<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) -- AUGUST 13, 1997
FLORIDA PANTHERS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
FLORIDA 1-13173 65-0676005
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
450 EAST LAS OLAS BOULEVARD,
FORT LAUDERDALE, FLORIDA 33301
(Address of Principal Executive Offices) (Zip Code)
</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
================================================================================
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 8, 1997, Florida Panthers Holdings, Inc. (the "Company") entered
into a merger agreement (the "Merger Agreement") with Gary V. Chensoff and
ResortHill, Inc., an Illinois corporation ("ResortHill"), relating to the
proposed acquisition by the Company of ownership interests in The Registry Hotel
at Pelican Bay ("Registry Resort"). Mr. Chensoff was the sole shareholder of
ResortHill, a limited partner of LeHill Partners, L.P. ("LeHill") and the
general partner of Pelican Hill Associates, L.P., which is the general partner
of LeHill. The transaction contemplated by the Merger Agreement was consummated
on August 13, 1997.
Registry Resort, structured as a nonresidential hotel condominium, is
located in Naples, Florida, and encompasses 15 acres of land fronting on the
Gulf of Mexico. The resort includes 474 luxury guest rooms, a conference center,
recreational areas, restaurant and retail outlets, a 15 court tennis facility
and a nature reserve boardwalk, as well as water sports and beach amenities. The
Company intends to continue to use Registry Resort for hospitality and lodging
purposes, primarily serving business travelers, pleasure travelers and meeting
groups.
Pursuant to the Merger Agreement, the Company acquired interests
constituting approximately 68% of Registry Resort (323 of the 474 luxury guest
rooms) in exchange for approximately $75.5 million in cash, together with
918,174 shares of the Company's Class A Common Stock, par value $.01 per share
(the "Class A Common Stock") and warrants to purchase 325,000 shares of the
Class A Common Stock. The value of the aggregate consideration paid in
connection with the Company's acquisition of a 68% interest in Registry Resort
was approximately $92.3 million. This value is based on the average share price
on the New York Stock Exchange for five days before and five days after the
execution of the Merger Agreement (or $23.15), reduced by a discount which was
based on factors including the restricted nature of the stock issued resulting
from "lock up" clauses restricting sales over a two year period and the size of
the block of shares.
2
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
<TABLE>
<S> <C>
LeHill Partners L.P.
Report of Independent Certified Public Accountant........... 4
Balance Sheet as of December 31, 1996....................... 5
Statement of Operations for the Year Ended December 31,
1996...................................................... 6
Statement of Changes in Partners' Capital for the Year Ended
December 31, 1996......................................... 7
Statement of Cash Flows for the Year Ended December 31,
1996...................................................... 8
Notes to Financial Statements............................... 9
LeHill Partners L.P. -- Unaudited Interim Financial
Statements
Balance Sheet as of June 30, 1997........................... 12
Statements of Operations for the Six Months Ended June 30,
1997 and 1996............................................. 13
Statements of Cash Flows for the Six Months Ended June 30,
1997 and 1996............................................. 14
Notes to Financial Statements............................... 15
</TABLE>
(b) Unaudited Pro Forma Consolidated Financial Statements
<TABLE>
<S> <C>
Introduction to Unaudited Pro Forma Consolidated Financial
Statements................................................ 16
Unaudited Pro Forma Consolidated Balance Sheet as of
June 30, 1997............................................... 18
Unaudited Pro Forma Consolidated Statement of Operations for
the Year Ended June 30, 1997.............................. 19
Notes to Unaudited Pro Forma Consolidated Financial
Statements................................................ 20
</TABLE>
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
2.1 Merger Agreement, dated July 8, 1997, by and
among the Company, FPH/RHI Merger Corp. Inc.,
ResortHill, Inc. and Gary V. Chensoff
(incorporated by reference to the Company's
Registration Statement on Form
S-1 -- Registration No. 333-30925)
</TABLE>
3
<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To The Partners of
LeHill Partners L.P.:
We have audited the accompanying consolidated balance sheet of LeHill
Partners L.P. and consolidated entities (a Delaware limited partnership) as of
December 31, 1996, and the related consolidated statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of LeHill Partners L.P. and
consolidated entities as of December 31, 1996, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
September 11, 1997.
4
<PAGE> 5
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 8,819
Deposit held in escrow with closing agent................. 142
Restricted investments.................................... 3,600
Accounts receivable, net of allowance for doubtful
accounts of $179....................................... 1,603
Inventories............................................... 710
Mortgage notes receivable, current portion................ 1,683
Prepaid expenses and other assets......................... 932
-------
Total current assets................................... 17,489
PROPERTY AND EQUIPMENT, AT COST:
Land...................................................... 986
Building and improvements................................. 6,885
Furniture and equipment................................... 3,134
-------
11,005
Less accumulated depreciation............................. 1,094
-------
Property and equipment, net............................ 9,911
MORTGAGE NOTES RECEIVABLE, NONCURRENT PORTION............... 2,054
CASH AND CASH EQUIVALENTS RESTRICTED FOR FUTURE MAJOR
REPAIRS AND REPLACEMENTS.................................. 2,354
INVESTMENTS RESTRICTED FOR FUTURE MAJOR REPAIRS AND
REPLACEMENTS.............................................. 1,026
-------
Total assets...................................... $32,834
=======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 1,909
Accrued payroll expenses.................................. 757
Accrued property tax expenses............................. 368
Deferred revenue.......................................... 2,173
Due to unit owners........................................ 151
Due to former AUO manager................................. 640
-------
Total current liabilities......................... 5,998
MINORITY INTEREST IN CONSOLIDATED ENTITIES.................. 5,005
PARTNERS' CAPITAL........................................... 21,831
-------
Total liabilities and partners' capital........... $32,834
=======
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this balance sheet.
5
<PAGE> 6
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<S> <C>
REVENUE:
Resort operations
Rooms.................................................. $ 19,394
Food and beverage...................................... 13,684
Other departments...................................... 3,844
Other income........................................... 784
--------
Total resort operations........................... 37,706
Interest income........................................... 1,102
Excess of proceeds received over basis of mortgages....... 1,033
Excess distribution proceeds received..................... 1,152
Other..................................................... 61
--------
Total revenue..................................... 41,054
--------
EXPENSES:
Resort operations
Cost of sales.......................................... 4,624
Payroll and related expenses........................... 8,096
Property operations and maintenance.................... 2,159
Other operating and administrative expenses............ 8,809
Management fees........................................ 1,410
Marketing.............................................. 2,908
Depreciation and amortization.......................... 912
Real estate taxes...................................... 352
--------
Total resort operations........................... 29,270
Other expenses............................................ 100
--------
Total expenses.................................... 29,370
--------
INCOME BEFORE MINORITY INTEREST............................. 11,684
MINORITY INTEREST IN OPERATIONS OF CONSOLIDATED ENTITIES.... (4,679)
--------
NET INCOME.................................................. $ 7,005
PRO FORMA ADJUSTMENT TO REFLECT INCOME TAXES................ (2,702)
--------
PRO FORMA NET INCOME........................................ $ 4,303
========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
6
<PAGE> 7
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<S> <C>
PARTNERS' CAPITAL, January 1, 1996.......................... $28,648
Distributions............................................. (13,822)
Net income................................................ 7,005
-------
PARTNERS' CAPITAL, December 31, 1996........................ $21,831
=======
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
7
<PAGE> 8
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from operations................................ $ 7,005
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 912
Provision for doubtful accounts........................ 19
Minority interest in operations of consolidated
entities.............................................. 4,679
Change in assets and liabilities:
Accounts receivable.................................. 1,600
Inventories.......................................... (43)
Prepaid expenses and other assets.................... 822
Accounts payable and accrued expenses................ 417
Deferred revenue..................................... 377
-------
Net cash provided by operating activities......... 15,788
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit held in escrow with closing agent................. (142)
Acquisition of mortgage notes receivable.................. (690)
Repayment of mortgage notes receivable.................... 2,977
Additions to property and equipment....................... (3,204)
Increase in cash restricted for future major repairs and
maintenance............................................ (2,287)
Sale of restricted marketable securities.................. 2,401
Purchase of marketable securities......................... (3,202)
Decrease in other assets.................................. 19
-------
Net cash used in investing activities............. (4,128)
-------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners................................. (13,822)
Decrease in due to unit owners............................ (1,882)
Distributions to minority partners........................ (2,084)
Payments made on behalf of minority partners.............. (983)
-------
Net cash used in financing activities............. (18,771)
-------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (7,111)
CASH AND CASH EQUIVALENTS, beginning of year................ 15,930
-------
CASH AND CASH EQUIVALENTS, end of year...................... $ 8,819
-------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest............................................... $ 30
=======
Income taxes........................................... $ 77
=======
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Debt reclassified to deferred revenue..................... $ 483
=======
Acquisition of units of hotel and reduction of mortgage
notes receivable through foreclosures and deeds in lieu
of foreclosure......................................... $ 6,504
=======
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
8
<PAGE> 9
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:
The accompanying consolidated financial statements of LeHill Partners L.P.
(the "Partnership") consist of the accounts of the Partnership and the combined
financial statements of the accounts maintained by the Registry Hotel
Corporation for the individual unit owners of the Registry Hotel at Pelican Bay
("Registry Resort") and the Association of Unit Owners of the Registry Hotel at
Pelican Bay, Inc. ("AUO"). The Partnership owned a 60% interest in the AUO as of
December 31, 1996. All material intercompany transactions and balances have been
eliminated in consolidation.
The Partnership was formed on February 22, 1995 by Pelican Hill Associates,
L.P. ("Pelican Hill"), the sole general partner, ResortHill, Inc. ("RHI"),
LW-LP, Inc. ("LW-LP") and Blakely Capital Inc. ("Blakely") to acquire 100% of
the participation interests in approximately 319 first mortgages collateralized
by the property and 18 condominium units in the 474-unit Registry Resort located
in Naples, Florida. The Partnership owned 283 of the condominium units and held
60 first mortgages at December 31, 1996. The Partnership Agreement, as amended,
provides for income allocations, additional capital contributions, and
distributions among the partners.
The Partnership is a member of the AUO, a nonresidential hotel condominium
association, and has entered into an Agency Agreement under which the revenue of
Registry Resort and the commercial units are pooled and allocated to the
investors after deducting operating expenses and management fees.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.
(b) Cash and Cash Equivalents
For the purpose of these statements, the Partnership's policy is to
consider all highly liquid instruments with original maturities of three months
or less to be cash equivalents.
(c) Inventories
Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of food, beverage and operating supplies.
(d) Depreciation
Depreciation is generally computed using the straight-line method over the
estimated economic lives of five years for personal property, and principally 40
years for buildings and improvements.
(e) Property and Equipment
Property and equipment are carried at cost. Repairs and maintenance costs
are charged to operations as incurred. Significant betterments and improvements
are capitalized and depreciated over their estimated economic lives.
(f) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and
9
<PAGE> 10
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.
(g) Investments and Cash and Cash Equivalents Restricted For Future Major
Repairs and Replacement
Pursuant to the AUO's governing documents, funds are required to be
reserved for future major repairs and replacements. Reserved funds are to be
held in separate accounts and are unable to be used for expenditures for normal
operations.
(h) Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, investments, receivables,
other assets, accounts payable and accrued expenses and deferred revenue
approximates fair value because of the short maturity of these instruments.
Fair value estimates are made at a specific point in time, based on
relevant market information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment, and therefore cannot be determined with precision. The assumptions
used have a significant effect on the estimated amounts reported.
3. INCOME TAXES
No provision for income taxes has been made in the accompanying
consolidated financial statements as the liability for such taxes is that of the
partners of the Partnership and the unit owners of Registry Resort. Since the
AUO is a nonresidential hotel condominium association, nonexempt and investment
income are subject to tax at normal corporate rates. The accompanying
consolidated statement of operations includes pro forma adjustments to reflect
the income tax provision which would be incurred if the partnership were a
taxable corporation.
4. MORTGAGE NOTES RECEIVABLE
On February 24, 1995, the Partnership acquired a majority participation
interest in 319 mortgage loans collateralized by Registy Resort of which 87.56%
and 12.44% of their interests were acquired from the Resolution Trust
Corporation and affiliates, respectively. The promissory notes acquired by the
Partnership, which had an aggregate outstanding balance of principal and accrued
interest at closing of $56.5 million were purchased by the Partnership for $27.3
million. These notes receivable represent recourse first mortgage loans
requiring monthly payments of principal and interest with varying maturities of
30 years from dates of original execution. The interest rate is adjusted every
five years based on the average yield of United States Treasury Securities,
five-year maturities, plus 3%. The balance of the Partnership's net mortgage
notes receivable at December 31, 1996 is as follows (in 000's):
<TABLE>
<S> <C>
Current principal balance plus unamortized accrued interest
at date of acquisition.................................... $ 9,597
Difference between principal and accrued interest at date of
acquisition and acquisition price......................... (5,860)
-------
Total mortgage notes receivable............................. 3,737
Less current portion........................................ (1,683)
-------
Long-term portion of mortgage notes receivable.............. $ 2,054
=======
</TABLE>
10
<PAGE> 11
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996
Payments of interest and principal related to mortgage notes receivable
totalled $1.0 million during the year ended December 31, 1996.
5. RELATED PARTY TRANSACTIONS
Pursuant to the terms of the partnership agreement, an asset management fee
of $120,000 for the year ended December 31, 1996 was paid to RHI, as a
co-general partner of Pelican Hill.
6. MANAGEMENT AGREEMENTS
Registy Resort is operated under a management agreement between Property
Directions, Inc., AUO's manager, and the Registry Hotel Corporation, as
operator. The agreement provides for a basic management fee equal to 2.5% of the
"Basic Fee Base" (as defined) and an incentive fee of 20% of the "Incentive Fee
Base" (as defined).
During 1996, the AUO incurred the following management fees (in 000's):
<TABLE>
<S> <C>
Basic management fees....................................... $ 929
Incentive fee............................................... 237
AUO manager fees............................................ 124
------
$1,290
======
</TABLE>
The agreement provides a separate fee of up to 1% of guest-room revenue for
actual expenses incurred related to advertising of Registry Resort ("license
fee"). The license fee totaled approximately $194,000 for the year ended
December 31, 1996 and is included in management fees in the accompanying
consolidated statement of operations.
7. EXCESS DISTRIBUTION PROCEEDS RECEIVED
Prior to 1996, the Company had a right to certain funds held in escrow for
unit owners which were derived from the operations of Registry Resort. These
funds were released in 1996 and are recorded as excess distribution proceeds
received in the accompanying consolidated statement of operations.
8. SUBSEQUENT EVENTS
On May 19, 1997, the sole shareholder of RHI, (a co-general partner of
Pelican Hill), agreed to purchase the entire interests of LW-LP and certain of
the other partners of Pelican Hill for a purchase price of approximately $72
million subject to an adjustment to reflect changes in the closing date, the
capital contributions needed to close current condominium purchases, or a change
in the current number of condominium units under contract for sale to Florida
Panthers Holdings, Inc.
Pursuant to the Merger Agreement consummated on August 13, 1997, Florida
Panthers Holdings, Inc. acquired interests constituting approximately 68% of
Registry Resort in exchange for approximately $75.5 million in cash, together
with 918,174 shares and warrants to purchase 325,000 shares of the Company's
Class A Common Stock.
11
<PAGE> 12
LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(IN THOUSANDS)
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 8,491
Restricted investments.................................... 2,942
Accounts receivable, net.................................. 2,596
Inventories............................................... 678
Mortgage notes receivable, current portion................ 301
Prepaid expenses and other assets......................... 1,334
-------
Total current assets.............................. 16,342
PROPERTY AND EQUIPMENT, NET................................. 12,921
MORTGAGE NOTES RECEIVABLE, NONCURRENT PORTION............... 2,329
CASH AND INVESTMENTS RESTRICTED FOR FUTURE REPAIRS AND
REPLACEMENTS.............................................. 3,523
-------
Total assets...................................... $35,115
=======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 3,331
Deferred revenue.......................................... 980
Other current liabilities................................. 25
-------
Total current liabilities......................... 4,336
MINORITY INTEREST IN CONSOLIDATED ENTITIES.................. 4,637
PARTNERS' CAPITAL........................................... 26,142
-------
Total liabilities and partners' capital........... $35,115
=======
</TABLE>
The accompanying notes are an integral part of these statements.
12
<PAGE> 13
LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
REVENUE..................................................... $26,659 $23,758
OPERATING EXPENSES:
Cost of leisure and recreation services................... 9,621 8,883
Selling, general and administrative....................... 7,562 7,085
Amortization and depreciation............................. 520 397
------- -------
Total operating expenses.......................... 17,703 16,365
------- -------
OPERATING INCOME............................................ 8,956 7,393
INTEREST AND OTHER INCOME................................... 426 2,666
MINORITY INTEREST IN OPERATIONS OF CONSOLIDATED ENTITIES.... (3,860) (4,450)
------- -------
NET INCOME.................................................. $ 5,522 $ 5,609
PRO FORMA ADJUSTMENT TO REFLECT INCOME TAXES................ 2,130 2,164
------- -------
PRO FORMA NET INCOME........................................ $ 3,392 $ 3,445
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
13
<PAGE> 14
LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996
------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 5,522 $ 5,609
Adjustments to reconcile net income to net cash provided
by operating activities:
Minority interest...................................... 3,860 4,450
Amortization and depreciation.......................... 520 397
Changes in operating assets and liabilities:
Accounts receivable.................................... (993) 770
Inventories............................................ 32 (29)
Other assets........................................... (402) 463
Accounts payable and accrued expenses.................. 298 495
Deferred revenue and other liabilities................. (1,344) (3,280)
------- --------
Net cash provided by operating activities......... 7,493 8,875
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in cash restricted for future repairs
and maintenance........................................ 656 (3,422)
Acquisition of mortgage notes receivable.................. -- (690)
Principal received on mortgage notes receivable........... 1,107 2,762
Additions to property and equipment....................... (3,530) (1,804)
------- --------
Net cash used in investing activities............. (1,767) (3,154)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners and minority partners........... (6,079) (12,871)
Borrowings under notes payable............................ 25 400
------- --------
Net cash used in financing activities............. (6,054) (12,471)
------- --------
Decrease in cash and cash equivalents............. (328) (6,750)
CASH AND CASH EQUIVALENTS, at beginning of period........... 8,819 15,930
------- --------
CASH AND CASH EQUIVALENTS, at end of period................. $ 8,491 $ 9,180
======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid............................................. $ -- $ 15
======= ========
Income taxes paid......................................... $ -- $ 38
======= ========
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING ACTIVITIES:
Acquisition of units of hotel and reduction of mortgage
notes receivable through foreclosures and deeds in lieu
of foreclosure......................................... $ 1,021 $ 4,577
======= ========
</TABLE>
The accompanying notes are an integral part of these statements.
14
<PAGE> 15
LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited financial statements of LeHill Partners, L.P.
and consolidated entities as of June 30, 1997 and for the six months ended June
30, 1997 and 1996 have been prepared by the Company without audit pursuant to
the rules and regulations of the Securities and Exchange Commission. 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 principals have been
condensed or omitted. 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 six-month period ended June 30, 1997
are not necessarily indicative of the results to be expected for the entire year
primarily due to seasonal variations.
2. INCOME TAXES
No provision for income taxes has been made in the accompanying
consolidated financial statements as the liability for such taxes is that of the
partners and unit owners of the hotel. The accompanying consolidated statements
of operations include pro forma adjustments to reflect the income tax provision
which would be incurred if the partnership were a taxable corporation.
15
<PAGE> 16
FLORIDA PANTHERS HOLDINGS, INC.
INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
Florida Panthers Holdings, Inc. (the "Company") is a holding company with
subsidiaries currently operating in two business segments: (1) leisure and
recreation and (ii) entertainment and sports. The leisure and recreation
business consists of four high-end destination luxury resort operations: the
Boca Raton Resort and Club (the "Boca Resort"), the Registry Resort at Pelican
Bay ("Registry Resort"), the Hyatt Regency Pier 66 Hotel and Marina ("Pier 66"
or "2301 Ltd.") and the Radisson Bahia Mar Resort and Yachting Center ("Bahia
Mar" or "Rahn Ltd.") (collectively, the "Resort Facilities"). The Company's
entertainment and sports business consists of ownership and operation of the
Florida Panthers, a professional hockey team which has been a member of the
National Hockey League ("NHL") since 1993, arena development and management
operations and ice skating rink operations.
SEASONALITY
The Resort Facilities are located in Florida and have historically
experienced higher revenues and operating income during the first and fourth
quarters of each calendar year due to increased rates of occupancy and room
rental rates during the winter months. The NHL regular season begins during the
fall and ends in late spring. As a result, the Company realizes a majority of
its hockey revenue and related expenses during such period.
GENERAL
The unaudited pro forma consolidated balance sheet as of June 30, 1997 and
the unaudited pro forma statement of operations for the year then ended, reflect
adjustments to Florida Panthers Holdings, Inc. and Registry Resort historical
financial position and results of operations to give effect to the transactions
discussed below as if such transactions had been consummated at June 30, 1997,
or at the beginning of the period presented.
THE INITIAL OFFERINGS
The unaudited pro forma statement of operations reflects the Company's
initial public offering and concurrent offering directly to certain investors
(the "Initial Offerings"), which was effective November 13, 1996 and the
application of the net proceeds therefrom, as if these offerings had occurred at
the beginning of the period presented.
PRIVATE PLACEMENT TRANSACTION
In January 1997, the Company issued and sold 2,460,000 shares of
unregistered, but otherwise unrestricted, Class A Common Stock in a private
placement at a price of $27.75 per share (the "Private Placement"). The Private
Placement resulted in net proceeds to the Company of $65.6 million after
deducting placement agency fees and other expenses. The application of the net
proceeds of the Private Placement has been reflected in the unaudited pro forma
consolidated statement of operations as if it had occurred at the beginning of
the period presented.
SUBSEQUENT OFFERING
In August 1997, the Company issued and sold 6,000,000 shares of Class A
Common Stock at a price of $19.25 per share (the "Subsequent Offering")
resulting in net proceeds to the Company of $108.8 million after deducting
placement agency fees and other expenses. The application of the net proceeds of
the Subsequent Offering has been reflected in the unaudited pro forma
consolidated statement of operations as if it had occurred at the beginning of
the period presented.
16
<PAGE> 17
FLORIDA PANTHERS HOLDINGS, INC.
INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
BUSINESS COMBINATIONS
Prior to the completion of the Initial Offerings, all of the partnership
interests of the Decoma Entities, which share in the operation of the Miami
Arena where the Panthers currently play, were acquired by the Company, from the
Company's Chairman, in exchange for a total of 870,968 shares of its Class A
Common Stock. As this transaction was among entities under common control, it
was accounted for on a historical cost basis in a manner similar to a pooling of
interests as of August 6, 1994, the date of their acquisition by the Company's
Chairman.
Businesses acquired through June 30, 1997 are accounted for under the
purchase method of accounting and are included in the historical financial
statements from the date of acquisition and are discussed below. These
acquisitions have been reflected in the unaudited pro forma statement of
operations as if they occurred as the beginning of the period presented:
In June 1997, the Company acquired substantially all of the net assets of
the Boca Resort in exchange for 272,303 shares of Class A Common Stock, rights
to acquire approximately 4,242,586 shares of Class A Common Stock and warrants
to purchase 869,810 shares of Class A Common Stock.
In May 1997, the Company acquired the rights to operate the Gold Coast Ice
Arena in exchange for 34,760 shares of Class A Common Stock. Gold Coast is the
current practice home of the Florida Panthers Hockey Club and provides open
skating, ice hockey leagues and other programs to the public.
In March 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 Bahia Mar in exchange for 3,950,000 shares of Class A Common Stock.
In March 1997, the Company acquired all 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
Pier 66 in exchange for 4,450,000 shares of Class A Common Stock.
In January 1997, the Company acquired certain assets relating to the
business of a twin-pad ice facility ("Incredible Ice") 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.
RECENTLY ACQUIRED BUSINESS
In August 1997, the Company acquired interests constituting approximately
68% of the Registry Resort in exchange for approximately $75.5 million in cash,
together with 918,174 shares and warrants to purchase 325,000 shares of the
Company's Class A Common Stock.
17
<PAGE> 18
FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
BUSINESS SUBSEQUENTLY
ACQUIRED
----------------------------- SUBSEQUENT
FLORIDA PANTHERS REGISTRY ACQUISITION OFFERING PRO FORMA
HOLDINGS, INC. RESORT ADJUSTMENTS ADJUSTMENTS AS ADJUSTED
---------------- --------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................... $ 13,709 $ 8,491 $(75,508)(b) $ 108,821(e) $ 20,513
(35,000)(e)
Restricted cash................................ 30,110 2,942 -- -- 33,052
Accounts receivable............................ 13,087 2,596 -- -- 15,683
Inventories.................................... 5,763 678 -- -- 6,441
Current portion of Premier Club notes
receivable................................... 3,778 -- -- -- 3,778
Current portion of mortgage notes receivable... -- 301 -- -- 301
Other current assets........................... 4,143 1,334 -- -- 5,477
--------- ------- -------- --------- ---------
Total current assets..................... 70,590 16,342 (75,508) 73,821 85,245
PROPERTY AND EQUIPMENT, NET...................... 475,391 12,921 73,578(a) -- 561,890
PREMIER CLUB NOTES RECEIVABLE, NET OF CURRENT
PORTION........................................ 8,240 -- -- -- 8,240
MORTGAGE NOTES RECEIVABLE, NET OF CURRENT
PORTION........................................ -- 2,329 -- -- 2,329
INTANGIBLE ASSETS, NET........................... 40,987 -- -- -- 40,987
OTHER ASSETS..................................... 5,184 3,523 -- -- 8,707
--------- ------- -------- --------- ---------
Total assets............................. $ 600,392 $35,115 $ (1,930) $ 73,821 $ 707,398
========= ======= ======== ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.......... $ 34,590 $ 3,331 $ 7,425(c) $ -- $ 45,346
Deferred revenue............................... 10,015 980 -- -- 10,995
Other current liabilities...................... 3,631 25 -- -- 3,656
--------- ------- -------- --------- ---------
Total current liabilities................ 48,236 4,336 7,425 -- 59,997
LONG-TERM DEBT................................... 186,056 -- -- (35,000)(e) 151,056
PREMIER CLUB MEMBERSHIP FEES..................... 63,499 -- -- -- 63,499
OTHER NON-CURRENT OBLIGATIONS.................... 1,448 -- -- -- 1,448
MINORITY INTEREST IN CONSOLIDATED ENTITIES....... -- 4,637 -- -- 4,637
SHAREHOLDERS' EQUITY:
Class A common stock........................... 279 -- 9(d) 60(e) 348
Class B common stock........................... 3 -- -- -- 3
Contributed capital............................ 304,095 26,142 (9,364)(d) 108,761(e) 429,634
Accumulated deficit............................ (3,224) -- -- -- (3,224)
--------- ------- -------- --------- ---------
Total shareholders' equity............... 301,153 26,142 (9,355) 108,821 426,761
--------- ------- -------- --------- ---------
Total liabilities and shareholders'
equity................................. $ 600,392 $35,115 $ (1,930) $ 73,821 $ 707,398
========= ======= ======== ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
18
<PAGE> 19
FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO
FORMA
AS
FLORIDA BUSINESSES ACQUIRED ADJUSTED
PANTHERS --------------------------------------------- FOR THE
HOLDINGS, 2301 RAHN INCREDIBLE BOCA ACQUISITION BUSINESSES
INC. LTD. LTD. ICE RESORT ADJUSTMENTS ACQUIRED
--------- ---- ---- ---------- ------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE:
Leisure and recreation......... $ 17,567 $18,511 $11,578 $ -- $116,194 $ -- $163,850
Entertainment and sports....... 36,695 -- -- 356 -- -- 37,051
-------- ------- ------- ------ -------- ------- --------
Total revenue................ 54,262 18,511 11,578 356 116,194 -- 200,901
OPERATING EXPENSES:
Cost of leisure and recreation
services..................... 6,658 7,679 3,915 -- 56,522 -- 74,774
Cost of entertainment and
sports services.............. 35,135 -- -- -- -- -- 35,135
Selling, general and
administrative............... 15,150 5,513 3,658 1,175 34,171 1,466 (f) 59,207
(1,926)(g)
Amortization and
depreciation................. 5,698 1,155 1,348 36 6,145 3,372 (h) 17,754
-------- ------- ------- ------ -------- ------- --------
Total operating expenses..... 62,641 14,347 8,921 1,211 96,838 2,912 186,870
-------- ------- ------- ------ -------- ------- --------
OPERATING INCOME (LOSS).......... (8,379) 4,164 2,657 (855) 19,356 (2,912) 14,031
INTEREST AND OTHER INCOME........ 1,923 -- -- -- 500 -- 2,423
INTEREST EXPENSE AND MINORITY
INTEREST....................... (3,804) (1,487) (816) -- (18,225) 3,546 (i) (20,786)
-------- ------- ------- ------ -------- ------- --------
NET INCOME (LOSS)................ $(10,260) $ 2,677 $ 1,841 $ (855) $ 1,631 $ 634 $ (4,332)
======== ======= ======= ====== ======== ======= ========
PRIMARY AND FULLY DILUTED INCOME
(LOSS) PER COMMON AND COMMON
EQUIVALENT SHARE............... $ (0.74) $ (0.16)
======== ========
(j)
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES....... 13,829 26,981
======== ========
(j)
<CAPTION>
BUSINESS
SUBSEQUENTLY
ACQUIRED PRO
---------------------- SUBSEQUENT FORMA
REGISTRY ACQUISITION OFFERING AS
RESORT ADJUSTMENTS ADJUSTMENTS ADJUSTED
-------- ----------- ----------- --------
<S> <C> <C> <C> <C>
REVENUE:
Leisure and recreation......... $40,607 $ -- $ -- $204,457
Entertainment and sports....... -- -- -- 37,051
------- ------- ------ --------
Total revenue................ 40,607 -- -- 241,508
OPERATING EXPENSES:
Cost of leisure and recreation
services..................... 16,683 -- -- 91,457
Cost of entertainment and
sports services.............. -- -- -- 35,135
Selling, general and
administrative............... 12,769 406(f) -- 72,382
Amortization and
depreciation................. 1,035 834(h) -- 19,623
------- ------- ------ --------
Total operating expenses..... 30,487 1,240 -- 218,597
------- ------- ------ --------
OPERATING INCOME (LOSS).......... 10,120 (1,240) -- 22,911
INTEREST AND OTHER INCOME........ 1,108 -- -- 3,531
INTEREST EXPENSE AND MINORITY
INTEREST....................... (4,310) -- 2,520 (i) (22,576)
------- ------- ------ --------
NET INCOME (LOSS)................ $ 6,918 $(1,240) $2,520 $ 3,866 (k)
======= ======= ====== ========
PRIMARY AND FULLY DILUTED INCOME
(LOSS) PER COMMON AND COMMON
EQUIVALENT SHARE............... $ 0.11
========
(j)
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES....... 34,399
========
(j)
</TABLE>
The accompanying notes are in integral part of this statement.
19
<PAGE> 20
FLORIDA PANTHERS HOLDINGS, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(a) Represents the step-up in cost basis of property and equipment acquired. The
excess of purchase price over historical costs is allocated based upon the
following relative fair values (in 000's):
<TABLE>
<CAPTION>
AS
HISTORICAL STEP-UP ADJUSTED
---------- ------- -----------
<S> <C> <C> <C>
Land............................................ $ 1,351 $25,752 $27,103
Building........................................ 8,858 47,826 56,684
Furniture and equipment......................... 2,712 -- 2,712
------- ------- -------
$12,921 $73,578 $86,499
======= ======= =======
</TABLE>
The fair values of property and equipment were determined by the Company's
management in consultation with representatives of the prior property
owners. Factors considered in the allocation include trends in the
hospitality industry and local real estate market, estimated replacement
value of the property and the present value of the expected cash flows from
operating the resort discounted at a market rate. Although such allocation
is preliminary, management believes that no material adjustments will be
required.
(b) Represents cash consideration paid in connection with the acquisition of
Registry Resort.
(c) Represents the accrual of acquisition-related costs for legal and accounting
services as well as the estimated cost to terminate the existing external
management company contract. The Company expects to perform such services
through internal human resources and technology.
(d) Represents the issuance of 918,174 shares and warrants to purchase 325,000
shares of the Company's Class A Common Stock, par value $.01, in exchange
for assets of Registry Resort. The value of the 918,174 shares of the
Company's Class A Common Stock is based on the average share price on the
New York Stock Exchange for five days before and five days after execution
of the Merger Agreement (or $23.15) reduced by a discount which was based on
factors including the restricted nature of the stock issued resulting from
"lock up" clauses restricting sales over a two-year period and the size of
the block of shares.
(e) Represents net proceeds from the issuance of 6,000,000 shares at $19.25 per
share of the Company's Class A Common Stock in August 1997. A portion of the
proceeds was used to repay $35.0 million of indebtedness under a revolving
credit facility.
(f) Represents a management fee equal to 1% of revenue payable to Huizenga
Holdings, a related party controlled by the Chairman of the Company.
(g) Represents the difference between contracted expenses incurred prior to the
acquisition of Boca Resort versus those to be incurred subsequent to the
acquisition. Such costs include payment under employment contracts and
management agreements.
(h) Represents additional depreciation expense associated with the stepped-up
basis of the property and equipment of the acquired companies as well as the
amortization of $6,092,000 which represents the excess of purchase price
over the fair value of the net assets of Incredible Ice.
(i) Represents the reduction of interest expense associated with the retirement
of approximately $65.0 million of indebtedness from the proceeds of the
Private Placement and the 6,000,000 share offering, see (e).
(j) Net income (loss) per share and weighted average shares outstanding are
determined based on the (i) 5,275,678 shares issued in connection with the
reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Initial Offerings)
20
<PAGE> 21
FLORIDA PANTHERS HOLDINGS, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
issued to repay the Company's outstanding indebtedness as if they had been
outstanding for the period prior to the prior offerings, (iii) 7,300,000
shares issued in connection with the Initial Offerings for the period for
which they were actually outstanding, (iv) 8,400,000 shares issued in
connection with the exchange agreements (4,450,000 shares for 2301 Ltd. and
3,950,000 shares for Rahn Ltd.) as if they had been outstanding for the
entire period presented, (v) 212,766 shares issued in the acquisition of
Incredible Ice as if they had been outstanding for the entire period
presented, (vi) 2,460,000 shares issued in the Private Placement for the
period for which they were actually outstanding, (vii) 34,760 shares issued
in the acquisition of Gold Coast as if they had been outstanding for the
entire period presented, (viii) 4,514,889 shares issued in connection with
the acquisition of Boca Resort as if they had been outstanding for the
entire period presented, (ix) 918,174 shares issued in connection with the
acquisition of Registry Resort as if they had been outstanding for the
entire period presented, (x) 6,000,000 shares issued in a Subsequent
Offering as if they had been outstanding for the entire period presented and
(xi) the dilutive effect of stock options.
(k) A pro forma tax provision has been excluded from the presentation based on
the fact that the Company has adequate net operating loss carryforwards to
offset pro forma earnings presented.
21
<PAGE> 22
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA PANTHERS HOLDINGS, INC.
Date: October 27, 1997 By: /s/ WILLIAM M. PIERCE
-------------------------------------
William M. Pierce
Senior Vice President and Chief
Financial Official
22
