<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended DECEMBER 31, 1996
-----------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to _________________
Commission File No. 0-21435
-------
FLORIDA PANTHERS HOLDINGS, INC.
-------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0676005
- ------------------------------- -------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
100 NORTHEAST THIRD AVENUE, SECOND FLOOR
FORT LAUDERDALE, FLORIDA 33301
- ---------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (954) 768-1900
--------------
Not Applicable
---------------------------------------------------
Former Name, former address and former fiscal year,
if changed since last report
Indicate by check whether the issuer (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 NO X
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 12,320,678 shares of
Class A Common Stock and 255,000 shares of Class B Common Stock, par value $.01
par value per share, were outstanding as of January 15, 1997.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1.
FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
ASSETS December 31, June 30,
1996 1996
------------ --------
Current Assets: (Note 2)
<S> <C> <C>
Cash and equivalents............................................... $23,668 $ 465
Accounts receivable................................................ 6,021 3,119
Prepaid expenses and other......................................... 1,347 172
------- -------
Total current assets........................................ 31,036 3,756
Property and equipment, net........................................... 1,467 972
Franchise cost, net of accumulated amortization of $1,823 and
$2,127 in June 30, 1996 and December 31, 1996, respectively........ 22,185 22,489
Player contract acquisition costs, net of accumulated amortization
of $20,312 and $19,180 as of December 31, 1996 and June 30, 1996
respectively....................................................... 5,375 6,507
Investment in Miami Arena operating contract.......................... 8,701 8,886
Other assets.......................................................... 4,973 5,150
------- -------
Total assets....................................................... $73,737 $47,760
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Deferred revenue................................................... $11,588 $ 988
Note payable-related party (Note 4)................................ - 40,172
Related party debt (Note 4)........................................ - 20,000
Accounts payable and accrued expenses.............................. 5,481 2,313
Other current liabilities.......................................... 3,284 4,313
------- -------
Total current liabilities.................................... 20,353 67,786
Long-term debt (Note 4)............................................... - 25,000
Other non-current liabilities......................................... 3,341 3,277
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 12,320,678 shares issued and outstanding........ 123 9
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding........... 3 -
Contributed capital................................................. 51,680 (48,312)
Accumulated deficit................................................. (1,763) -
------- -------
Total shareholders' equity.................................. 50,043 (48,303)
======= =======
Total liabilities and shareholders' equity......................... $73,737 $47,760
======= =======
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of these balance sheets.
2
<PAGE> 3
FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
------------------ ------------------
1996 1995 1996 1995
------- ------- ------- --------
<S> <C> <C> <C> <C>
Revenue................................. $14,216 $12,276 $15,383 $ 13,112
------- ------- ------- --------
Cost of revenue......................... 15,888 14,245 20,048 18,686
------- ------- ------- --------
Amortization & depreciation............. 884 1,367 1,795 2,730
------- ------- ------- --------
Net operating loss................. (2,556) (3,336) (6,460) (8,304)
Interest and other, net................. 969 1,157 2,339 2,233
------- ------- ------- --------
Net loss........................... $(3,525) $(4,493) $(8,799) $(10,537)
======= ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
------------------ -----------------
1996 1995 1996 1995
------- -------- -------- -------
(PRO-FORMA) (PRO-FORMA
(NOTE 2) (NOTE 2)
<S> <C> <C> <C> <C>
Per share data:
- ---------------
Net loss per share..................... $(0.37) $(0.85) $(1.19) $(2.00)
====== ====== ====== ======
Weighted average shares outstanding..... 9,560 5,276 7,418 5,276
====== ====== ====== ======
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
3
<PAGE> 4
FLORIDA PANTHERS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share data)
<TABLE>
<CAPTION>
Six Months Ended December 31,
-----------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss........................................................... $(8,799) $(10,537)
Adjustments to reconcile net loss to net cash
used for operating activities-
Depreciation and amortization............................... 1,795 2,730
Deferred compensation....................................... (321) 375
Minority interest........................................... 289 140
Changes in operating assets and liabilities-
Accounts receivable.......................................... (2,902) (2,620)
Prepaid expenses and other assets............................ (1,018) (4,826)
Accounts payable and accrued expenses........................ 2,971 793
Deferred revenue and other liabilities....................... 9,598 6,744
------- --------
Net cash provided by (used in) operating activities.... 1,613 (7,201)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.............................................. (649) (63)
------- --------
Net cash used in investing activities.................. (649) (63)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of Common Stock....................... 66,322 -
Payment on related party debt.................................... (20,000) -
Payments on note payable-related party........................... - (3,500)
Increase to note payable-related party........................... 1,131 12,027
Payment of Long-term debt........................................ (25,000) -
Payment of dividends-Decoma...................................... (140) (199)
Distribution to minority interests-Decoma........................ (74) (57)
------- --------
Net cash provided by financing activities............... 22,239 8,271
------- --------
Net increase in cash and equivalents.................... 23,203 1,007
Cash at beginning of period.......................................... 465 1,237
------- --------
Cash at end of period................................................ $23,668 $ 2,244
======= ========
</TABLE>
NON-CASH TRANSACTIONS:
In conjunction with the Offerings and Reorganization, total note payable -
related party of $40,963 was exchanged for 4,179,710 shares of Common Stock
of Florida Panthers Holdings, Inc.
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
4
<PAGE> 5
FLORIDA PANTHERS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of dollars)
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
of Florida Panthers Holdings, Inc. (the "Company") have been prepared by the
Company without audit pursuant to the rules and regulations of the Securities
and Exchange Commission. All significant intercompany accounts and transactions
have been eliminated. Certain information related to the Company's organization,
significant accounting policies and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These unaudited condensed
consolidated financial statements reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and the results of operations for the
periods presented and the disclosures herein are adequate to make the
information presented not misleading. Operating results for the interim periods
presented are not indicative of the results that can be expected for a full
year. These interim financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto contained in the
Company's Registration Statement on Form S-1 relating to the sale of 7.3 million
shares of Class A Common Stock (the "Offerings") which was completed November
18, 1996, the Company's Registration Statement on Form S-1, pertaining to the
5,020,678 shares of Class A Common Stock owned by H. Wayne Huizenga ("Mr.
Huizenga") and the Company's Current Report on Form 8-K filed on December 23,
1996.
The accompanying statements of operations cover the three month
periods, and six month periods, ended December 31, 1996 and 1995. For financial
reporting purposes, the Company recognizes all hockey related revenues and
expenses over the course of the hockey season on a per game basis. With the
National Hockey League ("NHL") regular season beginning in early October, the
three month period ended December 31, 1996 encompassed 17 of the 41 Panthers
regular season home games. Based on the present NHL regular season schedule,
which extends from early October through mid April, most of the Company's
revenues and expenses will be reported in the second and third quarters. In
the event the Panthers participate in the playoffs, the Company will realize
additional revenue and incur additional expenses during the fourth quarter.
2. THE OFFERINGS
The Company sold a total of 7.3 million shares of Class A Common Stock
in the Offerings. Of the 7.3 million shares, 2.7 million were sold to the public
in an Initial Public Offering ("IPO") and 4.6 million shares were sold in a
Concurrent Offering directly to certain investors at a price equal to the IPO
price per share less underwriting discounts and commissions but including the
Placement Agent fee. The Company's Offerings were declared effective by the
Securities and Exchange Commission on November 8, 1996 and shares of Class A
Common Stock began trading on NASDAQ on November 13, 1996.
In connection with the Offerings, and pursuant to an agreement, the
Company acquired all of the partnership interests of the Florida Panthers Hockey
Club, Ltd. ("Panthers Ltd.") in exchange for 4,149,710 shares of its Class
5
<PAGE> 6
A Common Stock and 255,000 shares of its Class B Common Stock. Additionally,
the Company acquired all of the outstanding stock of Decoma Investment, Inc. I
(formerly BIL Development, Inc.), and Decoma Investment, Inc. II (formerly
Linbeck Miami Corporation), and, in turn, approximately 78% of the Partnership
interests in Decoma Miami Associates Ltd., a Florida limited partnership
("Decoma"), in exchange for 870,968 shares of its Class A Common Stock.
Collectively, these transactions are referred to as the Reorganization.
<TABLE>
<CAPTION>
Common Stock outstanding after the Offerings:
---------------------------------------------
<S> <C>
Class A Common Stock 12,320,678 shares
Class B Common Stock 255,000 shares
----------
Total 12,575,678 shares
==========
</TABLE>
3. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated statements of
operations present the combined results of operations of the Partnership and
Decoma for the periods presented. The accompanying unaudited condensed
consolidated balance sheets present the combined financial position of
Panthers Ltd. and Decoma as of June 30, and December 31, 1996.
Pro-forma weighted average shares outstanding for the three and six
month periods ended December 31, 1995 include the 5,275,678 shares issued in
accordance with the provisions of the Reorganization as if the Reorganization
had occurred at the beginning of such periods presented. Such Pro-forma weighted
average shares outstanding do not include the 7.3 million shares sold in the
Offerings.
4. USE OF PROCEEDS/REPAYMENT OF OUTSTANDING DEBT
The net proceeds from the sale of stock in the Offerings totaled
approximately $66.3 million. Shortly after the completion of the Offerings,
$45.0 million of the net proceeds of the Offerings was used to repay the
Company's indebtedness outstanding under the two term loans (which were used to
pay the Company's cost of acquiring its NHL franchise). The remaining $21.3
million will be used for general working capital, including funding of net
operating losses. Additionally, in conjunction with the Offerings and
Reorganization, Mr. Huizenga received 4,149,710 shares of Class A Common Stock
and 255,000 shares of Class B Common Stock in exchange for a note owed to him by
the Company which represented cumulative advances, plus interest, totaling
approximately $41.0 million as of September 30, 1996.
5. 8-K FILING
On December 22, 1996, the Company entered into two definitive
agreements (the "Exchange Agreements"), relating to the acquisition by the
Company of direct and indirect ownership interests in each of the Hyatt Regency
Pier 66 Resort & Marina and the Bahia Mar Beach Resort, in exchange for
4,450,000 shares and 3,950,000 shares of Panthers Class A Common Stock,
respectively (the "Exchanges"). The consummation of each of the Exchanges is
subject to various conditions, including obtaining the approval of the holders
of a majority of the shares of the Company's Common Stock entitled to vote
thereon. The financial statements included herein do not reflect any aspects of
the Exchanges.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain of the data contained herein may include forward-looking
information and actual results could differ from that set forth below. The
following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto included under Item 1. In
addition, reference should be made to the audited consolidated financial
statements and notes thereto and related Management's Discussion and Analysis of
Financial Condition and Results of Operations included in the Company's
Registration Statement on Form S-1 relating to the Offerings, the
Registration Statement on Form S-1 filed by the Company, pertaining to the
5,020,678 shares of Class A Common Stock owned by Mr. Huizenga and the Form 8-K
filed on December 22, 1996.
OVERVIEW
The Company, through the Florida Panthers Hockey Club, Ltd., owns and
operates the Florida Panthers, a professional hockey team (the "Panthers") of
the National Hockey League (the "NHL"). Additionally, the Company owns Arena
Development Company Ltd., a Florida limited partnership formed for the purpose
of developing a new multi-purpose, state-of-the-art sports and entertainment
center (the "Broward County Civic Arena") in Broward County, Florida, and Arena
Operating Company Ltd., a Florida limited partnership formed for the purpose of
managing and operating the Broward County Civic Arena. Through its ownership of
Decoma Investment, Inc. I ("Decoma I") and Decoma Investment Inc., II ("Decoma
II"), the Company also owns approximately 78% of the partnership interests in
Decoma Miami Associates Ltd., a Florida limited partnership ("Decoma") which
operates the Miami Arena in which the Panthers currently play.
For financial reporting purposes, the Company recognizes all hockey
related revenues and expenses over the course of the hockey season on a per game
basis. With the NHL regular season beginning in early October, the three month
period ended December 31, 1996 encompassed 17 of 41 Panthers regular season home
games. Based on the present NHL regular season schedule, which extends from
early October through mid April, most of the Company's revenues and expenses
will be reported in the second and third quarters. In the event the Panthers
participate in the playoffs, the Company will realize additional revenue and
incur additional expenses during the fourth quarter.
RESULTS OF OPERATIONS
Three months ended December 31, 1996 as compared to the three months
ended December 31, 1995.
Revenue. During the three months ended December 31, 1996 and 1995,
revenues consisted primarily of ticket and concession sales earned during
Panthers' regular season home games. Revenues increased 16%, or approximately
$1.9 million. Even though there were four fewer home games played in the three
month period ended December 31, 1996, as compared to the three month period
ended December 31, 1995, net ticket revenues showed no change since all games
played through December 31, 1996 were sold out resulting in average net ticket
revenues per game being up approximately 27%.
Additionally, broadcasting revenues have increased 31% or approximately
$660,000, and advertising and promotion revenues have increased 43% or
approximately $450,000, attributable to increased contractual revenues.
Cost of Revenue. Total cost of revenue increased 12%, or approximately
$1.6 million. Team costs, primarily player salaries, increased 9%, or
approximately $1,000,000, due to higher base salaries. Selling, general and
administrative ("SG&A") costs increased 33%, or approximately $600,000,
primarily attributable to various legal and professional fees incurred by the
Panthers and Decoma.
7
<PAGE> 8
Depreciation and Amortization. Depreciation and amortization decreased
by 35%, or approximately $480,000. The Company was required to pay a $50.0
million franchise fee to the NHL when the expansion franchise was granted, of
which approximately $25.7 million was allocated to the contracts of players
selected in the 1993 expansion draft and is being amortized over the estimated
useful lives of such contracts, which have been determined to be approximately
six years. The remaining portion of the franchise fee is being amortized over 40
years. Amortization of player contracts decreased by approximately $480,000 in
the three months ended December 31, 1996 as compared with the three months ended
December 31, 1995 because the unamortized base of players contracts was reduced
by approximately $3.1 million fiscal 1996 to better reflect current values of
remaining player contracts. As of December 31, 1996 the remaining unamortized
portion of player contracts (which will be amortized through the remaining
useful lives of such player contracts), was approximately $5.4 million which
will be completely amortized by May, 1999.
Interest and Other, Net. Net interest and other costs decreased by 16%,
or approximately $190,000, primarily as a result of paying off the two
outstanding term loans totaling $45.0 million with the net proceeds from the
Offerings. Additionally, interest on the cumulative advances from Mr. Huizenga
ceased upon closing the Offerings, since Mr. Huizenga's outstanding note,
totaling approximately $41.0 million, was exchanged for 4,404,710 shares of
Common Stock.
Six months ended December 31, 1996, as compared to the six months ended
December 31, 1995
Revenue. Revenues increased 17%, or approximately $2.3 million mainly
attributable to approximately $1.1 million of increased broadcasting and
advertising revenues and an increase of approximately $270,000 in exhibition
season ticket revenues. Additionally, revenue earned by Decoma increased
approximately $740,000 mainly attributable to an increased net operating income
distribution from the Miami Arena. Coming off the successful 1995-96 season,
all hockey revenues are currently ahead of prior year's total regular season
revenues.
Cost of Revenue. Cost of Revenues increased approximately 7%, or $1.4
million. Team costs, increased approximately $580,000 or 4% primarily due to
higher cost of the current season's exhibition and training camps, scouting, and
hockey operating costs. Additionally, SG&A costs increased approximately 21%, or
$700,000 primarily attributable to various legal and professional fees incurred
by the Panthers and Decoma.
Depreciation and Amortization. Depreciation and amortization decreased
by 34% or approximately $940,000 because the unamortized base of players
contracts was reduced by $3.1 million during the quarter ended June 30, 1996, as
discussed above.
Interest and Other, Net. Net interest and other costs were
approximately $2.3 million in both six month periods. First quarter ended
September 30, 1996 results showed an increase in interest expense, as compared
to the quarter ended September 30, 1995, which was offset in the second quarter
ended December 31, 1996 by the decrease in interest costs due to the pay down of
debt and exchange of Mr. Huizenga's note for Common Stock, as compared to the
quarter ended December 31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
Since the formation of the franchise in December of 1992 and through
the date of the Offerings, all net operating losses of the Partnership were
financed primarily with loans from Mr. Huizenga. Such loans, including interest
thereon accrued through September 30, 1996 totaled approximately $41.0 million.
This entire cumulative advance was exchanged for shares of Common Stock
as part of the Reorganization and formation of the Company (See Footnote 3.
within Notes to Unaudited Condensed Consolidated Financial Statements).
8
<PAGE> 9
Net cash provided by operating activities during the six months ended
December 31, 1996 was approximately $1.6 million. Approximately $7.2 million
of cash was used for operations during the six month period ending December 31,
1995. Cash flow from financing activities during the six month period ended
December 31, 1996 primarily consisted of the net proceeds of the Offerings
which totaled approximately $66.3 million. Additionally, $45.0 million of the
net proceeds of the Offerings was used to repay the Company's indebtedness
outstanding under the two term loans. The Company plans on utilizing the
remaining $21.3 million for general working capital which includes funding of
net operating losses. Such remaining net proceeds have been invested in
short-term, investment grade, interest bearing investments. The Company does
not anticipate borrowing any additional funds from Mr. Huizenga following the
consummation of the Offerings. Capital expenditures of approximately $650,000
and $60,000 were made during the six month periods ended December 31, 1996 and
1995, respectively.
The Company is in the process of negotiating a new credit facility. It
is anticipated that the new credit facility will provide for a line of credit up
to $50.0 million and will be secured by all tangible and intangible assets of
the Company. The new credit facility is expected to limit the Company's ability
to pay cash dividends. In addition, the NHL's Bylaws preclude any one of its
members from paying cash dividends, unless paying such cash dividends will not
impair the member's ability to (i) meet its projected expenses for the ensuing
12 month period without the use of borrowed funds, other than short-term
borrowings, and (ii) maintain adequate reserves to fund the future payment of
all deferred player compensation and other deferred obligations for past
services.
The grant of a security interest in any of the assets of the Panthers,
or any direct or indirect ownership interest in the Company, of 5% or more,
shall require the prior approval of the NHL, which may be withheld in the NHL's
sole discretion and, in that connection, the NHL will require a consent
agreement satisfactory to the NHL. NHL rules limit the amount of debt that may
be secured by the assets of, or ownership interests in, an NHL club and require
that the parties to any secured loan that is approved execute an agreement
limiting the rights of the lenders and the club (or shareholder) under certain
circumstances, including upon an event of default or foreclosure. These
limitations may adversely affect the rights of the club (or shareholder) under
certain circumstances.
On November 15, 1996, construction began on the new Broward County
Civic Arena. All construction costs are being fully funded by Broward County.
Pursuant to the Development Agreement with Broward County, the Company will bear
all costs related to the development of the Broward County Civic Arena in excess
of $184.7 million. To date, all construction efforts are on schedule and within
budget, and it is not anticipated that the Company's cash flow will be affected
by the project.
FINANCIAL CONDITION
The reduction of indebtedness with the net proceeds of the Offerings
has improved the Company's liquidity by reducing both the Company's interest
expense and the principal amount of the indebtedness required to be repaid in
the future. Without considering the impact of the proposed acquisition by the
Company of the ownership interests in the Hyatt Regency Pier 66 Resort & Marina
and The Bahia Mar Beach Resort (See Footnote 5. within Notes to Unaudited
Condensed Consolidated Financial Statements), the Company expects negative cash
flows and net losses to continue until the Panthers begin playing at the new
Broward County Civic Arena which is expected to be completed in time for the
1998-99 hockey season. The Company believes that the remaining net proceeds from
the Offerings, together with its existing cash and cash equivalents, revenues
from its future operations and available borrowings under the new credit
facility, will be sufficient to enable it to maintain its current and planned
operations until the opening of the Broward County Civic Arena.
Cash and cash equivalents at December 31, 1996 were approximately $23.7
million as compared to approximately $470,000 at June 30, 1996. The increase was
attributable primarily to the net proceeds of the Offerings on November 13,
1996.
9
<PAGE> 10
Accounts receivable at December 31, 1996 were approximately $6.0
million as compared to $3.1 million at June 30, 1996. This increase was mainly
caused by increased contractual advertising and broadcasting receivables for the
1996-97 season.
Prepaid expenses and other assets at December 31, 1996 were
approximately $1.3 million compared to approximately $170,000 at June 30, 1996.
This increase was mainly attributable to the pre-payment of team air charter
costs in September of 1996.
Deferred revenues at December 31, 1996 were approximately $11.6
million, as compared to approximately $1 million at June 30, 1996. This increase
was caused by season ticket collections which occurred in August and September
of 1996 which are being recognized on a per game basis over the regular 1996-97
season. The $1 million deferred revenue balance at June 30, 1996 represented
playoff ticket dollars collected but not earned in the prior year Stanley Cup
Finals because the final round of playoffs ended after four games.
EARNINGS BEFORE INTEREST EXPENSE, INCOME TAXES, DEPRECIATION, AND AMORTIZATION
("EBITDA")
EBITDA is a widely accepted financial indicator used by certain
investors and analysts to analyze and compare companies on the basis of
operating performance. This measurement of operating performance is particularly
useful in analyzing the Company's results of operations mainly due to the fact
that the original franchise fees attributable to the player contracts acquired
are currently being amortized over approximately six years which based on the
current remaining unamortized balance of player contracts, results in
amortization of approximately $2.2 million per year. EBITDA for the six months
ended December 31, 1996 amounted to a $4.7 million loss as compared to a loss
of $5.9 million in the six months ended December 31, 1995.
PART II. OTHER INFORMATION
Item 1. LITIGATION
Reference is made to the Registrant's Form 10-Q filed
December 23, 1996 for a description of material legal
proceedings. In addition, a lawsuit was filed on January 9,
1997 by Arena Development, seeking a determination as to the
applicability of Broward County's Prevailing Wage Ordinance
to the construction of the Broward County Civic Arena. The
suit was filed in the Seventeenth Judicial Circuit in and for
Broward County, Florida. The complaint filed alleges that the
Prevailing Wage Ordinance does not apply to the construction
of the Facility for two reasons: (i) the Prevailing Wage
Ordinance only applies to construction contracts in excess of
$250,000 to which Broward County is a party and Broward
County is not a party to the construction contract between
Arena Development and the general contractor, and (ii) the
Development Agreement contains all the obligations and
responsibilities of both parties and does not include a
provision mandating that Arena Development comply with the
Prevailing Wage Ordinance. The Prevailing Wage Ordinance
requires that all contracts to which the ordinance applies
must contain such a provision. The complaint further alleges
that if the court determines that the Prevailing Wage
Ordinance applies it could cost Arena Development up to
approximately $7,500,000 in additional construction costs.
The lawsuit asks for a declaratory judgement finding the
Prevailing Wage Ordinance does not apply to the construction
of the Facility and that Arena Development may continue
without reference to the ordinance. An unfavorable outcome of
this suit may require Panthers Holdings to incur additional
costs.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - 27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K - On December 23, 1996, the
Registrant filed a Current Report on Form 8-K (Item 5)
which reported that the Registrant had entered into two
definitive agreements relating to the acquisition by the
Registrant of the direct and indirect ownership interests
in each of the Hyatt Regency Pier 66 Resort & Marina
and the Radisson Bahia Mar Beach Resort. The consummation
of each of these transactions remains subject to various
conditions, including obtaining shareholder approval.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 21st day of January 1997.
FLORIDA PANTHERS HOLDINGS, INC.
By: /s/ Richard H. Evans
-----------------------------------------
Richard H. Evans, President
By: /s/ Steven M. Dauria
-----------------------------------------
Steven M. Dauria, Vice President and
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 23,668
<SECURITIES> 0
<RECEIVABLES> 6,021
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 31,036
<PP&E> 1,467
<DEPRECIATION> 0
<TOTAL-ASSETS> 73,737
<CURRENT-LIABILITIES> 20,353
<BONDS> 0
0
0
<COMMON> 126
<OTHER-SE> 49,917
<TOTAL-LIABILITY-AND-EQUITY> 73,737
<SALES> 15,383
<TOTAL-REVENUES> 15,383
<CGS> 20,048
<TOTAL-COSTS> 20,048
<OTHER-EXPENSES> 1,795
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,339
<INCOME-PRETAX> (8,799)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,799)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,799)
<EPS-PRIMARY> (1.19)
<EPS-DILUTED> (1.19)
</TABLE>
