<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
<TABLE>
<C> <S>
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
</TABLE>
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.)
</TABLE>
<TABLE>
<S> <C>
501 EAST CAMINO REAL 33432
BOCA RATON, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
Registrant's telephone number, including area code: (561) 447-5300
Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report:
450 E. LAS OLAS BOULEVARD, FORT LAUDERDALE, FLORIDA 33301
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 May 11, 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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<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
2000 1999
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 16,474 $ 10,222
Restricted cash........................................... 23,558 44,830
Accounts receivable, net.................................. 47,685 24,349
Inventory................................................. 8,895 7,295
Current portion of Premier Club notes receivable.......... 3,853 3,427
Other current assets...................................... 5,489 6,368
---------- ----------
Total current assets.............................. 105,954 96,491
Property and equipment, net................................. 1,062,090 1,032,497
Intangible assets, net...................................... 117,786 116,427
Long-term portion of Premier Club notes receivable, net..... 7,025 7,073
Other assets................................................ 27,614 32,416
---------- ----------
Total assets...................................... $1,320,469 $1,284,904
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 68,663 $ 57,178
Current portion of deferred revenue....................... 36,858 27,581
Current portion of lines-of-credit and notes payable...... 58,144 26,500
Other current liabilities................................. 7,064 4,965
---------- ----------
Total current liabilities......................... 170,729 116,224
Lines-of-credit and notes payable........................... 189,774 217,605
Premier Club refundable membership fees..................... 60,742 62,903
Other non-current liabilities............................... 22,027 17,211
Deferred income taxes....................................... 38,755 38,857
Senior subordinated notes payable........................... 340,000 340,000
Minority interest........................................... 1,927 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 March 31, 2000 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
March 31, 2000 and June 30, 1999....................... 3 3
Contributed capital....................................... 486,997 486,421
Retained earnings......................................... 9,109 3,450
---------- ----------
Total shareholders' equity........................ 496,515 490,280
---------- ----------
Total liabilities and shareholders' equity........ $1,320,469 $1,284,904
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Revenue:
Leisure and recreation.................................... $126,035 $114,656
Entertainment and sports.................................. 28,442 28,862
-------- --------
Total revenue..................................... 154,477 143,518
Operating expenses:
Cost of leisure and recreation services................... 44,618 40,720
Cost of entertainment and sports services................. 22,502 22,133
Selling, general and administrative expenses.............. 29,261 29,254
Amortization and depreciation............................. 9,339 8,156
-------- --------
Total operating expenses.......................... 105,720 100,263
-------- --------
Operating income............................................ 48,757 43,255
Interest and other income................................... 259 286
Interest and other expense.................................. (15,774) (17,399)
Minority interest........................................... (81) (114)
-------- --------
Net income.................................................. $ 33,161 $ 26,028
======== ========
Net income per share -- basic and diluted................... $ 0.81 $ 0.70
======== ========
Shares used in computing net income per share -- basic...... 40,861 37,022
======== ========
Shares used in computing net income per share -- diluted.... 40,861 37,061
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Revenue:
Leisure and recreation.................................... $268,931 $244,360
Entertainment and sports.................................. 54,282 57,317
-------- --------
Total revenue..................................... 323,213 301,677
Operating expenses:
Cost of leisure and recreation services................... 115,248 103,762
Cost of entertainment and sports services................. 50,871 44,294
Selling, general and administrative expenses.............. 82,977 76,312
Amortization and depreciation............................. 26,455 23,187
-------- --------
Total operating expenses.......................... 275,551 247,555
-------- --------
Operating income............................................ 47,662 54,122
Interest and other income................................... 1,184 1,756
Interest and other expense.................................. (43,157) (40,616)
Minority interest........................................... (30) (294)
-------- --------
Net income.................................................. $ 5,659 $ 14,968
======== ========
Net income per share -- basic and diluted................... $ 0.14 $ 0.42
======== ========
Shares used in computing net income per share -- basic...... 40,861 35,762
======== ========
Shares used in computing net income per share -- diluted.... 40,887 35,924
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31,
(IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Operating activities:
Net income................................................ $ 5,659 $ 14,968
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization and depreciation........................ 26,455 23,187
Income applicable to minority interest............... 30 294
Imputed interest on indebtedness with no stated
rate................................................ 1,634 643
Changes in operating assets and liabilities:
Accounts receivable.................................. (23,336) (18,480)
Other assets......................................... 4,071 1,219
Accounts payable and accrued expenses................ 11,485 15,979
Deferred revenue and other liabilities............... 13,929 607
-------- --------
Net cash provided by operating activities......... 39,927 38,417
-------- --------
Investing activities:
Amounts paid in connection with the acquisition of the
Arizona Biltmore Resort................................ (4,018) --
Capital expenditures...................................... (52,824) (75,634)
Change in restricted cash................................. 21,272 (263)
-------- --------
Net cash used in investing activities............. (35,570) (75,897)
-------- --------
Financing activities:
Proceeds from borrowing under credit facilities........... 33,304 152,802
Payments on notes payable and lines-of-credit............. (31,523) (178,255)
Proceeds from sale of common stock........................ -- 40,136
Proceeds from exercise of stock options................... 47 20
Increase in (distribution to) minority interests.......... 75 (115)
Other..................................................... (8) --
-------- --------
Net cash provided by financing activities......... 1,895 14,588
-------- --------
Increase (decrease) in cash and cash
equivalents...................................... 6,252 (22,892)
Cash and cash equivalents, at beginning of period........... 10,222 37,228
-------- --------
Cash and cash equivalents, at end of period................. $ 16,474 $ 14,336
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
BOCA RESORTS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited Condensed 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 material adjustments (including normal recurring accruals)
necessary for a fair presentation of the results for the interim periods
presented. The results of operations for the three and nine month periods ended
March 31, 2000 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. Certain prior period amounts have
been reclassified to conform to the current year presentation.
2. NATURE OF OPERATIONS
Boca Resorts, Inc. 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 Resort and Spa (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 newly developed
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
entertainment and sports 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 NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------ ------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Basic weighted average shares outstanding................. 40,861 37,022 40,861 35,762
Stock options............................................. -- 39 26 162
------ ------ ------ ------
Diluted weighted average shares outstanding............... 40,861 37,061 40,887 35,924
====== ====== ====== ======
</TABLE>
6
<PAGE> 7
BOCA RESORTS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. INCOME TAXES
No provision for income tax was recorded for the periods presented due to
an offsetting decrease in the Company's valuation allowance which totaled $2.2
million and $5.8 million for the nine months ended March 31, 2000 and 1999,
respectively. Realization of the future tax benefits relating to deferred tax
assets is dependent on many factors. Management has considered these factors in
reaching its conclusion as to the need for a valuation allowance for financial
reporting purposes.
5. WORKING CAPITAL
Historically, the Company's current liabilities generally have exceeded
current assets. This ratio is not indicative of a lack of liquidity as the
Company maintains a long-term revolving credit line that represents an
additional and immediate potential source of liquidity. See "Management's
Discussion and Analysis of Financial Condition -- Capital Resources".
7
<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 nine months ended March 31 (in 000's).
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Leisure and recreation.......................... $126,035 $114,656 $268,931 $244,360
Entertainment and sports........................ 28,442 28,862 54,282 57,317
-------- -------- -------- --------
Total revenue........................... 154,477 143,518 323,213 301,677
Operating expenses:
Cost of services:
Cost of leisure and recreation services...... 44,618 40,720 115,248 103,762
Cost of entertainment and sports services.... 22,502 22,133 50,871 44,294
Selling, general and administrative expenses:
Leisure and recreation....................... 24,085 23,838 66,475 61,879
Entertainment and sports..................... 2,526 2,696 7,924 7,608
Corporate.................................... 2,650 2,720 8,578 6,825
Amortization and depreciation:
Leisure and recreation....................... 8,822 7,419 24,905 20,786
Entertainment and sports..................... 462 708 1,419 2,312
Corporate.................................... 55 29 131 89
-------- -------- -------- --------
Total operating expenses................ 105,720 100,263 275,551 247,555
-------- -------- -------- --------
Operating income (loss):
Leisure and recreation....................... 48,510 42,679 62,303 57,933
Entertainment and sports..................... 2,952 3,325 (5,932) 3,103
Corporate.................................... (2,705) (2,749) (8,709) (6,914)
-------- -------- -------- --------
Total operating income.................. 48,757 43,255 47,662 54,122
Interest and other income......................... 259 286 1,184 1,756
Interest and other expense........................ (15,774) (17,399) (43,157) (40,616)
Minority interest................................. (81) (114) (30) (294)
-------- -------- -------- --------
Net income........................................ $ 33,161 $ 26,028 $ 5,659 $ 14,968
======== ======== ======== ========
EBITDA:
Leisure and recreation....................... $ 57,546 $ 50,306 $ 88,072 $ 80,227
Entertainment and sports..................... 2,344 4,057 (5,476) 5,528
Corporate.................................... (2,570) (2,666) (8,330) (6,690)
-------- -------- -------- --------
Total................................... $ 57,320 $ 51,697 $ 74,266 $ 79,065
======== ======== ======== ========
Adjusted EBITDA:
Leisure and recreation....................... $ 61,747 $ 50,918 $ 96,433 $ 84,562
Entertainment and sports..................... 2,344 4,057 (5,476) 5,528
Corporate.................................... (2,570) (2,666) (8,328) (6,690)
-------- -------- -------- --------
Total................................... $ 61,521 $ 52,309 $ 82,629 $ 83,400
======== ======== ======== ========
</TABLE>
8
<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 fiscal 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
fiscal year is generally higher than the first quarter, there can be no
assurance that this trend will continue 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 $33.2 million and $26.0 million for the three months ended
March 31, 2000 and 1999, respectively, and $5.7 million and $15.0 million for
the nine months ended March 31, 2000 and 1999, respectively. The increase in net
income for the three months ended March 31, 2000 versus the comparable period of
the prior year was attributable to an increase in leisure and recreation revenue
together with better profit margins for this business segment. The decrease in
operating results for the nine months ended March 31, 2000 compared to the same
period in 1999 was primarily due to the following: decreased entertainment and
sports revenue primarily because of lower ticket revenue derived from Panthers
home games, increased player salary costs primarily due to the buyout of certain
players' contracts, increased interest expense, additional depreciation on new
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 $126.0 million and $114.7 million
during the three months ended March 31, 2000 and 1999, respectively, and $268.9
million and $244.4 million during the nine months ended March 31, 2000 and 1999,
respectively. The increase in revenue during the three and nine months ended
March 31, 2000 compared to the same periods in 1999 was the result of an
increase in the average daily room rate ("ADR"), occupancy and total available
rooms (due to the completion of a 120 guestroom addition at the Arizona Biltmore
Resort and Spa in September 1999) coupled with an increase in other non-room
related revenue.
ADR for the Company's resort portfolio increased to $286.03 during the
three months ended March 31, 2000, from $282.30 during the three months ended
March 31, 1999. ADR increased to $215.31 during the nine months ended March 31,
2000, from $207.81 during the nine months ended March 31, 1999. Occupancy for
the Company's resort portfolio increased to 79.9% during the three months ended
March 31, 2000, from 79.2% during the three months ended March 31, 1999.
Occupancy increased to 68.4% during the nine months ended March 31, 2000, from
67.3% during the nine months ended March 31, 1999. Accordingly, room revenue per
available room ("RevPar") increased to $228.42 during the three months ended
March 31, 2000, from $223.69 during the three months ended March 31, 1999.
RevPar increased to $147.15 during the nine months ended March 31, 2000, from
$139.82 during the nine months ended March 31, 1999. The increase in ADR and
occupancy for the three and nine months ended March 31, 2000 versus the same
periods of the prior year reflects continued favorable supply/demand economics
in the markets in which the Company operates. In addition, recently completed
capital projects including room renovations, golf facilities and other amenities
at the Company's resorts have supported increases in room rates.
Over 50% 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, golf, club memberships, retail and other resort amenities.
Non-room revenue during the three months ended March 31, 2000 increased to $64.6
million,
9
<PAGE> 10
compared to $57.4 million during the three months ended March 31, 1999.
Accordingly, total revenue per available room increased to $468.45 during the
three months ended March 31, 2000, from $447.63 during the three months ended
March 31, 1999. Non-room revenue during the nine months ended March 31, 2000
increased to $150.5 million, compared to $135.4 million during the nine months
ended March 31, 1999. Accordingly, total revenue per available room increased to
$334.03 during the nine months ended March 31, 2000, from $313.52 during the
nine months ended March 31, 1999. The increase in non-room revenue during the
three and nine months ended March 31, 2000 compared to the same periods of the
prior year was partially due to the opening of two new championship golf
courses.
Operating Expenses
Cost of leisure and recreation services totaled $44.6 million or 35% of
revenue during the three months ended March 31, 2000, compared to $40.7 million
or 36% of revenue during the three months ended March 31, 1999. Cost of leisure
and recreation services totaled $115.2 million or 43% of revenue during the nine
months ended March 31, 2000, compared to $103.8 million or 43% of revenue during
the nine months ended March 31, 1999. The increase in costs of services was the
result of the increase in revenue during the three and nine months ended March
31, 2000, 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 $24.1 million or 19% of revenue during the three
months ended March 31, 2000, compared to $23.8 million or 21% of revenue during
the three months ended March 31, 1999. S,G&A as a percent of revenue decreased
during the three months ended March 31, 2000 versus the three months ended March
31, 1999 primarily because of an increase in room inventory yielding additional
room revenue during the three months ended March 31, 2000. S,G&A of the leisure
and recreation business totaled $66.5 million or 25% of revenue during the nine
months ended March 31, 2000, compared to $61.9 million or 25% of revenue during
the nine months ended March 31, 1999. S,G&A of the leisure and recreation
business primarily consisted of utility and property costs, real estate taxes,
insurance, franchise agreement fees and administrative salaries and expenses.
Amortization and depreciation expense for the leisure and recreation
business was $8.8 million and $7.4 million during the three months ended March
31, 2000 and 1999, respectively. Amortization and depreciation expense for the
leisure and recreation business was $24.9 million and $20.8 million during the
nine months ended March 31, 2000 and 1999, respectively. The increase during the
three and nine months ended March 31, 2000, compared to the three and nine
months ended March 31, 1999, 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, development of Naples Grande
Golf Club and a 120 guestroom addition at the Arizona Biltmore Resort and Spa.
Operating Income
Operating income for the leisure and recreation business totaled $48.5
million or 39% of revenue during the three months ended March 31, 2000 and $42.7
million or 37% of revenue during the three months ended March 31, 1999. The
improvement in leisure and recreation operating income during the three months
ended March 31, 2000 versus the three months ended March 31, 1999 was
attributable to a significant increase in leisure and recreation revenue,
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 $62.3 million and $57.9 million during the nine
months ended March 31, 2000 and 1999, respectively.
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 Panthers are recorded over the regular hockey season. Revenue and
expenses associated with the Panthers participation in the 1999-2000 Stanley Cup
playoffs will be recorded during the three-month and nine-month periods ended
June 30, 2000. Operating
10
<PAGE> 11
income for the entertainment and sports business totaled $3.0 million during the
three months ended March 31, 2000, compared to $3.3 million during the three
months ended March 31, 1999. There was an operating loss of $5.9 million for the
nine months ended March 31, 2000 as compared to operating income of $3.1 million
for the nine months ended March 31, 1999. The increase in operating loss during
the nine months ended March 31, 2000, compared to the nine months ended March
31, 1999 was substantially the result of a decrease of $3.0 million in
entertainment and sports revenue resulting primarily from lower ticket revenue
during the current year season and higher Panthers players' salary costs
totaling $6.4 million resulting in part from the buyout of certain players'
contracts.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES
Corporate general and administrative expenses totaled $2.7 million during
both the three months ended March 31, 2000 and 1999 and $8.6 million and $6.8
million during the nine months ended March 31, 2000 and 1999, respectively.
Corporate general and administrative expenses increased during the nine months
ended March 31, 2000 compared to the nine months ended March 31, 1999 primarily
because certain non-recurring legal fees approximating $1.6 million were
incurred during the first quarter of the current year.
INTEREST AND OTHER INCOME
Interest and other income totaled $259,000 and $286,000 during the three
months ended March 31, 2000 and 1999, respectively, and $1.2 million and $1.8
million during the nine months ended March 31, 2000 and 1999, 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 earned during the three
and nine months ended March 31, 2000.
INTEREST AND OTHER EXPENSE
Interest and other expense (which includes the amortization of debt
issuance costs and other non-recurring charges) totaled $15.8 million and $17.4
million during the three months ended March 31, 2000 and 1999, respectively, and
$43.2 million and $40.6 million during the nine months ended March 31, 2000 and
1999, respectively. The decrease in interest expense during the three months
ended March 31, 2000 was primarily the result of a decrease in the average cost
of borrowing to 10.0% during the three months ended March 31, 2000, from 12.9%
during the three months ended March 31, 1999. The average indebtedness remained
relatively flat for each three-month period. The increase in interest expense
during the nine months ended March 31, 2000 was primarily the result of an
increase in the average indebtedness to $587.6 million during the nine months
ended March 31, 2000, from $572.0 million during the nine months ended March 31,
1999. The increase in the average indebtedness during the nine months ended
March 31, 2000 compared to the nine months ended March 31, 1999 was slightly
offset by a decrease in the average cost of borrowing to 10.1% from 10.4% for
the respective periods.
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 $57.3 million
and $51.7 million during the three months ended March 31, 2000 and 1999,
respectively, and $74.3 million and $79.1 million during the nine months ended
March 31, 2000 and 1999, respectively. The increase in EBITDA during the three
months ended March 31, 2000 compared to the three months ended March 31, 1999
was primarily due to an increase in leisure and recreation revenue coupled with
higher profit margins for this business segment. The decrease in EBITDA during
the nine months ended March 31, 2000 was primarily due to lower ticket revenue
derived from Panthers home games, increased player salary costs resulting
primarily from the buyout of certain players'
11
<PAGE> 12
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.
ADJUSTED EBITDA
Adjusted EBITDA represents EBITDA plus the amount of net membership fees
deferred during the period. The net membership fees deferred during the three
month period represents the quarterly change in deferred revenue arising from
the Premier Club at the Boca Raton Resort and Club, Grande Oaks Golf Club and
Naples Grande Golf Club. Adjusted EBITDA totaled $61.5 million and $52.3 during
the three months ended March 31, 2000 and 1999, respectively, and $82.6 million
and $83.4 million during the nine months ended March 31, 2000 and 1999,
respectively. The increase in Adjusted EBITDA for the three months ended March
31, 2000 compared to the three months ended March 31, 1999 was the result of an
increase in Premier Club membership sales together with an increase in EBITDA as
discussed in the preceding paragraph. The decrease in Adjusted EBITDA during the
nine months ended March 31, 2000, compared to the nine months ended March 31,
1999 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 increased to $16.5 million at March 31, 2000,
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 $39.9 million and $38.4
million during the nine months ended March 31, 2000 and 1999, respectively. The
increase in cash flow from the Company's leisure and recreation business during
the nine months ended March 31, 2000 compared to the nine months ended March 31,
1999 was partially offset by less cash flow from the entertainment and sports
segment.
Net Cash Used in Investing Activities
Net cash used in investing activities amounted to $35.6 million and $75.9
million during the nine months ended March 31, 2000 and 1999, respectively. The
change in net cash used in investing activities is a result of a decrease in
capital expenditures and restricted cash during the three months ended March 31,
2000 versus the three months ended March 31, 1999 as discussed below.
Capital expenditures decreased to $52.8 million during the nine months
ended March 31, 2000, compared to $75.6 million during the nine months ended
March 31, 1999. The Company spent approximately $34.3 million at the Boca Raton
Resort and Club relating to recurring capital expenditures, additional parking,
commencement of a luxury guestroom renovation as well as restaurant and retail
pavilion plans for a new marina wing, $10.0 million on golf related improvements
to Naples Grande Golf Club and $3.3 million on the acquisition of commercial
property located near the Company's Fort Lauderdale resorts during the nine
months ended March 31, 2000. Other capital spending during the nine months ended
March 31, 2000 related primarily to recurring furniture, fixture and equipment
improvements at the Company's resorts.
During the nine months ended March 31, 1999, the Company spent $28.6
million on the acquisition of land in Naples and Plantation, Florida. The
Company anticipates using the parcels to construct additional recreational
amenities, including golf facilities, that are available to guests of its Naples
and Fort Lauderdale resorts as well as Premier Club members. Other capital
spending during the nine months ended March 31, 1999 related to the completion
of Grande Oaks Golf Club in Fort Lauderdale, construction of the 120
12
<PAGE> 13
guestroom addition at the Arizona Biltmore Resort and Spa (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 Resort and
Spa 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 Condensed 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 to the
Company on a quarterly basis. Restricted cash decreased by $21.3 million during
the nine months ended March 31, 2000, compared to an increase of $263,000 during
the nine months ended March 31, 1999. The significant decrease in restricted
cash during the nine months ended March 31, 2000 was primarily attributable to
the use of funds for facility development at the Boca Raton Resort and Club. In
addition, beginning in February 2000 previously restricted funds have been
released to the Company on a monthly basis pursuant to terms of an amended loan
and security agreement for the Boca Raton Resort and Club.
Cash Provided By Financing Activities
Net cash provided by financing activities amounted to $1.9 million and
$14.6 million during the nine months ended March 31, 2000 and March 31, 1999,
respectively. Cash flows for each period primarily represent borrowings under
credit facilities, net of the repayment of indebtedness. Included in the amounts
reported for the nine months ended March 31, 1999, are borrowings of $99.8
million under a secured short-term credit agreement and repayments in the same
amount under a seller note payable originated in connection with the acquisition
of the Arizona Biltmore Resort and Spa.
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, Grande Oaks Golf Club and Naples
Grande 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 March 31, 2000, the Company had aggregate availability of $124.9
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 as they come due.
FINANCIAL CONDITION
Significant changes in balance sheet data from June 30, 1999 to March 31,
2000 are discussed below.
Restricted Cash
Restricted cash decreased to $23.6 million at March 31, 2000, from $44.8
million at June 30, 1999. The decrease in restricted cash was primarily
attributable to the use of amounts previously restricted pursuant to the terms
of a loan agreement for facility development at the Boca Raton Resort and Club.
Beginning in
13
<PAGE> 14
February 2000 such previously restricted funds are available for distribution to
the Company on a monthly basis pursuant to an amendment to the agreement.
Accounts Receivable
Accounts receivable increased to $47.7 million at March 31, 2000, from
$24.3 million at June 30, 1999. Approximately $18.3 million of the increase
relates to the leisure and recreation business where it is customary for trade
receivables to increase during the peak operating season. The remaining increase
relates to the hockey team where primarily sponsorship and broadcasting
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 March 31, 2000, from
$1.03 billion at June 30, 1999. See discussion of capital expenditures under
"Net Cash Used in Investing Activities".
Other Assets
Other assets decreased to $27.6 million at March 31, 2000, from $32.4
million at June 30, 1999. The decrease was primarily attributable to the
amortization of debt issuance costs and Panther players' signing bonuses. Costs
associated with obtaining financing have been capitalized and are amortized on a
straight-line basis (which approximates the interest method) over the terms of
the related debt. Player signing bonuses are amortized over the life of the
player contract.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses increased to $68.7 million at March
31, 2000, from $57.2 million at June 30, 1999. The Company's trade payables tend
to increase as the Company enters peak operating season for its businesses.
Current Portion of Deferred Revenue
Current portion of deferred revenue increased to $36.9 million at March 31,
2000, from $27.6 million at June 30, 1999. Most of the increase relates 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.
Other Non-Current Liabilities
Other non-current liabilities primarily include deferred Premier Club
membership fees expected to be recognized as income beyond the next operating
cycle. Other non-current liabilities increased to $22.0 million at March 31,
2000, from $17.2 million at June 30, 1999 primarily because of additional club
membership sales.
Working Capital
Current assets less current liabilities totaled $(64.8) million and $(19.7)
million at March 31, 2000 and June 30, 1999, respectively. The change from June
30, 1999 to March 31, 2000 is primarily the result of an increase in certain
short-term debt obligations coming due over the next operating cycle. However,
the ratio of current liabilities to current assets is not indicative of a lack
of liquidity as the Company maintains a long-term revolving credit line that
represents an additional and immediate potential source of liquidity. See
"Capital Resources".
14
<PAGE> 15
YEAR 2000
The Company has completed implementation of its Year 2000 ("Y2K")
remediation plan on a timely basis and the Company believes 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.
15
<PAGE> 16
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There has been no material change 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 or as disclosed under Part II, Item 1 to the
Company's Quarterly Reports on Form 10-Q for the quarter ended September 30,
1999 and December 31, 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
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
None.
16
<PAGE> 17
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.
BOCA RESORTS, INC.
Date: May 12, 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)
17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 40,032
<SECURITIES> 0
<RECEIVABLES> 58,563
<ALLOWANCES> 0
<INVENTORY> 8,895
<CURRENT-ASSETS> 105,954
<PP&E> 1,062,090
<DEPRECIATION> 70,956
<TOTAL-ASSETS> 1,320,469
<CURRENT-LIABILITIES> 170,729
<BONDS> 340,000
0
0
<COMMON> 409
<OTHER-SE> 496,106
<TOTAL-LIABILITY-AND-EQUITY> 1,320,469
<SALES> 323,213
<TOTAL-REVENUES> 324,397
<CGS> 166,119
<TOTAL-COSTS> 166,119
<OTHER-EXPENSES> 109,462
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,157
<INCOME-PRETAX> 5,659
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,659
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,659
<EPS-BASIC> 0.14
<EPS-DILUTED> 0.14
</TABLE>
