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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, 2004 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 . . . . . . . . . . . . . . . . . . . . 17
Item 4. Controls and Procedures. . . . . . . . . . . . . . 20
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 21
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 26
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,
2004 2003
(Unaudited) (See Note)
------------- ------------
Cash and cash equivalents . . . . . . . $ 62,900,172 $ 65,450,117
Restricted cash . . . . . . . . . . . . 1,126,872 1,126,317
Trade and other accounts receivable . . -- 295,469
Real estate inventories . . . . . . . . -- --
Property and equipment, net . . . . . . 140,640 144,916
Investments in and advances to
joint ventures, net . . . . . . . . . 165,417 182,437
Amounts due from affiliates, net. . . . -- 308,613
Prepaid expenses and other assets . . . 163,762 236,704
------------ ------------
Total assets. . . . . . . . . $ 64,496,863 $ 67,744,573
============ ============
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
MARCH 31, DECEMBER 31,
2004 2003
(Unaudited) (See Note)
------------- ------------
Liabilities:
Accounts payable. . . . . . . . . . . $ 14,129 $ 27,265
Accrued expenses and other
liabilities . . . . . . . . . . . . 14,374,129 17,242,147
Amounts due to affiliates, net. . . . 260,501 --
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . 14,648,759 17,269,412
------------ ------------
Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions . . . . . . . 20,000 20,000
Cumulative net income . . . . . . . 103,555,886 103,568,427
Cumulative cash distributions . . . (97,244,327) (97,244,327)
------------ ------------
6,331,559 6,344,100
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs . . . . . . 364,841,815 364,841,815
Cumulative net income . . . . . . . 378,625,767 379,240,283
Cumulative cash distributions . . . (699,951,037) (699,951,037)
------------ ------------
43,516,545 44,131,061
------------ ------------
Total partners' capital
accounts. . . . . . . . . . 49,848,104 50,475,161
------------ ------------
Total liabilities and
partners' capital . . . . . $ 64,496,863 $ 67,744,573
============ ============
NOTE: The consolidated balance sheet at December 31, 2003 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, 2004 AND 2003
(UNAUDITED)
2004 2003
----------- -----------
Revenues:
Housing . . . . . . . . . . . . . . . $ -- $11,680,355
Brokerage and other operations. . . . 130,784 215,441
----------- -----------
Total revenues. . . . . . . . . . 130,784 11,895,796
----------- -----------
Cost of revenues:
Housing . . . . . . . . . . . . . . . -- 10,671,219
Operating properties. . . . . . . . . -- 16,929
Brokerage and other operations. . . . 23,986 192,035
----------- -----------
Total cost of revenues. . . . . . 23,986 10,880,183
----------- -----------
Gross operating profit. . . . . . . . . 106,798 1,015,613
Selling, general and administrative
expenses. . . . . . . . . . . . . . . (791,329) (2,194,610)
----------- -----------
Net operating loss. . . . . . . . (684,531) (1,178,997)
Interest income . . . . . . . . . . . . 80,963 227,117
Equity in losses of unconsolidated
ventures. . . . . . . . . . . . . . . (13,435) (19,635)
Interest and real estate taxes,
net of amounts capitalized. . . . . . (10,054) (245)
----------- -----------
Loss from continuing
operations. . . . . . . . . . . (627,057) (971,760)
Discontinued Operations:
Net income from assets held
for sale. . . . . . . . . . . . . . -- 317,081
Gain on sale of assets held
for sale. . . . . . . . . . . . . . -- 1,478,008
----------- -----------
Net (loss) income . . . . . . . . $ (627,057) $ 823,329
=========== ===========
Net loss before discontinued
operations per Limited
Partnership Interest. . . . . . $ (1.52) $ (2.38)
Discontinued operations per
Limited Partnership Interest. . -- 4.40
----------- -----------
Net (loss) income per Limited
Partnership Interest. . . . . . $ (1.52) $ 2.02
=========== ===========
Cash distributions per
Limited Partnership Interest. . $ -- $ 50.00
=========== ===========
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, 2004 AND 2003
(UNAUDITED)
2004 2003
------------ ------------
Net loss from continuing operations . . $ (627,057) $ (971,760)
Charges (credits) to net loss
from continuing operations not
requiring (providing) cash:
Depreciation. . . . . . . . . . . . . 4,276 217,021
Equity in losses of unconsolidated
ventures. . . . . . . . . . . . . . 13,435 19,635
Changes in:
Restricted cash . . . . . . . . . . . (555) (157,827)
Trade and other accounts receivable . 295,469 414,594
Real estate inventories:
Additions to real estate
inventories . . . . . . . . . . . -- (8,810,875)
Cost of sales . . . . . . . . . . . -- 10,396,492
Capitalized interest. . . . . . . . -- (84,676)
Capitalized real estate taxes . . . -- (20,792)
Amounts due to/from affiliates, net . 569,114 39,708
Prepaid expenses and other assets . . 72,942 494,118
Accounts payable, accrued expenses
and other liabilities . . . . . . . (2,894,569) (4,825,073)
------------ ------------
Net cash used in
operating activities of
continuing operations . . . (2,566,945) (3,289,435)
------------ ------------
Investing activities:
Joint venture distributions . . . . . 17,000 --
------------ ------------
Net cash provided by
investing activities of
continuing operations . . . 17,000 --
------------ ------------
Financing activities:
Distributions to General Partner
and Associate Limited Partners. . . -- (2,244,444)
Distributions to Limited Partners . . -- (20,200,000)
------------ ------------
Net cash used in
financing activities of
continuing operations . . . -- (22,444,444)
------------ ------------
Net cash provided by
discontinued operations . . . . . . . -- 19,053,795
------------ ------------
Decrease in Cash and
cash equivalents. . . . . . . . . . . (2,549,945) (6,680,084)
Cash and cash equivalents,
beginning of period . . . . . . . . . 65,450,117 88,968,513
------------ ------------
Cash and cash equivalents,
end of period . . . . . . . . . . . . $ 62,900,172 $ 82,288,429
============ ============
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, 2004
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2003,
which are included in the Partnership's 2003 Annual Report on Form 10-K
(File No. 0-16976) filed on March 30, 2004, 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
2003 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, 2004 and December 31, 2003 and for the three months ended
March 31, 2004 and 2003. The results of operations for the three month
period ended March 31, 2004 are not necessarily indicative of the results
to be expected for the fiscal year ending December 31, 2004.
In January 2003, FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), as further clarified and amended by
the FASB's issuance of a revision to FIN 46 in December 2003. FIN 46
requires the consolidation of entities in which an enterprise absorbs a
majority of the entity's expected losses, receives a majority of the
entity's expected residual returns, or both, as a result of ownership,
contractual or other financial interests in the entity. Prior to the
issuance of FIN 46, entities were generally consolidated by an enterprise
when it had a controlling financial interest through ownership of a
majority voting interest in the entity. FIN 46 applied immediately to
variable interests created after January 31, 2003, and with respect to
variable interests created before February 1, 2003, FIN 46 applies to the
Partnership during the quarter ended March 31, 2004, as deferred by the
FASB in December 2003. The Partnership has completed its assessment of
FIN 46 implications and determined it does not have any interests in
variable interest entities.
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 are 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 previous 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.
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, 2004 and 2003, changes in the
warranty accrual consisted of the following:
2004 2003
----------- ----------
Accrued warranty costs,
January 1 . . . . . . . . . . . $ 1,569,000 2,162,000
Estimated liability recorded. . . -- 799,000
Payments made . . . . . . . . . . (289,000) (798,000)
----------- ----------
Accrued warranty costs,
March 31 . . . . . . . . . . . $ 1,280,000 2,163,000
=========== ==========
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 matters. Some of these indemnity obligations
terminate as to claims made after the first anniversary date of the sale
while other of these indemnity obligations have no specified termination.
In accordance with such indemnification, the seller deposited $100,000 and
the buyer deposited $50,000 in escrow to secure the obligation to indemnify
the buyer's lender for such claims. The Partnership received $50,000 of
the $100,000 noted above during 2003. The seller also deposited $50,000 in
escrow as security for completion of remediation work for compliance with
the Americans with Disabilities Act. The remediation work has been
completed and the Partnership anticipates the release of this deposit. 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.
The Partnership has recorded a liability of approximately $49,000 for these
indemnity obligations at March 31, 2004. This liability is included in
Accrued expenses and other liabilities on the accompanying balance sheet at
March 31, 2004.
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 survived 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 was placed in
escrow to pay possible claims or demands of the purchaser arising from the
sale during the one-year period after the sale. The Partnership received
the $1,000,000 in escrowed funds during December 2003.
Indemnification of Certain Persons
Under certain circumstances, the Partnership indemnifies the General
Partner and certain other persons performing services on behalf of the
Partnership for liability they may incur arising out of the indemnified
persons' activities conducted on behalf of the Partnership. There is no
limitation on the maximum potential payments under these indemnification
obligations, and, due to the number and variety of events and circumstances
under which these indemnification obligations could arise, the Partnership
is not able to estimate such maximum potential payments. However,
historically the Partnership has not made payments in material amounts
under such indemnification obligations, and no amount has been accrued in
the accompanying consolidated financial statements for these
indemnification obligations of the Partnership.
Discontinued Operations
Effective January 1, 2002, the Partnership adopted SFAS No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No.
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 No. 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, the 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, commercial
office units in Weston and certain land parcels, which met 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, 2004,
all assets previously classified as assets held for sale have been sold.
Capitalized Interest and Real Estate Taxes
Interest, including the amortization of loan fees, of $0 and $84,676
was incurred for the three months ended March 31, 2004 and 2003,
respectively, all of which was capitalized. Interest payments, including
amounts capitalized, of $0 and $47,011 were made during the three months
ended March 31, 2004 and 2003, respectively. The decrease in interest
incurred and paid during the three month period ending March 31, 2004
compared to the same period in 2003 is due to the payment in February 2003
of the outstanding principal balance on the mortgage loan secured by the
Shoppes.
Real estate taxes of $10,054 and $21,038 were incurred for the three
months ended March 31, 2004 and 2003, respectively, of which $0 and $20,793
were capitalized, respectively. Real estate tax payments of $0 and $20,555
were made during the three months ended March 31, 2004 and 2003,
respectively. In addition, real estate tax reimbursements totaling $1,139
and $272,896 were received from the Partnership's escrow agent during the
three months ended March 31, 2004 and 2003, respectively. The decrease in
real estate taxes incurred during the three month period ending March 31,
2004 as compared to the same period in 2003 is due to the continued orderly
liquidation 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
At December 31, 2003, the Partnership recorded an asset impairment of
approximately $524,000 to the carrying value of the remaining furniture and
equipment at its corporate office in Boca Raton. This loss was determined
based upon an analysis by an unaffiliated appraiser and recorded based upon
the difference between the carrying value of the assets as compared to
their appraised fair value.
Depreciation expense of $4,276 and $217,021 was recorded for the three
months ended March 31, 2004 and 2003, respectively. There was no
amortization of loan fees recorded for the three months ended March 31,
2004 and 2003. The decrease in depreciation expense incurred during the
three month period ending March 31, 2004 as compared to the same period in
2003 is due to the continued orderly liquidation of the remaining
Partnership assets and the impairment noted in the preceding paragraph.
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
to the General Partner and Associate Limited Partners, collectively.
Reclassifications
Certain reclassifications have been made to the 2003 financial
statements to conform to the 2004 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 escrow agreements as well
as cash which collateralizes letters of credit.
NOTES AND MORTGAGES PAYABLE
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. 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 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, 2004 was approximately $1,100 all of
which was paid as of April 30, 2004. The total of such costs for the three
months ended March 31, 2003 was approximately $79,000. In addition, the
General Partner and its affiliates are entitled to reimbursements for
salaries and salary-related costs relating to the administration of the
Partnership and the operation of the Partnership's properties. Such costs
were approximately $82,000 and $119,000 for the three months ended
March 31, 2004 and 2003, respectively, all of which were paid as of
April 30, 2004.
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,
2004, there were no such costs incurred by the Partnership. For the three
month period ended March 31, 2003, the Partnership was entitled to
reimbursements of approximately $20,400.
For the three month periods ended March 31, 2004 and 2003, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $2,245,000 and $3,349,000, 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). At March 31, 2004,
the Partnership owed St. Joe/Arvida approximately $16,000 for services
provided pursuant to this agreement, all of which was paid as of April 30,
2004. 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, 2004 and 2003,
the Partnership was entitled to reimbursement of such costs totaling
approximately $0 and $419,000, respectively, from St. Joe/Arvida and its
affiliates.
In February 2003, the General Partner and Associate Limited Partners,
collectively, received cash distributions in the aggregate amount of
$2,244,444.
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 bonds for approximately $3,463,000
at March 31, 2004. In addition, a joint venture in which the Partnership
holds an interest is also contingently liable under bonds for approximately
$306,000 at March 31, 2004.
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 assignment and assumption of the lease was made
effective January 1, 2004.
Rental expense of $34,242 and $315,600 was incurred for the three
month periods ended March 31, 2004 and 2003, 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 the Juarez and Lakes of the Meadow lawsuits 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 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 Miami-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 (n/k/a Disney Enterprises, Inc.,
"Disney") is also a defendant in this suit. The Partnership filed a motion
to dismiss this action that has been pending since 1996. The Partnership
is advised that the amount of this claim (including prejudgment interest)
that allegedly relates to units it sold is a range of approximately
$360,000 to $800,000. 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 Associations,
Inc., v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No.
95-23003-CA-08, filed in the Circuit Court of the Eleventh Judicial Circuit
in and for Miami-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 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
cut-off in this litigation has expired; however, discovery is ongoing but
proceeding to a conclusion. No trial date has been set. This case is
subject to pending settlements discussed below. The Partnership is being
defended by counsel paid for by U.S. Fire as well as additional counsel
engaged by the Partnership.
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 on May 29, 2002, 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 with
representatives of Lakes of the Meadow Village Homes Condominium Nos. One
through Seven and Nine Maintenance Associations (collectively, "Association
Nos. 1-7 and 9"). As a result of this and subsequent mediation sessions
and other discussions among the parties, and without admitting any
liability, the Partnership has entered into an agreement with Association
Nos. 1-7 and 9 and their members for a settlement that received preliminary
approval of the Court on February 12, 2004. On April 30, 2004, the Court
gave its final approval of the settlement as fair, reasonable and adequate
and in the best interest of Association Nos. 1-7 and 9 and their members.
The Court's order giving its final approval is subject to the filing of an
appeal during the 30-day period following the entry of the order of
approval. The settlement agreement provides, among other things, for a
release by Association Nos. 1-7 and 9 and their members of all manner of
actions, claims, and damages arising out of or relating to the subject
matters of the lawsuit; any order of the Miami-Dade County, Florida Unsafe
Structures Board relating to the units in the condominiums of Association
Nos. 1-7 and 9; any remediation action undertaken in regard to those units;
the failure of any of Association Nos. 1-7 and 9 to undertake appropriate
or timely remediation; or the past, present or future governance of
Association Nos. 1-7 and 9. Under the terms of the settlement agreement,
the claims of Association Nos. 1-7 and 9 and their members would be
dismissed, each side bearing its own fees and costs. The Partnership would
pay $5.5 million to Association Nos. 1-7 and 9 as part of the settlement.
The Partnership would continue to reserve its right to pursue claims for
indemnity or contribution against The Walt Disney Company or its affiliates
in connection with the condominium units that were constructed in whole or
in part prior to September 10, 1987 (the date that the Partnership acquired
the assets of Arvida Corporation from The Walt Disney Company) but were
sold by the Partnership on or after that date. Completion of the
settlement is subject to the satisfaction or waiver of certain conditions,
including that there be no reversal or material modification of the Court's
final approval order on an appeal, if any, taken from such order. There is
no assurance that all remaining conditions for completion of the settlement
will be satisfied or waived. If the settlement is not completed, the
litigation brought by Association Nos. 1-7 and 9 against the Partnership
may continue. The Partnership's claims for indemnity and contribution have
been severed for separate proceedings and trial from the case in chief in
the Lakes of the Meadow litigation.
During 2001, the Partnership settled the claims brought in the lawsuit
by Lakes of the Meadow Village Homes Condominium No. Eight 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 Association's units. On February
7, 2003, Association No. 8 received permits approving its plans for most of
its condominium units and is in the process of engaging a general
contractor for the work. Association No. 8 asked the Partnership to pay
the cost to remediate the units in its condominium. On March 9, 2004, the
Partnership entered into a separate settlement agreement with Association
No. 8 and its members. This settlement was completed in May 2004 with the
Partnership paying $1,385,000 in exchange for a release of all of the
claims of Association No. 8 and its members. In addition, the Court has
entered an order dismissing the claims of Association No. 8 and its members
in the lawsuit, and the time for appealing that order has expired. The
Partnership intends to pursue claims for indemnity or contribution against
The Walt Disney Company or its affiliates in connection with the units in
the condominium of Association No. 8 that were constructed in whole or in
part prior to September 10, 1987 but were sold by the Partnership on or
after that date.
The Partnership has applied the accounting rules concerning loss
contingencies in regard to the treatment of this matter for financial
reporting purposes.
The Partnership is seeking payment or reimbursement of the foregoing
settlement amounts from U.S. Fire, which has issued a reservation of rights
letter with respect to the claims in the lawsuit against the Partnership,
and from the Partnership's excess insurance carrier, The Home Insurance
Company, which is subject to a liquidation proceeding. The Partnership can
give no assurances as to the ultimate portion of the expenses, fees and
damages allegedly relating to the Lakes of the Meadow matter, if any, which
will be covered by its insurance. Reference is made to Item 1, Legal
Proceedings, in Part II - Other Information elsewhere in this report for
further information concerning the Partnership's insurance and the Lakes of
the Meadow matter.
The Partnership, the General Partner and certain related parties as
well as other unrelated parties have been named defendants in an action
entitled Rothal v. Arvida/JMB Partners Ltd. et al, Case No. 03010709, filed
in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida. In this suit that was filed on or about June 20, 2003,
plaintiff purports to bring a class action allegedly arising out of
construction defects occurring during the development of Camellia Island in
Weston, which has approximately 150 homes. Plaintiff has filed a fourteen
count complaint seeking unspecified general damages, special damages,
statutory damages, prejudgment and post-judgment interest, costs,
attorneys' fees, and such other relief as the court may deem just and
proper. Plaintiff complains, among other things, that the homes were not
built of high quality and adequate construction, that the homes were not
built in conformity with the South Florida Building Code and plans on file
with Broward County, Florida, that the roofs were not properly attached or
were inadequate, that the truss systems and installation were improper, and
that the homes suffer from improper shutter storm protection systems. The
Partnership filed a motion to dismiss, which was denied. The Partnership
intends to file its answer to the complaint shortly. The Arvida defendants
believe that they have meritorious defenses and intend to vigorously defend
themselves. Due to, among other things, the early stage of the litigation,
the Partnership has not determined what, if any, loss exposure that it may
have for this matter, and the accompanying consolidated financial
statements do not reflect any accruals related to this matter. This case
has been tendered to one of the Partnership's insurance carriers, Zurich
American Insurance Company (together with its affiliates collectively,
"Zurich") for defense and indemnity. Zurich is providing a defense of this
matter under a purported reservation of rights. The Partnership has also
engaged other counsel in connection with this lawsuit. The Partnership is
unable to determine the ultimate portion of the expenses, fees and damages,
if any, which will be covered by its insurance.
The following three lawsuits in large part allegedly arise out of
landscaping issues at certain subdivisions in the Weston Community. These
lawsuits are collectively referred to as the "landscape cases."
The Partnership has been named a defendant in a lawsuit entitled, The
Ridges Maintenance Association, Inc. v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida Management Limited Partnership, and CCL Consultants,
Inc., Case No. 0310189 (the "Ridges Case"), filed on or about June 6, 2003
in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida. Plaintiff is alleged to be a homeowners' association
representing the owners of approximately 1,500 homes and extensive common
areas in the Ridges subdivision in Weston. In this six count complaint for
breach of implied warranty of merchantability, breach of implied warranty
of fitness, breach of express warranty, fraudulent misrepresentation and
concealment, negligent design, construction and/or maintenance and breach
of fiduciary duty, plaintiff seeks an unspecified dollar amount of
compensatory damages, interest, court costs and such other relief as the
court may deem just and proper. Plaintiff alleges that it evaluated the
condition of the common areas after the turnover of the community in
January 2000 and discovered numerous construction, design and maintenance
defects and deficiencies including, but not limited to, improper planting
of inferior quality/grade of landscaping contrary to prevailing government
codes, shallow planting of landscaping, landscape planting in inappropriate
areas, and the planting of landscaping that would uproot sidewalks.
Plaintiff also alleges that prior to the turnover of the community, the
Arvida defendants engaged in a series of actions that amounted to a breach
of their fiduciary duties to plaintiff by, among other things, improperly
failing to pay for all of the common expenses actually incurred prior to
turnover in excess of the assessment for common expenses and any other
funds including working capital, executing pre-turnover amendments to the
declarations of the association for the Arvida defendants' sole benefit and
to the financial detriment of the plaintiff, engaging in acts which
constituted a conflict of interest, and allegedly improperly transferring
funds by and between plaintiff and a non-party, The Town Foundation, Inc.,
which was also allegedly under the control of one or more of the Arvida
defendants, all in breach of defendants' alleged fiduciary duties. The
Arvida defendants believe that they have meritorious defenses and intend to
vigorously defend themselves.
The Partnership has been named a defendant in a case entitled The
Falls Maintenance Association, Inc. v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., CCL Consultants, Inc. and Stiles Corporation f/k/a Stiles
Landscape Service Co., Case No. 0302577 (the "Falls Maintenance Case"),
filed on or about February 10, 2003, in the 17th Judicial Circuit in and
for Broward County, Florida. Plaintiff is alleged to be the homeowners'
association responsible for the maintenance, repair, and replacement of the
common areas within the Falls subdivision in Weston, which contains
approximately 600 homes. Plaintiff complains that on turnover of the Falls
subdivision, it discovered numerous construction, design and maintenance
defects and deficiencies including, but not limited to, the quality/grade
of the landscaping, landscaping planted too shallow, landscaping planted
too deep, landscaping planted in narrow swale areas, landscaping planted in
shallow soil areas, poor fertility of road rock under locations where
landscaping is planted and poor maintenance. Plaintiff has filed a six
count complaint with five counts against the Partnership for breach of
implied warranty of merchantability, breach of implied warranty of fitness,
breach of express warranty, fraudulent misrepresentation/concealment, and
negligent design, construction and/or maintenance. Plaintiff seeks an
unspecified amount of compensatory damages, interest, costs, and such other
and further relief as is just and equitable. The Partnership has filed an
answer to the complaint denying substantive liability and raising various
defenses. The Arvida defendants believe that they have meritorious
defenses and intend to vigorously defend themselves.
On October 22, 2003, a case entitled Weston Lakes Maintenance
Association v. Arvida/JMB Partners and Arvida/JMB Managers, Inc., Case No.
0318490, was filed in the Circuit Court of the Seventeenth Judicial Circuit
in and for Broward County, Florida Civil Division. In the four-count
complaint, which was served on the Partnership in February 2004, plaintiff,
Weston Lakes Maintenance Association, alleges that defendants negligently
selected and installed inferior landscaping materials in the common areas
and elements of the Weston Lakes subdivision, which contains approximately
570 homes. Plaintiff alleges that defendants' actions have caused higher
than expected maintenance fees and that the landscaping is causing injury
and damage to sidewalks and roadways that must be repaired or replaced.
Plaintiff alleges that an unspecified large sum of money will be required
to replace the alleged substandard landscaping and that significant expense
for remedial maintenance, repair and replacement of elements throughout the
community will be incurred. The four-count complaint is for negligent
construction and design of landscaping allegedly based on a violation of a
Broward County ordinance regarding plant materials, common law negligence,
breach of implied warranty of fitness, and breach of implied warranty of
merchantability. Plaintiff seeks a judgment in an unspecified amount and
type of damages, attorney's fees and such other relief as the court may
deem proper. Defendants believe they have meritorious defenses and intend
to vigorously defend themselves. The case is in its preliminary stages.
Due to, among other things, the early stages of litigation, the
Partnership has not determined what, if any, loss exposure that it may have
for the landscape cases, and the accompanying consolidated financial
statements do not reflect any accruals related to the landscape cases.
Each of the landscape cases has been tendered to Zurich for defense and
indemnity. Zurich is providing a defense of each of the landscape cases.
The Partnership has also engaged other counsel in connection with the
landscape cases. Zurich has issued letters purporting to reserve its
rights in the Ridges and Falls Maintenance Cases. The Partnership is
unable to determine the ultimate portion of the expenses, fees and damages
allegedly relating to the landscape cases, if any, which will be covered by
its insurance.
The Partnership is also a defendant in several other 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.
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
and, if applicable, a Liquidating Trust 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 the
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, the accuracy of
statements concerning possible future distributions to the Holders of
Interests or the timing or costs associated with completion of a
liquidation, winding up and termination may be adversely affected by, among
other things, various factors discussed below.
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 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. However, the
Partnership intends to take a cautious approach in determining the amount
of funds to be retained in reserve since it is not possible to estimate
with preciseness the amount of time or money that it will take to effect
the Partnership's (and, if applicable, the Liquidating Trust's)
liquidation, winding up and termination. The Partnership currently expects
that those available funds in excess of the amount determined to be held in
reserve would be distributed during 2004 and 2005 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.
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
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. Among other things, additional or unanticipated
remedial construction or development costs, contingencies (including,
without limitation, contingencies relating to potential homeowner warranty
or other homeowner or homeowners' association claims), delays in resolving
pending or threatened litigation or other asserted claims, delays in
satisfying conditions or obligations under permits obtained by the
Partnership, including those for mitigation for the Weston Increment III
area, a delay in obtaining an acknowledgement from the City of Weston of
its responsibility for maintenance of the Weston Increment III mitigation
area, currently unasserted claims that arise in the future and other
factors could require increases in reserves and a reduction in future
distributions to Holders of Interests and could extend the time, and
significantly increase the cost, to complete the liquidation, winding up
and termination.
At December 31, 2003, the Partnership recorded an asset impairment of
$523,721 to the carrying value of the furniture and equipment remaining at
its corporate office in Boca Raton, Florida. This loss was determined
based upon an analysis by an unaffiliated appraiser and recorded based upon
the difference between the carrying value of the assets as compared to
their appraised fair value.
On February 7, 2003, the Partnership through certain consolidated
entities, closed on the sale of The Shoppes of Town Center (the "Shoppes").
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 outstanding loan balance totaled
approximately $18,198,000. The outstanding principal and interest on the
mortgage loan secured by the property was approximately $13,848,000.
Proceeds of the mortgage loan had been used to pay construction and
development costs for the Shoppes. 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 $1,990,000 for financial reporting purposes and a gain of
approximately $2,460,000 for Federal income tax purposes.
During February 2003, the Partnership made a distribution 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.
At March 31, 2004 and December 31, 2003, the Partnership had
unrestricted Cash and cash equivalents of approximately $62,900,000 and
$65,450,000, respectively. At April 30, 2004, the Partnership had
unrestricted Cash and cash equivalents of approximately $62,400,000. Cash
and cash equivalents are available for remaining operations (including
warranty work), payments of amounts due under agreements for the settlement
of certain litigation relating to the Lakes of the Meadow Village Homes
condominiums, costs of winding up, reserves and distributions to partners
and Holders of Interests. The source of both short-term and long-term
future liquidity generally is expected to be derived from cash on hand
since the Partnership has no continuing business operations. In addition,
the Partnership believes that it has certain rights of indemnification or
contribution as well as insurance coverage for certain claims that are or
have been the subject of litigation, including rights of indemnification or
contribution and insurance coverage for claims made in the Lakes of the
Meadow litigation discussed below. These rights of indemnification or
contribution and insurance coverage may be an additional source of
liquidity.
Included in Accrued expenses and other liabilities on the accompanying
consolidated balance sheets at March 31, 2004 and December 31, 2003, is an
accrual of approximately $7.6 million relating to certain contingent
liabilities for litigation involving the Lakes of the Meadow Village Homes
condominiums. In the first quarter of 2004 the Partnership entered into
two separate agreements to settle the claims of the condominium
associations and their members that are or were the plaintiffs in this
litigation for aggregate payments of approximately $6.9 million. The
Partnership completed one of these settlements in May 2004 for a payment of
$1,385,000. Completion of the other settlement for a payment of $5.5
million is expected to occur in June 2004. However, the second settlement
is subject to the satisfaction or waiver of certain conditions, and there
is no assurance that it will be completed. The Partnership is seeking in
the litigation to recover from The Walt Disney Company or its affiliates at
least a portion of the amounts it pays for these settlements. The
Partnership is also seeking to recover from its insurance carriers the
amounts the Partnership pays for the settlements and has initiated a
lawsuit against them for this purpose. Reference is made to Item 1., Legal
Proceedings, in Part II -- Other Information elsewhere in this report for
further information concerning the Lakes of the Meadow litigation, the
settlements and the Partnership's insurance coverage. There is no
assurance regarding what amounts, if any, will be recovered by the
Partnership from The Walt Disney Company or its affiliates or under the
Partnership's policies of insurance.
At December 31, 2003, the Partnership's largest remaining operating
lease was its lease of office space in Boca Raton, Florida. Effective
January 1, 2004, the Partnership assigned its rights and obligations in the
office lease to St. Joe/Arvida. The assignment reduced the Partnership's
contractual obligations by $335,700, (out of a total of $426,900) $707,000,
(out of a total of $724,800) and $403,300, (out of a total of $403,300)
during the periods of less than one year, one to three years and three to
five years, respectively.
RESULTS OF OPERATIONS
The decrease in balance sheets components such as trade and other
receivables and prepaid expenses and other assets at March 31, 2004 as
compared to December 31, 2003 is attributable to the ongoing orderly
liquidation of the Partnership's assets as previously discussed.
Approximately $1,860,000 of the decrease in Accrued expenses and other
liabilities is due to the payment of accrued bonus and incentive
compensation during the period ended March 31, 2004.
For the three months ended March 31, 2004, the Partnership (including
its consolidated and unconsolidated ventures) had no closings as all
housing units were closed as of June 30, 2003. This compares to closings
in the first quarter of 2003 of 64 housing units in addition to the sale of
the Shoppes. As of March 31, 2004, there were no outstanding contracts
("backlog"). As of March 31, 2003, the backlog was for 64 housing units.
The Partnership's remaining assets include, in addition to its cash and
cash equivalents, tangible personal property including vehicles and
furniture, fixtures and equipment used in the Partnership's operations, and
certain contract rights, including an interest in a joint venture that owns
a 2.5 acre parcel in Ocala, Florida. The Partnership expects to sell all
of its remaining tangible saleable assets in 2004, although there is no
assurance that this will occur.
There were no housing revenues for the three months ended March 31,
2004 as compared with $11,680,355 for the same period in 2003. Revenues
generated from the closing of 64 townhomes in the Partnership's Weston
Community account for all of the housing revenues recognized for the three
month period ended March 31, 2003. The gross operating profit margin for
the three months ended March 31, 2003 was $1,009,136. A change in the mix
of product sold and a change in an estimate resulting in an increase of
$650,000 in the warranty reserve affected the gross operating profit margin
during 2003.
The decrease in revenues from Brokerage and other operations for the
three months ended March 31, 2004 as compared to the same period in 2003 is
due to no brokerage commissions being earned from the Partnership's
mortgage brokerage operations in 2004. The brokerage and other operations
revenue for the three months ended March 31, 2004 is due primarily to the
receipt of a payment for the release of a deed restriction.
Selling, general and administrative expenses decreased for the three
months ended March 31, 2004 as compared to the same period in 2003 due
primarily to decreased support service costs and project administrative
costs resulting from the end of the Partnership's continuing business
operations.
Interest income decreased during the three months ended March 31, 2004
as compared to the same period in 2003 due primarily to a decrease in cash
available for investments and the decline in interest rates on invested
funds.
Net income from assets held for sale for the three months ended
March 31, 2003, was generated by the Shoppes prior to its sale in February
2003, which accounted for the gain on assets held for sale during the first
quarter of 2003.
ITEM 4. CONTROLS AND PROCEDURES
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 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 the end of the
period covered by this report. 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 end of the period covered by this report 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 rules and
form of the Securities and Exchange Commission for this report.
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 Associations,
Inc., v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No.
95-23003-CA-08, filed in the Circuit Court of the Eleventh Judicial Circuit
in and for Miami-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 (n/k/a Disney Enterprises, Inc., "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. The discovery cut-off in this
litigation has expired; however, discovery is ongoing but proceeding to
conclusion. No trial date has been set. This case is subject to pending
settlements discussed below. The Partnership is currently being defended
by counsel paid for by U.S. Fire as well as additional counsel engaged by
the Partnership.
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 on May 29, 2002, 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 with
representatives of Lakes of the Meadow Village Homes Condominium Nos. One
through Seven and Nine Maintenance Associations (collectively, "Association
Nos. 1-7 and 9"). As a result of this and subsequent mediation sessions
and other discussions among the parties, and without admitting any
liability, the Partnership has entered into an agreement with Association
Nos. 1-7 and 9 and their members for a settlement that received preliminary
approval of the Court on February 12, 2004. On April 30, 2004, the Court
gave its final approval of the settlement as fair, reasonable and adequate
and in the best interest of Association Nos. 1-7 and 9 and their members.
The Court's order giving its final approval is subject to the filing of an
appeal during the 30-day period following the entry of the order of
approval. The settlement agreement provides, among other things, for a
release by Association Nos. 1-7 and 9 and their members of all manner of
actions, claims and damages arising out of or relating to the subject
matters of the lawsuit; any order of the Miami-Dade County, Florida Unsafe
Structures Board relating to the units in the condominiums of Association
Nos. 1-7 and 9; any remediation action undertaken in regard to those units;
the failure of any of Association Nos. 1-7 and 9 to undertake appropriate
or timely remediation; or the past, present or future governance of
Association Nos. 1-7 and 9. Under the terms of the settlement agreement,
the claims of Association Nos. 1-7 and 9 and their members would be
dismissed, each side bearing its own fees and costs. The Partnership would
pay $5.5 million to Association Nos. 1-7 and 9 as part of the settlement.
The Partnership would continue to reserve its right to pursue claims for
indemnity or contribution against The Walt Disney Company or its affiliates
in connection with the condominium units that were constructed in whole or
in part prior to September 10, 1987 (the date that the Partnership acquired
the assets of Arvida Corporation from The Walt Disney Company) but were
sold by the Partnership on or after that date. Completion of the
settlement is subject to the satisfaction or waiver of certain conditions,
including that there be no reversal or material modification of the Court's
final approval order on an appeal, if any, taken from such order. There is
no assurance that all remaining conditions for completion of the settlement
will be satisfied or waived. If the settlement is not completed, the
litigation brought by Association Nos. 1-7 and 9 against the Partnership
may continue. The Partnership's claims for indemnity and contribution have
been severed for separate proceedings and trial from the case in chief in
the Lakes of the Meadow litigation.
During 2001, the Partnership settled the claims brought in the lawsuit
by Lakes of the Meadow Village Homes Condominium No. Eight 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 Association's units. On February 7,
2003, Association No. 8 received permits approving its plans for most of
its condominium units and is in the process of engaging a general
contractor for the work. Association No. 8 asked the Partnership to pay
the cost to remediate the units in its condominium. On March 9, 2004, the
Partnership entered into a separate settlement agreement with Association
No. 8 and its members. This settlement was completed in May 2004 with the
Partnership paying $1,385,000 in exchange for a release of all of the
claims of Association No. 8 and its members. In addition, the Court has
entered an order dismissing the claims of Association No. 8 and its members
in the lawsuit, and the time for appealing that order has expired. The
Partnership intends to pursue claims for indemnity or contribution against
The Walt Disney Company or its affiliates in connection with the units in
the condominium of Association No. 8 that were constructed in whole or in
part prior to September 10, 1987 but were sold by the Partnership on or
after that date.
The Partnership has applied the accounting rules concerning loss
contingencies in regard to the treatment of this matter for financial
reporting purposes.
The Partnership is seeking payment or reimbursement of the foregoing
settlement amounts from U.S. Fire and an excess insurance carrier. 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, among other things, this reservation of rights letter
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.
In a December 20, 2002 letter, the Partnership's excess insurance
carrier, The Home Insurance Company (the "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.
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. Subsequently, the court overseeing the rehabilitation issued an
order to liquidate Home. The order provides, among other things, for the
appointment of a liquidator, the cancellation of all in-force contracts of
insurance, the securing of all of Home's assets, the abatement of all
actions and all proceedings against Home, whether pending in the State of
New Hampshire or elsewhere, and an injunction against the commencement or
continuance of actions against Home. The Partnership is evaluating the
effect, if any, that this order may have on the continued prosecution of
the Illinois action as well as the existence of coverage provided by Home,
generally. Given the pending liquidation, the Partnership believes that it
is doubtful that any substantial recoveries from Home will be obtained.
The Partnership strongly disagrees with the positions taken by U.S.
Fire and Home regarding coverage under the relevant insurance policies and
believes that it is covered under the terms of those policies. However,
for reasons cited above, and others, the Partnership can give no assurances
as to the ultimate portion of the expenses, fees, settlement amounts and/or
damages allegedly relating to the Lakes of the Meadow Matter, if any, which
will be covered by its insurance.
The Partnership, the General Partner and certain related parties as
well as other unrelated parties have been named defendants in an action
entitled Rothal v. Arvida/JMB Partners Ltd. et al, Case No. 03010709, filed
in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida. In this suit that was filed on or about June 20, 2003,
plaintiff purports to bring a class action allegedly arising out of
construction defects occurring during the development of Camellia Island in
Weston, which has approximately 150 homes. Plaintiff has filed a fourteen
count complaint seeking unspecified general damages, special damages,
statutory damages, prejudgment and post-judgment interest, costs,
attorneys' fees, and such other relief as the court may deem just and
proper. Plaintiff complains, among other things, that the homes were not
built of high quality and adequate construction, that the homes were not
built in conformity with the South Florida Building Code and plans on file
with Broward County, Florida, that the roofs were not properly attached or
were inadequate, that the truss systems and installation were improper, and
that the homes suffer from improper shutter storm protection systems. The
Partnership filed a motion to dismiss, which was denied. The Partnership
intends to file its answer to the complaint shortly. The Arvida defendants
believe that they have meritorious defenses and intend to vigorously defend
themselves. Due to, among other things, the early stage of the litigation,
the Partnership has not determined what, if any, loss exposure that it may
have for this matter, and the accompanying consolidated financial
statements do not reflect any accruals related to this matter. This case
has been tendered to one of the Partnership's insurance carriers, Zurich
American Insurance Company (together with its affiliates collectively,
"Zurich"), for defense and indemnity. Zurich is providing a defense of
this matter under a reservation of rights. The Partnership has also
engaged other counsel in connection with this lawsuit. The Partnership is
unable to determine the ultimate portion of the expenses, fees and damages,
if any, which will be covered by its insurance.
The following three lawsuits in large part allegedly arise out of
landscaping issues at certain subdivisions in the Weston Community. These
lawsuits are collectively referred to as the "landscape cases."
The Partnership has been named a defendant in a lawsuit entitled, The
Ridges Maintenance Association, Inc. v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida Management Limited Partnership, and CCL Consultants,
Inc., Case No. 0310189 (the "Ridges Case"), filed on or about June 6, 2003
in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida. Plaintiff is alleged to be a homeowners' association
representing the owners of approximately 1,500 homes and extensive common
areas in the Ridges subdivision in Weston. In this six count complaint for
breach of implied warranty of merchantability, breach of implied warranty
of fitness, breach of express warranty, fraudulent misrepresentation and
concealment, negligent design, construction and/or maintenance and breach
of fiduciary duty, plaintiff seeks an unspecified dollar amount of
compensatory damages, interest, court costs and such other relief as the
court may deem just and proper. Plaintiff alleges that it evaluated the
condition of the common areas after the turnover of the community in
January 2000 and discovered numerous construction, design and maintenance
defects and deficiencies including, but not limited to, improper planting
of inferior quality/grade of landscaping contrary to prevailing government
codes, shallow planting of landscaping, landscape planting in inappropriate
areas, and the planting of landscaping that would uproot sidewalks.
Plaintiff also alleges that prior to the turnover of the community, the
Arvida defendants engaged in a series of actions that amounted to a breach
of their fiduciary duties to plaintiff by, among other things, improperly
failing to pay for all of the common expenses actually incurred prior to
turnover in excess of the assessment for common expenses and any other
funds including working capital, executing pre-turnover amendments to the
declarations of the association for the Arvida defendants' sole benefit and
to the financial detriment of the plaintiff, engaging in acts which
constituted a conflict of interest, and allegedly improperly transferring
funds by and between plaintiff and a non-party, The Town Foundation, Inc.,
which was also allegedly under the control of one or more of the Arvida
defendants, all in breach of defendants' alleged fiduciary duties. The
Arvida defendants believe that they have meritorious defenses and intend to
vigorously defend themselves.
The Partnership has been named a defendant in a case entitled The
Falls Maintenance Association, Inc. v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., CCL Consultants, Inc. and Stiles Corporation f/k/a Stiles
Landscape Service Co., Case No. 0302577 (the "Falls Maintenance Case"),
filed on or about February 10, 2003, in the 17th Judicial Circuit in and
for Broward County, Florida. Plaintiff is alleged to be the homeowners'
association responsible for the maintenance, repair, and replacement of the
common areas within the Falls subdivision in Weston, which contains
approximately 600 homes. Plaintiff complains that on turnover of the Falls
subdivision, it discovered numerous construction, design and maintenance
defects and deficiencies including, but not limited to, the quality/grade
of the landscaping, landscaping planted too shallow, landscaping planted
too deep, landscaping planted in narrow swale areas, landscaping planted in
shallow soil areas, poor fertility of road rock under locations where
landscaping is planted and poor maintenance. Plaintiff has filed a six
count complaint with five counts against the Partnership for breach of
implied warranty of merchantability, breach of implied warranty of fitness,
breach of express warranty, fraudulent misrepresentation/concealment, and
negligent design, construction and/or maintenance. Plaintiff seeks an
unspecified amount of compensatory damages, interest, costs, and such other
and further relief as is just and equitable. The Partnership has filed an
answer to the complaint denying substantive liability and raising various
defenses. The Arvida defendants believe that they have meritorious
defenses and intend to vigorously defend themselves.
On October 22, 2003, a case entitled Weston Lakes Maintenance
Association v. Arvida/JMB Partners and Arvida/JMB Managers, Inc., Case No.
0318490, was filed in the Circuit Court of the Seventeenth Judicial Circuit
in and for Broward County, Florida Civil Division. In the four-count
complaint, which was served on the Partnership in February 2004, plaintiff,
Weston Lakes Maintenance Association, alleges that defendants negligently
selected and installed inferior landscaping materials in the common areas
and elements of the Weston Lakes subdivision, which contains approximately
570 homes. Plaintiff alleges that defendants' actions have caused higher
than expected maintenance fees and that the landscaping is causing injury
and damage to sidewalks and roadways that must be repaired or replaced.
Plaintiff alleges that an unspecified large sum of money will be required
to replace the alleged substandard landscaping and that significant expense
for remedial maintenance, repair and replacement of elements throughout the
community will be incurred. The four-count complaint is for negligent
construction and design of landscaping allegedly based on a violation of a
Broward County ordinance regarding plant materials, common law negligence,
breach of implied warranty of fitness, and breach of implied warranty of
merchantability. Plaintiff seeks a judgment in an unspecified amount and
type of damages, attorney's fees and such other relief as the court may
deem proper. Defendants believe they have meritorious defenses and intend
to vigorously defend themselves. The case is in its preliminary stages.
Due to, among other things, the early stages of litigation, the
Partnership has not determined what, if any, loss exposure that it may have
for the landscape cases, and the accompanying consolidated financial
statements do not reflect any accruals related to the landscape cases.
Each of the landscape cases has been tendered to Zurich for defense and
indemnity. Zurich is providing a defense of each of the landscape cases.
The Partnership has also engaged other counsel in connection with the
landscape cases. Zurich has issued letters purporting to reserve its
rights in the Ridges and Falls Maintenance Cases. The Partnership is
unable to determine the ultimate portion of the expenses, fees and damages
allegedly relating to the landscape cases, if any, which will be covered by
its insurance.
Other than as described above, the Partnership is not subject to any
material 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. Settlement Agreement by and among Arvida/JMB Partners, L.P.
and Lakes of the Meadow Village Homes Condominium Nos. One,
Two, Three, Four, Five, Six, Seven and Nine Maintenance
Associations, Inc., on behalf of themselves and their members,
dated as of February 3, 2004, is filed herewith.
10.2. Settlement Agreement by and among Arvida/JMB Partners, L.P.
and Lakes of the Meadow Village Homes Condominium No. Eight
Maintenance Association, Inc., on behalf of itself and its
members, dated as of March 9, 2004, is filed herewith.
31.1. Certification of the Principal Executive Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as amended, is filed herewith.
31.2. Certification of the Principal Financial Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as amended, is filed herewith.
32. Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are
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) No reports on Form 8-K have been filed during the
quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Partnership 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 17, 2004
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 17, 2004