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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
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COMMISSION FILE NUMBER: 1-13173
FLORIDA PANTHERS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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FLORIDA 65-0676005
(State of Incorporation) (I.R.S. Employer Identification No.)
450 EAST LAS OLAS BOULEVARD 33301
FORT LAUDERDALE, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
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Registrant's telephone number, including area code: (954) 712-1300
Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Class A Common Stock, New York Stock Exchange
par value $.01 per share
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Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of September 24, 1997, the registrant had 31,684,565 shares of Class A
Common Stock outstanding and, at such date, the aggregate market value of the
shares of Class A Common Stock held by non-affiliates of the registrant was
approximately $439,448,008. As of September 24, 1997 the registrant had 255,000
shares of Class B Common Stock outstanding, none of which was held by a
non-affiliate of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part III Portions of the Registrant's Proxy Statement relating to the 1997
Annual Meeting of Stockholders.
Part IV Portions of previously filed reports and registration statements.
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PART II -- FINANCIAL INFORMATION
ITEM 6. SELECTED FINANCIAL DATA
This amendment to the Annual Report on Form 10-K for the period ended June
30, 1997 is being filed to correct the misclassification of total current
assets, total current liabilities and non-current obligations included under
Balance Sheet Data on the accompanying table.
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ITEM 6. SELECTED FINANCIAL DATA
The financial data set forth below should be read in conjunction with the
Company's Financial Statements and notes thereto contained in Part II, Item 8 of
this Annual Report on Form 10-K. See also "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
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INCEPTION
FISCAL YEARS ENDED JUNE 30, (DECEMBER 2,
----------------------------------------------- 1992 THROUGH
1997 1996 1995 1994 JUNE 30, 1993)
-------- -------- -------- -------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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STATEMENT OF OPERATIONS DATA:
Revenue...................... $ 54,262 $ 34,087 $ 17,746 $ 21,682 $ --
Operating Expenses:
Cost of services........... 41,793 35,958 17,210 20,189 --
Selling, general and
administrative.......... 15,150 8,371 5,569 5,512 768
Amortization and
depreciation............ 5,698 9,815 6,266 6,444 2
-------- -------- -------- -------- ------
Total operating
expenses......... 62,641 54,144 29,045 32,145 770
-------- -------- -------- -------- ------
Operating loss............... (8,379) (20,057) (11,299) (10,463) (770)
Interest and other income.... 1,923 122 38 65 --
Interest expense and minority
interest................... (3,804) (5,204) (4,125) (2,528) (167)
-------- -------- -------- -------- ------
Net loss..................... $(10,260) $(25,139) $(15,386) $(12,926) $ (937)
======== ======== ======== ======== ======
Net loss per share........... $ (0.74)(a) $ (4.76)(b) $ (2.96)(b) $ (2.93)(b) $(0.21)(b)
Weighted average shares
outstanding................ 13,829 (a) 5,276 (b) 5,203 (b) 4,405 (b) 4,405 (b)
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<CAPTION>
1997 1996 1995 1994 1993
------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total current assets.................. $70,590 $ 3,756 $ 3,408 $ 2,996 $ 9,117
Total current liabilities............. 48,236 67,786 50,292 17,712 15,605
Total assets.......................... 600,392 47,760 53,587 49,019 59,669
Non-current obligations............... 251,003 28,277 25,643 45,169 45,000
Shareholders' equity (deficit)........ 301,153 (48,303) (22,348) (13,862) (937)
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(a) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the Company's
reorganization, which has been effected contemporaneously with the Initial
Offerings, as if they had been outstanding for the entire period presented
and, (i) 7,300,000 shares issued in connection with the Initial Offerings,
(ii) 2,460,000 shares issued in the Company's private placement, which was
consummated on January 30, 1997, (iii) 212,766 shares issued in the
acquisition of Incredible Ice, (iv) 4,450,000 shares issued in the
acquisition of Pier 66 and 3,950,000 shares issued in the acquisition of
Bahia Mar and (v) 4,514,889 shares issued in the Boca Resort acquisition,
all for the period for which they were actually outstanding.
(b) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the reorganization
as follows: (i) the 4,404,710 shares issued in exchange for the partnership
interests of the Panthers, as if they had been outstanding for the entire
period presented; and (ii) the 870,968 shares issued in exchange for the
partnership interests in Decoma, as if they had been outstanding since
August 6, 1994, the date of Decoma's acquisition by Mr. Huizenga.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
FLORIDA PANTHERS HOLDINGS, INC.
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October 13, 1997 By: /s/ WILLIAM M. PIERCE
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William M. Pierce
Senior Vice President and Chief Financial Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Pierce and Richard L. Handley as his
or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Annual Report on Form 10-K and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ H. WAYNE HUIZENGA Chairman of the Board October 13, 1997
- ----------------------------------------------------- (Principal Executive
H. Wayne Huizenga Officer)
/s/ RICHARD C. ROCHON Vice Chairman October 13, 1997
- -----------------------------------------------------
Richard C. Rochon
/s/ RICHARD H. EVANS President and Director October 13, 1997
- -----------------------------------------------------
Richard H. Evans
/s/ WILLIAM M. PIERCE Chief Financial Officer and October 13, 1997
- ----------------------------------------------------- Senior Vice President
William M. Pierce (Principal Financial
Officer)
/s/ STEVEN M. DAURIA Vice President and Corporate October 13, 1997
- ----------------------------------------------------- Controller (Principal
Steven M. Dauria Accounting Officer)
/s/ STEVEN R. BERRARD Director October 13, 1997
- -----------------------------------------------------
Steven R. Berrard
/s/ DENNIS J. CALLAGHAN Director October 13, 1997
- -----------------------------------------------------
Dennis J. Callaghan
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
Director October 13, 1997
/s/ MICHAEL S. EGAN
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Michael S. Egan
/s/ CHRIS EVERT Director October 13, 1997
- -----------------------------------------------------
Chris Evert
/s/ HARRIS W. HUDSON Director October 13, 1997
- -----------------------------------------------------
Harris W. Hudson
/s/ GEORGE D. JOHNSON, JR. Director October 13, 1997
- -----------------------------------------------------
George D. Johnson, Jr.
/s/ HENRY LATIMER Director October 13, 1997
- -----------------------------------------------------
Henry Latimer
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