<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
---------------------
<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 SEPTEMBER 30, 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:
NOT APPLICABLE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of November 10, 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>
SEPTEMBER 30, JUNE 30,
2000 2000
------------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 13,269 $ 19,395
Restricted cash........................................... 37,975 24,775
Accounts receivable, net.................................. 25,951 30,290
Inventory................................................. 8,571 8,312
Current portion of Premier Club notes receivable.......... 4,308 4,001
Other current assets...................................... 7,273 5,911
---------- ----------
Total current assets.............................. 97,347 92,684
Property and equipment, net................................. 1,068,549 1,062,642
Intangible assets, net...................................... 108,770 109,516
Long-term portion of Premier Club notes receivable, net..... 7,454 7,487
Other assets................................................ 28,075 26,194
---------- ----------
Total assets...................................... $1,310,195 $1,298,523
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 61,229 $ 56,959
Current portion of deferred revenue....................... 67,982 26,233
Current portion of credit lines and notes payable......... 129,876 71,049
Other current liabilities................................. 7,659 4,873
---------- ----------
Total current liabilities......................... 266,746 159,114
Credit lines and notes payable.............................. 102,194 172,146
Premier Club refundable membership fees..................... 59,818 60,374
Deferred revenue, net of current portion.................... 29,641 28,074
Other non-current liabilities............................... 1,543 978
Deferred income taxes payable............................... 35,918 35,643
Senior subordinated notes payable........................... 340,000 340,000
Commitments and contingencies
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 40,606,072 shares issued and outstanding
at September 30, 2000 and June 30, 2000................ 406 406
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
September 30, 2000 and June 30, 2000................... 3 3
Contributed capital....................................... 484,574 484,849
Retained earnings (accumulated deficit)................... (10,648) 16,936
---------- ----------
Total shareholders' equity........................ 474,335 502,194
---------- ----------
Total liabilities and shareholders' equity........ $1,310,195 $1,298,523
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 3
BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Revenue:
Leisure and recreation.................................... $ 59,585 $ 51,417
Entertainment and sports.................................. 2,403 2,681
-------- --------
Total revenue..................................... 61,988 54,098
Operating expenses:
Cost of leisure and recreation services................... 32,919 29,717
Cost of entertainment and sports services................. 4,645 7,528
Selling, general and administrative expenses.............. 26,574 26,238
Amortization and depreciation 10,015 8,418
-------- --------
Total operating expenses 74,153 71,901
-------- --------
Operating loss.............................................. (12,165) (17,803)
Interest and other income................................... 364 427
Interest and other expense.................................. (15,783) (13,722)
Minority interest........................................... -- 64
-------- --------
Net loss.................................................... $(27,584) $(31,034)
======== ========
Net loss per share - basic and diluted $ (0.68) $ (0.76)
======== ========
Shares used in computing net loss per share -- basic and
diluted................................................... 40,861 40,861
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
2
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BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30
(IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Operating activities:
Net loss.................................................. $(27,584) $(31,034)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Amortization and depreciation.......................... 10,015 8,418
Income applicable to minority interest................. -- (64)
Imputed interest on indebtedness with no stated rate... 240 612
Changes in operating assets and liabilities:
Accounts receivable.................................... 4,339 (566)
Other assets........................................... (3,826) (3,268)
Accounts payable and accrued expenses.................. 6,771 14,903
Deferred revenue and other liabilities................. 46,110 43,590
-------- --------
Net cash provided by operating activities......... 36,065 32,591
-------- --------
Investing activities:
Amounts paid in connection with the acquisition of the
Arizona Biltmore Hotel................................. -- (4,018)
Capital expenditures...................................... (15,126) (20,776)
Change in restricted cash................................. (13,200) (1,979)
-------- --------
Net cash used in investing activities............. (28,326) (26,773)
-------- --------
Financing activities:
Proceeds from borrowing under credit lines................ 25,499 4,031
Payments on notes payable and credit lines................ (36,864) (10,149)
Proceeds from exercise of stock options................... -- 47
Increase in (distribution to) minority interests.......... (2,500) 76
Other..................................................... -- 13
-------- --------
Net cash used in financing activities............. (13,865) (5,982)
-------- --------
Decrease in cash and cash equivalents............. (6,126) (164)
Cash and cash equivalents, at beginning of period........... 19,395 10,222
-------- --------
Cash and cash equivalents, at end of period................. $ 13,269 $ 10,058
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
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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 months ended September 30,
2000 is 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 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 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 play their home games.
3. EARNINGS (LOSS) PER COMMON SHARE
Financial Accounting Standards No. 128, "Earnings Per Share" supersedes APB
No. 15 and replaces primary and fully diluted earnings (loss) per share with a
dual presentation of basic and diluted earnings (loss) per share. Basic earnings
(loss) per share equals net income (loss) divided by the number of weighted
average common shares outstanding. Diluted earnings (loss) per share includes
the effects of common stock equivalents to the extent they are dilutive. Stock
options were antidilutive during the three-month periods presented.
4. INCOME TAXES
No benefit for income taxes was recorded for the periods presented due to
an offsetting increase in the Company's valuation allowance which totaled $11.0
million and $12.4 million for the three months ended September 30, 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.
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<PAGE> 6
BOCA RESORTS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. FINANCIAL INSTRUMENT
The Company has entered into an interest rate swap agreement to hedge the
effects of changes in interest rates on certain indebtedness. The fair value of
the interest rate swap agreement was nominal at June 30, 2000 and September 30,
2000 and represented the spread between the interest rate the Company pays and
the interest rate the Company will receive over the remaining life of the
agreement.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This report may not contain all the information that is important to you.
This section should be read together with the Annual Report on Form 10-K because
the Form 10-K provides substantially greater detail.
RESULTS OF OPERATIONS
BUSINESS SEGMENT INFORMATION
The accompanying table outlines business segment operating data for the
three months ended September 30 (in 000's).
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Revenue:
Leisure and recreation.................................... $ 59,585 $ 51,417
Entertainment and sports.................................. 2,403 2,681
-------- --------
Total revenue..................................... 61,988 54,098
Operating expenses:
Cost of services:
Cost of leisure and recreation services................ 32,919 29,717
Cost of entertainment and sports services.............. 4,645 7,528
Selling, general and administrative expenses:
Leisure and recreation................................. 22,618 20,335
Entertainment and sports............................... 2,042 2,499
Corporate.............................................. 1,914 3,404
Amortization and depreciation:
Leisure and recreation................................. 9,558 7,901
Entertainment and sports............................... 75 479
Corporate.............................................. 382 38
-------- --------
Total operating expenses.......................... 74,153 71,901
-------- --------
Operating loss:
Leisure and recreation................................. (5,510) (6,536)
Entertainment and sports............................... (4,359) (7,825)
Corporate.............................................. (2,296) (3,442)
-------- --------
Total operating loss.............................. (12,165) (17,803)
Interest and other income................................... 364 427
Interest and other expense.................................. (15,783) (13,722)
Minority interest........................................... -- 64
-------- --------
Net loss.................................................... $(27,584) $(31,034)
======== ========
EBITDA (loss):
Leisure and recreation................................. $ 4,289 $ 1,707
Entertainment and sports............................... (4,210) (7,310)
Corporate.............................................. (1,865) (3,355)
-------- --------
Total............................................. $ (1,786) $ (8,958)
======== ========
Adjusted EBITDA (loss):
Leisure and recreation................................. $ 6,879 $ 3,598
Entertainment and sports............................... (4,210) (7,310)
Corporate.............................................. (1,865) (3,355)
-------- --------
Total............................................. $ 804 $ (7,067)
======== ========
</TABLE>
6
<PAGE> 8
SEASONALITY
The Company has historically experienced, and expects to continue to
experience, seasonal fluctuations in its gross revenue and net earnings (loss).
Peak season at the resorts extends from January through April while the regular
hockey season for the Panthers commences in October and ends in April.
BUSINESS PHILOSOPHY
The Company's current business strategy is to focus on expanding the
leisure and recreation business. However, management continuously evaluates
ownership, acquisition and divestiture alternatives relating to its two business
segments with the intention of maximizing shareholder value.
CONSOLIDATED RESULTS OF OPERATIONS
Net loss totaled $27.6 million and $31.0 million during the three months
ended September 30, 2000 and 1999, respectively. The decrease in the net loss
during the three months ended September 30, 2000 compared to the three months
ended September 30, 1999 was primarily due to an increase in leisure and
recreation revenue and gross margins, partially offset by higher depreciation
expense and interest and other expense. In addition, the prior year three month
period included the buyout of certain Panther players' contracts totaling $3.2
million 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
Select operating data for the Company's leisure and recreation business for
the three months ended September 30 is set forth below (in 000's except
operating statistics):
<TABLE>
<CAPTION>
%
2000 1999 INCREASE
-------- -------- ----------
<S> <C> <C> <C>
Revenue:
Room revenue.......................................... $ 22,595 $ 19,901 14%
Non-room related revenue.............................. 36,990 31,516 17%
-------- --------
Total leisure and recreation revenue.......... $ 59,585 $ 51,417 16%
Operating Statistics:
Available room nights................................... 272,748 263,610 3%
Average daily rate...................................... $ 134.68 $ 125.77 7%
Occupancy............................................... 61.5% 60.0% 3%
Room revenue per available room......................... $ 82.84 $ 75.50 10%
Total leisure and recreation revenue per available
room.................................................. $ 218.46 $ 195.05 12%
</TABLE>
Revenue
The leisure and recreation business generates a diversified stream of
revenue, which totaled $59.6 million and $51.4 million for the three months
ended September 30, 2000 and 1999, respectively. Over 60% of leisure and
recreation revenue for each period presented was derived from non-room sources
such as food and beverage sales, yachting and marina revenue, golf revenue, club
memberships fees, retail sales and other resort amenities. In addition, over 67%
of the increase in leisure and recreation revenue during the three months ended
September 30, 2000 compared to the three months ended September 30, 1999 was the
result of an increase in non-room related revenue primarily from food and
beverage sales and golf revenue. As shown above, the resort portfolio also
yielded increases in the average daily room rate ("ADR") and occupancy, along
with an increase to total available rooms following the completion of a 120
guestroom addition at the Arizona Biltmore Resort and Spa in September 1999.
Furthermore, higher spending group business increased substantially during the
three months ended September 30, 2000 compared to the three months ended
September 30, 1999.
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<PAGE> 9
Operating Expenses
Cost of leisure and recreation services totaled $32.9 million or 55% of
revenue during the three months ended September 30, 2000, compared to $29.7
million or 58% of revenue during the three months ended September 30, 1999. Cost
of services as a percent of revenue declined during the three months ended
September 30, 2000 primarily because of certain efficiencies relating to direct
labor costs. 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 $22.6 million or 38% of revenue during three months
ended September 30, 2000, compared to $20.3 million or 40% of revenue during the
three months ended September 30, 1999. S,G&A, as a percent of revenue, improved
during the three months ended September 30, 2000 primarily because many fixed
expenses, including administrative costs, energy and property costs, were
constant in dollar amount despite the increase in revenue. In addition to the
expenses previously mentioned, S,G&A of the leisure and recreation business
includes, among other items, real estate taxes, insurance, franchise agreement
fees and other administrative expenses.
Amortization and depreciation expense for the leisure and recreation
business was $9.6 million and $7.9 million during the three months ended
September 30, 2000 and 1999, respectively. The increase during the three months
ended September 30, 2000 compared to the three months ended September 30, 1999
was primarily due to the completion of several capital projects resulting in
additional depreciation expense.
Operating Loss
Operating loss for the leisure and recreation business totaled $5.5 million
and $6.5 million during the three months ended September 30, 2000 and 1999,
respectively. The decrease in the operating loss during the three months ended
September 30, 2000 compared to the three months ended September 30, 1999 was
primarily the result of an increase in revenue and gross margins, partially
offset by additional depreciation expense associated with recently completed
capital projects.
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 primarily recorded over the regular hockey season, which
commences in October. Operating losses during the three months ended September
30, 2000 and 1999 were $4.4 million and $7.8 million, respectively. The decrease
in operating loss during the three months ended September 30, 2000 compared to
the three months ended September 30, 1999 was primarily because the prior year
three month period included the buyout of certain Panther players' contracts
during the off season totaling $3.2 million.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES
Corporate general and administrative expenses totaled $1.9 million and $3.4
million during the three months ended September 30, 2000 and 1999, respectively.
Corporate general and administrative expenses decreased because certain
non-recurring legal fees were incurred during the three months ended September
30, 1999.
INTEREST AND OTHER INCOME
Interest and other income totaled $364,000 and $427,000 for the three
months ended September 30, 2000 and 1999, respectively, and includes interest
earned on cash and cash equivalents.
INTEREST AND OTHER EXPENSE
Interest and other expense totaled $15.8 million and $13.7 million during
the three months ended September 30, 2000 and 1999, respectively. The increase
in interest and other expense occurred in large part
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because no interest was capitalized during the three months ended September 30,
2000 because many capital projects got underway late in the quarter while
interest expense was reduced for capitalized interest during the three months
ended September 30, 1999. See "Net Cash Used in Investing Activities -- Capital
Expenditures". Additionally, the Company's average cost of borrowing was 10.1%
and 10.2% during the three months ended September 30, 2000 and 1999,
respectively. The Company's average outstanding indebtedness was $579 million
and $577 million during the three months ended September 30, 2000 and 1999,
respectively.
MINORITY INTEREST
Minority interest during the three months ended September 30, 1999
represents minority shareholders' proportionate share of the equity in Decoma
Miami Associates Ltd. ("Decoma"), the entity that managed the operations of the
Miami Arena through June 30, 2000. Decoma had a contract (the "MAC") with the
Miami Sports and Exhibition Authority ("MSEA"), an agency of the City of Miami,
to operate the Miami Arena. No minority interest was recorded during the three
months ended September 30, 2000 because the MAC was terminated June 30, 2000
pursuant to a settlement agreement between MSEA and Decoma.
EBITDA
EBITDA represents earnings (loss) before interest expense, income taxes,
depreciation, amortization and minority interest. EBITDA loss totaled $1.8
million and $9.0 million during the three months ended September 30, 2000 and
1999, respectively. The improvement in EBITDA loss during the three months ended
September 30, 2000 compared to the three months ended September 30, 1999 was
primarily due to an increase in leisure and recreation revenue and gross
margins. In addition, the prior year three month period included the buyout of
certain Panther players' contracts totaling $3.2 million and the recognition of
certain non-recurring legal fees. EBITDA (loss) and Adjusted EBITDA (loss) (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
(loss) nor Adjusted EBITDA (loss) is intended to represent cash flows for the
period. In addition, they have not been presented as alternatives to either (a)
operating income (loss) (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
(loss) as presented may not be comparable to other similarly titled measures of
other companies.
ADJUSTED EBITDA
Adjusted EBITDA represents EBITDA (loss) 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 Clubs at the Boca Raton Resort and Club and Naples Grande and the Grande
Oaks Golf Club. Adjusted EBITDA totaled $804,000 for the three months ended
September 30, 2000 compared to an Adjusted EBITDA loss of $7.1 million during
the three months ended September 30, 1999. The increase in Adjusted EBITDA
during the three months ended September 30, 2000 compared to the three months
ended September 30, 1999 was attributable to the factors discussed in the
preceding paragraph, together with higher Premier Club sales during the three
months ended September 30, 2000 due to increased Premier Club sales at the Boca
Raton Resort and Club and the addition of the Naples Grande Premier Club.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased to $13.3 million at September 30, 2000,
from $19.4 million at June 30, 2000. The major components of the change are
discussed below.
Net Cash Provided by Operating Activities
Net cash provided by operating activities totaled $36.1 million and $32.6
million during the three months ended September 30, 2000 and 1999, respectively.
The increase in cash flow from operations from
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<PAGE> 11
September 30, 1999 to September 30, 2000 was primarily the result of receiving
more cash from the leisure and recreation business due to higher revenue,
Premier Club membership sales and improved gross margins.
Net Cash Used in Investing Activities
Net cash used in investing activities amounted to $28.3 million and $26.8
million during the three months ended September 30, 2000 and 1999, respectively.
Capital expenditures totaled $15.1 million during the three months ended
September 30, 2000 compared to $20.8 million during the three months ended
September 30, 1999. During the three months ended September 30, 2000, capital
spending at the Boca Raton Resort and Club commenced late in the quarter on new
projects including an eight-story marina wing complex consisting of 112
water-view luxury guestrooms, a 40,000 square foot spa complex, a golf clubhouse
and marina slips, as well as projects at the Registry Resort at Pelican Bay
including enhancements to the beach facility and boardwalk and a new
pool/aquatic center. In addition, capital expenditures include the completion of
a new Tuscan style restaurant and retail pavilion which opened in November 2000
at the Boca Raton Resort and Club.
During the three months ended September 30, 1999, capital spending
primarily related to the construction of a guest parking facility and
commencement of a luxury guestroom renovation at the Boca Raton Resort and Club,
golf related improvements at Naples Grande golf course and the acquisition of
commercial property located near the Company's Fort Lauderdale resorts.
Restricted cash increased $13.2 million during the three months ended
September 30, 2000 compared to an increase of $2.0 million during the three
months ended September 30, 1999. Approximately $5.1 million of the increase
related to restricted cash at the Boca Raton Resort and Club during the three
months ended September 30, 2000. Beginning in February 2000, funds previously
restricted became potentially available for distribution on a monthly basis
pursuant to terms of an amended loan and security agreement for the Boca Raton
Resort and Club. While no cash was released pursuant to the amended loan and
security agreement during the three months ended September 30, 2000, management
expects that restricted cash associated with the Boca Raton Resort and Club will
decrease over the remainder of the fiscal year. Under covenants to the loan
agreement for the Boca Raton Resort and Club as well as a loan secured by the
Arizona Biltmore Resort and Spa, 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. The remaining increase in restricted cash during the three
months ended September 30, 2000 relates to the operation of the NCRC which after
maintaining the required operating reserves, as defined, could be released to
the Company on a quarterly basis.
During the three months ended September 30, 1999, the $2.0 million increase
in restricted cash relates to the operation of the National Car Rental Center,
partially offset by a release of restricted cash at the Boca Raton Resort and
Club for facility development.
Cash Used In Financing Activities
Net cash used in financing activities amounted to $13.9 million and $6.0
million during the three months ended September 30, 2000 and 1999, respectively.
Cash flows for each period primarily represent borrowings under credit
facilities, net of the repayment of indebtedness. In addition, during the three
months ended September 30, 2000, $2.5 million was paid to a former minority
interest holder in Decoma which represents a partial payment for their share of
a termination fee. See "Results of Operations - Minority Interest".
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, golf
revenue, tennis revenue, marina and conference services at the resorts, (2)
Premier Club memberships and (3) ticket sale, broadcasting rights, sponsorship
revenue, arena operations and other revenue
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<PAGE> 12
derived from ownership of the Panthers. The primary external sources of
liquidity over the last two years has been the issuance of debt securities and
borrowing under term loans and credit lines.
As of September 30, 2000, the Company had aggregate availability of $102.4
million under its credit line, which matures in April 2002. As a result of this
availability and expected cash from operations, management believes the Company
has sufficient funds to continue 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, 2000 to September
30, 2000 are discussed below.
Restricted Cash
Restricted cash increased to $38.0 million at September 30, 2000, from
$24.8 million at June 30, 2000. See discussion of restricted cash under "Cash
Used in Investing Activities".
Accounts Receivable
Accounts receivable decreased to $26.0 million at September 30, 2000, from
$30.3 million at June 30, 2000. The decrease is representative of the seasonally
slow summer for each of the Company's businesses.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses increased to $61.2 million at
September 30, 2000, from $57.0 million at June 30, 2000. The Company's trade
payables tend to increase as the Company moves closer to peak operating season
for its businesses.
Current Portion of Deferred Revenue
Current portion of deferred revenue increased to $68.0 million at September
30, 2000, from $26.2 million at June 30, 2000. Approximately $27.1 million of
the increase relates to deposits for Panther ticket sales and suite and
sponsorship revenue at the National Car Rental Center. Additionally,
approximately $9.9 million of the increase related to advance deposits for
customer stays and receipts of membership fees and annual dues of the Premier
Club at the Boca Raton Resort and Club. The membership fees are recognized as
revenue over the estimated life of the membership. The annual dues will be
recognized as revenue ratably over the membership year, which commenced on
October 1.
Working Capital
Current liabilities exceeded current assets by $169.4 million and $66.4
million at September 30, 2000 and June 30, 2000, respectively. The increase in
the working capital deficit is primarily because $100.3 million outstanding
under a mortgage note payable secured by the Boca Raton Resort and Club matures
in August 2001 and therefore shifted from long-term portion of notes payable at
June 30, 2000 to current portion of notes payable at September 30, 2000.
Management believes it can refinance the indebtedness secured by the Boca
Raton Resort and Club and convert it into to a long-term obligation. In
addition, the Company has liquidity to settle a substantial portion of its
current obligations as it maintains a long-term revolving credit line that
represents an additional and immediate potential source of liquidity. See
"Capital Resources". If the Company's plans or assumptions change or if the
Company experiences unanticipated costs or competitive pressures, it may need to
seek additional capital. Management believes the Company can obtain additional
capital by selling debt (provided certain incurrence tests are met pursuant to
existing debt agreements) or equity securities and/or by borrowing money,
although no assurances can be provided that it will be able to do so.
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FORWARD LOOKING STATEMENTS
Some of the information in this report may contain forward-looking
statements. 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,
risks associated with construction and development at its resort properties,
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 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.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not involved in any material legal proceedings. However, the
Company may from time to time become a party to legal proceedings arising in the
ordinary course of business, which are incidental to the business. While the
results of proceedings which arose in the normal course of business cannot be
predicted with certainty, management believes that losses, if any, resulting
from the ultimate resolution of these matters will not have a material adverse
effect on the Company's consolidated results of operations, consolidated cash
flows or consolidated financial position.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------------------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
BOCA RESORTS, INC.
Date: November 14, 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)
14
