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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended MARCH 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ___________ to _____________
Commission File No. 0-21435
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FLORIDA PANTHERS HOLDINGS, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0676005
- ------------------------------- -------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
100 NORTHEAST THIRD AVENUE, SECOND FLOOR
FORT LAUDERDALE, FLORIDA 33301
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (954) 768-1900
--------------
NOT APPLICABLE
--------------------------------------------------
Former Name, Former Address and Former Fiscal Year
if Changed Since Last Year
Indicate by check whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
---- ----
As of June 5, 1997, 23,393,444 shares of the Registrant's Class A
Common Stock were issued and outstanding.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
This Amendment to Quarterly Report on Form 10-Q for the period ended March 31,
1997 is being filed to correct the misclassification between contributed
capital and accumulated deficit.
FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
March 31, June 30,
1997 1996
--------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents ............................................... $ 75,129 $ 465
Accounts receivable ................................................ 10,445 3,119
Prepaid expenses and other ......................................... 1,831 172
--------- ---------
Total current assets ........................................ 87,405 3,756
Property and equipment, net ............................................... 129,152 972
Franchise cost, net of accumulated amortization of $2,279 and
$1,823 at March 31, 1997 and June 30, 1996, respectively ........... 22,033 22,489
Player contract acquisition costs, net of accumulated amortization
of $21,250 and $19,180 at March 31, 1997 and June 30,
1996 respectively .................................................. 4,438 6,507
Other intangible assets, net of accumulated amortization of $25
at March 31, 1997 .................................................. 6,118 --
Other assets .............................................................. 12,925 14,036
--------- ---------
Total assets ....................................................... $ 262,071 $ 47,760
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Deferred revenue ................................................... $ 6,541 $ 988
Note payable-related party ......................................... -- 40,172
Related party debt ................................................. -- 20,000
Accounts payable and accrued expenses .............................. 9,298 2,313
Current portion of long-term debt .................................. 15,235 --
Other current liabilities .......................................... 3,611 4,313
--------- ---------
Total current liabilities .................................... 34,685 67,786
Long-term debt ............................................................ 25,951 25,000
Other non-current liabilities ............................................. 1,560 3,277
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 23,393,444 shares issued and outstanding ........ 234 9
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding .......... 3 --
Contributed capital ................................................ 200,124 (48,312)
Accumulated deficit ................................................ (486) --
--------- ---------
Total shareholders' equity .................................. 199,875 (48,303)
--------- ---------
Total liabilities and shareholders' equity ......................... $ 262,071 $ 47,760
========= =========
</TABLE>
The accompanying notes to unaudited condensed consolidated
financial statements are an integral part of these balance sheets.
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FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31, Nine Months Ended March 31,
---------------------------- -----------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue ............................................... $ 21,754 $ 10,912 $ 37,137 $ 24,024
-------- -------- -------- --------
Operating expenses:
Cost of services ................................... 16,035 13,072 31,986 28,372
Selling, general and administrative ................ 3,146 1,669 7,243 5,055
Amortization and depreciation ...................... 1,791 2,681 3,586 5,411
-------- -------- -------- --------
Total operating expenses ............. 20,972 17,422 42,815 38,838
-------- -------- -------- --------
Net operating income (loss) ...................... 782 (6,510) (5,678) (14,814)
Interest and other income ............................. 863 37 1,014 85
Interest and other expense ............................ (368) (1,342) (2,858) (3,623)
======== ======== ======== ========
Net income (loss) ................................ $ 1,277 ($ 7,815) ($ 7,522) ($18,352)
======== ======== ======== ========
<CAPTION>
Three Months Ended March 31, Nine Months Ended March 31,
--------------------------- ------------------------------
1997 1996 1997 1996
-------- -------- -------- --------
(PRO-FORMA) (PRO-FORMA)
Per share data:
Primary and fully diluted earnings (loss) per common and
common equivalent share ............................ $ 0.07 $ (1.48) $ (0.72) $ (3.48)
======== ======== ======== ========
Weighted average shares outstanding .................. 17,510 5,276 10,498 5,276
======== ======== ======== ========
</TABLE>
The accompanying notes to unaudited condensed consolidated
financial statements are an integral part of these statements.
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FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended March 31,
---------------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss .................................................... $ (7,522) $(18,352)
Adjustments to reconcile net loss to net cash
used for operating activities-
Amortization and depreciation ......................... 3,586 5,411
Deferred compensation ................................. (321) 1,669
Minority interest ..................................... 416 153
Changes in operating assets and liabilities-
Accounts receivable ................................... (3,811) (1,748)
Prepaid expenses and other assets ..................... 112 (4,218)
Accounts payable and accrued expenses ................. 542 676
Deferred revenue and other liabilities ................ 3,013 3,744
--------- --------
Net cash used in operating activities ........... (3,985) (12,665)
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in business acquisitions, net of cash acquired ... (7,286) --
Capital expenditures ....................................... (953) (63)
--------- --------
Net cash used in investing activities ........... (8,239) (63)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock ................ 131,938 --
Payments on related party debt ............................ (20,000) --
Payments on note payable and interest-related party ....... (340) (3,500)
Increase to interest payable-related party ................ 1,131 1,615
Increase to note payable-related party .................... -- 18,265
Payment of long-term debt ................................. (25,130) --
Payment of dividends-Decoma ............................... (140) (643)
Distribution to minority interests-Decoma ................. (571) (283)
--------- --------
Net cash provided by financing activities ....... 86,888 15,454
--------- --------
Net increase in cash and equivalents ............ 74,664 2,726
Cash at beginning of period ................................... 465 1,237
--------- --------
Cash at end of period ......................................... $ 75,129 $ 3,963
========= ========
</TABLE>
NON-CASH TRANSACTIONS:
In conjunction with the public offerings and the reorganization of the Florida
Panthers Holdings, Inc., total note payable - related party of $40,963 was
exchanged for 4,149,710 shares of Class A common stock, par value $.01 per
share, and 255,000 shares of Class B common stock, par value $.01 per share,
of Florida Panthers Holdings, Inc.
The accompanying notes to unaudited condensed consolidated
financial statements are an integral part of these statements.
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FLORIDA PANTHERS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share data)
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
include the accounts of Florida Panthers Holdings, Inc. (the "Company") and its
subsidiaries and have been prepared by the Company without audit pursuant to the
rules and regulations of the Securities and Exchange Commission (the
"Commission"). All significant intercompany accounts and transactions have been
eliminated. Certain information related to the Company's organization,
significant accounting policies and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These unaudited condensed
consolidated financial statements reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and the results of operations for the
periods presented and the disclosures herein are adequate to make the
information presented not misleading. Operating results for the interim periods
presented are not indicative of the results that can be expected for a full
year. These interim financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto.
In order to maintain consistency and comparability between periods
presented, certain amounts have been reclassified from the previously reported
financial statements in order to conform with the financial statement
presentation of the current period.
The accompanying statements of operations cover the three and nine
month periods ended March 31, 1997 and 1996. For financial reporting purposes,
the Company recognizes all hockey related revenues and expenses over the course
of the hockey season on a per game basis. With the National Hockey League
("NHL") regular season beginning in early October, the three and nine month
periods ended March 31, 1997 encompassed 22 and 39 of the 41 Florida Panthers
regular season home games, respectively. Based on the present NHL regular season
schedule, which extends from early October through mid April, most of the
Company's hockey related revenues and expenses are reported during the second
and third quarters. Revenues and expenses relating to the Florida Panthers'
participation in the 1996-97 Stanley Cup Playoffs will be reflected during the
fourth quarter.
Pro forma weighted average shares outstanding for the three and nine
month periods ended March 31, 1996 include the 5,275,678 shares issued in
connection with the Reorganization as if such Reorganization had occurred at the
beginning of the periods presented. Such pro forma weighted average shares
outstanding do not include the 7.3 million shares sold in the Offerings (see
Note 2).
2. STOCK OFFERINGS
THE OFFERINGS
On November 8, 1996, the Company sold a total of 7.3 million shares of
Class A common stock, par value $.01 per share (the "Class A Common Stock"), of
which 2.7 million were sold to the public in an initial public offering ("IPO")
and 4.6 million shares were sold in a concurrent offering directly to certain
investors at a price equal to the IPO price per share less underwriting
discounts and commissions but including the placement agent fee (collectively,
the "Offerings"). The shares of Class A Common Stock began trading on The Nasdaq
National Market on November 13, 1996.
Prior to the completion of the Offerings, and pursuant to an exchange
agreement, the Company acquired all of the partnership interests in Florida
Panthers Hockey Club, Ltd. ("Panthers Ltd.") in exchange for 4,149,710 shares of
its Class A Common Stock and 255,000 shares of its Class B common stock, par
value $.01 per share (the "Class B Common Stock"). Additionally, the Company
acquired all of the outstanding stock of Decoma Investment, Inc. I (formerly BIL
Development, Inc.) and Decoma Investment, Inc. II (formerly Linbeck Miami
Corporation), and, in turn, approximately 78% of the partnership interests in
Decoma Miami Associates Ltd., a Florida limited partnership
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("Decoma"), in exchange for 870,968 shares of its Class A Common Stock.
Collectively, these transactions are referred to as the Reorganization.
Common Stock Outstanding after the Offerings:
---------------------------------------------
Class A Common Stock 12,320,678 shares
Class B Common Stock 255,000 shares
----------
Total 12,575,678 shares
==========
PRIVATE PLACEMENT TRANSACTION
On January 30, 1997, the Company issued and sold 2,460,000 shares of
Class A Common Stock in a private placement transaction (the "Private
Placement") at a price of $27.75 per share. The Private Placement resulted in
net proceeds to the Company of approximately $65.6 million after deducting
placement agency fees.
3. BUSINESS COMBINATIONS
COMPLETED ACQUISITIONS
Businesses acquired through March 31, 1997 and accounted for under the
purchase method of accounting are included in the financial statements from the
date of acquisition.
On January 31, 1997, the Company acquired certain assets relating to
the business of owning and operating a twin-pad ice facility located in Coral
Springs, Florida in exchange for $1.0 million in cash, 212,766 shares of the
Company's Class A Common Stock and the assumption by the Company of a maximum of
approximately $8.1 million in construction-related obligations, of which
approximately $6.7 million was repaid upon consummation of the acquisition. This
acquisition has been accounted for under the purchase method of accounting.
On March 4, 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Hyatt Regency Pier 66 Resort and Marina ("Pier 66") for
4,450,000 shares of Class A Common Stock. This acquisition has been accounted
for under the purchase method of accounting.
On March 4, 1997 the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Radisson Bahia Mar Resort and Yachting Center ("Bahia Mar") in
exchange for 3,950,000 shares of Class A Common Stock. This acquisition has been
accounted for under the purchase method of accounting.
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The Company's consolidated results of operations on an unaudited pro
forma basis assuming that the above acquisitions had occurred at the beginning
of the period presented are as follows:
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
March 31, 1997 March 31, 1996
----------------- -----------------
<S> <C> <C>
Revenue $ 67,582 $ 55,075
Net operating income (loss) $ (1,083) $ (9,106)
Net loss $ (5,230) $(15,531)
Proforma fully diluted earnings per $ (.29) $ (1.14)
common and common equivalent shares
</TABLE>
The following summarizes the preliminary purchase price allocation for
all business combinations accounted for under the purchase method of accounting
consummated during the nine months ended March 31, 1997:
<TABLE>
<S> <C>
Property, plant and equipment $ 127,579
Other intangible assets 6,143
Working capital deficiency, excluding cash (2,181)
Debt assumed (41,316)
Common stock issued (82,939)
---------
Cash used in business acquisitions, net of cash acquired $ 7,286
=========
</TABLE>
PENDING ACQUISITIONS
On March 20, 1997, the Company entered into a contribution and exchange
agreement related to the acquisition of substantially all of the assets of Boca
Raton Hotel and Club Limited Partnership ("Boca") in exchange for certain
consideration, including certain rights and warrants to acquire 5,848,538 shares
of Class A Common Stock, together with the assumption of certain indebtedness of
Boca. Consummation of the transaction, which will be accounted for under the
purchase method of accounting, is subject to customary conditions, including the
receipt of requisite approvals from the shareholders of the Company and the
limited partners of the Boca. The financial statements included herein do not
reflect any aspects of the exchanges.
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4. PROPERTY AND EQUIPMENT
A summary of property and equipment is shown below:
<TABLE>
<CAPTION>
March 31, 1997 June 30, 1996
-------------- -------------
<S> <C> <C>
Land and improvements $ 28,588 $ --
Buildings and improvements 89,106 792
Furniture, fixtures and equipment 12,838 932
--------- -------
$ 130,532 $ 1,724
Less: accumulated depreciation (1,380) (752)
--------- -------
$ 129,152 $ 972
========= =======
</TABLE>
5. USE OF PROCEEDS/REPAYMENT OF OUTSTANDING DEBT
The net proceeds from the sale of stock in the Offerings totaled
approximately $66.3 million. Shortly after the completion of the Offerings,
$45.0 million of the net proceeds of the Offerings was used to repay the
Company's indebtedness outstanding under the two term loans (which were used to
pay the Company's cost of acquiring its NHL franchise). Additionally, in
conjunction with the Reorganization, Mr. Huizenga received 4,149,710 shares of
Class A Common Stock and 255,000 shares of Class B Common Stock in exchange for
a note owed to him by the Company which represented cumulative advances, plus
interest, totaling approximately $41.0 million as of September 30, 1996.
6. LONG- TERM DEBT
In connection with the acquisition of the two resort and marina
properties, the Company assumed certain debt. The Company's outstanding debt at
March 31, 1997 consisted of the following:
<TABLE>
<S> <C>
Mortgage note, collateralized by substantially all Pier 66 property and
equipment, varying interest rate (8.39% at March 31, 1997), balloon
payment on outstanding principal due June 29, 2000 $ 25,951
Note payable to bank, collateralized by substantially all Bahia Mar
property and equipment, varying interest rate (8.69% at March 31,
1997), due June 30, 1997 but may be extended under a one year
extension option 15,235
--------
Total debt outstanding 41,186
Less: current portion (15,235)
--------
Long -term debt at March 31, 1997 $ 25,951
========
</TABLE>
7. STOCK OPTIONS AND WARRANTS
The Company has a stock option plan under which the Company may grant
to key employees and directors of the Company, stock options to purchase shares
of Class A Common Stock. Stock options granted under the plans are non-qualified
and are granted at a price equal to the fair market value of the Class A Common
Stock at the date of grant.
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A summary of stock option transactions for the nine months ended March 31, 1997
is as follows:
<TABLE>
<S> <C>
Options outstanding at July 1, 1996 ............................. --
Options Granted ................................................. 1,033,265
Options Exercised ............................................... --
Options Canceled ................................................ (16,725)
----------
Options outstanding at March 31, 1997 ........................... 1,016,540
==========
Prices of options outstanding at March 31, 1997 ................. $ 10.00 to
$ 23.50
Average price of options outstanding at March 31, 1997 .......... $ 10.20
Vested options at March 31, 1997 ................................ --
Options available for future grants at March 31, 1997 ........... 1,583,460
</TABLE>
8. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Earnings per common and common equivalent share are based on the
combined weighted average number of common shares and common share equivalents
outstanding which include, where appropriate, the assumed exercise or conversion
of options. In computing earnings per common and common equivalent share, the
Company utilizes the modified treasury stock method.
The computation of weighted average common and common equivalent shares
used in the calculation of fully diluted earnings per share for the three months
ended March 31, 1997, which is substantially the same as the computation used to
calculate primary earnings per share, is as follows:
<TABLE>
<S> <C>
Common shares outstanding ............................. 23,648
Common equivalent shares .............................. 1,017
Weighted average treasury shares purchased ............ (382)
Effect of using weighted average common and common
equivalent shares outstanding .................... (6,773)
-------
17,510
=======
</TABLE>
In February 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 128, "Earnings Per Share" ("SFAS No. 128"). SFAS No. 128
supersedes Accounting Principles Board Opinion No. 15, "Earnings Per Share", and
specifies the computation, presentation and disclosure requirements for earnings
or loss per share ("EPS") for entities with publicly held common stock or
potential common stock. SFAS No. 128 replaces presentation of primary EPS with a
presentation of basic EPS and fully diluted EPS with diluted EPS. The provisions
of SFAS No. 128 require dual presentation of basic and diluted EPS on the face
of the statement of operations for all entities with complex capital structures.
Furthermore, the provisions of SFAS No. 128 require basic EPS and diluted EPS
be presented for both
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income (loss) from continuing operations and net income (loss) on the face of
the statement of operations. SFAS No. 128 also requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation.
The provisions of SFAS No. 128 are effective for financial statements
for both interim and annual periods ending after December 15, 1997. After
adoption, all prior period EPS data presented shall be restated to conform with
the provisions of SFAS No. 128.
The Company will adopt the provision of SFAS No. 128, as required. The
Company's management believes such adoption will not have a material impact on
the Company's EPS calculations.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FLORIDA PANTHERS HOLDINGS, INC.
By: /s/ Richard H. Evans
-------------------------------------
Richard H. Evans, President
By: /s/ William M. Pierce
-------------------------------------
William M. Pierce, Senior Vice President
and Chief Financial Officer
