<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
<TABLE>
<S> <S>
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
Commission File Number: 1-13173
------------------------
FLORIDA PANTHERS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
FLORIDA 65-0676005
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
450 EAST LAS OLAS BOULEVARD, 33301
FORT LAUDERDALE, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
(954) 712-1300
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such 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 [ ]
Indicate the number of shares outstanding of each of the issuers' classes
of common stock, as of the latest practicable date.
As of November 7, 1997, there were 34,847,744 shares of Class A Common
Stock and 255,000 shares of Class B Common Stock, $.01 par value per share,
outstanding.
<PAGE> 2
FLORIDA PANTHERS HOLDINGS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
PART I -- FINANCIAL INFORMATION
ITEM 1. -- Consolidated Balance Sheets at September 30, 1997 and June
30, 1997.................................................... 3
Unaudited Consolidated Statements of Operations -- Three
Months Ended September 30, 1997 and 1996.................... 4
Unaudited Consolidated Statements of Cash Flows -- Three
Months Ended September 30, 1997 and 1996.................... 5
Notes to Unaudited Consolidated Financial Statements........ 6
ITEM 2. -- Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
PART II -- OTHER INFORMATION
ITEM 1. -- Legal Proceedings........................................... 14
ITEM 2. -- Changes in Securities....................................... 14
ITEM 3. -- Defaults Upon Senior Securities............................. 14
ITEM 4. -- Submission of Matters to a Vote of Security Holders......... 14
ITEM 5. -- Other Information........................................... 14
ITEM 6. -- Exhibits and Reports on Form 8-K............................ 14
Signatures................................................................ 15
</TABLE>
2
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM 1.
FLORIDA PANTHERS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, JUNE 30,
1997 1997
------------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 28,396 $ 13,709
Restricted cash........................................... 27,673 30,110
Accounts receivable....................................... 14,726 13,087
Inventory................................................. 6,315 5,763
Current portion of Premier Club notes receivable.......... 3,727 3,778
Other current assets...................................... 4,882 4,143
-------- --------
85,719 70,590
Property and equipment...................................... 570,271 475,391
Intangible assets, net...................................... 40,182 40,987
Premier Club notes receivable, net of current portion....... 7,862 8,240
Other assets................................................ 11,917 5,184
-------- --------
Total assets...................................... $715,951 $600,392
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 41,886 $ 34,590
Deferred revenue.......................................... 32,326 10,015
Other current liabilities................................. 4,257 3,631
-------- --------
Total current liabilities......................... 78,469 48,236
Long-term debt.............................................. 151,056 186,056
Premier Club membership fees................................ 65,000 63,499
Other non-current liabilities............................... 2,993 1,448
Commitments and contingencies
Minority interest in consolidated entities.................. 4,046 --
SHAREHOLDERS' EQUITY:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 34,847,744 and 27,929,570 shares
outstanding at September 30 and June 30, 1997,
respectively........................................... 348 279
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
September 30 and June 30, 1997......................... 3 3
Contributed capital....................................... 429,417 304,095
Accumulated deficit....................................... (15,381) (3,224)
-------- --------
Total shareholders' equity........................ 414,387 301,153
-------- --------
Total liabilities and shareholders' equity........ $715,951 $600,392
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
REVENUE:
Leisure and recreation.................................... $ 30,287 $ --
Entertainment and sports.................................. 2,662 1,167
-------- -------
Total revenue..................................... 32,949 1,167
OPERATING EXPENSES:
Cost of leisure and recreation services................... 17,568 --
Cost of entertainment and sports services................. 3,338 2,489
Selling, general and administrative expenses.............. 17,442 1,671
Amortization and depreciation expense..................... 3,847 911
-------- -------
Total operating expenses.......................... 42,195 5,071
Operating loss.............................................. (9,246) (3,904)
Interest income and other income............................ 264 --
Interest expense and minority interest...................... (3,175) (1,370)
-------- -------
Net loss.................................................... $(12,157) $(5,274)
======== =======
Loss per common share....................................... $ (0.38) $ (1.00)
======== =======
Weighted average number of common shares.................... 32,000 5,276
======== =======
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss.................................................. $(12,157) $(5,274)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Amortization and depreciation.......................... 3,847 911
Deferred compensation.................................. -- (163)
Minority interest...................................... 88 (34)
Change in operating assets and liabilities (excluding the
effects of business acquisitions):
Accounts receivable.................................... (35) 1,762
Other current assets................................... 2,730 (2,731)
Accounts payable and accrued expenses.................. (3,001) 1,195
Deferred revenue and other liabilities................. 24,061 14,827
-------- -------
Net cash provided by operating activities......... 15,533 10,493
INVESTING ACTIVITIES
Cash acquired in business acquisitions.................... 12,476 --
Cash used in business acquisitions........................ (75,508) --
Capital expenditures...................................... (11,418) (494)
-------- -------
Net cash used in investing activities............. (74,450) (494)
FINANCING ACTIVITIES
Net proceeds from issuance of common stock................ 108,763 --
Proceeds from borrowings under note payable to related
party.................................................. -- 791
Payments on revolving credit line......................... (35,000) --
Payment of dividends to minority interests................ -- (73)
Distribution to minority interests........................ (159) (56)
-------- -------
Net cash provided by financing activities......... 73,604 662
-------- -------
Increase in cash and cash equivalents............. 14,687 10,661
Cash and cash equivalents, at beginning of period........... 13,709 465
-------- -------
Cash and cash equivalents, at end of period................. $ 28,396 $11,126
======== =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
FLORIDA PANTHERS HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited Consolidated Financial Statements of Florida
Panthers Holdings, Inc. and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
statements and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.
The financial information furnished herein reflects all adjustments
consisting of normal recurring accruals that, in the opinion of management, are
necessary for a fair presentation of the results for the interim period. The
results of operations for the three-month period ended September 30, 1997 are
not necessarily indicative of the results to be expected for the entire year
primarily due to seasonal variations. All significant intercompany accounts have
been eliminated.
2. ORGANIZATION
The Company is a holding company with subsidiaries currently operating in
two business segments: (i) leisure and recreation (the "Leisure and Recreation
Business") and (ii) entertainment and sports (the "Entertainment and Sports
Business").
The Leisure and Recreation Business presently consists of the Company's
ownership of the Boca Raton Resort and Club ("Boca Resort"), the Hyatt Regency
Pier 66 Hotel and Marina ("Pier 66") and the Radisson Bahia Mar Beach Resort and
Yachting Center ("Bahia Mar"), and its majority ownership interest in the
Registry Hotel at Pelican Bay ("Registry Resort") (Boca Resort, Pier 66, Bahia
Mar and Registry Resort are collectively referred to as the "Resort
Facilities").
The Entertainment and Sports Business consists of the Florida Panthers
hockey club (the "Panthers"), the operation of two ice skating rinks, the arena
operating and development companies associated with the new Broward County Arena
and an interest in the Miami Arena.
3. SALE OF COMMON STOCK
On August 11, 1997, the Company received $108.8 million in net proceeds
from the underwritten public offering of 6,000,000 shares of Class A Common
Stock. A portion of the proceeds was used to acquire Registry Resort.
4. BUSINESS COMBINATIONS
On August 13, 1997, the Company acquired 68% of the ownership interests
(325 of the 474 units) in Registry Resort for 918,174 shares of Class A Common
Stock, warrants to purchase 325,000 shares of Class A Common Stock and $75.5
million in cash. In September 1997, the Company made offers to acquire the
remaining units of Registry Resort. To date, the Company has closed on 45
additional units, increasing its ownership interest to approximately 78%. See
"Management's Discussion and Analysis of Financial Condition -- Cash Used in
Investing Activities".
6
<PAGE> 7
FLORIDA PANTHERS HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The acquisition of Registry Resort has been accounted for under the
purchase method of accounting. The preliminary purchase price allocation in
thousands is set forth below.
<TABLE>
<S> <C>
Cash acquired in connection with business acquisition....... $ 12,476
Other current assets........................................ 7,347
Property and equipment...................................... 86,499
Other non-current assets.................................... 2,319
Current liabilities including accrued transaction related
costs..................................................... (12,300)
Minority interest........................................... (4,046)
Class A Common Stock issued or reserved for issuance........ (16,787)
--------
Cash used in business acquisition........................... $ 75,508
========
</TABLE>
The Company's consolidated results of operations on an unaudited pro forma
basis, assuming that the Registry Resort acquisition and sale of 6,000,000
shares of Class A Common Stock occurred at the beginning of the periods
presented, are set forth below in thousands. See also Note 3.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30,
-------------------
1997 1996
-------- --------
<S> <C> <C>
Revenue..................................................... $ 36,084 $ 3,988
Net operating loss.......................................... (9,477) (4,112)
Net loss.................................................... (11,885) (5,029)
Pro forma primary and fully diluted loss per common share... (0.34) (0.41)
Weighted average number of shares outstanding............... 35,103 12,194
</TABLE>
5. RECENT DEVELOPMENTS
On September 8, 1997, the Company entered into a definitive agreement to
acquire the Rolling Hills Golf Course in Davie, Florida for $8.0 million in
cash. The consummation of the transaction is subject to customary conditions and
will be accounted for under the purchase method of accounting.
7
<PAGE> 8
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Consolidated Financial Statements and related Notes thereto included in the
Company's Annual Report on Form 10-K.
RESULTS OF OPERATIONS
The Company currently operates through two business segments (i) the
Leisure and Recreation Business and (ii) the Entertainment and Sports Business.
The Leisure and Recreation Business presently consists of the Company's
ownership of Boca Resort, Pier 66 and Bahia Mar and a majority ownership
interest in Registry Resort. The Entertainment and Sports Business consists of
the Panthers and the Company's ice skating rink operations and arena development
and management activities.
The Company has historically experienced, and expects to continue to
experience, seasonal fluctuations in its gross revenue and net earnings. Peak
season at the Resort Facilities extends from January through April, while
regular season for the Panthers commences in October and ends in April.
Accordingly, the operating results for the three months ended September 30, 1997
are not necessarily indicative of the results to be expected for the entire
year.
The following table sets forth business segment operating data along with
costs and expenses as a percent of the related business segment revenue (in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------------
1997 % 1996 %
------- --- ------- ---
<S> <C> <C> <C> <C>
REVENUE:
Leisure and recreation............................. $30,287 92% $ -- --
Entertainment and sports........................... 2,662 8% 1,167 100%
------- -------
Total revenue............................ 32,949 100% 1,167 100%
OPERATING EXPENSES:
Cost of Services
Leisure and recreation........................... 17,568 58% -- --
Entertainment and sports......................... 3,338 125% 2,489 213%
Selling, General and Administrative Expenses
Leisure and recreation........................... 13,732 45% -- --
Entertainment and sports......................... 2,093 79% 1,671 143%
Corporate........................................ 1,617 -- -- --
Amortization and Depreciation
Leisure and recreation........................... 2,867 10% -- --
Entertainment and sports......................... 980 37% 911 78%
------- -------
Total operating expenses................. 42,195 128% 5,071 434%
------- -------
Operating loss -- leisure and recreation........... (3,880) --
======= =======
Operating loss -- entertainment and sports......... (3,749) (3,904)
======= =======
Operating loss -- corporate........................ (1,617) --
======= =======
Total operating loss..................... $(9,246) $(3,904)
======= =======
</TABLE>
8
<PAGE> 9
Consolidated Results of Operations
The Company's net operating loss for the three months ended September 30,
1997 and 1996 amounted to $9.2 million and $3.9 million, respectively. The
increase in losses was substantially due to the Resort Facilities, which
historically experience the lowest occupancy and average daily room rate during
the three-month period ended September 30. Additional information relating to
the operating results for each business segment is set forth below.
LEISURE AND RECREATION
Since each of the Resort Facilities was acquired subsequent to the three
months ended September 30, 1996 and was accounted for under the purchase method
of accounting, a discussion of comparative operating results for the Leisure and
Recreation Business would not be meaningful and therefore has been excluded.
Revenue
Leisure and Recreation Business revenue totaled $30.3 million for the three
months ended September 30, 1997, of which 67% was derived from non-room sources
such as food and beverage sales, yachting and marina revenue, retail and other
resort amenities. Management expects leisure and recreation revenue for the
ensuing three month periods ended December 31, 1997, March 31, 1998 and June 30,
1998 to be higher than the recently concluded period as the Resort Facilities
move into their peak season.
Operating Expenses
Cost of leisure and recreation services totaled $17.6 million for the three
months ended September 30, 1997 and consisted primarily of direct costs incurred
in connection with servicing the Resort Facilities' rooms, marinas, food and
beverage operations, retail establishments and other facility amenities.
Selling, general and administrative expenses ("SG&A") for the Leisure and
Recreation Business totaled $13.7 million for the three months ended September
30, 1997 and consisted primarily of various fixed, indirect costs, including
utility and property costs, real estate taxes, insurance, management and
franchise agreement fees and administrative salaries.
Amortization and depreciation expense associated with the Resort Facilities
totaled $2.9 million for the three months ended September 30, 1997 and related
to the property and equipment acquired in connection with business combinations
during the seven months preceding September 30, 1997.
ENTERTAINMENT AND SPORTS
Revenue
Entertainment and Sports Business revenue amounted to $2.7 million and $1.2
million for the three months ended September 30, 1997 and 1996, respectively.
The primary component of the Entertainment and Sports Business is the Panthers.
Revenue and direct expenses associated with the team are recorded over the
regular hockey season. Therefore, the majority of revenue is reported during the
three-month periods ended December 31 and March 31. Should the Panthers
participate in the playoffs, additional revenue and expenses will be recorded
during the three-month period ended June 30. The increase in revenue during the
three months ended September 30, 1997 was primarily the result of proceeds from
the Company's ice rink operations. The corresponding three-month period of the
prior year did not reflect these operations since they were acquired subsequent
to September 30, 1996.
Operating Expenses
The Company's total entertainment and sports operating expenses increased
$1.3 million, primarily as a result of the acquisition of ice skating
operations. Cost of entertainment and sports services totaled $3.3 million and
$2.5 million for the three months ended September 30, 1997 and 1996,
respectively, while SG&A expenses amounted to $2.1 million and $1.7 million for
the same periods. Amortization and depreciation
9
<PAGE> 10
expense for the Entertainment and Sports Business totaled $980,000 and $911,000
for the three months ended September 30, 1997 and 1996, respectively. These
expenses primarily represent amortization of Panthers' player's salaries and a
National Hockey League franchise fee that was paid in 1993 when the expansion
franchise was granted.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES
Corporate general and administrative expenses totaled $1.6 million for the
three months ended September 30, 1997, primarily as a result of additional
legal, accounting and other corporate general and administrative expenses. These
expenses are associated with the Company's (i) increase in total revenue and
assets, (ii) diversification into the resort hospitality business and (iii)
compliance with reporting and other requirements of being publicly held. As the
Company consisted solely of the Panthers hockey club during the 1996 quarter, no
such corporate general and administrative expenses were incurred.
Interest And Other Income
Interest and other income primarily include interest earned on the
Company's cash and cash equivalents. The Company's average cash balance during
the three months ended September 30, 1997 was nearly $20 million higher than the
corresponding period of the prior year, primarily as a result of the Company's
acquisition of the Resort Facilities.
Interest Expense And Minority Interest
Interest expense totaled $3.1 million and $1.3 million for the three months
ended September 30, 1997 and 1996, respectively. The increase in interest
expense during the three months ended September 30, 1997 was attributable to
additional debt assumed in connection with the acquisitions of the Company's
Resort Facilities. In the comparable period of the prior year, the outstanding
indebtedness related to the purchase of the Panthers, along with borrowing
needed to fund hockey operations. Such indebtedness was repaid with a portion of
the proceeds from the Company's initial public offering in November 1996. The
increase in the average indebtedness during the three months ended September 30,
1997 was partially offset by a lower effective interest rate.
Minority interest associated with Registry Resort (applicable for the 1997
period only) and the Miami Arena totaled $88,000 and $34,000 during the three
months ended September 30, 1997 and 1996, respectively.
EBITDA
Earnings before interest expense, income taxes, depreciation and
amortization ("EBITDA") is a widely accepted financial indicator used by certain
investors and analysts to compare companies on the basis of operating
performance. EBITDA totaled $(5.4) million and $(3.0) million for the three
months ended September 30, 1997 and 1996, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased $14.7 million, from $13.7 million at
June 30, 1997 to $28.4 million at September 30, 1997. The major components of
the change are discussed below.
Cash Provided By Operating Activities
Cash provided by operating activities totaled $15.5 million and $10.5
million for the three months ended September 30, 1997 and 1996, respectively.
The increase for the recently concluded three-month period was the result of
receiving $28.0 million in resort operating revenue along with nearly $9.0
million in club membership annual dues at Boca Resort. The $9.0 million will be
recognized as revenue ratably over the membership year commencing on October 1.
Each of the Resort Facilities was acquired subsequent to September 30, 1996, and
accordingly, the related cash flows are not included in the Company's prior year
financial statements. Because of a higher season ticket base, ticket collections
associated with the current
10
<PAGE> 11
NHL season provided $2.7 million more in cash during the three months ended
September 30, 1997 than during the comparable period for 1996. These added
sources of capital amounting to $39.7 million were partially offset by operating
costs associated with the Resort Facilities.
Cash Used In Investing Activities
Cash used in investing activities amounted to $74.4 million and $494,000
for the three months ended September 30, 1997 and 1996, respectively. During the
three months ended September 30, 1997, the Company acquired 68% of the ownership
interests in Registry Resort for $75.5 million in cash and the issuance of
918,174 shares of Class A Common Stock and warrants to purchase 325,000 shares
of Class A Common Stock. See Note 4 to the Consolidated Financial Statements.
Furthermore, the Company recently made offers to acquire the remaining units of
Registry Resort. To date, the Company has closed on 45 units of the remaining
149 units at a cost of $9.3 million and has received notice that another 27
unit-holders have agreed to the Company's terms of purchase. Upon closing these
27 units, the Company will expend an estimated $5.4 million and its ownership
interest will increase to 84%.
In addition to the acquisition of Registry Resort, capital expenditures
increased by $10.9 million during the recently concluded quarter, primarily
associated with the Boca Resort expansion program. The expansion includes a
recently completed 18 court tennis club (which adds to the existing 12 courts
located in a separate complex), a new Bates designed championship golf course
expected to be completed by the end of 1997 and a new 140,000 square foot
conference center expected to be completed in early 1998.
Under covenants to a senior note payable secured by Boca Resort, the
Company is required to deposit excess operating cash into reserve accounts which
are accumulated and restricted to support future debt service, facility
expansion, furniture, fixture and equipment replacement and real estate tax
payments. Additionally, the Company's loan and management agreements for Bahia
Mar and Pier 66 also require the maintenance of customary capital expenditure
reserve funds for the replacement of assets; each such resort having completed a
renovation program within the last four years. These reserve funds are
classified as restricted cash on the Consolidated Balance Sheets.
Cash Provided By Financing Activities
Cash provided by financing activities amounted to $73.6 million and
$662,000 for the three months ended September 30, 1997 and 1996, respectively.
The increase was the result of receiving $108.8 million of net proceeds from the
sale of shares of Class A Common Stock, partially offset by the repayment of
$35.0 million of indebtedness under the Company's revolving credit facility.
Capital Resources
The Company believes that it has, or can obtain, sufficient financial
resources to support ongoing operations, finance the growth of its businesses
and take advantage of acquisition opportunities.
The Company's capital resources are provided from both internal and
external sources. The primary capital resources from internal operations include
revenue from (i) room rentals, food and beverage sales and other recreational
amenity use at the Resort Facilities, (ii) club memberships at Boca Resort and
(iii) ticket, broadcasting, sponsorship and other revenue derived from ownership
of the Panthers.
The primary external source of liquidity has been the issuance of equity
securities. Borrowing under lines-of-credit and term loans have also provided
capital to the Company. In August 1997, the Company raised $108.8 million in net
proceeds from the issuance of 6,000,000 shares of Class A Common Stock. During
the seven-month period preceding September 30, 1997, the Company assumed $151.1
million of secured, term indebtedness in connection with its business
acquisitions. In addition to these term loans as of September 30, 1997, the
Company has $35.0 million in availability under a revolving credit facility
which, when drawn upon, will be secured by Panthers hockey club assets. The
Company is also negotiating with another financial institution for a three-year
revolving credit facility in the amount of up to $500 million with anticipated
current availability of approximately $265 million.
11
<PAGE> 12
FINANCIAL CONDITION
Significant changes in balance sheet data from June 30, 1997 to September
30, 1997 are discussed below.
Accounts Receivable
Accounts receivable increased from $13.1 million at June 30, 1997 to $14.7
million at September 30, 1997. The increase was primarily the result of assuming
trade receivables in connection with the acquisition of Registry Resort.
Other Assets
Other assets increased $6.7 million from June 30, 1997 to September 30,
1997, partially due to new hockey player signing bonuses, which will be
amortized over the life of the relevant player contracts. In addition, the
Company acquired more than $2.0 million in mortgage notes receivable in
connection with the acquisition of Registry Resort.
Property and Equipment
Property and equipment increased $94.9 million from June 30, 1997 to
September 30, 1997. Approximately $86.5 million of the increase related to the
Company's acquisition of a 68% interest in Registry Resort. In addition, $11.0
million was spent in connection with the Boca Resort expansion program described
above, offset by $3.0 million in depreciation expense.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses increased from $34.6 million at June
30, 1997 to $41.9 million at September 30, 1997. The increase was substantially
attributable to the accrual of acquisition related expenses associated with
Registry Resort, including the anticipated buyout of the existing management
company contract.
Deferred Revenue
Deferred revenue increased from $10.0 million at June 30, 1997 to $32.3
million at September 30, 1997. The increase was primarily the result of two
factors. Approximately $8.9 million of the increase related to receipts for
annual club membership dues of Boca Resort. Such amounts will be recognized as
revenue ratably over the membership year commencing on October 1. An additional
$12.5 million was generated from Panthers' ticket sales for the current hockey
season. Deferred ticket revenue will be recognized over the current season,
which extends from October through April.
Long-Term Debt
Long-term debt decreased from $186.1 million at June 30, 1997 to $151.1
million at September 30, 1997. The decrease was the result of the repayment of
$35.0 million under the Company's revolving credit facility.
Shareholders' Equity
Shareholders' equity increased from $301.2 million at June 30, 1997 to
$414.4 million at September 30, 1997. The net loss for the three months ended
September 30, 1997 was offset by the sale of 6,000,000 shares of Class A Common
Stock, together with the issuance of 918,174 shares of Class A Common Stock and
warrants to purchase 325,000 shares of Class A Common Stock in connection with
the acquisition of a 68% ownership interest in Registry Resort.
FORWARD LOOKING STATEMENTS
Certain statements and information included herein may constitute
forward-looking statements within the meaning of the Federal Private Securities
Litigation Reform Act of 1995. Such forward-looking
12
<PAGE> 13
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the ability to develop and implement operational and financial
systems to manage rapidly growing operations; competition in the Company's
principal businesses; the ability to integrate and successfully operate acquired
businesses and the risks associated with such businesses; the ability to obtain
financing on terms acceptable to the Company to finance its growth strategy; the
Company's limited history of operations in the Leisure and Recreation Business;
dependence on key personnel and the ability to properly assess and capitalize on
future business opportunities.
13
<PAGE> 14
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There has been no material change in the status of legal proceedings as
described under Item 3., Part I to the Company's Annual Report on Form 10-K for
the year ended June 30, 1997, except as set forth below.
The suit alleging that the Company violated the Americans with Disabilities
Act in connection with the development of the Broward County Arena was dismissed
in October 1997.
On October 9, 1997, Bernard Kalishman filed a purported shareholder
derivative and class action lawsuit on behalf of the Company, as nominal
defendant, against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson, Egan and
Evans and William Torrey, a former director of the Company, in the Seventeenth
Judicial Circuit in and for Broward County, Florida. The suit alleges, among
other things, that each of the defendants, other than Mr. Egan, breached
contractual and fiduciary obligations owed to the Company and its stockholders
by engaging in self-dealing transactions in connection with the Company's
purchase of Pier 66 and Bahia Mar. The suit seeks to impose a constructive trust
on alleged excessive compensation paid to the prior owners of Pier 66 and Bahia
Mar or to have damages assessed against the defendants. The Company believes
that this suit is without merit and intends to defend vigorously against this
suit.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
27.1 -- Financial Data Schedule
</TABLE>
(b) REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K on July 1, 1997. The Form
8-K related to the Company's acquisition of Boca Resort and reported certain
financial statement and pro forma information related thereto. The Company filed
a Current Report on Form 8-K on August 27, 1997. The Form 8-K related to the
Company's acquisition of Registry Resort and reported certain factual
information related thereto.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
FLORIDA PANTHERS HOLDINGS, INC.
By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Chief Financial Officer and Senior
Vice President (Principal Financial
Officer)
By: /s/ STEVEN M. DAURIA
------------------------------------
Steven M. Dauria
Vice President and Corporate
Controller (Principal Accounting
Officer)
Date: November 14, 1997
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 56,069
<SECURITIES> 0
<RECEIVABLES> 26,315
<ALLOWANCES> 0
<INVENTORY> 6,315
<CURRENT-ASSETS> 85,719
<PP&E> 577,756
<DEPRECIATION> 7,485
<TOTAL-ASSETS> 715,951
<CURRENT-LIABILITIES> 78,469
<BONDS> 0
0
0
<COMMON> 351
<OTHER-SE> 414,036
<TOTAL-LIABILITY-AND-EQUITY> 715,951
<SALES> 32,949
<TOTAL-REVENUES> 33,213
<CGS> 20,906
<TOTAL-COSTS> 20,906
<OTHER-EXPENSES> 21,289
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,175
<INCOME-PRETAX> (12,157)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,157)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,157)
<EPS-PRIMARY> (0.38)
<EPS-DILUTED> (0.38)
</TABLE>
