<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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 DECEMBER 31, 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 February 10, 2000, 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>
DECEMBER 31, JUNE 30,
1999 1999
------------ ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 4,672 $ 10,222
Restricted cash........................................... 26,980 44,830
Accounts receivable, net.................................. 34,608 24,349
Inventory................................................. 9,142 7,295
Current portion of Premier Club notes receivable.......... 3,819 3,427
Other current assets...................................... 6,103 6,368
---------- ----------
Total current assets.............................. 85,324 96,491
Property and equipment, net................................. 1,059,198 1,032,497
Intangible assets, net...................................... 119,242 116,427
Long-term portion of Premier Club notes receivable, net..... 6,709 7,073
Other assets................................................ 30,588 32,416
---------- ----------
Total assets...................................... $1,301,061 $1,284,904
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 58,324 $ 57,178
Current portion of deferred revenue....................... 50,360 27,581
Current portion of lines-of-credit and notes payable...... 34,886 26,500
Other current liabilities................................. 4,862 4,965
---------- ----------
Total current liabilities......................... 148,432 116,224
Lines-of-credit and notes payable........................... 226,117 217,605
Premier Club refundable membership fees..................... 61,863 62,903
Other non-current liabilities............................... 20,695 17,211
Deferred income taxes....................................... 38,755 38,857
Senior subordinated notes payable........................... 340,000 340,000
Minority interest........................................... 1,844 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 December 31, 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
December 31, 1999 and June 30, 1999.................... 3 3
Contributed capital....................................... 486,997 486,421
Retained earnings (accumulated deficit)................... (24,051) 3,450
---------- ----------
Total shareholders' equity........................ 463,355 490,280
---------- ----------
Total liabilities and shareholders' equity........ $1,301,061 $1,284,904
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
1
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BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Revenue:
Leisure and recreation.................................... $ 91,478 $ 80,233
Entertainment and sports.................................. 23,159 24,816
-------- --------
Total revenue..................................... 114,637 105,049
Operating expenses:
Cost of leisure and recreation services................... 40,912 35,485
Cost of entertainment and sports services................. 20,841 18,736
Selling, general and administrative expenses.............. 27,479 22,824
Amortization and depreciation............................. 8,697 7,552
-------- --------
Total operating expenses.......................... 97,929 84,597
-------- --------
Operating income............................................ 16,708 20,452
Interest and other income................................... 499 1,033
Interest and other expense.................................. (13,661) (12,554)
Minority interest........................................... (13) 55
-------- --------
Net income.................................................. $ 3,533 $ 8,986
======== ========
Net income per share -- basic and diluted................... $ 0.09 $ 0.26
======== ========
Shares used in computing net income per share -- basic...... 40,861 35,145
======== ========
Shares used in computing net income per share -- diluted.... 40,876 35,145
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Revenue:
Leisure and recreation.................................... $142,896 $128,872
Entertainment and sports.................................. 25,840 28,455
-------- --------
Total revenue..................................... 168,736 157,327
Operating expenses:
Cost of leisure and recreation services................... 70,629 63,042
Cost of entertainment and sports services................. 28,368 22,161
Selling, general and administrative expenses.............. 53,711 46,226
Amortization and depreciation............................. 17,114 15,031
-------- --------
Total operating expenses.......................... 169,822 146,460
-------- --------
Operating income (loss)..................................... (1,086) 10,867
Interest and other income................................... 917 1,470
Interest and other expense.................................. (27,383) (23,217)
Minority interest........................................... 51 (180)
-------- --------
Net loss.................................................... $(27,501) $(11,060)
======== ========
Net loss per share -- basic and diluted..................... $ (0.67) $ (0.31)
======== ========
Shares used in computing net loss per share -- basic and
diluted................................................... 40,861 35,145
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Operating activities:
Net loss.................................................. $(27,501) $(11,060)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Amortization and depreciation........................ 17,114 15,031
Income applicable to minority interest............... (51) 180
Imputed interest on indebtedness with no stated
rate................................................ 1,120 --
Changes in operating assets and liabilities:
Accounts receivable.................................. (10,259) (3,247)
Other assets......................................... 26 (8,333)
Accounts payable and accrued expenses................ 1,146 4,061
Deferred revenue and other liabilities............... 25,018 26,934
-------- --------
Net cash provided by operating activities......... 6,613 23,566
-------- --------
Investing activities:
Amounts paid in connection with the acquisition of the
Arizona Biltmore Hotel................................. (4,018) --
Capital expenditures...................................... (41,489) (61,781)
Change in restricted cash................................. 17,850 4,506
-------- --------
Net cash used in investing activities............. (27,657) (57,275)
-------- --------
Financing activities:
Proceeds from borrowing under credit facilities........... 27,137 131,838
Payments on notes payable and lines-of-credit............. (11,753) (122,378)
Proceeds from exercise of stock options................... 47 20
Increase in (distribution to) minority interests.......... 71 (115)
Other..................................................... (8) --
-------- --------
Net cash provided by financing activities......... 15,494 9,365
-------- --------
Decrease in cash and cash equivalents............. (5,550) (24,344)
Cash and cash equivalents, at beginning of period........... 10,222 37,228
-------- --------
Cash and cash equivalents, at end of period................. $ 4,672 $ 12,884
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
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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 and six month periods ended December 31, 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 Company also owns and operates two championship golf courses named
Grande Oaks Golf Club (Davie, Florida) and Naples Grande Golf Club (Naples,
Florida).
The entertainment and sports business primarily includes the operations of
the Florida Panthers Hockey Club (the "Panthers"), a National Hockey League
("NHL") franchise 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 (a multi-purpose
sports and entertainment complex), 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.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------ ----------------
1999 1998 1999 1998
------- ------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Basic weighted average shares outstanding......... 40,861 35,145 40,861 35,145
Stock options..................................... 15 -- -- --
------ ------ ------ ------
Diluted weighted average shares outstanding....... 40,876 35,145 40,861 35,145
====== ====== ====== ======
</TABLE>
5
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BOCA RESORTS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
4. INCOME TAXES
No income tax benefit was recorded during the six months ended December 31,
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 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.
6
<PAGE> 8
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 for the
year ended June 30, 1999 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 and six months ended December 31 (in 000's).
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------- --------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Leisure and recreation.......................... $ 91,478 $ 80,233 $142,896 $128,872
Entertainment and sports........................ 23,159 24,816 25,840 28,455
-------- -------- -------- --------
Total revenue........................... 114,637 105,049 168,736 157,327
Operating expenses:
Cost of services:
Cost of leisure and recreation services...... 40,912 35,485 70,629 63,042
Cost of entertainment and sports services.... 20,841 18,736 28,368 22,161
Selling, general and administrative expenses:
Leisure and recreation....................... 22,055 18,040 42,390 37,209
Entertainment and sports..................... 2,899 2,490 5,398 4,912
Corporate.................................... 2,524 2,294 5,923 4,105
Amortization and depreciation:
Leisure and recreation....................... 8,182 6,833 16,082 13,367
Entertainment and sports..................... 478 691 956 1,604
Corporate.................................... 38 28 76 60
-------- -------- -------- --------
Total operating expenses................ 97,929 84,597 169,822 146,460
-------- -------- -------- --------
Operating income (loss):
Leisure and recreation....................... 20,329 19,875 13,795 15,254
Entertainment and sports..................... (1,059) 2,899 (8,882) (222)
Corporate.................................... (2,562) (2,322) (5,999) (4,165)
-------- -------- -------- --------
Total operating income (loss)........... 16,708 20,452 (1,086) 10,867
Interest and other income......................... 499 1,033 917 1,470
Interest and other expense........................ (13,661) (12,554) (27,383) (23,217)
Minority interest................................. (13) 55 51 (180)
-------- -------- -------- --------
Net income (loss)................................. $ 3,533 $ 8,986 $(27,501) $(11,060)
======== ======== ======== ========
EBITDA:
Leisure and recreation....................... $ 28,822 $ 27,688 $ 30,531 $ 29,922
Entertainment and sports..................... (511) 3,613 (7,821) 1,471
Corporate.................................... (2,406) (2,264) (5,765) (4,025)
-------- -------- -------- --------
Total................................... $ 25,905 $ 29,037 $ 16,945 $ 27,368
======== ======== ======== ========
Adjusted EBITDA:
Leisure and recreation....................... $ 31,098 $ 30,235 $ 34,699 $ 33,644
Entertainment and sports..................... (511) 3,613 (7,821) 1,471
Corporate.................................... (2,406) (2,264) (5,765) (4,025)
-------- -------- -------- --------
Total................................... $ 28,181 $ 31,584 $ 21,113 $ 31,090
======== ======== ======== ========
</TABLE>
7
<PAGE> 9
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 primarily because the
NHL regular season begins in October and ends 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 income was $3.5 million and $9.0 million for the three months ended
December 31, 1999 and 1998, respectively. Net loss totaled $27.5 million and
$11.1 million during the six months ended December 31, 1999 and 1998,
respectively. The decrease in operating results for the three and six months
ended December 31, 1999 compared to the same periods in 1998 was primarily due
to the following: lower ticket revenue derived from Panthers home games caused
by decreased paid attendance, increased player salary costs primarily due to the
buyout of certain players' contracts, increased interest expense resulting
primarily from a higher cost of capital, additional depreciation on 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 $91.5 million and $80.2 million
during the three months ended December 31, 1999 and 1998, respectively, and
$142.9 million and $128.9 million during the six months ended December 31, 1999
and 1998, respectively. The increase in revenue during the three and six months
ended December 31, 1999 compared to the same periods in 1998 was the result of
an increase in the average daily rate ("ADR"), occupancy and total available
rooms (due to the completion of a 122 guestroom addition at the Arizona Biltmore
Hotel in September 1999) coupled with an increase in other non-room related
sources of revenue.
ADR for the Company's resort portfolio increased to $209.47 during the
three months ended December 31, 1999, from $194.72 during the three months ended
December 31, 1998. ADR increased to $169.98 during the six months ended December
31, 1999, from $158.19 during the six months ended December 31, 1998. Occupancy
for the Company's resort portfolio increased to 65.0% during the three months
ended December 31, 1999, from 63.8% during the three months ended December 31,
1998. Occupancy increased to 62.6% during the six months ended December 31,
1999, from 61.4% during the six months ended December 31, 1998. Accordingly,
room revenue per available room ("RevPar") increased to $136.23 during the three
months ended December 31, 1999, from $124.20 during the three months ended
December 31, 1998. RevPar increased to $106.36 during the six months ended
December 31, 1999, from $91.17 during the six months ended December 31, 1998.
Approximately 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 December 31, 1999
increased to $54.4 million, compared to $47.8 million during the three months
ended December 31, 1998. Accordingly, total revenue per available room increased
to $335.76 during the three months ended December 31, 1999, from $306.92 during
the three months ended December 31, 1998. Non-room revenue during the six months
ended December 31, 1999 increased to $85.9 million, compared to $78.0 million
during the six months ended December 31, 1998. Accordingly, total revenue per
available room increased to $266.57 during the six months ended December 31,
1999, from $246.28 during the six months ended December 31, 1998.
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<PAGE> 10
Operating Expenses
Cost of leisure and recreation services totaled $40.9 million or 45% of
revenue during the three months ended December 31, 1999, compared to $35.5
million or 44% of revenue during the three months ended December 31, 1998. Cost
of leisure and recreation services totaled $70.6 million or 49% of revenue
during the six months ended December 31, 1999, compared to $63.0 million or 49%
of revenue during the six months ended December 31, 1998. The increase in costs
of services was relatively proportionate with the increase in revenue during the
three and six months ended December 31, 1999, compared to the prior year
periods. 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 $22.1 million or 24% of revenue during the three
months ended December 31, 1999, compared to $18.0 million or 22% of revenue
during the three months ended December 31, 1998. S,G&A of the leisure and
recreation business totaled $42.4 million or 30% of revenue during the six
months ended December 31, 1999, compared to $37.2 million or 29% of revenue
during the six months ended December 31, 1998. S,G&A expenses as a percent of
revenue increased during the three and six months ended December 31, 1999,
compared to the three and six months ended December 31, 1998 because certain
inefficiencies were experienced during the current year as a result of business
interruption from the threat of hurricanes not covered by insurance and because
certain professional fees increased during the three and six months ended
December 31, 1999. In addition, Grande Oaks Golf Club had not yet achieved scale
(the club has been operational for just six months). 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.
Amortization and depreciation expense for the leisure and recreation
business was $8.2 million and $6.8 million during the three months ended
December 31, 1999 and 1998, respectively. Amortization and depreciation expense
for the leisure and recreation business was $16.1 million and $13.4 million
during the six months ended December 31, 1999 and 1998, respectively. The
increase during the three and six months ended December 31, 1999, compared to
the three and six months ended December 31, 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 and a
122 guestroom addition at the Arizona Biltmore Hotel.
Operating Income
Operating income for the leisure and recreation business totaled $20.3
million and $19.9 million during the three months ended December 31, 1999 and
1998, respectively. The significant increase in leisure and recreation revenue
during the three months ended December 31, 1999 was partially offset by a
proportionate increase in certain variable costs as well as higher depreciation
and amortization. Operating income for the leisure and recreation business
totaled $13.8 million and $15.3 million during the six months ended December 31,
1999 and 1998, respectively. The decrease in operating income was primarily the
result of additional depreciation and amortization expense during the six months
ended December 31, 1999.
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 loss for
the entertainment and sports business totaled $1.1 million during the three
months ended December 31, 1999, compared to operating income of $2.9 million
during the three months ended December 31, 1998. The decrease in operating
results during the three months ended December 31, 1999, compared to the three
months ended December 31, 1998 was primarily attributable to lower ticket
revenue derived from Panthers home games caused by decreased paid attendance and
higher Panthers players' salary costs. Panthers home game paid attendance has
risen in late January and early February 2000 as the team continues to lead its
division and play strongly. Operating losses totaled $8.9 million and $222,000
for the six months ended December 31, 1999 and 1998, respectively. The increase
in operating loss during the six months ended December 31, 1999, compared to the
9
<PAGE> 11
six months ended December 31, 1998 was primarily the result of lower ticket
revenue and higher Panthers players' salary costs resulting primarily from the
buyout of certain players' contracts.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES
Corporate general and administrative expenses totaled $2.5 million and $2.3
million during the three months ended December 31, 1999 and 1998, respectively,
and $5.9 million and $4.1 million during the six months ended December 31, 1999
and 1998, respectively. Corporate general and administrative expenses increased
primarily because certain non-recurring legal fees were incurred during the
first quarter of the current year.
INTEREST AND OTHER INCOME
Interest and other income totaled $499,000 and $1.0 million during the
three months ended December 31, 1999 and 1998, respectively, and $917,000 and
$1.5 million during the six months ended December 31, 1999 and 1998,
respectively. Interest and other income primarily include interest earned on
cash and cash equivalents which decreased over the comparable periods of the
prior year resulting in the decrease of interest and other income during the
three and six months ended December 31, 1999.
INTEREST AND OTHER EXPENSE
Interest and other expense totaled $13.7 million and $12.6 million during
the three months ended December 31, 1999 and 1998, respectively, and $27.4
million and $23.2 million during the six months ended December 31, 1999 and
1998, respectively. The increase in interest expense (which includes the
amortization of debt issuance costs) during the three months ended December 31,
1999 was primarily the result a $32.9 million increase in the average
indebtedness during the three months ended December 31, 1999. The increase in
interest expense during the six months ended December 31, 1999 was primarily the
result of an increase in the average cost of borrowing to 10.1% during the six
months ended December 31, 1999, from 9.1% during the six months ended December
31, 1998. In addition, the average indebtedness increased by $21.2 million
during the six months ended December 31, 1999 from the six months ended December
31, 1998.
MINORITY INTEREST
Minority interest for each period presented represents minority
shareholders' proportionate share of the equity in Decoma Miami Associates,
Ltd., the entity that manages the operations of the Miami Arena.
EBITDA
EBITDA represents earnings before interest expense, income taxes,
depreciation, amortization and minority interest. EBITDA totaled $25.9 million
and $29.0 million during the three months ended December 31, 1999 and 1998,
respectively, and $16.9 million and $27.4 million during the six months ended
December 31, 1999 and 1998, respectively. The decrease in EBITDA during the
three and six months ended December 31, 1999 was primarily due to lower ticket
revenue derived from Panthers home games, increased player salary costs
resulting primarily from the buyout of certain players contracts and the
recognition of certain non-recurring legal fees. 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.
10
<PAGE> 12
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 totaled $28.2 million and $31.6 during the three months ended December
31, 1999 and 1998, respectively, and $21.1 million and $31.1 million during the
six months ended December 31, 1999 and 1998, respectively. The decrease in
Adjusted EBITDA during the three and six months ended December 31, 1999,
compared to the three and six months ended December 31, 1998 was primarily
attributable to the factors accounting for the decrease in EBITDA discussed in
the preceding paragraph.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased to $4.7 million at December 31, 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 $6.6 million and $23.6
million during the six months ended December 31, 1999 and 1998, respectively. In
addition to making a semi-annual interest payment in the amount of $16.8 million
on its 9.875% senior subordinated notes (which were issued in April 1999), the
Company received less cash flow from the entertainment and sports segment during
the six months ended December 31, 1999, compared to the six months ended
December 31, 1998. The reduction in net cash provided by operating activities as
a result of these events was partially offset by more cash flow from the
Company's leisure and recreation business during the six months ended December
31, 1999 than during the six months ended December 31, 1998.
Net Cash Used in Investing Activities
Net cash used in investing activities amounted to $27.7 million and $57.3
million during the six months ended December 31, 1999 and 1998, respectively.
Capital expenditures decreased by $20.3 million to $41.5 million during the
six months ended December 31, 1999, compared to $61.8 million during the six
months ended December 31, 1998. The Company spent approximately $18.4 million at
the Boca Raton Resort and Club relating to additional parking and commencement
of a luxury guestroom renovation, $13.5 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 during
the six months ended December 31, 1999. Other capital spending during the six
months ended December 31, 1999 related primarily to recurring furniture, fixture
and equipment improvements at the Company's resorts.
During the six months ended December 31, 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 Lauderdale resorts as well as Premier Club members. Other capital spending
during the six months ended December 31, 1998 related to the completion of
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 certain amounts into reserve
accounts which are accumulated and restricted to support future debt service,
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 and real estate tax payments. 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 could be released
11
<PAGE> 13
to the Company on a quarterly basis. Restricted cash decreased by $17.9 million
during the six months ended December 31, 1999, compared to a decrease of $4.5
million during the six months ended December 31, 1998. The significant decrease
in restricted cash during the six months ended December 31, 1999 was primarily
attributable to the use of funds for facility development at the Boca Raton
Resort and Club.
Cash Provided By Financing Activities
Net cash used in financing activities amounted to $15.5 million during the
six months ended December 31, 1999. Net cash provided by financing activities
totaled $9.4 million during the six months ended December 31, 1998. Cash flows
for each period primarily represent borrowings under credit facilities, net of
the repayment of indebtedness. Included in the figures reported for the six
months ended December 31, 1998, are borrowings of $99.8 million under a secured
short-term credit agreement and repayments of $99.8 million under a seller note
payable originated in connection with the acquisition of the Arizona Biltmore
Hotel.
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 $146.0
million. As of December 31, 1999, the Company had aggregate availability of
$118.7 million under two lines-of-credit. In addition, the Company has a
construction loan due in January 2001 in the amount of $11.7 million that is
being used to finance the development of a championship golf course in Naples,
Florida. 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 December
31, 1999 are discussed below.
Restricted Cash
Restricted cash decreased to $27.0 million at December 31, 1999, from $44.8
million at June 30, 1999. The decrease in restricted cash was primarily
attributable to the use of previously restricted amounts pursuant to the terms
of a loan agreement for facility development at the Boca Raton Resort and Club.
Accounts Receivable
Accounts receivable increased to $34.6 at December 31, 1999, from $24.3
million at June 30, 1999. Approximately $7.6 million of the increase relates to
the leisure and recreation business where it is customary for trade receivables
to increase as the peak season approaches. The remaining increase relates to the
hockey team where receivables tend to be higher during the regular playing
season, which extends from October to April.
Property and Equipment
Property and equipment increased to $1.06 billion at December 31, 1999,
from $1.03 billion at June 30, 1999. See discussion of capital expenditures
under "Net Cash Used in Investing Activities".
12
<PAGE> 14
Intangible Assets
Intangible assets increased to $119.2 million at December 31, 1999, from
$116.4 million at June 30, 1999. The increase relates to additional purchase
price paid for the Arizona Biltmore Hotel in August 1999, net of amortization.
Current Portion of Deferred Revenue
Current portion of deferred revenue increased to $50.4 million at December
31, 1999, from $27.6 million at June 30, 1999. Approximately $12.1 million of
the increase relates to deposits for advance suite and seat sales at the
National Car Rental Center. Additionally, approximately $10.7 million of the
increase related to advance deposits for customer stays at the Company's resorts
and receipt of membership fees and annual dues of the Premier 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 Company has completed implementation of its Year 2000 ("Y2K")
remediation plan on a timely basis and such remediation plan as implemented
addresses all mission critical systems. The Company is not aware of any adverse
effects of Y2K issues on the Company, including its systems and operations. The
Company has no information that indicates that: a significant vendor may be
unable to sell to the Company, a significant customer may be unable to purchase
from the Company, or a significant service provider may be unable to provide
services to the Company because of year 2000 compliance problems.
However, because the Company's continued Y2K compliance in calendar 2000 is
in part dependent on the continued Y2K compliance of third parties, there can be
no assurance that the Company's efforts alone have resolved all Y2K issues or
that key third parties will not experience Y2K compliance failures as calendar
year 2000 progresses.
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 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.
13
<PAGE> 15
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 lawsuits that alleged violations
of Sections 10(b) and 20A of the Securities Exchange Act of 1934, as amended,
the respective courts have 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 AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders held on November 15, 1999, the
shareholders voted to elect the directors named in the proxy materials dated
October 1, 1999 and amend the 1996 Stock Option Plan. The results of the voting
were as follows:
<TABLE>
<CAPTION>
WITHHELD/
FOR ABSTAIN NON-VOTE TOTAL(1)
------------- --------- ---------- -------------
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS:
Steven R. Berrard................. 2,571,809,181 2,494,170 14,157,751 2,588,461,102
Dennis J. Callaghan............... 2,571,831,796 2,471,555 14,157,751 2,588,461,102
Ezzat Coutry...................... 2,571,831,492 2,471,859 14,157,751 2,588,461,102
Michael S. Egan................... 2,571,831,593 2,471,758 14,157,751 2,588,461,102
Harris W. Hudson.................. 2,571,829,270 2,474,081 14,157,751 2,588,461,102
H. Wayne Huizenga................. 2,571,821,133 2,482,218 14,157,751 2,588,461,102
George D. Johnson, Jr............. 2,571,829,377 2,473,974 14,157,751 2,588,461,102
Henry Latimer..................... 2,571,831,686 2,471,665 14,157,751 2,588,461,102
Richard C. Rochon................. 2,571,809,587 2,493,764 14,157,751 2,588,461,102
AMEND STOCK OPTION PLAN............. 2,567,256,576 1,719,906 19,484,620 2,588,461,102
</TABLE>
- ---------------
(1) Each share of Class A Common Stock is entitled to one vote and each share of
Class B Common Stock is entitled to 10,000 votes.
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
None.
14
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C>
BOCA RESORTS, INC.
Date: February 11, 2000 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>
15
<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> DEC-31-1999
<CASH> 31,652
<SECURITIES> 0
<RECEIVABLES> 45,136
<ALLOWANCES> 0
<INVENTORY> 9,142
<CURRENT-ASSETS> 85,324
<PP&E> 1,059,198
<DEPRECIATION> 62,513
<TOTAL-ASSETS> 1,301,061
<CURRENT-LIABILITIES> 148,432
<BONDS> 340,000
0
0
<COMMON> 409
<OTHER-SE> 462,946
<TOTAL-LIABILITY-AND-EQUITY> 1,301,061
<SALES> 168,736
<TOTAL-REVENUES> 169,653
<CGS> 98,997
<TOTAL-COSTS> 70,774
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 27,383
<INTEREST-EXPENSE> (27,501)
<INCOME-PRETAX> 0
<INCOME-TAX> 27,383
<INCOME-CONTINUING> (27,501)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,501)
<EPS-BASIC> (0.67)
<EPS-DILUTED> (0.67)
</TABLE>
