount of these obligations is generally $1,000,000. In accordance with
the sale and purchase agreement, $1,000,000 of the sale price has been
placed in escrow to pay possible claims or demands of the purchaser arising
from the sale during the one-year period after the sale and is reflected as
restricted cash on the accompanying consolidated balance sheets at
March 31, 2003 and at December 31, 2002. No liability has been recorded
for these obligations.
Discontinued Operations
Effective January 1, 2002, the Partnership adopted SFAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS 144
requires that long-lived assets that are to be disposed of by sale be
measured at the lower of book value or fair value less cost to sell.
Additionally, SFAS 144 expands the scope of discontinued operations to
include all components of an entity with operations that (1) can be
distinguished from the rest of the entity and (2) will be eliminated from
the ongoing operations of the entity in a disposal transaction.
Accordingly, operations of The Shoppes of Town Center, the Weston Hills
Country Club, the AOK Group, which owned an approximate 46 acre parcel (the
"Ocala Parcel") near Ocala, Florida, Waterways II, an approximate 4.6 acre
parcel in Weston (the "Waterways II Parcel") on which a shopping center
containing approximately 31,300 square feet of rentable space was being
constructed, one commercial office parcel and certain commercial office
units in Weston, which meet the criteria for assets held for sale, have
been accounted for as net income from operations of assets held for sale,
and the results of operations for those assets have been excluded from
continuing operations in the consolidated statements of operations for all
periods presented. As of March 31, 2003, only one commercial office parcel
and certain commercial office units remain unsold. All are located in the
Weston Community.
Condensed financial information relating to Assets held for sale is as
follows:
March 31, December 31,
2003 2002
----------- ------------
Assets held for sale:
Property and equipment, net. . $ -- 30,892,643
Real estate inventories
and other assets. . . . . . . 1,341,509 2,024,248
----------- -----------
Total assets. . . . . . . . 1,341,509 32,916,891
----------- -----------
Liabilities related to assets
held for sale:
Notes and mortgages payable. . -- 13,800,753
Other liabilities. . . . . . . -- 515,923
----------- -----------
Total liabilities . . . . . -- 14,316,676
----------- -----------
Net Assets held for sale . . . . $ 1,341,509 18,600,215
=========== ===========
Capitalized Interest and Real Estate Taxes
Interest, including the amortization of loan fees, of $84,676 and
$180,123 was incurred for the three months ended March 31, 2003 and 2002,
respectively, all of which was capitalized. Interest payments, including
amounts capitalized, of $47,011 and $179,647 were made during the three
months ended March 31, 2003 and 2002, respectively. The decrease in
interest incurred and paid during the three month period ending March 31,
2003 as compared to the same periods in 2002 is primarily due to the
repayment in February 2003 of the remaining amount outstanding on the
mortgage loan secured by the Shoppes of Town Center, which is included in
Liabilities related to assets held for sale on the accompanying
consolidated balance sheet at December 31, 2002.
Real estate taxes of $21,038 and $510,866 were incurred for the three
months ended March 31, 2003 and 2002, respectively, of which $20,793 and
$500,001 were capitalized, respectively. Real estate tax payments of
$20,555 and $28,291 were made during the three months ended March 31, 2003
and 2002, respectively. In addition, real estate tax reimbursements
totaling $272,896 and $98,315 were received from the Partnership's escrow
agent during the three months ended March 31, 2003 and 2002, respectively.
The decrease in real estate taxes incurred during the three month period
ending March 31, 2003 as compared to the same period in 2002 is due to the
continued sale of the remaining Partnership assets. 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 Net income from assets held for
sale as described in Discontinued Operations.
Property and Equipment and Other Assets
Depreciation expense of $217,021 and $196,613 was recorded for the
three months ended March 31, 2003 and 2002, respectively. Amortization of
loan fees, which is included in interest expense, of $0 and $29,167 was
recorded for the three months ended March 31, 2003 and 2002, respectively.
Partnership Distributions
During February 2003, the Partnership made a distribution of
$20,200,000 to its Holders of Interest ($50.00 per Interest) and $2,244,444
for 2002 to the General Partner and Associate Limited Partners,
collectively.
During October 2002, the Partnership made a distribution of
$40,400,000 to its Holders of Interests ($100.00 per Interest) and
$4,488,889 to the General Partner and Associate Limited Partners,
collectively.
During April 2002, the Partnership made a distribution of $30,300,000
to its Holders of Interests ($75.00 per Interest) and $3,366,667 to the
General Partner and Associate Limited Partners, collectively.
During January 2002, the Partnership made a distribution for 2001 of
$80,800,000 to its Holders of Interests ($200.00 per Interest) and
$8,977,778 to the General Partner and Associate Limited Partners,
collectively.
Reclassifications
Certain reclassifications have been made to the 2002 financial
statements to conform to the 2003 presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported or
disclosed in the financial statements and accompanying notes. Actual
results could differ from those estimates.
RESTRICTED CASH
Restricted cash are amounts restricted under various escrow agreements
as well as cash which collateralizes letters of credit.
NOTES AND MORTGAGES PAYABLE
On July 31, 1997, the Partnership obtained a new credit facility from
certain banks with Barnett Bank, N.A. being the primary agent on the
facility. The credit facility consisted of a $75 million term loan, a $20
million revolving line of credit and a $5 million letter of credit
facility, all of which matured on July 31, 2001. The term loan, which was
paid off in December 2000, and the letter of credit facility were not
renewed. The $20 million revolving line of credit was extended for a fee
of $50,000 through September 30, 2002 with First Union National Bank as the
only lender. There were no borrowings on the revolving line of credit
which expired on September 30, 2002.
In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of the Shoppes, a
mixed use retail/office plaza consisting of approximately 158,000 net
leasable square feet. The loan was made to an indirect, majority-owned
subsidiary of the Partnership, and the Partnership guaranteed the
obligations of the borrower, subject to a reduction in the guarantee upon
the satisfaction of certain conditions. At December 31, 2002, the balance
outstanding on the loan was approximately $13,800,800. This amount is
included in Liabilities related to assets held for sale on the accompanying
consolidated balance sheet at December 31, 2002. Interest on the loan (as
modified effective May 31, 2001 and further modified effective December 31,
2001) was based on the relevant LIBOR rate plus 1.8% per annum. Monthly
payments of interest only were required during the first twenty-five months
of the loan. On July 1, 2002, the maturity date for the loan was extended
for eleven months and monthly payments of principal and interest were due
based upon a 25 year loan amortization schedule and an assumed interest
rate based on the ten-year treasury bond rate plus 2.5% per annum. The
loan could be prepaid in whole or in part at anytime, provided that the
borrower paid 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 commenced in March 2000 and was completed by
December 31, 2002. The outstanding principal balance and accrued and
unpaid interest of approximately $13,848,000 were paid in February 2003 out
of the proceeds from the sale of the Shoppes.
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, 2003 was approximately $79,000 all of
which was paid as of May 2, 2003. The total of such costs for the three
months ended March 31, 2002 was approximately $25,900. 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 $119,000 and $125,600 for the three months ended
March 31, 2003 and 2002, respectively, all of which were paid as of May 2,
2003.
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,
2003, the amount of such costs incurred by the Partnership on behalf of
these affiliates totaled approximately $24,900. At March 31, 2003,
approximately $20,400 was owed to the Partnership, all of which was
received as of May 2, 2003. For the three month period ended March 31,
2002, the Partnership was entitled to reimbursements of approximately
$18,000.
For the three month periods ended March 31, 2003 and 2002, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $3,349,000 and $2,377,000, respectively, for
the services provided to the Partnership by St. Joe/Arvida pursuant to a
sub-management agreement for development and management supervisory and
advisory services (and personnel with respect thereto) to the Partnership.
At March 31, 2003, the Partnership owed St. Joe/Arvida approximately
$21,000 for services provided pursuant to this agreement, all of which was
paid as of May 2, 2003. The Partnership also receives reimbursement from
St. Joe/Arvida and its affiliates 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 and its affiliates. For the three month periods ended March 31,
2003 and 2002, the Partnership was entitled to reimbursement of such costs
totaling approximately $419,000 and $1,692,300, respectively, from St.
Joe/Arvida and its affiliates. Of this amount, approximately $235,100 was
owed to the Partnership at March 31, 2003, all of which was received as of
May 2, 2003.
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, 2003 and 2002, the Partnership
was entitled to receive approximately $0 and $23,600, respectively, from
these entities, all of which was received.
The Partnership, pursuant to certain agreements, provides management
and other personnel and services to certain of its 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,
2003 and 2002, the Partnership was entitled to receive approximately
$31,600 and $127,700, respectively, all of which was received as of May 2,
2003.
In February 2003, the General Partner and Associate Limited Partners,
collectively, received cash distributions in the aggregate amount of
$2,244,444. In January 2002, the General Partner and Associate Limited
Partners, collectively, received cash distributions from the Partnership in
the aggregate amount of $8,977,778. In April 2002, the General Partner and
Associate Limited Partners, collectively, received cash distributions in
the aggregate amount of $3,366,667. In October 2002, the General Partner
and Associate Limited Partners, collectively, received cash distributions
in the aggregate amount of $4,488,889.
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.
COMMITMENTS AND CONTINGENCIES
As security for performance of certain development obligations, the
Partnership is contingently liable under performance bonds for
approximately $9,893,000 at March 31, 2003. In addition, certain joint
ventures in which the Partnership holds an interest are also contingently
liable under performance bonds for approximately $370,700 at March 31,
2003.
On August 29, 2002, the Partnership entered into an agreement with St.
Joe/Arvida for the prospective assignment to and assumption by St.
Joe/Arvida of the Partnership's rights and obligations under the lease for
its offices (approximately 19,100 rentable square feet of space) in Boca
Raton, Florida. The Partnership currently expects that the assignment and
assumption will be modified to be made effective January 1, 2004.
Rental expense of $315,600 and $438,332 was incurred for the three
month periods ended March 31, 2003 and 2002, respectively.
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.
Other than for the two homeowner suits discussed below, these lawsuits
have been settled, and United States Fire Insurance Company (whether acting
on its own behalf or for its affiliates, "U.S. Fire"), one of the
Partnership's insurance carriers that has paid for settlements of these
lawsuits, has in some, but not all, instances, provided the Partnership
with written reservation of rights letters. The aggregate amount of the
settlements funded by this carrier is approximately $10.1 million. U.S.
Fire has stated that it has funded these settlements pursuant to various
non-waiver agreements. U.S Fire's position was that these non-waiver
agreements permitted the carrier to fund the settlements without preventing
it from raising insurance coverage issues or waiving such coverage issues.
On May 23, 1995, U.S. Fire rescinded the various non-waiver agreements
currently in effect regarding certain of these lawsuits, allegedly without
waiving any future coverage defenses, conditions, limitations, or rights.
For this and other reasons, the extent to which U.S. Fire may recover any
of its settlement payments or associated fees and costs from the
Partnership is uncertain. The Partnership believes that a material loss
for the Partnership as a result of U.S. Fire's reservations of rights and
its funding of the settlement payments is remote, although there is no
assurance that the Partnership will not ultimately pay or reimburse the
insurance carrier for some portion of the settlement payments or associated
fees or costs. The accompanying consolidated financial statements do not
reflect any accrual related to this matter.
The Partnership is a defendant in an insurance subrogation matter. On
or about May 10, 1996, a subrogation claim entitled Juarez v. Arvida
Corporation et al., Case No. 96-09372 CA13 was filed in the Circuit Court
of the Eleventh Judicial Circuit in and for Dade County, Florida.
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. The Walt Disney Company ("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 U.S. Fire. The Partnership believes that
a material loss for the Partnership as a result of this lawsuit is remote.
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 Associates, 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 Eleventh 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 amended complaint,
plaintiffs have sought unspecified damages, attorneys' fees and costs,
recission of specified releases, and all other relief that plaintiffs may
be entitled to at equity or at law 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 have alleged
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 recission and
cancellation of various general releases obtained by the Partnership
allegedly in the course of the turnover of the Community to the residents.
Plaintiffs have indicated that they may seek to hold the Partnership
responsible for the entire amount of alleged damages owing as a result of
the alleged deficiencies existing throughout the entire development. The
Partnership has tendered this matter to The Walt Disney Company ("Disney")
pursuant to the Partnership's indemnification rights and has filed a third-
party complaint against it pursuant to the Partnership's rights of
contractual indemnity. The Partnership has also answered the amended
complaint and has filed a cross-claim against Disney's affiliate, Walt
Disney World Company, for common law indemnity and contribution. Discovery
in this litigation is proceeding with a discovery cut-off of August 15,
2003, and a trial date to be set thereafter.
In a matter related to the Lakes of the Meadow development, the Miami-
Dade County Building Department ("Building Department") retained the
services of an engineering firm, All State Engineering, to inspect the
condominiums that are the subject of the lawsuit. On February 27, 2002,
the Building Department apparently advised condominium owners throughout
the development that it found serious life-safety building code violations
in the original construction of the structures and issued notices of
violation under the South Florida Building Code. The condominium owners
were further advised that the notices of violation would require
affirmative action on their part to respond to the notices through
administrative proceedings and/or by addressing the alleged deficiencies.
On August 8, 2002, the Partnership attended a mediation of this
matter. During the course of the mediation, plaintiffs demanded
$298,000,000 on behalf of the Association Nos. 1-7 and 9, such sums
allegedly representing the cost to address all construction defects
currently alleged to exist by plaintiffs, associated damages and such other
relief as the plaintiffs believe they are entitled, including punitive
damages. As to the claim for punitive damages, the Court subsequently
denied plaintiffs leave to amend the complaint to add a punitive damage
claim. With this demand, plaintiffs have sought to impose liability on the
Partnership for all of the units in Association Nos. 1-7 and 9. The
Partnership believes that its liability, if any, extends to the portion of
the units that the Partnership built and sold, which the Partnership
estimates to be approximately ten percent of the units in Association Nos.
1-7 and 9. In this mediation session, a mediation conducted on November
15-16, 2002, and in various other communications, the parties have
exchanged technical information regarding the issues raised by the notices
of violation, plaintiffs' demands, and possible ways in which to address
those issues. Further sessions and discussions are expected.
The Partnership is currently being defended by counsel paid for by
U.S. Fire. During 2001, the Partnership settled the claims brought in
connection with Lakes of the Meadows Village Homes Condominium No. 8
Maintenance Association, Inc. ("Association No. 8") for a payment of
$155,000 funded by U.S. Fire. Representatives of the Partnership have
discussed with representatives of Association No. 8 issues raised by the
Building Department's notices of violations for that Association's
condominium units. Association No. 8 submitted construction plans to
address the issues raised by the Building Department notices of violations
and comments received by the plan reviewers for that Associations' units.
On February 7, 2003, Association No. 8 received permits approving its plans
and is in the process of putting the plans out for actual bids. Based on
currently known information, the Partnership estimates that it may cost
approximately $1,715,000 to fund the cost of addressing the construction
issues in accordance with the approved plans. Association No. 8 has asked
the Partnership to pay for the costs to address these construction issues.
As a result of these discussions, the Partnership has asked U.S. Fire to
pay the expense of addressing these construction issues for Association No.
8. In the event that U.S. Fire does not fund these costs, the Partnership
expects to fund these costs under the circumstances and seek reimbursement
from U.S. Fire or the Partnership's excess insurance carrier, The Home
Insurance Company (the "Home").
On the basis of the discussions to date, the Partnership believes that
the cost of addressing the issues raised by, and to receive a release from,
Association Nos. 1-7 and 9 can currently be estimated at $5.6 million. As
with the cost to address the issues raised by Association No. 8, the
Partnership has asked U.S. Fire to pay the expense of addressing the issues
of these plaintiffs and resolving this matter. In the event that neither
U.S. Fire nor Home funds these costs, the Partnership expects to fund these
costs under the circumstances and seek reimbursement from U.S. Fire and/or
Home.
The Partnership has applied the accounting rules concerning loss
contingencies in regard to the treatment of this matter for financial
reporting purposes.
On August 9, 2002, the Partnership received a reservation of rights
letter from U.S. Fire, by which it purports to limit its exposure with
regard to the Lakes of the Meadow matter and to reserve its rights to deny
coverage and/or defense under the policy and/or applicable law and with
respect to defense costs incurred or to be incurred in the future, to be
reimbursed and/or obtain an allocation of attorney's fees and expenses if
it is determined there is no coverage.
As a result of this reservation of rights letter and the demands being
made by the plaintiffs in the mediation sessions, on November 20, 2002, the
Partnership filed a four count complaint, Arvida/JMB Managers, Inc. on
behalf of Arvida/JMB Partners, L.P. v. United States Fire Insurance Company
in the Circuit Court of Cook County, Illinois, Chancery Division,
02CH21001, for declaratory relief and damages ("Illinois action"). In the
complaint, the Partnership seeks, among other things, a declaration that
U.S. Fire is obligated to indemnify the Partnership for the Lakes of the
Meadow litigation including amounts expended and to be expended in
connection with the complete resolution of the construction issues for
Association No. 8 (hereinafter, the "Lakes of the Meadow Matter"); actual
damages, including full indemnification for the Lakes of the Meadow Matter;
such other direct and consequential damages as are proven at trial;
prejudgment interest as permitted by law; and any other legal and equitable
relief that the Court deems just and proper under the circumstances. On
November 20, 2002, the same day, U.S. Fire filed a single count complaint,
United States Fire Insurance Company v. Arvida/JMB Partners, L.P. in the
United States District Court for the Southern District of Florida, Miami
Division, Case No.: 02-23366-Civ-Moore (hereafter, "Florida federal case"),
seeking a declaratory judgment against the Partnership that U.S. Fire owes
the Partnership no duties of indemnification or defense with respect to the
Lakes of the Meadows Matter. The Partnership has filed a motion to dismiss
the Florida federal case because the Partnership does not believe that the
court has diversity jurisdiction to adjudicate this matter. The parties
are engaged in discovery with respect to the jurisdictional issue. The
Florida federal case is currently set for trial commencing December 15,
2003. The Partnership believes that this suit is without merit and intends
to vigorously defend itself.
In a December 20, 2002 letter, Home and its agent, Risk Enterprise
Management Limited ("REM"), advised the Partnership of Home's position that
the Home policy provides coverage for the Lakes of the Meadow Matter only
in the event that the U.S. Fire policy provides coverage and that U.S. Fire
pays the limits under its policy. Given Home's position, the Partnership
amended its Illinois action to add Home and REM as defendants in order to
obtain, among other things, a declaration that Home is obligated to defend
and indemnify the Partnership for the Lakes of the Meadow Matter; actual
damages; such other direct and consequential damages as proven at trial;
prejudgment interest; and any other legal and equitable relief that the
court deems just and proper under the circumstances.
On February 10, 2003, U.S. Fire filed in the United States District
Court for the Northern District of Illinois, Eastern Division, a notice of
removal of civil action to remove the Illinois action to federal court.
The pending federal matter is filed as Arvida/JMB Managers, Inc. v. U.S.
Fire Insurance Company, Home Insurance Company, and Risk Enterprise
Management Inc., Case No. 03 C 0988 (hereafter, "Illinois federal case").
The Partnership has filed a motion to remand the Illinois federal case to
the Illinois state court because the Partnership does not believe that the
federal court has diversity jurisdiction to adjudicate the matter.
In a separate proceeding on March 5, 2003, a superior court judge for
the state of New Hampshire entered an order placing Home under an order of
rehabilitation in order to preserve and protect the interests and assets of
Home and to stay all actions and proceedings against it for a period of
ninety days, except as may be modified by further order of the court. The
Partnership is evaluating the effect, if any, that this order may have on
the Illinois federal case and the coverage provided by Home.
The Partnership strongly disagrees with the positions taken by U.S.
Fire and Home and believes that it is covered under the terms of the
relevant policies. However, the Partnership can give no assurances as to
the ultimate portion of the expenses, fees, and damages, if any, which will
be covered by its insurance.
In 1994, the Partnership was advised by Merrill Lynch that various
investors 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 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") with
the Partnership relating to the sale of Interests through Merrill Lynch on
behalf of the Partnership. These claimants sought 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 may be 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 at this time 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 the demands for indemnification made by Merrill
Lynch. Although there can be no assurance regarding the outcome of the
demands for indemnification, the Partnership believes that a material loss
for the Partnership as a result of the demands for indemnification by
Merrill Lynch is remote. The accompanying consolidated financial
statements do not reflect any accruals related to this matter.
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.
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.
This report, including this Management's Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking
statements. Words like "believes," "expects," "anticipates," "likely," and
similar expressions used in this report are intended to identify forward-
looking statements. These forward-looking statements give the
Partnership's current estimates or expectations of future events,
circumstances or results, including statements concerning possible future
distributions and the amount of time and money that may be involved in
completing the liquidation, winding up and termination of the Partnership
or, if applicable, a Liquidating Trust (discussed below) as a successor to
the Partnership. Any forward-looking statements made in this report are
based upon the Partnership's understanding of facts and circumstances as
they exist on the date of this report, and therefore such statements speak
only as of that date of this report. In addition, the forward-looking
statements contained in this report are subject to risks, uncertainties and
other factors that may cause the actual events or circumstances, or the
results or performances of the Partnership, to be materially different from
those estimated or expected, expressly or implicitly, in the forward-
looking statements. In particular, but without limitation, statements
concerning possible future distributions to the Holders of Interest or the
timing or costs associated with completion of a liquidation, winding up and
termination may be adversely affected by unanticipated liabilities or
increases in required reserves to meet possible claims or contingencies,
additional or unanticipated remedial construction or development costs,
delays in resolving pending or threatened litigation or potential claims,
currently unasserted claims that arise in the future and other factors
affecting the timing or amount of expenses incurred in completing a
liquidation, winding up and termination.
Pursuant to Section 5.5J 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 5.5J(i)(c) of the
Partnership Agreement for the Partnership to commence an orderly
liquidation of its remaining assets that was to be completed by October
2002. In October 2002 the Partnership commenced a solicitation for
consents to an amendment (the "Amendment") to the Partnership's Amended and
Restated Agreement of Limited Partnership providing for an extension of the
term of the Partnership's liquidation period to not later than October 31,
2005. In addition, under the terms of the Amendment, the General Partner
is authorized, in its sole discretion, to complete the liquidation of the
Partnership by forming a liquidating trust (the "Liquidating Trust") and
contributing any remaining Partnership assets to the Liquidating Trust
subject to all outstanding obligations and liabilities of the Partnership.
In November 2002 a majority of the Holders of Interests gave their consent
to the Amendment, which became effective October 29, 2002, and,
accordingly, the term of the Partnership's liquidation period has been
extended.
At May 1, 2003, the Partnership had 9 townhomes, each of which is
under a contract for sale, that remain to be built or for which the sale
remains to be closed, in the Partnership's Weston Community. The
Partnership expects to complete construction and close on the sale of these
townhomes, which are the last units to be built by the Partnership in
Weston, by the end of the second quarter of 2003. The Partnership's other
remaining assets include various small land parcels to be sold in their
respective current stages, an additional housing unit, tangible personal
property including vehicles and furniture, fixtures and equipment used in
the Partnership's operations, receivables and certain contract rights.
In May 2003, the Partnership entered into a sale and purchase
agreement with an unaffiliated third party with respect to a small land
parcel in Weston. The transaction is scheduled to close on or about
May 28, 2003, subject to customary and ordinary closing conditions.
However, there can be no assurance as to when or if this transaction will
close and if it does close, the amount of net proceeds that will be
received by the Partnership. The Partnership may also have a future
obligation to the purchaser under the terms of the indemnification
provisions in the agreement.
On February 7, 2003, the Partnership through certain consolidated
entities (collectively, the "Seller"), closed on the sale of The Shoppes of
Town Center (the "Shoppes") in Weston, a mixed use retail/office plaza
consisting of approximately 158,000 net leasable square feet, to
unaffiliated third parties (collectively, the "Buyer"). The gross sale
price for the Shoppes was $34,330,000. Net cash proceeds received from the
sale, after prorations, credits, closing costs, amounts escrowed and the
settlement of the Seller's outstanding loan balance totaled approximately
$18,198,000. Under the Sale and Purchase Agreement (the "Agreement"), the
Seller undertook certain indemnity obligations for the benefit of the Buyer
or its lender. In general, these obligations relate to indemnification
against loss, costs or expenses arising out of a breach of representation
or warranty, possible claims of tenants, certain rent obligations,
restrictions on the leasing or use of the property, litigation relating to
the property, claims occurring or accruing prior to the closing and certain
other usual and customary indemnity obligations. Some of these indemnity
obligations will terminate as to claims made after the first anniversary
date of the sale while other of these indemnity obligations have no
specified termination. The Seller deposited $100,000 and the Buyer
deposited $50,000 in escrow to secure the obligation to indemnify the
Buyer's lender. The Seller also deposited $50,000 in escrow as security
for completion of remediation work for compliance with the Americans with
Disabilities Act. The Partnership has recorded a liability of approxi-
mately $28,000 for these indemnity obligations at March 31, 2003. The net
book value and net cash proceeds received from the sale represented
approximately 22% and 13%, respectively, of the Partnership's total
consolidated assets for financial reporting purposes at December 31, 2002.
The sale resulted in a gain of approximately $1,480,000 for financial
reporting purposes and a gain of approximately $1,950,000 for Federal
income tax purposes.
On December 27, 2002, the Partnership, through certain consolidated
entities, closed on the sale of the Ocala Parcel to an unaffiliated third
party. The gross sale price of the Ocala Parcel was $1,400,000. Net cash
proceeds received from the sale, after prorations and closing costs totaled
approximately $1,266,000. The sale resulted in a loss of approximately
$380,000 for financial reporting purposes and a loss of approximately
$2,610,000 for Federal income tax purposes.
On December 4, 2002, the Partnership, through certain consolidated
entities, closed on the sale of the Waterways II Parcel to an unaffiliated
third party. The Partnership was constructing a shopping center on the
Waterways II Parcel which was not completed on the date of the sale. Under
the terms of the agreement, the seller assigned to the buyer the seller's
rights and obligations under the construction contract and the plans and
specifications for construction, as well as an agreement for parking. The
gross sale price of the Waterways II Parcel was $5,151,000. Net cash
proceeds received from the sale after prorations and closing costs totaled
approximately $4,588,000. The sale resulted in a gain of approximately
$1,170,000 for financial reporting and Federal income tax purposes.
On October 1, 2002, the Partnership, through certain consolidated
entities, closed on the sale of Weston Hills Country Club (the "Country
Club") to an unaffiliated third party. Under the sale and purchase
agreement, the seller (i) made certain representations, warranties and
covenants for the benefit of the purchaser concerning the sellers and the
Country Club and its business and operations and (ii) agreed to indemnify
the purchaser against third party claims or causes of actions in connection
with the sellers' ownership or operation of the Country Club and occurring
or accruing prior to the closing as well as against certain other usual and
customary matters. In general, the representations, warranties and
covenants will survive for one year from the date of closing while the
indemnity obligations have no express termination. The maximum potential
amount of these obligations is generally $1,000,000. In accordance with
the sale and purchase agreement, $1,000,000 of the sale price has been
placed in escrow to pay possible claims or demands of the purchaser arising
from the sale during the one-year period, and is therefore reflected as
restricted cash on the accompanying consolidated balance sheets at
March 31, 2003 and at December 31, 2002. No liability has been recorded
for these obligations. The gross cash sale price for the Country Club was
$23,500,000 plus approximately $224,000 for existing consumable and
saleable inventory. Net cash proceeds received from the sale, after
prorations, closing costs and payment of funds into escrow, totaled
approximately $19,348,000. The sale resulted in a gain of approximately
$6,980,000 for financial reporting purposes and a loss of approximately
$6,106,000 for Federal income tax purposes.
Pending the completion of the liquidation, winding up and termination
of the Partnership (or if applicable, the Liquidating Trust), it is
anticipated that the Partnership (or the Liquidating Trust, as the case may
be) will retain a substantial amount of funds in reserve to provide for the
payment of, the defense against, or other satisfaction or resolution of
obligations, liabilities (including contingent liabilities) and current and
possible future claims, including those for indemnities and other matters
under various agreements made in connection with the sales of the Country
Club, the Shoppes and other assets, possible construction repairs,
homeowner warranty claims, completion of work for certain homeowner
associations and master associations and pending and possible future
litigation and environmental matters. The amount of funds to be retained
in reserve for these purposes has not yet been determined. The Partnership
currently expects that those available funds in excess of the amount
determined to be held in reserve would be distributed during 2003 and 2004
to the partners and Holders of Interests. That portion, if any, of the
funds held in reserve that are not ultimately used to pay, defend or
otherwise resolve or satisfy obligations, liabilities or claims would
subsequently be distributed to the partners and Holders of Interests as a
final liquidating distribution at a later date.
The Partnership is currently seeking to sell its remaining assets by
no later than the end of 2004. However, the Partnership is not able to
determine the amount of time and money that it will take to effect its (or,
if applicable, the Liquidating Trust's) liquidation, winding up and
termination. Various factors may affect the timing of completing the
liquidation, winding up and termination of the Partnership (and, if
applicable, the Liquidating Trust) and the amount of a final liquidating
distribution of funds, if any, out of those retained in reserve. These
factors include the amount of time it takes to sell or otherwise dispose of
the Partnership's remaining assets and the time and expense to resolve all
obligations, liabilities and claims, including contingent liabilities and
claims that are not yet asserted but may be made in the future. In
addition, as noted above, additional or unanticipated remedial construction
or development costs, delays in resolving pending or threatened litigation
or potential claims, currently unasserted claims that arise in the future
and other factors could extend the time required, and significantly
increase the cost, to complete the liquidation, winding up and termination.
At March 31, 2003 and December 31, 2002, the Partnership had
unrestricted Cash and cash equivalents of approximately $82,288,000 and
$88,969,000, respectively. At April 30, 2003, the Partnership had
unrestricted cash and cash equivalents of approximately $86,663,000. Cash
and cash equivalents are available for working capital requirements,
reserves and distributions to partners and Holders of Interests. The
source of both short-term and long-term future liquidity is expected to be
derived primarily from cash on hand.
During February 2003, the Partnership made a distribution for 2002
totaling approximately $22,444,000, of which $20,200,000 was distributed to
the Holders of Interests ($50 per Interest), and approximately $2,244,000
was distributed to the General Partner and Associate Limited Partners,
collectively. During October 2002, the Partnership made a distribution of
$40,400,000 to its Holders of Interest ($100 per Interest) and $4,488,900
to the General Partner and Associate Limited Partners, collectively.
During April 2002, the Partnership made a distribution of $30,300,000 to
its Holders of Interests ($75.00 per Interest) and $3,366,667 to the
General Partner and Associate Limited Partners, collectively. During
January 2002, the Partnership made a distribution for 2001 of $80,800,000
to its Holders of Interests ($200.00 per Interest) and $8,977,778 to the
General Partner and Associate Limited Partners, collectively.
On July 31, 1997, the Partnership obtained a new credit facility from
certain banks with Barnett Bank, N.A. being the primary agent on the
facility. The credit facility consisted of a $75 million term loan, a $20
million revolving line of credit and a $5 million letter of credit
facility, all of which matured on July 31, 2001. The term loan, which was
paid off in December 2000, and the letter of credit facility were not
renewed. The $20 million revolving line of credit was extended for a fee
of $50,000 through September 30, 2002 with First Union National Bank as the
only lender. There were no borrowings on the revolving line of credit
which expired on September 30, 2002.
In May 2000, the Partnership closed on a $20 million mortgage loan
with First Union National Bank for the development and construction of the
Shoppes. The loan was made to an indirect, majority-owned subsidiary of
the Partnership, and the Partnership guaranteed the obligations of the
borrower, subject to a reduction in the guarantee upon the satisfaction of
certain conditions. At December 31, 2002, the balance outstanding on the
loan was approximately $13,800,800. This amount is included in Liabilities
related to assets held for sale on the accompanying consolidated balance
sheet at December 31, 2002. Interest on the loan (as modified effective
May 31, 2001 and further modified effective December 31, 2001) was based on
the relevant LIBOR rate plus 1.8% per annum. Monthly payments of interest
only were required during the first twenty-five months of the loan. On
July 1, 2002, the maturity date for the loan was extended for eleven months
and monthly payments of principal and interest were due based upon a 25
year loan amortization schedule and an assumed interest rate based on the
ten-year treasury bond rate plus 2.5% per annum. The loan could be prepaid
in whole or in part at anytime, provided that the borrower paid 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 commenced in March 2000 and was completed by December 31, 2002.
The outstanding principal balance and accrued and unpaid interest of
approximately $13,848,000 were paid in February 2003 out of the proceeds
from the sale of the Shoppes.
In January 2003, CMG Partners, LLC ("CMG") made an offer to purchase
up to 4.9% of the outstanding Interests for $100 per Interest. In
addition, in February 2003, First Commercial Guaranty ("FCG") made an offer
to purchase up to approximately 4.1% of the outstanding Interests for $120
per Interest. The General Partner, on behalf of the Partnership,
determined that each of these offers was inadequate and not in the best
interests of the Holders of Interests. Accordingly, the General Partner
recommended that Holders of Interests reject each such offer and not tender
other Interests pursuant to either offer. These offers were scheduled to
expire in April and March 2003, respectively, subject to earlier
termination.
In April 2003, CMG made another offer to purchase up to 4.9% of the
outstanding Interests for $75 per Interest (which took into account the
Partnership's distribution of $50 per Interest to Holders of Interests at
the end of February 2003). The General Partner, on behalf of the
Partnership, determined that this offer was inadequate and not in the best
interests of Holders of Interests. Accordingly, the General Partner
recommended that Holders of Interests reject this offer and not tender
their Interests to CMG. This offer is scheduled to expire at the end of
July 2003, subject to earlier termination.
RESULTS OF OPERATIONS
The results of operations for the three months ended March 31, 2003
and 2002, are primarily attributable to the development and sale or
operation of the Partnership's assets.
The decrease in balance sheets components such as trade and other
receivables, inventories, prepaid expenses and other assets, and deposits
at March 31, 2003 as compared to December 31, 2002 is attributable to the
ongoing orderly liquidation of the Partnership's assets as previously
discussed. The decrease in assets held for sale and related liabilities is
primarily attributable to the sale of the Shoppes and payment of the
mortgage loan secured by the property out of the sale proceeds in February
2003. The decrease in Accrued expenses and other liabilities is primarily
due to the payment of accrued payroll and bonus during the period ended
March 31, 2003.
For the three months ended March 31, 2003, the Partnership (including
its consolidated and unconsolidated ventures) closed on the sale of 64
housing units in addition to the sale of the Shoppes. This compares to
closings in the first quarter of 2002 of 285 housing units and one
commercial office building unit. Outstanding contracts ("backlog") at
March 31, 2003, were for the 64 remaining townhomes. As of March 31, 2002,
there were only 146 housing units not under contract.
The Partnership's Communities, other than Weston, have completed
construction. The Partnership's Weston Community is in its final stage of
development, with an estimated remaining build-out of approximately two
months.
Housing revenues and gross operating profit margins from housing
operations decreased for the three month period ended March 31, 2003 as
compared to the same period in 2002, due to the significant decrease in the
number of units closed, a change in the estimate resulting in an increase
in the warranty reserve, and a change in the mix of product sold. The
average per unit sales price was approximately $182,500 for the three
months ended March 31, 2003 as compared to approximately $310,900 for the
same period in 2002. Revenues generated from the closing of units in
Weston account for 100% of the housing revenues recognized for the three
months ended March 31, 2003 and 2002.
There were no land and property revenues for the three months ended
March 31, 2003. Land and property revenues for the three months ended
March 31, 2002 were generated primarily from the sale of a commercial
office building unit in Weston.
The decrease in revenues from Brokerage and other operations for the
three months ended March 31, 2003 as compared to the same period in 2002 is
due primarily to a decrease in fees earned from the Partnership's mortgage
brokerage operations due to a decrease in the number of housing units
closed.
Selling, general and administrative expenses decreased for the three
months ended March 31, 2003 as compared to the same periods in 2002 due
primarily to decreased marketing, support service costs, and project
administrative costs resulting from the final stage of development of the
Partnership's Weston Community.
Interest income decreased during the three months ended March 31, 2003
as compared to the same period in 2002 due primarily to the decline in
interest rates on invested funds.
Net income from assets held for sale decreased during the three months
ended March 31, 2003 as compared to the same period in 2002 due primarily
to the sale of the Shoppes during February 2003 and the sale of the Country
Club in October 2002, which accounted for net income of $232,215 and
$734,028, respectively, for the first quarter of 2002.
Gain on sale of assets held for sale during the three months ended
March 31, 2003 is due to the sale of the Shoppes in February 2003.
ITEM 4. CONTROLS AND PROCEDURES
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Partnership have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of a date within 90
days prior to the date of the filing of this report (the "Evaluation Date")
with the Securities and Exchange Commission ("SEC"). Based on such
evaluation, the principal executive officer and the principal financial
officer have concluded that the Partnership's disclosure controls and
procedures were effective as of the Evaluation Date to ensure that
information required to be disclosed in this report was recorded,
processed, summarized and reported within the time period specified in the
applicable SEC rules and form for this report. Furthermore, there have
been no significant changes in the internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 Associates, 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 Eleventh 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 amended complaint,
plaintiffs have sought unspecified damages, attorneys' fees and costs,
recission of specified releases, and all other relief that plaintiffs may
be entitled to at equity or at law 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 have alleged
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 recission and
cancellation of various general releases obtained by the Partnership
allegedly in the course of the turnover of the Community to the residents.
Plaintiffs have indicated that they may seek to hold the Partnership
responsible for the entire amount of alleged damages owing as a result of
the alleged deficiencies existing throughout the entire development. The
Partnership has tendered this matter to The Walt Disney Company ("Disney")
pursuant to the Partnership's indemnification rights and has filed a third-
party complaint against it pursuant to the Partnership's rights of
contractual indemnity. The Partnership has also answered the amended
complaint and has filed a cross-claim against Disney's affiliate, Walt
Disney World Company, for common law indemnity and contribution. Discovery
in this litigation is proceeding with a discovery cut-off of August 15,
2003, and a trial date to be set thereafter.
In a matter related to the Lakes of the Meadow development, the Miami-
Dade County Building Department ("Building Department") retained the
services of an engineering firm, All State Engineering, to inspect the
condominiums that are the subject of the lawsuit. On February 27, 2002,
the Building Department apparently advised condominium owners throughout
the development that it found serious life-safety building code violations
in the original construction of the structures and issued notices of
violation under the South Florida Building Code. The condominium owners
were further advised that the notices of violation would require
affirmative action on their part to respond to the notices through
administrative proceedings and/or by addressing the alleged deficiencies.
On August 8, 2002, the Partnership attended a mediation of this
matter. During the course of the mediation, plaintiffs demanded
$298,000,000 on behalf of the Association Nos. 1-7 and 9, such sums
allegedly representing the cost to address all construction defects
currently alleged to exist by plaintiffs, associated damages and such other
relief as the plaintiffs believe they are entitled, including punitive
damages. As to the claim for punitive damages, the Court subsequently
denied plaintiffs leave to amend the complaint to add a punitive damage
claim. With this demand, plaintiffs have sought to impose liability on the
Partnership for all of the units in Association Nos. 1-7 and 9. The
Partnership believes that its liability, if any, extends to the portion of
the units that the Partnership built and sold, which the Partnership
estimates to be approximately ten percent of the units in Association Nos.
1-7 and 9. In this mediation session, a mediation conducted on November
15-16, 2002, and in various other communications, the parties have
exchanged technical information regarding the issues raised by the notices
of violation, plaintiffs' demands, and possible ways in which to address
those issues. Further sessions and discussions are expected.
The Partnership is currently being defended by counsel paid for by
United States Fire Insurance Company ("U.S. Fire"), one of the
Partnership's insurance carriers. During 2001, the Partnership settled the
claims brought in connection with Lakes of the Meadows Village Homes
Condominium No. 8 Maintenance Association, Inc. ("Association No. 8") for a
payment of $155,000 funded by U.S. Fire. Representatives of the
Partnership have discussed with representatives of Association No. 8 issues
raised by the Building Department's notices of violations for that
Association's condominium units. Association No. 8 submitted construction
plans to address the issues raised by the Building Department notices of
violations and comments received by the plan reviewers for that
Associations' units. On February 7, 2003, Association No. 8 received
permits approving its plans and is in the process of putting the plans out
for actual bids. Based on currently known information, the Partnership
estimates that it may cost approximately $1,715,000 to fund the cost of
addressing the construction issues in accordance with the approved plans.
Association No. 8 has asked the Partnership to pay for the costs to address
these construction issues. As a result of these discussions, the
Partnership has asked U.S. Fire to pay the expense of addressing these
construction issues for Association No. 8. In the event that U.S. Fire
does not fund these costs, the Partnership expects to fund these costs
under the circumstances and seek reimbursement from U.S. Fire or the
Partnership's excess insurance carrier, The Home Insurance Company (the
"Home").
On the basis of the discussions to date, the Partnership believes that
the cost of addressing the issues raised by, and to receive a release from,
Association Nos. 1-7 and 9 can currently be estimated at $5.6 million. As
with the cost to address the issues raised by Association No. 8, the
Partnership has asked U.S. Fire to pay the expense of addressing the issues
of these plaintiffs and resolving this matter. In the event that neither
U.S. Fire nor Home funds these costs, the Partnership expects to fund these
costs under the circumstances and seek reimbursement from U.S. Fire and/or
Home.
On August 9, 2002, the Partnership received a reservation of rights
letter from U.S. Fire, by which it purports to limit its exposure with
regard to the Lakes of the Meadow matter and to reserve its rights to deny
coverage and/or defense under the policy and/or applicable law and with
respect to defense costs incurred or to be incurred in the future, to be
reimbursed and/or obtain an allocation of attorney's fees and expenses if
it is determined there is no coverage.
As a result of this reservation of rights letter and the demands being
made by the plaintiffs in the mediation sessions, on November 20, 2002, the
Partnership filed a four count complaint, Arvida/JMB Managers, Inc. on
behalf of Arvida/JMB Partners, L.P. v. United States Fire Insurance Company
in the Circuit Court of Cook County, Illinois, Chancery Division,
02CH21001, for declaratory relief and damages ("Illinois action"). In the
complaint, the Partnership seeks, among other things, a declaration that
U.S. Fire is obligated to indemnify the Partnership for the Lakes of the
Meadow litigation including amounts expended and to be expended in
connection with the complete resolution of the construction issues for
Association No. 8 (hereinafter, the "Lakes of the Meadow Matter"); actual
damages, including full indemnification for the Lakes of the Meadow Matter;
such other direct and consequential damages as are proven at trial;
prejudgment interest as permitted by law; and any other legal and equitable
relief that the Court deems just and proper under the circumstances. On
November 20, 2002, the same day, U.S. Fire filed a single count complaint,
United States Fire Insurance Company v. Arvida/JMB Partners, L.P. in the
United States District Court for the Southern District of Florida, Miami
Division, Case No.: 02-23366-Civ-Moore (hereafter, "Florida federal case"),
seeking a declaratory judgment against the Partnership that U.S. Fire owes
the Partnership no duties of indemnification or defense with respect to the
Lakes of the Meadows Matter. The Partnership has filed a motion to dismiss
the Florida federal case because the Partnership does not believe that the
court has diversity jurisdiction to adjudicate this matter. The parties
are engaged in discovery with respect to the jurisdictional issue. The
Florida federal case is currently set for trial commencing December 15,
2003. The Partnership believes that this suit is without merit and intends
to vigorously defend itself.
In a December 20, 2002 letter, Home and its agent, Risk Enterprise
Management Limited ("REM"), advised the Partnership of Home's position that
the Home policy provides coverage for the Lakes of the Meadow Matter only
in the event that the U.S. Fire policy provides coverage and that U.S. Fire
pays the limits under its policy. Given Home's position, the Partnership
amended its Illinois action to add Home and REM as defendants in order to
obtain, among other things, a declaration that Home is obligated to defend
and indemnify the Partnership for the Lakes of the Meadow Matter; actual
damages; such other direct and consequential damages as proven at trial;
prejudgment interest; and any other legal and equitable relief that the
court deems just and proper under the circumstances.
On February 10, 2003, U.S. Fire filed in the United States District
Court for the Northern District of Illinois, Eastern Division, a notice of
removal of civil action to remove the Illinois action to federal court.
The pending federal matter is filed as Arvida/JMB Managers, Inc. v. U.S.
Fire Insurance Company, Home Insurance Company, and Risk Enterprise
Management Inc., Case No. 03 C 0988 (hereafter, "Illinois federal case").
The Partnership has filed a motion to remand the Illinois federal case to
the Illinois state court because the Partnership does not believe that the
federal court has diversity jurisdiction to adjudicate the matter.
In a separate proceeding on March 5, 2003, a superior court judge for
the state of New Hampshire entered an order placing Home under an order of
rehabilitation in order to preserve and protect the interests and assets of
Home and to stay all actions and proceedings against it for a period of
ninety days, except as may be modified by further order of the court. The
Partnership is evaluating the effect, if any, that this order may have on
the Illinois federal case and the coverage provided by Home.
The Partnership strongly disagrees with the positions taken by U.S.
Fire and Home and believes that it is covered under the terms of the
relevant policies. However, the Partnership can give no assurances as to
the ultimate portion of the expenses, fees, and damages, if any, which will
be covered by its insurance.
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. Acknowledgment and Amendment of Partnership Agreement.*
3.3. Assignment Agreement by and among the General Partner, the
Initial Limited Partner and the Partnership.*
10.1. Sale and Purchase Agreement dated as of September 6, 2002, by
and between Weston Town Center, LLC and Belmont Investment
Corp., as amended by the First, Second and Third Amendments to
Sale and Purchase Agreement, dated January 17, 2003, February
7, 2003 and February 7, 2003, respectively, for the sale of
the Weston Town Center, also known as The Shoppes of Town
Center located in Weston, Florida is hereby incorporated by
reference to Exhibit 10.1 to the Partnership's Report on Form
8-K (File No. 0-16976) filed on February 24, 2003.
99. Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
filed herewith.
------------------------------
* Previously filed with the Securities and Exchange
Commission as Exhibits 3.1, 3.2 and 3.3, respectively, to the
Partnership's Form 10-Q/A Report (File No. 0-16976) filed on
June 6, 2002 and incorporated herein by reference.
(b) Reports on Form 8-K
On February 24, 2003, a current report on Form 8-K was
filed with the Commission reporting under Item 2
(Disposition of Assets) the sale of The Shoppes of Town
Center to an unrelated third parties. Included in such Form
8-K report are the following pro forma financial statements:
(i) Consolidated Pro Forma Balance Sheet of Arvida/
JMB Partners, L.P. at September 30, 2002.
(ii) Consolidated Pro Forma Statement of Operations of
Arvida/JMB Partners, L.P. for the Nine Months Ended
September 30, 2002.
(iii) Consolidated Pro Forma Statement of Operations of
Arvida/JMB Partners, L.P. for the Year Ended December 31,
2001.
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 15, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on behalf of Arvida/JMB Partners, L.P. by the
following person in the capacities and on the date indicated.
By: GAILEN J. HULL
Gailen J. Hull, Chief Financial Officer
and Principal Accounting Officer
Date: May 15, 2003
CERTIFICATIONS
--------------
I, Gary Nickele, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Arvida/JMB
Partners, L.P.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date:May 15, 2003
/s/ Gary Nickele
----------------------------
Principal Executive Officer
I, Gailen J. Hull, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Arvida/JMB
Partners, L.P.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date:May 15, 2003
/s/ Gailen J. Hull
----------------------------
Principal Financial Officer