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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-13173
BOCA RESORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 65-0676005
(State of Incorporation) (I.R.S. Employer Identification No.)
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (954) 712-1300
Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report: NOT APPLICABLE
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 [ ]
As of November 10, 1999, there were 40,606,072 shares of Class A Common
Stock, $.01 par value per share, and 255,000 shares of Class B Common Stock,
$.01 par value per share, outstanding.
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1999 1999
------------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 10,058 $ 10,222
Restricted cash........................................... 46,809 44,830
Accounts receivable, net.................................. 24,915 24,349
Inventory................................................. 8,224 7,295
Current portion of Premier Club notes receivable.......... 3,561 3,427
Other current assets...................................... 8,915 6,368
---------- ----------
Total current assets.............................. 102,482 96,491
Property and equipment, net................................. 1,046,263 1,032,497
Intangible assets, net...................................... 120,034 116,427
Long-term portion of Premier Club notes receivable, net..... 6,767 7,073
Other assets................................................ 32,316 32,416
---------- ----------
Total assets...................................... $1,307,862 $1,284,904
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 72,081 $ 57,178
Current portion of deferred revenue....................... 70,390 27,581
Current portion of lines-of-credit and notes payable...... 22,207 26,500
Other current liabilities................................. 3,697 4,965
---------- ----------
Total current liabilities......................... 168,375 116,224
Lines-of-credit and notes payable........................... 216,788 217,605
Premier Club refundable membership fees..................... 62,583 62,903
Other non-current liabilities............................... 19,678 17,211
Deferred income taxes....................................... 38,759 38,857
Senior subordinated notes payable........................... 340,000 340,000
Minority interest........................................... 1,836 1,824
Commitments and contingencies
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 40,606,072 and 40,551,370 shares issued
and outstanding at September 30, 1999 and June 30,
1999, respectively..................................... 406 406
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
September 30, 1999 and June 30, 1999................... 3 3
Contributed capital....................................... 487,018 486,421
Retained earnings (accumulated deficit)................... (27,584) 3,450
---------- ----------
Total shareholders' equity........................ 459,843 490,280
---------- ----------
Total liabilities and shareholders' equity........ $1,307,862 $1,284,904
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
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BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Revenue:
Leisure and recreation.................................... $ 51,417 $ 48,639
Entertainment and sports.................................. 2,681 3,639
-------- --------
Total revenue..................................... 54,098 52,278
Operating expenses:
Cost of leisure and recreation services................... 29,717 27,557
Cost of entertainment and sports services................. 7,528 3,425
Selling, general and administrative expenses.............. 26,238 23,402
Amortization and depreciation............................. 8,418 7,479
-------- --------
Total operating expenses.......................... 71,901 61,863
-------- --------
Operating loss.............................................. (17,803) (9,585)
Interest and other income................................... 427 437
Interest and other expense.................................. (13,722) (10,663)
Minority interest........................................... 64 (235)
-------- --------
Net loss.................................................... $(31,034) $(20,046)
======== ========
Net loss per share - basic and diluted...................... $ (0.76) $ (0.57)
======== ========
Shares used in computing net loss per share - basic and
diluted................................................... 40,861 35,145
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Operating activities:
Net loss.................................................. $(31,034) $(20,046)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Amortization and depreciation.......................... 8,418 7,479
Income applicable to minority interest................. (64) 235
Imputed interest on indebtedness with no stated rate... 612 --
Changes in operating assets and liabilities:
Accounts receivable.................................... (566) (2,966)
Other assets........................................... (3,268) (10,799)
Accounts payable and accrued expenses.................. 14,903 4,390
Deferred revenue and other liabilities................. 43,590 38,166
-------- --------
Net cash provided by operating activities......... 32,591 16,459
-------- --------
Investing activities:
Amounts paid in connection with the acquisition of the
Arizona Biltmore Hotel................................. (4,018) --
Capital expenditures...................................... (20,776) (47,431)
Change in unrestricted cash............................... (1,979) (4,938)
-------- --------
Net cash used in investing activities............. (26,773) (52,369)
-------- --------
Financing activities:
Proceeds from borrowing under credit facilities........... 4,031 31,800
Payments on notes payable and lines-of-credit............. (10,149) (21,562)
Proceeds from exercise of stock options................... 47 21
Increase in (distribution to) minority interests.......... 76 (111)
Other..................................................... 13 --
-------- --------
Net cash provided by (used in) financing
activities....................................... (5,982) 10,148
-------- --------
Decrease in cash and cash equivalents............. (164) (25,762)
Cash and cash equivalents, at beginning of period........... 10,222 37,228
-------- --------
Cash and cash equivalents, at end of period................. $ 10,058 $ 11,466
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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BOCA RESORTS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited Consolidated Financial Statements of Boca
Resorts, Inc. and subsidiaries (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial statements
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the financial information furnished in this
report reflects all adjustments (including normal recurring accruals) necessary
for a fair presentation of the results for the interim period. The results of
operations for the three-month period ended September 30, 1999 are not
necessarily indicative of the results to be expected for the entire year
primarily due to seasonal variations. All significant intercompany accounts have
been eliminated.
2. NATURE OF OPERATIONS
The Company, which was known as Florida Panthers Holdings, Inc. until
September 28, 1999, is an owner and operator of leisure and recreation
businesses and entertainment/sports businesses. The leisure and recreation
business primarily consists of the ownership and operation of six luxury resorts
with hotels, conference facilities, golf courses, spas, marinas and private
clubs. The Company's resorts include: the Boca Raton Resort and Club (Boca
Raton, Florida), the Arizona Biltmore Hotel (Phoenix, Arizona), the Registry
Resort at Pelican Bay (Naples, Florida), the Edgewater Beach Hotel (Naples,
Florida), the Hyatt Regency Pier 66 Hotel and Marina (Fort Lauderdale, Florida),
and the Radisson Bahia Mar Resort and Yachting Center (Fort Lauderdale,
Florida).
The entertainment and sports business primarily includes the operations of
the Florida Panthers Hockey Club (the "Panthers"), a National Hockey League
("NHL") franchise, the National Car Rental Center (a multi-purpose sports and
entertainment complex where the Panthers play their home games) and related
arena management operations. The Panthers generate revenue through the sale of
tickets to Panthers' home games, the licensing of local market television, cable
network, and radio rights, from distributions under revenue-sharing arrangements
with the NHL covering national broadcasting contracts, as well as other
ancillary sources including expansion franchise fees. In addition, the Company
generates revenue through its participation in the net operating income of the
National Car Rental Center, where the Panthers began playing their home games
with the opening of the 1998-1999 NHL season.
3. EARNINGS PER COMMON SHARE
Financial Accounting Standards No. 128, "Earnings Per Share" supersedes APB
No. 15 and replaces primary and fully diluted earnings per share with a dual
presentation of basic and diluted earnings per share. Basic earnings per share
equals net income divided by the number of weighted average common shares
outstanding. Diluted earnings per share includes the effects of common stock
equivalents to the extent they are dilutive. Options totaling 4.4 million and
3.2 million were antidilutive during the three months ended September 30, 1999
and 1998, respectively, and therefore have been excluded from the computation of
diluted earnings per share. In addition, warrants totaling 1.7 million and 2.6
million were antidilutive during the three months ended September 30, 1999 and
1998, respectively.
4. INCOME TAXES
No income tax benefit was recorded during the three months ended September
30, 1999 and 1998 due to an offsetting increase in the Company's valuation
allowance. Realization of the future tax benefits relating to deferred tax
assets is dependent on many factors, including the Company's ability to generate
future taxable
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BOCA RESORTS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
income within the net operating loss carryforward period. Management has
considered these factors in reaching its conclusion as to the need for a
valuation allowance for financial reporting purposes.
5. RECENT DEVELOPMENTS
In August 1999, the Company paid approximately $12.8 million to the prior
owners of the Arizona Biltmore Hotel, of which $8.8 million was a prepayment of
indebtedness (which indebtedness arose in connection with the Company's
acquisition) and $4.0 million related to additional purchase price for the
property. The additional purchase price has been reflected in intangible assets
in the accompanying Consolidated Balance Sheet.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This report may not contain all the information that is important to you.
This section should be read together with the Annual Report on Form 10-K because
the Form 10-K provides substantially greater detail.
RESULTS OF OPERATIONS
BUSINESS SEGMENT INFORMATION
The accompanying table outlines business segment operating data for the
three months ended September 30 (in 000's).
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
REVENUE:
Leisure and recreation.................................... $ 51,417 $ 48,639
Entertainment and sports.................................. 2,681 3,639
-------- --------
Total revenue..................................... 54,098 52,278
OPERATING EXPENSES:
Cost of services:
Cost of leisure and recreation services................ 29,717 27,557
Cost of entertainment and sports services.............. 7,528 3,425
Selling, general and administrative expenses:
Leisure and recreation................................. 20,335 19,169
Entertainment and sports............................... 2,499 2,422
Corporate.............................................. 3,404 1,811
Amortization and depreciation:
Leisure and recreation................................. 7,901 6,534
Entertainment and sports............................... 479 913
Corporate.............................................. 38 32
-------- --------
Total operating expenses.......................... 71,901 61,863
-------- --------
Operating loss:
Leisure and recreation................................. (6,536) (4,621)
Entertainment and sports............................... (7,825) (3,121)
Corporate.............................................. (3,442) (1,843)
-------- --------
Total operating loss.............................. (17,803) (9,585)
Interest and other income................................... 427 437
Interest and other expense.................................. (13,722) (10,663)
Minority interest........................................... 64 (235)
-------- --------
Net loss.................................................... $(31,034) $(20,046)
======== ========
EBITDA:
Leisure and recreation................................. $ 1,707 $ 2,234
Entertainment and sports............................... (7,310) (2,142)
Corporate.............................................. (3,355) (1,761)
-------- --------
Total............................................. $ (8,958) $ (1,669)
======== ========
ADJUSTED EBITDA:
Leisure and recreation................................. $ 3,598 $ 3,445
Entertainment and sports............................... (7,310) (2,142)
Corporate.............................................. (3,355) (1,761)
-------- --------
Total............................................. $ (7,067) $ (458)
======== ========
</TABLE>
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SEASONALITY
The Company's revenue and income are dependent upon the activity in the
tourism and leisure industry in the markets served by the Company. Tourism is
dependent upon weather and the traditional seasons for travel. In addition, the
Company's entertainment and sports businesses are seasonal with the NHL regular
season beginning in October and ending in April. Because of this variability in
demand, the Company's quarterly revenue may fluctuate, and revenue for the first
quarter of each year can be expected to be lower than the remaining quarters.
Although the Company believes that the historical trend in quarterly revenue for
the second, third and fourth quarters of each year is generally higher than the
first quarter, there can be no assurance that this will occur in future periods.
Accordingly quarterly, or other interim results, should not be considered
indicative of results to be expected for any quarter or for the full year.
CONSOLIDATED RESULTS OF OPERATIONS
Net loss totaled $31.0 million and $20.0 million during the three months
ended September 30, 1999 and 1998, respectively. The increase in the net loss
during the three months ended September 30, 1999 compared to the three months
ended September 30, 1998 was primarily due to the following events during the
recently completed quarter: the buyout of certain Panther players' contracts,
increased interest expense resulting from a higher cost of capital, additional
depreciation due to recently completed capital projects at the Company's resorts
and the recognition of certain non-recurring legal fees. Additional information
relating to the operating results for each business segment is set forth below.
LEISURE AND RECREATION
Revenue
Leisure and recreation revenue totaled $51.4 million and $48.6 million
during the three months ended September 30, 1999 and 1998, respectively. The
increase was partly the result of an increase in the average daily rate ("ADR")
for the Company's resort portfolio to $125.76 during the three months ended
September 30, 1999, from $120.04 during the three months ended September 30,
1998. In addition, the Company experienced a slight increase in its occupancy
rate during the three months ended September 30, 1999, compared to corresponding
period of the prior year. Accordingly, room revenue per available room increased
to $75.49 during the three months ended September 30, 1999, from $70.92 during
the three months ended September 30, 1998. More than 60% of leisure and
recreation revenue for the periods presented was derived from non-room sources
such as food and beverage sales, yachting and marina revenue, club memberships,
retail and other resort amenities. Non-room revenue during the three months
ended September 30, 1999 increased to $31.5 million compared to $30.3 million
during the three months ended September 30, 1998. Accordingly, total revenue per
available room increased to $193.39 during the three months ended September 30,
1999, from $185.75 during the three months ended September 30, 1998.
Operating Expenses
Cost of leisure and recreation services totaled $29.7 million or 58% of
revenue during the three months ended September 30, 1999, compared to $27.6
million or 57% of revenue during the three months ended September 30, 1998. Cost
of leisure and recreation services primarily consisted of direct costs to
service rooms, marinas, food and beverage operations, retail establishments and
other amenities at the resorts.
Selling, general and administrative expenses ("S,G&A") of the leisure and
recreation business totaled $20.3 million or 40% of revenue during three months
ended September 30, 1999, compared to $19.2 million or 39% of revenue during the
three months ended September 30, 1998. S,G&A primarily consisted of various
fixed, indirect costs, including utility and property costs, real estate taxes,
insurance, management and franchise agreement fees and administrative salaries
and expenses.
Cost of leisure and recreation services and S,G&A expenses as a percent of
revenue increased slightly during the three months ended September 30, 1999
compared to the three months ended September 30, 1998.
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The increases were primarily the result of business interruption (resulting in
lost revenue) associated with the threat of Hurricane Floyd.
Amortization and depreciation expense for the leisure and recreation
business was $7.9 million and $6.5 million during the three months ended
September 30, 1999 and 1998, respectively. The increase during the three months
ended September 30, 1999 compared to the three months ended September 30, 1998
was primarily due to the completion of several capital projects resulting in
additional depreciation expense, including the redesign and construction at
Grande Oaks Golf Club.
Operating Loss
Operating loss for the leisure and recreation business totaled $6.5 million
and $4.6 million during the three months ended September 30, 1999 and 1998,
respectively. The increase in the operating loss during the three months ended
September 30, 1999 compared to the three months ended September 30, 1998 was
primarily the result of additional depreciation expense associated with recently
completed capital projects. In addition, the Company's leisure and recreation
business experienced business interruption in connection with the threat of
Hurricane Floyd.
ENTERTAINMENT AND SPORTS
The primary component of the entertainment and sports business is the
Panthers and related arena operations. Revenue and direct expenses associated
with the team are recorded over the regular hockey season. Operating losses were
$7.8 million and $3.1 million during the three months ended September 30, 1999
and 1998, respectively. The increase in operating loss during the three months
ended September 30, 1999 compared to the three months ended September 30, 1998
was primarily the result of the buyout of certain Panther players' contracts
totaling $3.2 million. In addition, revenue decreased to $2.7 million during the
three months ended September 30, 1999, from $3.6 million during the three months
ended September 30, 1998. Less revenue was derived from Decoma Miami Associates,
Ltd. ("Decoma"), the entity that manages the Miami Arena, during the three
months ended September 30, 1999 because of fewer scheduled events.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES
Corporate general and administrative expenses totaled $3.4 million and $1.8
million during the three months ended September 30, 1999 and 1998, respectively.
Corporate general and administrative expenses increased because certain
non-recurring legal fees were incurred during the three months ended September
30, 1999.
INTEREST AND OTHER INCOME
Interest and other income totaled $427,000 and $437,000 during the three
months ended September 30, 1999 and 1998, respectively, and primarily include
interest earned on cash and cash equivalents.
INTEREST AND OTHER EXPENSE
Interest and other expense totaled $13.7 million and $10.7 million during
the three months ended September 30, 1999 and 1998, respectively. The increase
in interest expense was primarily the result of an increase in the average cost
of borrowing to 10.2% during the three months ended September 30, 1999, from
7.5% during the three months ended September 30, 1998.
MINORITY INTEREST
Minority interest totaled $64,000 and $(235,000) during the three months
ended September 30, 1999 and 1998, respectively. Minority interest for each
period presented represents minority shareholders' proportionate share of the
equity in Decoma.
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EBITDA
EBITDA represents earnings before interest expense, income taxes,
depreciation, amortization and minority interest. EBITDA loss totaled $9.0
million and $1.7 million during the three months ended September 30, 1999 and
1998, respectively. The increase in the EBITDA loss was primarily due to the
buyout of certain Panther players' contracts, the incurrence of certain
non-recurring legal fees and lower entertainment and sports revenue. EBITDA and
Adjusted EBITDA (see below) are used by management and certain investors as
indicators of the Company's historical ability to service debt, to sustain
potential future increases in debt and to satisfy capital requirements. However,
neither EBITDA nor Adjusted EBITDA is intended to represent cash flows for the
period. In addition, they have not been presented as alternatives to either (a)
operating income (as determined by GAAP) as an indicator of operating
performance or (b) cash flows from operating, investing and financing activities
(as determined by GAAP) and are thus susceptible to varying calculations. EBITDA
as presented may not be comparable to other similarly titled measures of other
companies.
ADJUSTED EBITDA
Adjusted EBITDA represents EBITDA plus the amount of net membership fees
deferred during the period. The net membership fees deferred during the period
represents the quarterly change in deferred revenue arising from the Premier
Club at the Boca Raton Resort and Club and Grande Oaks Golf Club. Adjusted
EBITDA loss totaled $7.1 million and $458,000 during the three months ended
September 30, 1999 and 1998, respectively. The increase in the Adjusted EBITDA
loss during the three months ended September 30, 1999 compared to the three
months ended September 30, 1998 was attributable to the factors discussed in the
preceding paragraph, partially offset by higher Premier Club sales during the
three months ended September 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased to $10.1 million at September 30, 1999,
from $10.2 million at June 30, 1999. The major components of the change are
discussed below.
Net Cash Provided by Operating Activities
Net cash provided by operating activities totaled $32.6 million and $16.5
million during the three months ended September 30, 1999 and 1998, respectively.
The increase in cash flow from operations from September 30, 1998 to September
30, 1999 was primarily the result of receiving more cash from advance customer
deposits for stays at the Company's resorts, greater Premier Club membership
sales and higher advance Panther ticket sales during the three months ended
September 30, 1999.
Net Cash Used in Investing Activities
Net cash used in investing activities amounted to $26.8 million and $52.4
million during the three months ended September 30, 1999 and 1998, respectively.
Capital expenditures decreased by $26.6 million to $20.8 million during the
three months ended September 30, 1999, compared to $47.4 million during the
three months ended September 30, 1998. During the three months ended September
30, 1999, the Company spent approximately $9.4 million at the Boca Raton Resort
and Club relating to additional guest parking and commencement of a luxury
guestroom renovation, $4.5 million on golf related improvements to a land parcel
located in Naples, Florida and $3.3 million on the acquisition of commercial
property located near the Company's Fort Lauderdale resorts. Other capital
spending during the three months ended September 30, 1999 related primarily to
recurring furniture, fixture and equipment improvements at the Company's
resorts.
During the three months ended September 30, 1998, the Company spent $28.6
million on the acquisition of land in Naples and Plantation, Florida. The
Company plans to use the parcels to construct additional recreational amenities,
including golf facilities, that would be available to guests of its Naples' and
Fort
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Lauderdale resorts as well as Premier Club members. Other capital spending
during the three months ended September 30, 1998 related to the completion of
the Grande Oaks Golf Club in Fort Lauderdale, construction of the 122 guestroom
addition at the Arizona Biltmore Hotel (which was completed in September 1999)
and other recurring furniture, fixture and equipment improvements at the
Company's resorts.
Under covenants to a senior note payable secured by the Boca Raton Resort
and Club, the Company is required to deposit excess operating cash into reserve
accounts which are accumulated and restricted to support future debt service,
facility expansion, furniture, fixture and equipment replacement and real estate
tax payments. Additionally, the Company's loan agreement for the Arizona
Biltmore Hotel requires the maintenance of customary capital expenditure reserve
funds for the replacement of assets. These reserve funds are classified as
restricted cash on the Consolidated Balance Sheets. The entertainment and sports
business also maintains restricted cash relating to the operation of the
National Car Rental Center which is released to the Company on a quarterly
basis. Restricted cash increased by $2.0 million during the three months ended
September 30, 1999, compared to an increase of $4.9 million during the three
months ended September 30, 1998.
Cash Provided By (Used In) Financing Activities
Net cash used in financing activities amounted to $6.0 million during the
three months ended September 30, 1999. Net cash provided by financing activities
totaled $10.1 million during the three months ended September 30, 1998. Cash
flows for each period primarily represent borrowings under credit facilities,
net of the repayment of indebtedness.
Capital Resources
The Company's capital resources are provided from both internal and
external sources. The primary capital resources from internal operations include
revenue from (1) room rentals, food and beverage sales, retail sales and golf,
tennis, marina and conference services at the resorts (2) Premier Club
memberships at the Boca Raton Resort and Club and Grande Oaks Golf Club and (3)
ticket, broadcasting, sponsorship, arena operations and other revenue derived
from ownership of the Panthers. The primary external sources of liquidity have
been the issuance of equity and debt securities and borrowing under term loans
and lines-of-credit.
During the fourth quarter of the prior fiscal year, management refinanced
all of the Company's short-term indebtedness. In April 1999, the Company issued
$340.0 million aggregate principal amount of 9.875% senior subordinated notes
due April 15, 2009 in a private placement offering. In addition, the Company
obtained a new three-year, secured credit facility in the amount of $146 million
and repaid its indebtedness under its $35 million credit facility. As of
September 30, 1999, the Company had aggregate availability of $139.2 million
under its two lines-of-credit. As a result of this availability and expected
cash from operations, management believes the Company has sufficient funds to
make its planned capital expenditures and support on-going operations, including
meeting debt service obligations.
FINANCIAL CONDITION
Significant changes in balance sheet data from June 30, 1999 to September
30, 1999 are discussed below.
Other Current Assets
Other current assets increased to $8.9 million at September 30, 1999, from
$6.4 million at June 30, 1999. The increase in other current assets at September
30, 1999 primarily relates to various prepaid expenses such as insurance and
travel, along with advances to concert promoters for scheduled upcoming
performances at the National Car Rental Center.
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Property and Equipment
Property and equipment increased to $1.05 billion at September 30, 1999,
from $1.03 billion at June 30, 1999. See discussion of capital spending under
"Cash Used in Investing Activities - Capital Expenditures".
Intangible Assets
Intangible assets increased to $120.0 million at September 30, 1999, from
$116.4 million at June 30, 1999. The increase relates to additional purchase
price for the Arizona Biltmore Hotel (See Note 5).
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses increased to $72.1 million at
September 30, 1999, from $57.2 million at June 30, 1999. The Company's trade
payables tend to increase as the Company moves closer to peak operating season
for its businesses.
Current Portion of Deferred Revenue
Current portion of deferred revenue increased to $70.4 million at September
30, 1999, from $27.6 million at June 30, 1999. Approximately $30.8 million of
the increase relates to deposits for advance suite and seat sales at the
National Car Rental Center. Additionally, approximately $9.2 million of the
increase related to advance deposits for customer stays and receipts of
membership fees and annual dues of the Premier Club at the Boca Raton Resort and
Club. The membership fees are recognized as revenue over the estimated life of
the membership. The annual dues will be recognized as revenue ratably over the
membership year, which commenced on October 1.
YEAR 2000
The Year 2000 ("Y2K") issue is the result of computer programs being
written using two digits rather than four to define the applicable year.
Computer programs that have date-sensitive software may recognize a date using
00 as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of operations.
The Company has completed an assessment relative to the modification or
replacement of portions of its software so that its computer systems will
function properly with respect to dates in the year 2000 and thereafter. The
Company has also reviewed its non-information technology systems with respect to
Y2K issues. In addition, communication with third parties has been undertaken to
determine the extent to which the Company's interface systems are vulnerable to
those third parties' failure to remediate their own Y2K issues. The Y2K
remediation project is substantially complete with a total project cost of
approximately $500,000.
The Company can give no guarantee that the systems of other companies on
which the Company's systems rely will be remedied for the Y2K issue on time or
that a failure to remedy the problem by another company would not have a
material adverse effect on the Company.
FORWARD LOOKING STATEMENTS
Some of the information in this report may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may", "will", "expect", "anticipate", "estimate",
"continue" or other similar words. These statements discuss future expectations,
contain projections of results of operations or of financial condition or state
other "forward-looking" information. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this report. The risk factors include certain known and unknown
risks and uncertainties, and could cause the Company's actual results to differ
materially from those contained in any forward looking statement.
These risk factors include, among others, the Company's ability to obtain
financing on acceptable terms to meet operating expenses and finance its growth,
competition in the Company's principal businesses, the
11
<PAGE> 13
Company's ability to integrate and successfully operate acquired businesses and
the risks associated with these businesses, the Company's ability to develop and
implement operational and financial systems to manage rapidly growing
operations, the Company's limited history of operations in the leisure and
recreation business, the Company's dependence on key personnel and the Company's
ability to properly assess and capitalize on future business opportunities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
12
<PAGE> 14
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
With regard to the Allied Minority Contractors Association, Inc. litigation
disclosed in the Company's Annual Report on Form 10-K for the year ended June
30, 1999, the Broward County Plaintiffs have not sought further review from the
Florida Supreme Court. Accordingly, the August 18, 1999 ruling by the Fourth
District Court of Appeal of the State of Florida is final.
With regard to the purported class action lawsuit which alleged violations
of Sections 10(b) and 20A of the Securities Exchange Act of 1934, as amended, on
October 6, 1999 the court dismissed all claims against all defendants, with
prejudice.
There have been no other material changes in the status of legal
proceedings as described under Part I, Item 3 to the Company's Annual Report on
Form 10-K for the year ended June 30, 1999.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on September 28, 1999
indicating a change in the name of the Company to Boca Resorts, Inc. from
Florida Panthers Holdings, Inc.
13
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Boca Resorts, Inc.
<TABLE>
<S> <C>
Date: November 11, 1999 By: /s/ WILLIAM M. PIERCE
----------------------------------------------------
William M. Pierce
Senior Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ STEVEN M. DAURIA
----------------------------------------------------
Steven M. Dauria
Vice President and Corporate Controller
(Principal Accounting Officer)
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 56,867
<SECURITIES> 0
<RECEIVABLES> 35,243
<ALLOWANCES> 0
<INVENTORY> 8,224
<CURRENT-ASSETS> 102,482
<PP&E> 1,046,263
<DEPRECIATION> 54,735
<TOTAL-ASSETS> 1,307,862
<CURRENT-LIABILITIES> 168,375
<BONDS> 340,000
0
0
<COMMON> 406
<OTHER-SE> 459,437
<TOTAL-LIABILITY-AND-EQUITY> 1,307,862
<SALES> 54,098
<TOTAL-REVENUES> 54,525
<CGS> 37,245
<TOTAL-COSTS> 37,245
<OTHER-EXPENSES> 34,592
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,722
<INCOME-PRETAX> (31,034)
<INCOME-TAX> 0
<INCOME-CONTINUING> (31,034)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,034)
<EPS-BASIC> (0.76)
<EPS-DILUTED> (0.76)
</TABLE>
