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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
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)
DELAWARE 65-0676005
(State of Incorporation) (I.R.S. Employer Identification No.)
501 EAST CAMINO REAL 33432
BOCA RATON, FLORIDA (Zip Code)
(Address of Principal Executive
Offices)
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 May 11, 2001, there were 40,039,149 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)
MARCH 31, JUNE 30,
2001 2000
---------- ----------
ASSETS
Current assets:
Unrestricted cash and cash equivalents.................... $ 123,819 $ 19,395
Restricted cash........................................... 23,473 24,775
Accounts receivable, net.................................. 40,817 30,290
Inventory................................................. 7,785 8,312
Current portion of Premier Club notes receivable.......... 4,180 4,001
Other current assets...................................... 5,958 5,911
---------- ----------
Total current assets.............................. 206,032 92,684
Property and equipment, net................................. 795,301 1,062,642
Intangible assets, net...................................... 59,865 109,516
Long-term portion of Premier Club notes receivable, net..... 7,303 7,487
Other assets................................................ 23,120 26,194
---------- ----------
Total assets...................................... $1,091,621 $1,298,523
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 46,631 $ 56,959
Current portion of deferred revenue....................... 27,465 26,233
Current portion of credit lines and notes payable......... 96,954 71,049
Other current liabilities................................. 6,017 4,873
---------- ----------
Total current liabilities......................... 177,067 159,114
Credit lines and notes payable.............................. 397 172,146
Premier Club refundable membership fees..................... 58,291 60,374
Deferred revenue, net of current portion.................... 35,528 28,074
Other non-current liabilities............................... 1,621 978
Deferred income taxes payable............................... 37,809 35,643
Senior subordinated notes payable........................... 279,960 340,000
Commitments and contingencies
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 40,631,915 and 40,606,072 shares issued
and outstanding at March 31, 2001 and June 30, 2000,
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, 2001 and June 30, 2000....................... 3 3
Contributed capital....................................... 483,178 484,849
Retained earnings......................................... 17,361 16,936
---------- ----------
Total shareholders' equity........................ 500,948 502,194
---------- ----------
Total liabilities and shareholders' equity........ $1,091,621 $1,298,523
========== ==========
See accompanying notes to consolidated financial statements.
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BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2001 2000
-------- --------
REVENUE:
Leisure and recreation................................. $101,986 $126,035
Entertainment and sports............................... 25,630 28,442
-------- --------
Total revenue..................................... 127,616 154,477
OPERATING EXPENSES:
Cost of leisure and recreation services................ 37,055 44,618
Cost of entertainment and sports services.............. 24,326 22,502
Selling, general and administrative expenses........... 21,905 29,261
Amortization and depreciation expense.................. 8,099 9,339
-------- --------
Total operating expenses.......................... 91,385 105,720
Operating income............................................ 36,231 48,757
Interest and other income................................... 3,017 259
Interest and other expense.................................. (10,849) (15,774)
Minority interest........................................... -- (81)
-------- --------
Income before extraordinary item............................ 28,399 33,161
Extraordinary loss on the early extinguishment of debt...... (1,823) --
-------- --------
Net income.................................................. $ 26,576 $ 33,161
======== ========
BASIC NET INCOME PER SHARE:
Income before extraordinary item.......................... $ 0.70 $ 0.81
Extraordinary loss on the early extinguishment of debt.... (0.05) --
-------- --------
Net income................................................ $ 0.65 $ 0.81
======== ========
DILUTED NET INCOME PER SHARE:
Income before extraordinary item.......................... $ 0.68 $ 0.81
Extraordinary loss on the early extinguishment of debt.... (0.04) --
-------- --------
Net income................................................ $ 0.64 $ 0.81
======== ========
Shares used in computing net income per share -- basic...... 40,887 40,861
======== ========
Shares used in computing net income per share -- diluted.... 41,666 40,861
======== ========
See accompanying notes to consolidated financial statements.
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BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2001 2000
-------- --------
REVENUE:
Leisure and recreation................................. $257,116 $268,931
Entertainment and sports............................... 51,539 54,282
-------- --------
Total revenue..................................... 308,655 323,213
OPERATING EXPENSES:
Cost of leisure and recreation services................ 111,673 115,248
Cost of entertainment and sports services.............. 53,527 50,871
Selling, general and administrative expenses........... 76,839 82,977
Amortization and depreciation expense.................. 28,153 26,455
-------- --------
Total operating expenses.......................... 270,192 275,551
Operating income............................................ 38,463 47,662
Interest and other income................................... 4,777 1,184
Interest and other expense.................................. (40,992) (43,157)
Minority interest........................................... -- (30)
-------- --------
Income before extraordinary item............................ 2,248 5,659
Extraordinary loss on the early extinguishment of debt...... (1,823) --
-------- --------
Net income.................................................. $ 425 $ 5,659
======== ========
BASIC NET INCOME PER SHARE:
Income before extraordinary item.......................... $ 0.06 $ 0.14
Extraordinary loss on the early extinguishment of debt.... (0.05) --
-------- --------
Net income................................................ $ 0.01 $ 0.14
======== ========
DILUTED NET INCOME PER SHARE:
Income before extraordinary item.......................... $ 0.05 $ 0.14
Extraordinary loss on the early extinguishment of debt.... (0.04) --
-------- --------
Net income................................................ $ 0.01 $ 0.14
======== ========
Shares used in computing net income per share -- basic...... 40,887 40,861
======== ========
Shares used in computing net income per share -- diluted.... 41,502 40,887
======== ========
See accompanying notes to consolidated financial statements.
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BOCA RESORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31
(IN THOUSANDS)
2001 2000
--------- --------
Operating activities:
Net income................................................ $ 425 $ 5,659
Extraordinary loss on early extinguishment of debt........ 1,823 --
Adjustments to reconcile income before extraordinary item
to net cash provided by operating activities:
Amortization and depreciation........................ 28,153 26,455
Income applicable to minority interest............... -- 30
Imputed interest on indebtedness with no stated
rate................................................ 725 1,634
Changes in operating assets and liabilities:
Accounts receivable.................................. (19,140) (23,336)
Other assets......................................... (248) 4,071
Accounts payable and accrued expenses................ (918) 11,485
Deferred revenue and other liabilities............... 13,373 13,929
--------- --------
Net cash provided by operating activities......... 24,193 39,927
--------- --------
Investing activities:
Net proceeds from the sale of the Arizona Biltmore........ 279,925 --
Amounts paid in connection with the acquisition of the
Arizona Biltmore....................................... -- (4,018)
Capital expenditures...................................... (48,197) (52,824)
Change in restricted cash................................. (1,959) 21,272
--------- --------
Net cash provided by (used in) investing
activities....................................... 229,769 (35,570)
--------- --------
Financing activities:
Proceeds from borrowing under credit lines................ 38,430 33,304
Payments on notes payable and credit lines................ (125,576) (31,523)
Repurchase of 9.875% Senior Subordinated Notes............ (60,040) --
Proceeds from exercise of stock options................... 148 47
Increase in (distribution to) minority interests.......... (2,500) 75
Other..................................................... -- (8)
--------- --------
Net cash provided by (used in) financing
activities....................................... (149,538) 1,895
--------- --------
Increase in unrestricted cash and cash
equivalents...................................... 104,424 6,252
Unrestricted cash and cash equivalents, at beginning of
period.................................................... 19,395 10,222
--------- --------
Unrestricted cash and cash equivalents, at end of period.... $ 123,819 $ 16,474
========= ========
See accompanying notes to consolidated financial statements.
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BOCA RESORTS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited 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 months ended March
31, 2001 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 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 five luxury resorts with
hotels, conference facilities, golf courses, spas, marinas and private clubs.
The Company's resorts include: the Boca Raton Resort & Club (Boca Raton,
Florida), 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 PER COMMON 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.
THREE MONTHS NINE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
--------------- ---------------
2001 2000 2001 2000
------ ------ ------ ------
(IN THOUSANDS)
Basic weighted average shares outstanding................... 40,887 40,861 40,887 40,861
Stock options............................................... 779 -- 615 16
------ ------ ------ ------
Diluted weighted average shares outstanding................. 41,666 40,861 41,502 40,877
====== ====== ====== ======
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BOCA RESORTS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following options to purchase shares of common stock were outstanding
during the periods presented, but were not included in the computation of
earnings per share because the options' exercise price was greater than the
average market price of the common shares and, therefore, the effect would be
antidilutive.
THREE MONTHS NINE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
--------------- ---------------
2001 2000 2001 2000
------ ------ ------ ------
(IN THOUSANDS)
Number of shares covered by options......................... 5,407 5,143 5,571 5,127
4. INCOME TAXES
No provision for income taxes was recorded for the nine-month periods
presented due to an offsetting decrease in the Company's valuation allowance
which totaled $170,000 and $2.3 million for the nine months ended March 31, 2001
and 2000, 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. 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 Company does
not use derivative financial instruments for trading purposes. The fair value of
the interest rate swap agreement was not material at March 31, 2001 and June 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.
6. CREDIT LINES, NOTES PAYABLE AND SENIOR SUBORDINATED NOTES
The Company received net proceeds of $279.9 million in connection with the
sale of the Arizona Biltmore Resort & Spa in December 2000. As of March 31,
2001, the Company had used $60.0 million to repurchase a portion of its
outstanding 9.875% Senior Subordinated Notes, $56.5 million to repay the
outstanding balance under its revolving credit facility and $28.4 million to
repay other secured indebtedness.
7. SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash financing activities supplemental to the Consolidated Statements
of Cash Flows include the assumption of indebtedness totaling $59.4 million by
the buyer of the Arizona Biltmore Resort & Spa. See Note 6.
8. SUBSEQUENT EVENTS
On May 8, 2001, the Company's Board of Directors approved a share
repurchase program authorizing the Company to purchase up to $30 million of its
outstanding Class A Common Stock over the next 24 months. Such purchases may be
made from time to time at prevailing prices in the open market in compliance
with Securities and Exchange Commission Rule 10b-18, or in privately negotiated
transactions, subject to legal restrictions. As of May 11, 2001 the Company had
repurchased 592,766 shares of its Class A Common Stock.
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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 for the
year ended June 30, 2000 because the Form 10-K provides substantially greater
detail.
BUSINESS PHILOSOPHY
Management continuously evaluates ownership, acquisition and divestiture
alternatives relating to its two business segments with the intention of
maximizing shareholder value.
PRO FORMA RESULTS OF OPERATIONS
The accompanying tables and associated discussion are set forth on a pro
forma basis, which excludes the operating results from the Arizona Biltmore
Resort & Spa that was sold in December 2000 and gives effect to the application
of the related proceeds as if such asset were sold at the beginning of each
period presented. Management believes the pro forma data provides a more
meaningful comparison of the three and nine month periods presented.
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PRO FORMA BUSINESS SEGMENT INFORMATION
The accompanying table outlines pro forma business segment operating data
for the three and nine months ended March 31 (in 000's).
THREE MONTHS ENDED NINE MONTHS ENDED
------------------- -------------------
2001 2000 2001 2000
-------- -------- -------- --------
Revenue:
Leisure and recreation.............................. $101,986 $ 93,502 $217,258 $201,093
Entertainment and sports............................ 25,630 28,442 51,539 54,282
-------- -------- -------- --------
Total revenue............................... 127,616 121,944 268,797 255,375
Operating expenses:
Cost of services:
Cost of leisure and recreation services.......... 37,055 34,252 94,999 89,646
Cost of entertainment and sports services........ 24,326 22,502 53,527 50,871
Selling, general and administrative expenses:
Leisure and recreation........................... 17,621 17,624 52,754 49,397
Entertainment and sports......................... 2,277 2,526 7,070 7,924
Corporate........................................ 2,007 2,325 6,402 7,900
Amortization and depreciation:
Leisure and recreation........................... 7,620 6,625 22,203 18,495
Entertainment and sports......................... 400 462 1,200 1,419
Corporate........................................ 79 55 229 131
-------- -------- -------- --------
Total operating expenses.................... 91,385 86,371 238,384 225,783
-------- -------- -------- --------
Operating income (loss):
Leisure and recreation........................... 39,690 35,001 47,302 43,555
Entertainment and sports......................... (1,373) 2,952 (10,258) (5,932)
Corporate........................................ (2,086) (2,380) (6,631) (8,031)
-------- -------- -------- --------
Total operating income...................... 36,231 35,573 30,413 29,592
Interest and other income............................. 3,017 2,659 10,494 9,065
Interest and other expense............................ (10,849) (12,563) (35,984) (34,530)
-------- -------- -------- --------
Income before extraordinary item...................... $ 28,399 $ 25,669 $ 4,923 $ 4,127
======== ======== ======== ========
EBITDA (loss):
Leisure and recreation........................... $ 47,505 $ 41,840 $ 70,175 $ 62,915
Entertainment and sports......................... (539) 3,440 (8,349) (4,382)
Corporate........................................ 381 94 2,713 169
-------- -------- -------- --------
Total....................................... $ 47,347 $ 45,374 $ 64,539 $ 58,702
======== ======== ======== ========
Adjusted EBITDA (loss):
Leisure and recreation........................... $ 51,011 $ 46,047 $ 78,912 $ 71,291
Entertainment and sports......................... (539) 3,440 (8,349) (4,382)
Corporate........................................ 381 94 2,713 169
-------- -------- -------- --------
Total....................................... $ 50,853 $ 49,581 $ 73,276 $ 67,078
======== ======== ======== ========
SEASONALITY
The Company has historically experienced, and expects to continue to
experience, seasonal fluctuations in its revenue and net income (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.
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CONSOLIDATED PRO FORMA RESULTS OF OPERATIONS
Pro forma income before extraordinary item was $28.4 million and $25.7
million for the three months ended March 31, 2001 and 2000, respectively, and
$4.9 million and $4.1 million during the nine months ended March 31, 2001 and
2000, respectively.
The increases in pro forma income before extraordinary item during the
three and nine months ended March 31, 2001 over the comparable prior year
periods was primarily due to improved leisure and recreation business operating
results arising from higher revenue and better profit margins. Improved resort
operating results were offset by lower entertainment and sports business
performance primarily because of a decrease in Panthers' revenue and higher
player salaries. Additional information relating to the operating results for
each business segment is set forth below.
LEISURE AND RECREATION
Select pro forma operating data for the Company's leisure and recreation
business for the three and nine months ended March 31 is set forth below (in
000's except operating statistics):
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------- ----------------------------
2001 2000 % CHG. 2001 2000 % CHG.
-------- ------- ------ -------- -------- ------
Revenue:
Room revenue............................ $ 47,762 $45,145 6% $ 93,244 $ 88,098 6%
Non-room related revenue................ 54,224 48,357 12% 124,014 112,995 10%
-------- ------- -------- --------
Total leisure and recreation
revenue........................ $101,986 $93,502 9% $217,258 $201,093 8%
Operating Statistics:
Available room nights..................... 201,510 203,840 (1)% 613,588 616,000 --%
Average daily rate........................ $ 287.75 $276.66 4% $ 215.80 $ 206.14 5%
Occupancy................................. 82.4% 80.1% 3% 70.4% 69.4% 1%
Room revenue per available room........... $ 237.02 $221.47 7% $ 151.97 $ 143.02 6%
Total leisure and recreation revenue per
available room.......................... $ 506.11 $458.69 10% $ 354.09 $ 326.45 8%
Pro forma Revenue
Pro forma leisure and recreation revenue totaled $102.0 million and $93.5
million during the three months ended March 31, 2001 and 2000, respectively, and
$217.3 million and $201.1 million during the nine months ended March 31, 2001
and 2000, respectively. The leisure and recreation business generates a
diversified stream of revenue. Pro forma non-room revenue, which represented
over 50% of leisure and recreation revenue for each period presented, was
derived from sources such as food and beverage sales, yachting and marina
revenue, golf revenue, club membership fees, retail sales and other resort
amenities. The increase in non-room revenue during the three and nine months
ended March 31, 2001 was primarily associated with increases in golf related
revenue due to the opening of Naples Grande Golf Club in February 2000. As
outlined above, the resort portfolio also yielded increases in the average daily
room rate ("ADR") and occupancy during the three and nine months ended March 31,
2001. Increases to ADR and occupancy were attributable, in large part, to an
expanded amenity base at the Company's resorts coupled with certain room
renovations. The decrease in available rooms nights during the three and nine
months ended March 31, 2001 versus the comparable prior year periods was
primarily because the prior year periods included one additional room night due
to leap year.
Pro forma Operating Expenses
Pro forma cost of leisure and recreation services totaled $37.1 million, or
36% of pro forma revenue, during the three months ended March 31, 2001, compared
to $34.3 million, or 37% of pro forma revenue, during the three months ended
March 31, 2000. Pro forma cost of leisure and recreation services totaled $95.0
million, or 44% of pro forma revenue, during the nine months ended March 31,
2001, compared to $89.6 million, or 45% of pro forma revenue, during the nine
months ended March 31, 2000. Pro forma cost of
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services, as a percent of pro forma revenue, decreased during the three and nine
months ended March 31, 2001 primarily because of an increase in the ADR together
with room labor cost efficiencies.
Pro forma selling, general and administrative expenses ("S,G&A") of the
leisure and recreation business totaled $17.6 million, or 17% of pro forma
revenue, during three months ended March 31, 2001, compared to $17.6 million, or
19% of pro forma revenue, during the three months ended March 31, 2000. Pro
forma S,G&A of the leisure and recreation business totaled $52.8 million, or 24%
of pro forma revenue, during nine months ended March 31, 2001, compared to $49.4
million, or 25% of pro forma revenue, during the nine months ended March 31,
2000. Pro forma S,G&A, as a percent of pro forma revenue, decreased during the
three and nine months ended March 31, 2001 primarily because many fixed
expenses, including certain administrative payroll costs and real estate taxes,
were constant in dollar amount despite the increase in pro forma revenue. Pro
forma S,G&A of the leisure and recreation business also includes, among other
items, selling and marketing expenses, energy and property costs, insurance,
franchise agreement fees and other administrative expenses.
Pro forma amortization and depreciation expense for the leisure and
recreation business was $7.6 million and $6.6 million during the three months
ended March 31, 2001 and 2000, respectively, and $22.2 million and $18.5 million
during the nine months ended March 31, 2001 and 2000, respectively. The increase
during the three and nine months ended March 31, 2001 compared to the three and
nine months ended March 31, 2000 was primarily due to the completion of several
capital projects at the Boca Raton Resort & Club and Registry Resort resulting
in additional depreciation expense.
Pro forma Operating Income
Pro forma operating income for the leisure and recreation business totaled
$39.7 million and $35.0 million during the three months ended March 31, 2001 and
2000, respectively, and $47.3 million and $43.6 million during the nine months
ended March 31, 2001 and 2000, respectively. The increase in pro forma operating
income during the three and nine months ended March 31, 2001 compared to the
three and nine months ended March 31, 2000 was primarily the result of an
increase in revenue and profit 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 loss was $1.4 million for the three months ended
March 31, 2001 compared to operating income of $3.0 million for the three months
ended March 31, 2000. Operating loss was $10.3 million and $5.9 million during
the nine months ended March 31, 2001 and 2000, respectively. The decrease in
operating results during the three and nine months ended March 31, 2001 compared
to the three and nine months ended March 31, 2000 was primarily because of a 14%
decline in average paid attendance at Panther home games and higher players'
salaries.
PRO FORMA CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES
Pro forma corporate general and administrative expenses totaled $2.0
million and $2.3 million during the three months ended March 31, 2001 and 2000,
respectively, and $6.4 million and $7.9 million during the nine months ended
March 31, 2001 and 2000, respectively. Pro forma corporate general and
administrative expenses decreased during the nine months ended March 31, 2001
because certain non-recurring legal fees were incurred during the nine months
ended March 31, 2000.
PRO FORMA INTEREST AND OTHER INCOME
Pro forma interest and other income totaled $3.0 million and $2.7 million
for the three months ended March 31, 2001 and 2000, respectively, and $10.5
million and $9.1 million for the nine months ended March 31, 2001 and 2000,
respectively. The increase in pro forma interest and other income during the
nine months ended March 31, 2001 compared to the nine months ended March 31,
2000 was primarily because of a higher average interest-bearing cash balance
during the 2001 nine-month period.
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PRO FORMA INTEREST AND OTHER EXPENSE
Pro forma interest and other expense totaled $10.8 million and $12.6
million for the three months ended March 31, 2001 and 2000, respectively, and
$36.0 million and $34.5 million for the nine months ended March 31, 2001 and
2000, respectively. The Company's average cost of borrowing and pro forma
average outstanding indebtedness was approximately the same for each of the
periods presented. The change in pro forma interest and other expense during the
periods presented was primarily the result of fluctuations in the amount of
capitalized interest on qualifying projects.
PRO FORMA EBITDA
Pro forma EBITDA represents earnings before extraordinary items, interest
expense, income taxes, depreciation, amortization and minority interest. Pro
forma EBITDA totaled $47.3 million and $45.4 million during the three months
ended March 31, 2001 and 2000, respectively, and $64.5 million and $58.7 million
during the nine months ended March 31, 2001 and 2000, respectively. The increase
in pro forma EBITDA during the three and nine months ended March 31, 2001 over
the comparable prior year periods was primarily due to improved operating
results for the leisure and recreation business offset by a decline in
entertainment and sports operating results. See discussion of business segment
financial performance above for additional information on comparative operating
results. 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.
PRO FORMA ADJUSTED EBITDA
Pro forma Adjusted EBITDA represents EBITDA plus the amount of net
membership fees deferred during the period. The net membership fees deferred
represents the period change in deferred revenue arising from the Premier Clubs
at the Boca Raton Resort & Club, Naples Grande and the Grande Oaks Golf Club.
Net memberships deferred totaled $3.5 million and $4.2 million during the three
months ended March 31, 2001 and 2000, respectively, and $8.7 million and $8.4
million during the nine months ended March 31, 2001 and 2000, respectively. The
Company opened Naples Grande Golf Club during the three months ended March 31,
2000, which resulted in strong introductory membership sales during that period.
EXTRAORDINARY ITEM
The Company recorded a $1.8 million extraordinary loss on the repurchase of
$60.0 million principal amount of its 9.875% Senior Subordinated Notes (the
"Notes") during the three months ended March 31, 2001. The extraordinary loss
substantially represents the non-cash charge-off of a pro rata portion of the
debt issuance costs previously capitalized when the Notes were issued.
LIQUIDITY AND CAPITAL RESOURCES
Unrestricted cash and cash equivalents increased to $123.8 million at March
31, 2001, 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 $24.2 million and $39.9
million during the nine months ended March 31, 2001 and 2000, respectively. The
decrease in cash flow from operations from March 31, 2000 to March 31, 2001 was
primarily the result of less cash generated from the leisure and recreation
business due to the sale of the Arizona Biltmore Resort and Spa and less cash
from the entertainment and sports business due to a decline in cash received
from ticket sales and higher Panther player' costs during the 2001 period.
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Net Cash Provided by (Used in) Investing Activities
Net cash provided by investing activities amounted to $229.8 million during
the nine months ended March 31, 2001, compared to net cash used in investing
activities of $35.6 million during the nine months ended March 31, 2000. The
significant change was primarily the result of the sale of the Arizona Biltmore
Resort & Spa, which yielded net proceeds to the Company of $279.9 million.
Capital expenditures totaled $48.2 million during the nine months ended
March 31, 2001 compared to $52.8 million during the nine months ended March 31,
2000. During the nine months ended March 31, 2001, capital spending at the Boca
Raton Resort & Club commenced on new projects including an eight-story marina
wing complex consisting of 112 water-view luxury guestrooms, a spa complex, a
golf clubhouse and marina slips, as well as continued spending on the room
renovation with 80% of the guestrooms complete. In addition, at the Boca Raton
Resort & Club the Company completed a new Tuscan style restaurant and retail
pavilion, which opened in November 2000. The Company has also completed a new
pool/aquatic center, 6,000 square feet of additional conference space and
enhancements to the beach facility and boardwalk at the Registry Resort and
renovated its 296 guestrooms at the Bahia Mar Resort and Yachting Center.
During the nine months ended March 31, 2000, capital spending primarily
related to the construction of a guest parking facility and commencement of a
luxury guestroom renovation at the Boca Raton Resort & Club, golf related
improvements at the Naples Grande golf course and the acquisition of commercial
property located near the Company's Fort Lauderdale resorts.
Restricted cash increased $2.0 million during the nine months ended March
31, 2001 compared to a decrease of $21.3 million during the nine months ended
March 31, 2000. The $21.3 million decrease in restricted cash during the nine
months ended March 31, 2000 related primarily to the release of restricted cash
at the Boca Raton Resort & Club for facility development. Beginning in February
2000, funds previously restricted became potentially unrestricted on a monthly
basis pursuant to terms of an amended loan and security agreement for the Boca
Raton Resort & Club. Prior to the amendment, certain restricted amounts were
potentially made available to the Company on a semi-annual basis. Under
covenants to the loan agreement for the Boca Raton Resort & 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.
Cash Provided by (Used in) Financing Activities
Net cash used in financing activities amounted to $149.5 million during the
nine months ended March 31, 2001, compared to net cash provided by financing
activities of $1.9 million during the nine months ended March 31, 2000. Cash
flows for each period primarily represent borrowings under credit facilities,
net of the repayment of indebtedness (including the repurchase of senior
subordinated notes). During the nine months ended March 31, 2001 a substantial
amount of indebtedness was repaid using a portion of the proceeds of the Arizona
Biltmore Resort & Spa. In addition, during the nine months ended March 31, 2001,
$2.5 million was paid to a former minority interest holder in the entity that
managed the Miami Arena, which represents a partial payment for substantially
all of their share of a termination fee.
Capital Resources
The Company's capital resources are provided from both internal and
external sources. The primary capital resources from internal operations include
(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 sales, broadcasting rights, sponsorship revenue,
arena operations and other revenue derived from ownership of the Panthers. The
primary external sources of liquidity have been the issuance of debt securities
and borrowing under term loans and credit lines.
As of May 11, 2001, the Company had immediate availability of $144.7
million under its revolving credit line, which matures in April 2002. As a
result of this availability combined with cash on hand and expected cash from
operations, management believes the Company has sufficient funds to continue its
capital
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maintenance and expansion plans 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 March 31,
2001 are discussed below. Balance sheet changes in property and equipment,
intangible assets and accounts payable and accrued expenses are primarily the
result of the sale of the Arizona Biltmore Resort & Spa.
Accounts Receivable
Accounts receivable increased to $40.8 million at March 31, 2001, from
$30.3 million at June 30, 2000. Approximately $6.7 million of the increase
relates to the leisure and recreation business where it is customary for trade
receivables to increase during peak operating season. The remaining increase
primarily relates to the hockey team where sponsorship and broadcasting
receivables tend to be higher during the regular playing season, which extends
from October to April.
Senior Subordinated Notes Payable and Credit Lines and Notes Payable,
Including Current Portion
The Company's consolidated indebtedness, including its outstanding 9.875%
Senior Subordinated Notes, totaled $377.3 million at March 31, 2001 compared to
$583.2 million at June 30, 2000. Approximately $59.4 million of the decrease
related to the assumption of mortgage indebtedness by the buyer of the Arizona
Biltmore Resort & Spa. In addition, the Company used an additional $60.0 million
in net proceeds from the asset sale to repurchase a portion of its outstanding
9.875% Senior Subordinated Notes, $56.5 million to repay the outstanding balance
under its revolving credit facility and $28.4 million to repay other secured
indebtedness. The remaining decrease related to contractual debt repayments
required under various agreements.
Working Capital
Current assets exceeded current liabilities by $29.0 million at March 31,
2001, compared to a working capital deficit of $66.4 million at June 30, 2000.
The increase in working capital resulting from the proceeds of the sale of the
Arizona Biltmore Resort & Spa was partially offset because $96.8 million
outstanding under a mortgage note payable secured by the Boca Raton Resort &
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 March 31,
2001.
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 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
None.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on January 8, 2001 reporting
certain information relating to the sale of the Arizona Biltmore Resort & Spa.
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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: May 15, 2001 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)
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