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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 1-13173
BOCA RESORTS, INC.
(FORMERLY KNOWN AS FLORIDA PANTHERS HOLDINGS, INC.)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 65-00676005
(State of Incorporation) (I.R.S Employer Identification No.)
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
(Address of Principal Executive Offices) (Zip Code)
(954) 712-1300
Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
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Class A Common Stock, New York Stock Exchange
par value $.01 per share
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of September 17, 1999, the registrant had 40,551,370 shares of Class A
common stock, $ .01 par value (the "Class A Common Stock"), outstanding and, at
such date, the aggregate market value of the shares of Class A Common Stock held
by non-affiliates of the registrant was approximately $294.9 million. As of
September 17, 1999 the registrant had 255,000 shares of Class B common stock $
.01 par value (the "Class B Common Stock"), outstanding, none of which was held
by a non-affiliate of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part III Portions of the Registrant's Proxy Statement relating to the 1999
Annual Meeting of Stockholders.
Part IV Portions of previously filed reports and registration statements.
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INDEX
TO FORM 10-K
PAGE
NUMBER
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PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 13
Item 3. Legal Proceedings........................................... 13
Item 4. Submission of Matters to a Vote of Security-Holders......... 15
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 15
Item 6. Selected Financial Data..................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 18
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 26
Item 8. Financial Statements and Supplementary Data................. 27
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 51
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 51
Item 11. Executive Compensation...................................... 51
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 51
Item 13. Certain Relationships and Related Transactions.............. 51
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 51
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PART I
ITEM 1. BUSINESS
INTRODUCTION
Boca Resorts, Inc. (the "Company"), which was known as Florida Panthers
Holdings, Inc. until September 28, 1999, is a leading owner and operator of
leisure and recreation and entertainment/sports businesses. The Company's
leisure and recreation segment primarily consists of the ownership and operation
of six luxury resorts with hotels, conference facilities, golf courses, spas,
marinas and private clubs and its entertainment and sports segment primarily
includes the operations of the Florida Panthers Hockey Club (the "Panthers"),
the National Car Rental Center, a multi-purpose entertainment complex where the
Panthers play their home games, and related arena management operations.
Management believes that each of the Company's businesses operate premier
assets, which due to their market positions, attract a large base of loyal
customers with high disposable income, thereby allowing it to maximize revenue
and cash flow.
The leisure and recreation operations include the ownership of six
well-known, luxury resorts with a combined 2,985 rooms. The Company's resorts
include: the Boca Raton Resort and Club (Boca Raton, Florida), the Arizona
Biltmore Hotel (Phoenix, Arizona), the Registry Resort at Pelican Bay (Naples,
Florida), the Edgewater Beach Hotel (Naples, Florida), the Hyatt Regency Pier 66
Hotel and Marina (Fort Lauderdale, Florida), and the Radisson Bahia Mar Resort
and Yachting Center (Fort Lauderdale, Florida).
Each of the resorts possesses numerous competitive and operational
strengths. The resorts are unique, irreplaceable assets with high recognition
and strong positioning in their target markets. All of the resorts' facilities
and amenities provide multiple and diverse revenue streams and attract upscale
business and leisure customers. In addition, through the development of
additional guestrooms and/or resort amenities, the resorts have opportunities to
significantly increase revenue and cash flow.
The entertainment and sports operations primarily consist of ownership and
management of the Panthers, a National Hockey League franchise, and management
of the National Car Rental Center. The Panthers generate revenue through the
sale of tickets to Panthers' home games, the licensing of local market
television, cable network, and radio rights, from distributions under
revenue-sharing arrangements with the NHL covering national broadcasting
contracts, as well as other ancillary sources including expansion franchise
fees. In addition, the Company generates revenue through its participation in
the net operating income of the National Car Rental Center, where the Panthers
began playing their home games with the opening of the 1998-1999 NHL season.
BUSINESS STRATEGY
The Company's current business strategy is to focus on expanding its
leisure and recreation businesses. The Company's objective is to maximize the
cash flow from and the value of the Company's leisure and recreation businesses
by:
- Continuing internal growth through capital improvements at the
resorts. Management believes that the Company's resorts have the
opportunity for continued internal growth. In addition to normal
recurring maintenance capital expenditures over the past four years,
approximately $145 million has been invested in the resorts on capital
projects including the Boca Raton Resort and Club conference center, golf
course, tennis and fitness center, as well as various other property
renovations.
Management believes that these capital expenditures have resulted in
increases to the average daily room rates and have attracted higher
spending corporate and group guests resulting in increased total revenue
per available room. For the year ended June 30, 1999, the average daily
room rate was $201.40, room revenue per available room was $135.45 and
total revenue per available room was $312.64. For the year ended June 30,
1998, the average daily room rate was $189.31, room revenue per available
room was $129.82 and total revenue per available room was $290.18. These
statistics compare favorably to the luxury resort industry, which
according to Smith Travel Research, achieved an average daily room rate
of $166.05 and room revenue per available room of $120.69 in calendar
1998.
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The Company expects to undertake additional capital improvements at its
resorts provided that capital is available on suitable terms and that each
capital enhancement is projected to yield an acceptable return on
investment. Such capital improvements may include:
- Completion of a new championship golf course in Naples, Florida;
- At the Boca Raton Resort and Club, adding 114 luxury guestrooms,
renovating 100 guestrooms, as well as adding a spa complex and 30,000
square feet of retail/restaurant space;
- At the Registry Resort at Pelican Bay, adding conference space, a spa
complex, making beach facility improvements and adding a new pool
complex; and
- At the Arizona Biltmore Hotel, adding conference space and 100
guestrooms.
- Continued focus on upscale business and leisure customers. Management
believes that its focus on corporate group customers and upscale business
and leisure customers allows the Company to maximize total revenue per
available room. It has been management's experience that these customers
are more likely to use the additional amenities and facilities available
at the resorts, thereby increasing revenue. Additionally, group customers
tend to book reservations 12 to 36 months in advance of their stay, thus
enabling management to better estimate future revenue streams. Group
business has also been used by the Company to fill off peak leisure
periods. Management believes that by targeting upscale customers the
Company is well positioned to take advantage of demographic trends (which
include an aging "baby-boom" population with increasing disposable
income) creating increased demand for luxury resorts and related
amenities. Management also believes the resorts will be able to
capitalize on these trends given their properties' unique nature and
locations. The Company's ability to capitalize on these trends will be
enhanced by the high barriers of entry into the luxury resort industry.
- Seeking cross-marketing opportunities. Management believes the current
portfolio of luxury resorts provides the Company with a variety of
cross-marketing opportunities. For example, corporate and other group
customers that hold conferences on a regular basis often rotate their
conference locations. By offering a significant number of affiliated
luxury resort alternatives to corporate and group customers, management
believes that the Company will be able to encourage them to use the
resorts on a regular basis.
- Capitalizing on integration of recent acquisitions. Management believes
the integration of certain aspects of the resort operations will allow
the Company to capitalize on its experienced management team, as well as
to realize significant operating efficiencies. Each member of the leisure
and recreation senior management team has over 20 years of experience in
the resort and real estate industries. Management believes the team's
ability to develop incremental revenue streams and generate cash flow
growth has been demonstrated by the success of the Boca Raton Resort and
Club. In addition, managing all of the resorts by a single management
team with established practices and systems will improve the efficiency
of the resort operations. Management is focusing on integrating the
operations of all of the resorts, including reservations, purchasing,
training, information systems, insurance and marketing, in order to
achieve greater operating efficiencies and improved profit margins.
- Expanding Premier Club concept to other locations. The Company continues
to expand and develop its Premier Club concept, which was first
introduced in 1991 at the Boca Raton Resort and Club. Membership in the
Boca Raton Resort Premier Club allows Premier Club members access to the
Boca Raton Resort and Club grounds, restaurants, recreational facilities
and other private social functions, which are otherwise restricted to
resort guests. The Company reopened the Grande Oaks Golf Club in June
1999 offering members and guests of the Company's Fort Lauderdale hotels
play at a new 18-hole championship facility. Management intends to extend
the Premier Club concept to this and to other locations and resorts. By
doing so, management believes it will allow the Company to generate
substantial incremental revenue from existing or planned facilities and
services. Management antici-
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pates that the Premier Club will allow the Company to market resort
properties, restaurants, pools, and where available, tennis, golf, spas
and other leisure and recreational amenities to residents in local
communities in a country club/social club setting.
While it is the Company's primary focus to expand its leisure and
recreation business, management will continue to maximize its opportunities
within the entertainment and sports segment. Management believes the National
Car Rental Center, which was completed in October 1998, will significantly
increase the Company's ability to market and profit from the Panthers. In
addition, management believes the ability to participate in the revenue from
non-hockey events held at the National Car Rental Center will increase the cash
flow from the entertainment and sports operations. The Company participates in
all of the revenue from the National Car Rental Center, including revenue from
the sale of Panthers tickets, the leasing of luxury suites and premium club
seats, arena advertising and sponsorships, food and beverage concessions,
parking, as well as revenue from other entertainment events.
Management also continuously evaluates ownership, acquisition and
divestiture alternatives relating to the two business segments with the
intention of maximizing value.
LEISURE AND RECREATION BUSINESS
The following table sets forth a summary of the key features of each of the
Company's resorts:
NO. OF
NO. OF CONFERENCE NO. OF NO. OF NO. OF FOOD NO. OF
ROOMS/ SPACE GOLF TENNIS SWIMMING BOAT & BEVERAGE RETAIL
ACRES SUITES SQ. FT. COURSES COURTS POOLS SLIPS SITES SHOPS
----- ------ ---------- ------- ------ -------- ----- ---------- ------
Boca Raton Resort and Club...... 298 963 190,000 4(2) 30 5 25 15 14
Arizona Biltmore Hotel.......... 39 742(1) 60,000 2(3) 8 7 -- 5 6
Registry Resort at Pelican
Bay........................... 15 474 38,000 3(4) 15 3 -- 7 7
Edgewater Beach Hotel........... 2 126 3,600 3(4) -- 1 -- 2 1
Hyatt Regency Pier 66 Hotel and
Marina........................ 23 380 22,000 1(5) 2 3 142 6 3
Radisson Bahia Mar Resort and
Yachting Center............... 40 300 20,000 1(5) 4 1 350 2 5
--- ----- ------- --- -- -- --- -- --
417 2,985 333,600 10 59 20 517 37 36
=== ===== ======= === == == === == ==
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(1) Includes 122 rooms which were completed in September 1999.
(2) Boca Raton Resort and Club maintains two 18-hole golf courses on premises.
In addition, the resort has access to two 18-hole golf courses through use
agreements.
(3) Arizona Biltmore Hotel has access to two 18-hole golf courses through use
agreements.
(4) The Registry Resort at Pelican Bay and the Edgewater Beach Hotel have access
to the same two 18-hole golf courses through use agreements. In the future,
guests will also have access to the new 18-hole golf course in Naples which
is owned by the Company and is currently under development.
(5) Hyatt Regency Pier 66 Hotel and Marina and Radisson Bahia Mar Resort and
Yachting Center have access to the Grande Oaks Golf Club.
Amenities and services at the resorts include conference facilities, golf
courses, tennis facilities, spas, fitness centers, marinas, restaurants, retail
outlets, swimming pools, and other activities and services. The diversity and
number of amenities and services at the facilities provides the Company with
substantial non-room revenue. For the year ended June 30, 1999, approximately
57% of revenue from the leisure and recreation operations were generated from
non-room sources. In addition, luxury amenities and services allow the Company
to maintain premium pricing for its rooms. For the year ended June 30, 1999, the
average daily room rate for the Company's resort portfolio was $201.40, compared
to the average daily room rate of $166.05 for the luxury resort industry for
calendar 1998, according to Smith Travel Research.
The resorts' conference facilities and other amenities make them attractive
locations for group functions. The conference facilities include over 330,000
square feet of combined conference space and the Company maintains its own
in-house planning and logistics capabilities. In addition, management believes
the
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geographic diversity of the Company's resorts in eastern and western Florida and
Arizona will allow its sales people to market multiple resort locations to
corporate and association groups that prefer to rotate conference locations from
year to year.
The Company continues to expand and develop the Premier Club concept, which
was first introduced in 1991 at the Boca Raton Resort and Club. Membership in
the Boca Raton Resort Premier Club allows Premier Club members access to the
Boca Raton Resort and Club grounds, restaurants, recreational facilities and
other private social functions, which are otherwise restricted to resort guests.
The Boca Raton Resort Premier Club currently requires an initial membership fee
of $45,000 and annual social dues starting at $2,300. Additional dues are
required for members to have access to the resort's golf and tennis facilities.
Annual cash flow from Premier Club membership fees and dues has grown to $12.7
million in fiscal 1999, from $9.8 million in fiscal 1996. In addition, Premier
Club members generate additional revenue through the use of existing resort
facilities and services, which are available on a fee-for-use basis. In June
1999, the Company reopened Grande Oaks Golf Club, offering members and guests of
the Company's Fort Lauderdale resorts play at the redesigned 18-hole
championship facility and plans on expanding the Premier Club concept to this
and to the Company's other resorts through the development of additional
amenities and membership programs.
Additional information relating to the Company's resorts, including
renovations and distinctions, is set forth below.
BOCA RATON RESORT AND CLUB
- Renovations/Expansion. In January 1998, Boca Raton Resort completed a
$46.5 million expansion and renovation project which included: (1) a new
140,000 square foot conference facility; (2) a state-of-the-art tennis
and fitness center complex; (3) a new Bates-designed 18-hole golf course,
replacing one of its previous 18-hole golf courses; and (4) an expanded
650-space parking facility. The completion of the conference center
allows Boca Raton Resort to accommodate more than one large group at a
time, resulting in better utilization of its luxury guestrooms.
- Distinctions. Boca Raton Resort has consistently been awarded the
Readers' Award as one of the "Top 25 Hotels in North America" by Travel &
Leisure magazine and was named to Conde Nast Traveler's Gold List in 1998
and recognized in Executive Travel Magazine as one of the Top 3 Hotels of
the Americas in 1998.
ARIZONA BILTMORE HOTEL
- Renovations/Expansion. Arizona Biltmore completed a $50.0 million
property-wide renovation and expansion program in 1996 and added the spa
complex in late 1997. In September 1999, a $12.2 million expansion
project was completed which included 122 additional luxury guestrooms and
an Olympic size swimming pool.
- Distinctions. The property was featured in Architectural Digest in 1996,
was awarded the 1997 and 1998 Heritage Award of Excellence by the Urban
Land Institute, was featured in Historic Traveler Magazine in 1998 and
was named to Conde Nast Traveler's Gold List in 1998.
REGISTRY RESORT AT PELICAN BAY
- Distinctions. Registry Resort has consistently received the Mobile
Travel Guide's Four Star Award, as well as the AAA's Four Diamond Award,
and was cited in 1998 by Conde Nast Traveler magazine as one of the Top
50 U.S. Mainland Resorts. The Registry Resort was also awarded Tennis
magazine's 50 Greatest U.S. Tennis Resorts for 1998.
EDGEWATER BEACH HOTEL
- Renovations/Expansion. In 1997, Edgewater Beach Hotel completed a $2.2
million renovation of its 126 luxury suites, along with improvements to
its amenities.
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- Distinctions. In 1998, Edgewater Beach Hotel was featured in Resorts and
Great Hotels and received Wine Spectator magazine's Award of Excellence.
In 1995, the resort was named to Conde Nast Traveler's Best Places to
Stay in the World and has consistently received the Mobile Travel Guide's
Four Star Award and the AAA's Four Diamond Award.
HYATT REGENCY PIER 66 HOTEL AND MARINA
- Renovations/Expansion. Hyatt Regency Pier 66 completed an $8.4 million
renovation of its guestrooms in November 1998.
- Distinctions. Hyatt Regency Pier 66 has consistently received the Mobil
Travel Guide's Four Star Award, the AAA's Four Diamond Award, Successful
Meetings Magazine's Pinnacle Award in 1998 and Meetings and Conventions
Gold Key Award in 1998.
- Franchise Agreement. Upon the acquisition of Hyatt Regency Pier 66, the
Company assumed the rights under a 20-year franchise agreement with Hyatt
Franchise Corporation. The Hyatt franchise agreement terminates in
November 2014. The Hyatt franchise agreement provides for the payment of
monthly royalty fees equal to 5% of gross room revenue. The Hyatt
franchise agreement also provides for the payment to Hyatt of certain
Hyatt "allocable chain expenses" relating to sales and marketing costs
based on the total number of guestrooms at Hyatt Regency Pier 66 compared
to the average number of guestrooms in all Hyatt hotels in the United
States. A fee for the use of the Hyatt reservation system is also charged
to Hyatt Regency Pier 66. The Hyatt franchise agreement also requires
that a reserve, equal to 4% of gross room revenue, be maintained by Hyatt
Regency Pier 66 for replacement of furniture, fixtures and equipment and
for those repairs and maintenance costs that are capitalizable under
generally accepted accounting principles. The franchise agreement
requires significant renovations of guestrooms, corridors and other
public areas every five to six years. The replacement of other furniture,
fixtures and equipment, as defined in the agreement, is to occur every 10
to 12 years.
RADISSON BAHIA MAR RESORT AND YACHTING CENTER
- Renovations/Expansion. Radisson Bahia Mar completed an extensive $8.1
million renovation project in 1995 relating primarily to its guestrooms
and the relocation of its meeting space and restaurants.
- Distinctions. Radisson Bahia Mar has consistently received the Mobile
Travel Guide's Three Star Award and the AAA's Three Diamond Award, as
well as the 1995 Radisson President's Award and the 1998 Anchor Award
presented by Marine Industries Association of South Florida. The Radisson
Bahia Mar marina is host to the International Boat Show, an annual
six-day boating and marine event, which is billed as the world's largest
in-water boat show.
- License Agreement. Upon the acquisition of Radisson Bahia Mar, the
Company assumed the rights under the Radisson license agreement with
Radisson Hotels International, Inc., which expires in July 2004. The
terms of the Radisson license agreement allow the Company to operate the
hotel using Radisson's proprietary hotel management system. Annual fees
payable to Radisson pursuant to the Radisson license agreement are 5% of
gross room sales.
- Leases. The site of the resort is subject to a land lease that expires
in 2062.
In addition to the resort properties discussed above, the Company also owns
Grande Oaks Golf Club. The Grande Oaks Golf Club was formerly known as Rolling
Hills Golf Club, site of the hit comedy "Caddy Shack". The property now features
a redesigned 18-hole championship golf course, a par three golf course, a new
practice facility and a state-of-the-art clubhouse. The redesigned facility and
club opened in June 1999.
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ENTERTAINMENT AND SPORTS BUSINESS
HOCKEY OPERATIONS
The hockey operations primarily consist of the ownership and operation of
the Panthers. The Panthers began play during the 1993-1994 NHL season and have
been a highly successful franchise, reaching the playoffs in two out of the last
four seasons and competing in the 1996 Stanley Cup Championship. The Panthers
have developed a strong fan base in South Florida, selling out all of their home
games for the 1996-1997 and 1997-1998 NHL seasons, with attendance for the
1998-1999 season at the National Car Rental Center averaging approximately
18,000 per game, or 92% of capacity. Since moving to the National Car Rental
Center, the Panthers' average gate receipts have ranked in the top six among NHL
franchises.
The Company derives its hockey revenue principally from the sale of tickets
to the Panthers' home games and national and local broadcasting of Panthers
games and corporate sponsorship, advertising and promotion. Receipts from
tickets, broadcasting, advertising and promotions associated with the Panthers
are recorded as revenue on a per game basis over the NHL regular season. The
Panthers receive all revenue from the sale of tickets to the 41 regular season
home games and no revenue from the sale of tickets to the 41 regular season away
games. During the exhibition season the Company retains all the revenue from
Panthers' home games and shares in the revenue from certain exhibition games
played at neutral sites. If the Panthers make the playoffs, the team receives
revenue from the sale of tickets to home playoff games, with a portion of such
ticket revenue used for league operating costs and shared with the opposing
team.
The Panthers share equally with the other member clubs in expansion
franchise fees as well as in the NHL broadcasting contracts with Fox
Broadcasting Co., ESPN, Inc. and Molson Breweries of Canada Limited, and they
also have in place a local broadcasting contract with SportsChannel Florida
Associates, a Florida limited partnership, 70.0% of which is owned by H. Wayne
Huizenga, the Company's Chairman. From the Panthers' inception through the end
of the 1997-1998 season, the Panthers played all of their home games at the
14,700 seat Miami Arena. The size of the Miami Arena limited the Panthers'
ability to generate revenue from additional ticket sales, concessions and
merchandise sales, and unfavorable lease terms precluded the Panthers from
sharing in suite, building advertising and parking revenue. The Panthers'
operating results have improved significantly with their move to the National
Car Rental Center. The National Car Rental Center provides a variety of revenue
streams to the Company, including suite and premium club seat sales, building
advertising, parking, concessions, and net revenue generated from other
entertainment events held at the arena. Many of these revenue streams are
committed to on a multi-year basis.
The National Hockey League Governance. The NHL is generally responsible
for regulating the conduct of its members. The NHL establishes the regular
season and playoff schedules of the teams. It also negotiates, on behalf of its
members, the league's national over-the-air and cable television contracts and
the collective bargaining agreement with the NHL Players' Association. Each of
the members of the NHL is, in general, jointly and severally liable for the
league's liabilities and obligations and shares in its profits. Under the terms
of the NHL constitution and bylaws, league approval is required under certain
circumstances, including in connection with the sale or relocation of a member.
The NHL and the NHL Players' Association entered into the NHL Collective
Bargaining Agreement on August 11, 1995, which took retroactive effect as of
September 16, 1993. The NHL Collective Bargaining Agreement, as amended, expires
in September 2004. The Panthers will be required to provide appropriate security
by September 1, 2001 to ensure a $10.0 million payment to the NHL's collective
bargaining fund by April 15, 2003. The purpose of the fund is to strengthen the
NHL's bargaining position, if necessary, upon the expiration of its current
Collective Bargaining Agreement in September 2004. The Panthers' contribution
will be returned upon the execution of a new collective bargaining agreement.
Although no assurances can be provided, management believes the Panthers can
obtain sufficient financial resources to fund the required $10.0 million payment
by April 15, 2003.
Restrictions on Ownership. The NHL constitution and bylaws contain
provisions which may in some circumstances operate to prohibit a person from
acquiring the Class A Common Stock, thereby affecting its value. In general, any
acquisition of shares of Class A Common Stock which will result in a person or a
group
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of persons holding a 5.0% or more interest in the Company, and each acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding any multiple of a 5.0% interest, will require the prior approval
of the NHL, which may be granted or withheld in the sole discretion of the NHL.
In addition, no person who directly or indirectly owns any interest in a
privately-held NHL team, or a 5.0% or more interest in any other publicly-held
NHL team, may own, directly or indirectly, a 5.0% or more interest in the
Company, without the prior approval of the NHL. Furthermore, the Panthers may
not grant a security interest in any of its assets, nor may any stockholder who
owns 5.0% or more of the Panthers' equity securities pledge such securities,
without the prior approval of the NHL, which may be withheld in the sole
discretion of the NHL. In connection with any such grant or pledge, the NHL will
require a consent agreement satisfactory to the NHL.
Control Requirement. Unless otherwise permitted by the NHL, H. Wayne
Huizenga is required to maintain voting control of the Company at all times. The
Company issued to Mr. Huizenga shares of Class B Common Stock to satisfy the
control requirements of the NHL. On each matter submitted for stockholder
approval, each share of Class B Common Stock is entitled to 10,000 votes while
each share of Class A Common Stock is entitled to one vote.
ARENA OPERATIONS
National Car Rental Center. In June 1996, the Company entered into a
30-year license agreement and co-terminus operating agreement with Broward
County pursuant to which it has the right to manage and operate the National Car
Rental Center. The National Car Rental Center is a state-of-the-art,
multi-purpose entertainment complex strategically located in the center of South
Florida's tri-county area, which encompasses a population of approximately 4.5
million. The National Car Rental Center has a seating capacity of 19,500 for
hockey games, over 30% more than the Miami Arena, including 72 luxury suites and
2,400 premium club seats. For the 1998-1999 season, the Panthers sold season
tickets for 15,500 of the arena's 19,500 seats. In its first year of operations,
the Company booked over 150 events for the National Car Rental Center, including
performances by Celine Dion, Elton John, Billy Joel, Cher and the Rolling
Stones.
The Company's 30-year operating agreement with Broward County entitles the
Company to retain (1) 95% of all revenue derived from the sale of general
seating tickets to the Panthers' home games and 100% of certain other
hockey-related advertising and merchandising revenue and (2) the first $14.0
million of net operating income generated by the National Car Rental Center, on
an annual basis, and 80% of all net operating income in excess of $14.0 million
generated by the National Car Rental Center, with Broward County receiving the
remaining 20%. "Net operating income" is defined to include (1) all other
revenue from the arena, including revenue from premium seating (which includes
luxury suites and club seating), building naming rights, non-hockey related
advertising, food and beverage concessions, parking and all other revenue
generated from non-hockey events, less (2) arena operating and certain financing
costs and reserves. The Company contracted with Leisure Management
International, Inc., an arena operating company owned 50% by Mr. Huizenga, to
manage and operate the National Car Rental Center for $200,000 annually with an
incentive bonus of up to $50,000 annually.
Miami Arena. The Company owns approximately 78% of the partnership
interests in Decoma Miami Associates, Ltd., which derives all of its revenue
from operating the Miami Arena. Revenue is derived from seat use charges imposed
on tickets sold at the Miami Arena, net of fixed and variable operating
payments. The Miami Arena has a seating capacity of 14,700, and is where the
Panthers played its home games through the 1997-1998 NHL season and where the
Miami Heat currently play its home games. A new arena is currently under
construction to serve as the new home to the Miami Heat. Management does not
expect the loss of the Miami Heat, as primary tenant at the Miami Arena, upon
completion of their new arena to have a material adverse effect on the Company.
See Item 3, "Legal Proceedings" for a further discussion of certain legal
proceedings relating to the Company's operation of the Miami Arena.
Incredible Ice Rinks. As part of the strategy to capitalize on the
popularity of hockey, the Company currently operates Incredible Ice and Gold
Coast Ice Arena, two ice rinks located in South Florida. Incredible Ice and Gold
Coast Ice Arena are open to the general public and derive their revenue from,
among other
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things, fees charged to the public for use of the facilities for various hockey
and skating programs, open skating sessions, food and beverage sales and retail
merchandise sales.
CUSTOMERS AND MARKETING
Leisure and Recreation Business. The core customer base for the leisure
and recreation business consists of corporate and other group customers,
affluent local residents, individual business travelers and upscale leisure
travelers. The Company's marketing efforts focus on increasing business with
existing customers as well as increasing the upscale clientele. The Company's
marketing efforts involve (1) use of a sales force to develop national corporate
and other group business for the resort facilities by focusing on identifying,
obtaining and maintaining corporate and other group accounts whose employees
conduct business nationwide and (2) the use of advertisements that target
individual business travelers and upscale leisure travelers in magazines such as
Conde Nast Traveler, Travel and Leisure, Travel Weekly and Meetings and
Conventions as well as newspapers such as The New York Times. The Company's
franchised resorts also benefit from the strong distribution resulting from the
national reservation systems of the franchisors of the Hyatt and Radisson
brands.
Entertainment and Sports Business. The Company markets the Panthers to
their local fan base in South Florida as well as to corporate sponsors.
Management intends to capitalize on the increasing popularity of hockey by
continuing to advertise and market the Panthers as well as continuing to enhance
the service and entertainment provided at games. Management also plans to
develop and enhance the relationships with corporate sponsors through the sale
of ticket and suite packages, advertising space and additional corporate
sponsorship programs. In addition, the Company plans to promote and book a
variety of additional sports and entertainment events at the National Car Rental
Center.
COMPETITION
Leisure and Recreation Business. The resort and hotel industry is highly
competitive. Competitive factors within the resort and hotel industry include
room rates, quality of accommodations, service levels, convenience of location,
reputation, reservation systems, name recognition, and availability of
alternative resort and hotel operations in local markets. The Company faces
competition from a variety of resort and hotel operations, as well as country
and other social clubs, many of which have greater financial and other resources
than the Company. An increase in the number of the competitors' resorts could
have a material adverse effect on the levels of occupancy and average room rates
of the resorts. Further, there can be no assurance that new or existing
competitors will not significantly reduce their rates or offer greater
convenience, services or amenities or significantly expand, improve or develop
facilities in the markets in which the resort facilities compete, thereby
adversely affecting the Company's resort and hotel operations.
Entertainment and Sports Business. The Panthers compete for entertainment
and sports dollars with other major league sports, college athletics and other
sports-related entertainment. During portions of its season, the Panthers
experience competition from professional basketball (the Miami Heat),
professional football (the Miami Dolphins) and professional baseball (the
Florida Marlins). Mr. Huizenga currently controls the Miami Dolphins. In
addition, minor league sports franchises (including minor league hockey),
colleges and universities, as well as public and private secondary schools in
South Florida, offer a full schedule of athletic events throughout the year. The
Panthers also compete for attendance and advertising revenue with a wide range
of other entertainment and recreational activities available in South Florida.
Additionally, subject to the terms of the NHL Collective Bargaining Agreement
and other agreements between the NHL and other entities, the Panthers compete
with other NHL and non-NHL teams, professional and otherwise, for available
players.
INSURANCE
The Company maintains comprehensive insurance on the resorts, including
liability, business interruption, fire and extended coverage, in the types and
amounts management believes are customary to the resort and hotel industry.
Nonetheless, there are certain types of losses, generally of a catastrophic
nature, that may
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be uninsurable or not economically feasible to insure. Management uses its
discretion in determining amounts, coverage limits and deductibility provisions
of insurance, with a view to obtaining appropriate insurance on the resorts at a
reasonable cost and on suitable terms. This may result in insurance coverage
that, in the event of loss, might not be sufficient to pay the full current
market value or current replacement value of the lost investment. In addition,
in the event of such loss the insurance proceeds received by the Company might
not be adequate to restore the economic position with respect to the resorts.
The Panthers maintain disability insurance for certain highly compensated
players, which insurance provides for up to 80% salary reimbursement after the
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured or disability insurance does not cover the entire
amount of the injured player's salary, the Company may be obligated to pay all
or a portion of the injured player's salary. The Company maintains comprehensive
insurance on the Incredible Ice and Gold Coast Ice Arena facilities, including
liability, fire and extended coverage, in the types and amounts management
believes are customary to the ice rink industry.
ENVIRONMENTAL MATTERS
Under various federal, state, and local environmental laws and regulations,
an owner or operator of real property may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such real property, as
well as for the costs of complying with environmental laws regulating on-going
operations. In connection with the ownership and operation of the properties,
the Company may be potentially liable for any such costs. The Company has
obtained Phase I environmental site assessments for the real property on which
each of the resorts is located. In addition, Phase II environmental assessments
have been conducted at several properties. Phase I assessments are intended to
identify existing, potential and suspected environmental contamination and
regulatory compliance concerns, and generally include historical reviews of the
property, reviews of certain public records, preliminary visual investigations
of the site and surrounding properties and the preparation and issuance of
written reports. Phase II assessments involve the sampling of environmental
media, such as subsurface soil and groundwater, to confirm whether contamination
is present at areas of concern identified during the course of a Phase I
assessment.
The Phase I and Phase II assessments have not revealed any environmental
liability or compliance concerns that management believes would have a material
adverse effect on the business, nor is management aware of any such material
liability or concern. However, the environmental assessments have revealed the
presence of limited areas of contamination on the properties, some of which will
require remediation. The environmental assessments have also identified
operations that are not strictly in compliance with applicable environmental
laws or that will need to be upgraded to remain in compliance with applicable
environmental laws (including the presence of underground storage tanks at a few
of the properties). The most significant areas of contamination identified by
the Phase I and Phase II assessments involve areas at the Grande Oaks Golf Club
and the Company's property located in Plantation, Florida that are currently
being addressed. Pursuant to an agreement with the former owner of such
properties, the Company has the benefit of an indemnity that, based on currently
available information, management believes will defray most of the costs
associated with the investigation and remediation at these locations. Phase I
and Phase II assessments cannot provide full and complete knowledge of
environmental conditions and compliance matters. Therefore, management cannot
assure you that: (1) material environmental liabilities or compliance concerns
do not exist; (2) an identified matter that does not appear reasonably likely to
be material will not result in significantly greater expenditures than is
currently anticipated; or (3) there are no material environmental liabilities or
compliance concerns of which management is unaware.
EMPLOYEES
At June 30, 1999, the Company employed approximately 3,905 full-time and
approximately 663 part-time employees in connection with its leisure and
recreation business. The Company employs approximately 89 full-time employees
and 99 part-time employees in connection with its entertainment and sports
business. In addition, the Company employs 16 corporate administrative
personnel. Employees of the company that has been contracted to manage the
National Car Rental Center are excluded from these figures. None of the
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employees, other than the Panthers hockey players, are subject to any collective
bargaining agreement and the Company believes that its relationship with
employees is good.
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. The NHL regular
season begins during the fall and ends in late spring. As a result, the Company
realizes a majority of its hockey revenue and hockey expense during that period.
Because of this variability in demand, the Company's quarterly revenue may
fluctuate, and revenue for the first quarter of each year can be expected to be
lower than the remaining quarters. Although management believes that the
historical trend in quarterly revenue for the second, third and fourth quarters
of each year is generally higher than the first quarter, there can be no
assurance that this will occur in future periods. Accordingly, quarterly or
other interim results should not be considered indicative of results to be
expected for any quarter or for the full year.
TRADEMARKS
The Company has registered trademarks and service marks, some of which,
including several relating to the Boca Resort name, and "Panthers" related
marks, are of material importance to the Company's business. The Company's other
related marks, while valuable, are not material to its business. Trademarks are
valid as long as they are in use and/or their registrations are properly
maintained and they have not been found to be generic. The Company presently
uses two national trade names for two of its resorts pursuant to licensing
arrangements with national franchisors. The duration for use pursuant to the
licensing arrangements is disclosed under "Franchise Agreement" and "License
Agreement."
RISK FACTORS
The business, financial condition, results of operations and future
prospects of the Company, and the prevailing market price and performance of the
Company's Class A Common Stock, may be adversely affected by a number of
factors, including the matters discussed below. Such factors include, among
other items:
The Company's financing agreements limit operating flexibility. Certain of
the Company's loan agreements restrict, among other things, the ability to
borrow money; pay dividends on stock or make certain other restricted payments;
use assets as security in other transactions; make investments; enter into
certain transactions with the affiliates; and sell certain assets or merge with
other companies. These debt instruments also require the Company to maintain
specified consolidated financial ratios and satisfy certain consolidated
financial tests. Although management is confident that the Company will satisfy
all of these requirements, the Company's ability to meet those financial ratios
and financial tests may be affected by events beyond its control, and management
cannot assure you that the Company will meet those tests. If the Company fails
to meet those tests or breaches any of the covenants, the lenders under these
debt instruments could declare all amounts outstanding thereunder, together with
accrued interest, to be immediately due and payable. If the Company is unable to
repay those amounts, the lenders could proceed against the collateral granted to
them to secure that indebtedness. Even with the Company's ratio of assets to
debt at June 30, 1999 being 2.2 to 1, management cannot assure you that the
assets would be sufficient to repay in full such indebtedness or any other
indebtedness.
The Company may need additional financing. Management believes that the
cash flow from operations, together with borrowings available under the existing
credit facilities, will be sufficient to finance the business operations, meet
the debt obligations and fund the short-term growth strategy. At June 30, 1999,
$139.2 million was available to borrow under the Company's existing revolving
credit facilities. However, management cannot assure you that the business will
generate the level of cash flow from operations that it expects or that future
borrowings under the credit facilities will be available to the Company. If the
plans or assumptions change, if the assumptions prove to be inaccurate or if the
Company experiences unanticipated costs or
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competitive pressures, it may need to seek additional capital. Management
believes the Company can obtain additional capital by selling debt or equity
securities and/or by borrowing money, although no assurances can be provided
that it will be able to do so. If additional capital is not obtained when it is
needed, this may have a material adverse effect on the Company.
The Company may need to make significant capital expenditures to further
develop the resorts and these expenditures may involve risks. The Company's
growth strategy contemplates expanding the infrastructure at certain of the
resorts or expanding within the respective geographic markets of certain of the
resorts. The resorts may also need renovations or other capital improvements.
Unexpected excessive costs of any expansion or needed renovation or capital
improvements could have a material adverse effect on the Company's financial
condition or results of operations. Also, any capital expenditures for
expansion, renovation or improvement of the resorts may not generate the
financial returns expected. Such capital expenditures could involve certain
risks, including: the possibility of environmental problems; the possibility
that cash to fund renovations will not be available or that financing for
renovations will not be available on favorable terms; uncertainties as to market
demand or deterioration in market demand after commencement of renovations; the
emergence of unanticipated zoning and regulatory requirements; and competition
from other resorts, hotels and alternative lodging facilities.
The Company may not be able to successfully integrate the operations of
resorts that it has acquired. In order to take full economic advantage of the
resort acquisitions, the Company needs to effectively integrate the
administrative, financial and marketing organizations of each resort. The
Company also needs to effectively implement appropriate operational, financial
and management systems. This process may require a disproportionate amount of
time and attention of management and financial and other resources. Although
management believes the Company has the opportunity for synergies and cost
savings as a result of the resort acquisitions, the timing or amount of
synergies or cost savings that may ultimately be attained is uncertain. Some of
the anticipated economic advantages from the resort acquisitions may not be
achieved if the operations are not successfully integrated or if the appropriate
systems are not implemented in a timely manner. The difficulties of that
integration and implementation may initially be increased by the necessity of
coordinating and integrating personnel with different business backgrounds and
corporate cultures. Management cannot assure you that it will be able to
successfully integrate the operations of the resorts or implement the
appropriate systems. As a result, the business strategy might not be effective
and management may not be able to achieve its goals.
The Company faces a variety of risks from operating resorts. The Company
may encounter risks common to the operations of resorts, including over-building
(which may lower room rates), increases in operating costs due to inflation or
other factors, dependence on tourism and weather conditions and increases in
travel costs and poor economic conditions. In addition, the Company may face
risks relating to the concentration of the resorts in South Florida. Any of
these risks could have a material adverse effect on the Company's financial
condition or results of operations.
Control by H. Wayne Huizenga. The Company has two classes of common stock,
Class A Common Stock and Class B Common Stock. On each matter submitted for
stockholder approval each share of Class A Common Stock is entitled to one vote,
and each share of Class B Common Stock is entitled to 10,000 votes. The Company
has issued all of the shares of Class B Common Stock to Mr. Huizenga, assuring
that he will have voting control of the Company, in order to satisfy certain NHL
control requirements. As of June 30, 1999, Mr. Huizenga beneficially owned
voting stock of the Company with the power to vote approximately 98.8% of the
total votes entitled to be cast on any matter submitted to a vote of
stockholders. Mr. Huizenga may not sell his controlling interest in the Company
unless the NHL approves the sale. As the sole owner of Class B Common Stock, Mr.
Huizenga has the ability to indirectly control the management and policies as
well as the outcome of substantially all non-extraordinary matters submitted to
the stockholders for approval, including the election of directors.
Nothing in the charter or bylaws restricts the transfer of Class B Common
Stock. As a result, Mr. Huizenga may sell his controlling interest, subject to
the NHL approval, without the approval of the holders of Class A Common Stock.
However, if Mr. Huizenga were to sell his controlling interest, then certain
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change-of-control provisions of certain debt agreements may apply. Also, Mr.
Huizenga may receive a substantial premium price for selling his controlling
interest in the Company.
The Company depends on key personnel. For the foreseeable future, the
Company will be materially dependent on the services of Mr. Huizenga. The loss
of Mr. Huizenga's services could have a material adverse effect on the business.
The Company does not carry key man life insurance on Mr. Huizenga or any of the
officers or directors.
The Company's resort business is seasonal. The resort operations are
generally seasonal. The resorts historically experience greater revenue, costs
and profits in the second and third quarters of the fiscal year ended June 30
due to increased occupancy and room rates during the winter months.
The Company may need to make substantial capital expenditures in order to
comply with the Americans with Disabilities Act. The resorts and other
properties are subject to the requirements of the Americans with Disabilities
Act (the "ADA"), which generally requires that public accommodations be made
accessible to disabled persons. Management believes that the resorts and other
properties are in substantial compliance with the ADA and that the Company will
not be required to make substantial capital expenditures to address the
requirements of the ADA. However, compliance with the ADA could require removal
of access barriers and noncompliance could result in the imposition of fines by
the federal government or the award of damages to private litigants. If the
Company were required to make substantial alterations in one or more of the
resorts or the other properties in order to comply with the ADA, it's financial
condition and results of operations could be adversely affected.
The Company may become subject to liabilities under environmental
laws. Operating costs may be affected by the obligation to pay for the cost of
complying with existing environmental laws, ordinances and regulations,
including the cleanup of contamination, as well as the cost of complying with
future legislation. In connection with the acquisition of the resorts and other
properties, Phase I, and in some instances Phase II, environmental site
assessments were obtained in order to evaluate potential environmental
liabilities at these properties. Although these assessments have identified
certain matters that will require the Company to incur costs to remedy, based on
current information, none of these matters appears likely to have a material
adverse effect on the business, assets, results of operations or liquidity.
However, because these assessments cannot give full and complete knowledge of
environmental liability and compliance matters, management cannot assure you
that the costs of complying with environmental laws and of defending against
claims of liability arising under environmental laws will not have a material
adverse effect on the financial condition and results of operations. See
"Business -- Environmental Matters."
The Company may face a variety of risks if it enters into business
acquisitions, joint ventures and/or divestitures in the future. The Company has
achieved much of its growth through acquisitions. The growth strategy may lead
the Company to pursue additional acquisitions of resort-related, sports-related
or other types of businesses. In addition, the Company may pursue joint ventures
and/or divestitures in the future. The Company's success will depend upon the
ability to identify and finance attractive alternative business acquisitions,
ventures and/or divestitures. The risks related to acquisitions, joint ventures
and/or divestitures include: potential diversion of management; unanticipated
liabilities or contingencies from acquired businesses or ventures; environmental
and other regulatory costs; suitability of a joint venture partner; reduced
earnings due to increased goodwill amortization, increased interest costs and
costs related to integration of acquisitions; integrating the businesses that
the Company acquires; need to manage growth of acquired businesses or joint
ventures; and potential corporate reorganization and reallocation of resources
due to divestitures.
The Company has restrictions on ownership as a result of the National
Hockey League membership and the Panthers face potential liabilities. The
Panthers are generally jointly and severally liable with the other members of
the NHL for the debts and obligations of the National Hockey League. If another
member of the NHL does not pay its pro rata share of any NHL debt or obligation,
the Panthers would be obligated to pay a pro rata share of such debt or
obligation, after all other individual team remedies are exhausted, including
the sale of a member team.
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The NHL constitution and bylaws require a person or a group of persons
holding a 5.0% or more interest in the Company to obtain the prior approval of
the NHL. The NHL may withhold its approval in its sole discretion.
Year 2000 compliance. Management cannot assure you that the systems of
other companies on which the Company relies will be remedied for the year 2000
issue on time or that a failure to remedy the problem by another company would
not have a material adverse effect on the Company.
The Company could incur substantial liabilities if certain litigation is
resolved unfavorably. The Company is currently party to certain shareholder
derivative and purported class action litigation, which if concluded adversely
to the Company's interests could have a material adverse effect on the financial
condition or results of operations. See "Business -- Legal Proceedings."
The Company has a history of losses. The Company did not generate net
income for any year prior to the fiscal year ended June 30, 1998. These losses
were due primarily to the operations of the Panthers. However, for the years
ended June 30, 1999 and 1998 the Company generated net income of $5.4 million
and $1.3 million, respectively. The increase in net income is due in part to the
move into the high-end luxury resort business, which is generally more
profitable than professional sports franchises. Operating results for the
entertainment and sports business have also improved recently due in significant
part to the fact that the Company has been sharing in the net profits of the
newly-constructed National Car Rental Center. Despite the recent increase in net
income, management cannot assure you that the Company will generate net income
in the future.
ITEM 2. PROPERTIES
Management believes that all of its property facilities are sufficient for
its needs. The Company's corporate headquarters are located in Fort Lauderdale,
Florida in leased premises.
The Company considers its resorts to be leading establishments with respect
to desirability of location, size of facilities, physical condition, quality and
variety of services offered in the areas in which they are located. See further
description of properties under "Leisure and Recreation Business".
The Panthers, along with certain operating and management personnel,
utilize the National Car Rental Center, pursuant to a license agreement between
the Company and Broward County. The Company owns and operates the Incredible Ice
Arena and operates the Gold Coast Ice Arena pursuant to a lease.
Certain of the property of the Company and its subsidiaries are subject to
liens securing payment of portions of the Company's and its subsidiaries'
indebtedness.
ITEM 3. LEGAL PROCEEDINGS
On April 9, 1997, Allied Minority Contractors Association, Inc., South
Florida Chapter of NAMC, Overnight Success Construction, Inc., Reed Jr.
Plumbing, Inc. and Christopher Mallard (collectively, the "Broward County
Plaintiffs") filed a suit against Broward County and Arena Development in the
Seventeenth Judicial Circuit in and for Broward County, Florida. This suit
alleges that Broward County entered into the agreement with the Company to
develop the National Car Rental Center in violation of Florida law and Broward
County ordinances. The Broward County Plaintiffs seek, among other things, to
nullify the agreement between Broward County and the Company to develop the
National Car Rental Center. On July 10, 1997, the trial court denied the Broward
County Plaintiffs' motion for a temporary restraining order and on November 17,
1997 the trial court also denied plaintiff's motion for summary judgement. On
May 19, 1998, the trial court granted the Joint Motion of Broward County and
Arena Development to Disqualify Plaintiffs and their Counsel and to Dismiss.
Plaintiffs filed an appeal. On August 18, 1999, the Fourth District Court of
Appeal of the State of Florida affirmed the trial court's rulings. Plaintiffs
may attempt to seek further review from the Florida Supreme Court. The Company
intends to continue vigorously defending against this suit. An unfavorable
outcome of the suit may have a material adverse effect on the Company's
financial condition or results of operations.
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On January 28, 1997, February 4, 1997 and March 18, 1997, purported class
action lawsuits were filed against the Company and Messrs. Huizenga, Johnson,
Rochon, Berrard, Hudson, Dauria and Evans in the United States District Court
for the Southern District of Florida. On May 7, 1998, a consolidated and amended
class action complaint was filed combining these claims into one action. The
suits allege, among other things, that the defendants violated Section 10(b) of
the Exchange Act and Rule 10b-5 thereunder, by making untrue statements or
omitting material facts, in connection with sales of the Company's Class A
Common Stock by the plaintiff and others in the purported class between November
13, 1996 and December 22, 1996. The suit generally seeks, among other things,
certification as a class and an award of damages in an amount to be determined
at trial. On May 24, 1999, the court granted the defendants' motion and
dismissed Counts I and II of the complaint with prejudice, and dismissed Count
III (Section 20A of the Exchange Act) with leave to amend. On July 22, 1999,
plaintiffs filed an amended complaint against defendants Johnson, Rochon,
Berrard and Hudson. On September 13, 1999, all parties submitted a stipulation
to the court which provides for a dismissal with prejudice of all claims. Upon
entry by the court of the agreed final judgement, all claims in this action will
be dismissed with prejudice, with no liability to any of the defendants.
On October 9, 1997, Bernard Kalishman filed a purported shareholder
derivative and class action lawsuit on behalf of the Company, as nominal
defendant, against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson and Egan,
each as director of the Company and Richard Evans and William Torrey, both
former directors of the Company, in the Seventeenth Judicial Circuit in and for
Broward County, Florida. The suit alleges, among other things, that each of the
defendants (other than Mr. Egan) breached contractual and fiduciary obligations
owed to the Company and its stockholders by engaging in self-dealing
transactions in connection with the Company's purchase of Hyatt Regency Pier 66
Hotel and Marina and the Radisson Bahia Mar Resort and Yachting Center. The suit
seeks to impose a constructive trust on alleged excessive compensation paid to
the prior owners of Pier 66 and Bahia Mar or to have damages assessed against
the defendants or to rescind the transaction. The amended complaint also added
claims similar to those alleged in the class action lawsuit described in the
paragraph above and dropped Mr. Egan as a defendant. On June 3, 1999, the court
granted the defendants' motion to dismiss the derivative claims with prejudice.
On June 11, 1999, the plaintiff moved for rehearing on certain aspects of the
court's order, which motion has not yet been reheard. The Company intends to
continue vigorously defending against this suit. An unfavorable outcome of the
suit may have a material adverse effect on the Company's financial condition or
results of operations.
Decoma Miami Associates, Ltd. ("Decoma"), a Florida limited partnership in
which the Company has a 78% interest, has a contract (the MAC ) with the Miami
Sports and Exhibition Authority (MSEA), an agency of the City of Miami, to
operate the Miami Arena through July 8, 2020. In a complaint filed in the
Eleventh Judicial Circuit in and for Dade County, Florida on June 17, 1996,
subsequently amended on December 5, 1997, Decoma sought, among other relief, a
declaration that the MAC had been breached by MSEA's improper transfer to the
City of Miami of certain tax revenue that MSEA had pledged under the MAC for the
benefit of the Miami Arena and other limited applications. On September 9, 1999
the court ruled that MSEA's improper transfer of tax revenue violated the MAC
and that Decoma was entitled to terminate the MAC and entered a judgement
against MSEA for liquidated damages in the amount of approximately $12 million.
In the event MSEA should appeal this ruling, Decoma intends to continue to
vigorously enforce its remedies under the MAC.
The Company is not presently involved in any other 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 the legal proceedings described above and
other 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. However, unfavorable resolution of
each matter individually or in the aggregate could have a material affect on the
consolidated results of operations or cash flows for the periods in which they
are resolved.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Class A Common Stock began trading on The Nasdaq National Market on
November 13, 1996 under the symbol "PUCK." On July 11, 1997, the Class A Common
Stock began trading on the New York Stock Exchange ("NYSE") under the symbol
"PAW." On September 29, 1999, the Class A Common Stock began trading on the NYSE
under the symbol "RST". The following table sets forth, for the periods
indicated, the range of the high and low sales prices per share for the Class A
Common Stock.
PRICE RANGE OF
CLASS A
COMMON STOCK
----------------
HIGH LOW
------- -------
FISCAL YEAR ENDED JUNE 30, 1999:
First Quarter............................................. $19 5/16 $10 3/4
Second Quarter............................................ 12 1/16 7 7/8
Third Quarter............................................. 10 7/8 7 3/4
Fourth Quarter............................................ 11 3/16 7 7/16
FISCAL YEAR ENDED JUNE 30, 1998:
First Quarter............................................. $24 5/8 $17 7/8
Second Quarter............................................ 24 3/4 16 5/8
Third Quarter............................................. 22 1/2 15 15/16
Fourth Quarter............................................ 22 3/8 17 1/2
On September 17, 1999, the last reported sales price of the Class A Common
Stock on the New York Stock Exchange was 9 5/8. As of the same date, there were
approximately 9,200 holders of record of the Class A Common Stock.
Since its inception, the Company has not paid any cash dividends on the
Class A Common Stock or the Class B Common Stock. The Company does not intend to
pay any cash dividends with respect to its common stock in the foreseeable
future. Certain of the Company's credit facilities restrict the ability of the
Company to pay dividends. In addition, the NHL Constitution and Bylaws prohibit
the Company from paying cash dividends, unless paying such cash dividends will
not impair the Company's ability to (1) meet its projected expenses for the
ensuing annual period without the use of borrowed funds, other than short-term
borrowings and (2) maintain adequate reserves to fund the future payment of all
deferred player compensation and other deferred obligations for past services.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
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ITEM 6. SELECTED FINANCIAL DATA
The financial data set forth below should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto contained in Part
II, Item 8 of this Annual Report on Form 10-K. See also "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
YEAR ENDED JUNE 30,
--------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
STATEMENT OF OPERATIONS DATA:
Revenue:
Leisure and recreation............ $324,127 $252,603 $ 17,567 $ -- $ --
Entertainment and sports.......... 62,608 40,642 36,695 34,087 17,746
-------- -------- -------- -------- --------
Total revenue..................... 386,735 293,245 54,262 34,087 17,746
Operating expenses:
Cost of leisure and recreation
services....................... 141,456 110,084 6,658 -- --
Cost of entertainment and sports
services....................... 52,901 45,919 35,135 35,958 17,210
Selling, general and
administrative expenses........ 101,023 91,579 15,150 8,371 5,569
Amortization and depreciation..... 31,176 23,155 5,698 9,815 6,266
-------- -------- -------- -------- --------
Operating income (loss)............. 60,179 22,508 (8,379) (20,057) (11,299)
Interest and other income........... 6,097 5,251 1,923 122 38
Interest and other expense.......... (56,249) (24,673) (3,364) (5,030) (3,741)
Minority interest................... (339) (1,813) (440) (174) (384)
-------- -------- -------- -------- --------
Income (loss) before extraordinary
item.............................. 9,688 1,273 (10,260) (25,139) (15,386)
Extraordinary item -- early
extinguishment of debt............ (4,287) -- -- -- --
-------- -------- -------- -------- --------
Net income (loss)................... $ 5,401 $ 1,273 $(10,260) $(25,139) $(15,386)
======== ======== ======== ======== ========
Net income (loss) per
share -- diluted.................. $ 0.15 $ 0.04 $ (0.74) $ (4.76) $ (2.96)
======== ======== ======== ======== ========
Shares used to compute diluted
income (loss) per share........... 37,146 34,888 13,829 5,276 5,203
======== ======== ======== ======== ========
OTHER DATA:
Net cash flow from operating,
investing and financing
activities........................ $(27,006) $ 23,519 $ 13,244 $ (772) $ (210)
EBITDA:
Leisure and recreation............ $101,013 $ 72,478 $ 5,512 $ -- $ --
Entertainment and sports.......... 4,563 (12,092) (6,040) (10,120) (4,995)
Corporate......................... (8,124) (9,472) (230) -- --
-------- -------- -------- -------- --------
Total EBITDA(1)........... $ 97,452 $ 50,914 $ (758) $(10,120) $ (4,995)
Membership fees deferred during..... -- -- --
the period(2)..................... 8,198 5,814 -- -- --
-------- -------- -------- -------- --------
Adjusted EBITDA(3).................. $105,650 $ 56,728 $ (758) $(10,120) $ (4,995)
EBITDA margin(4).................... 25% 17% (1)% (30)% (28)%
Adjusted EBITDA margin(5)........... 27% 19% (1)% (30)% (28)%
Capital expenditures................ $ 99,912 $ 51,206 $ 1,494 $ 140 $ 161
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AT JUNE 30,
---------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- -------- -------- ---------
BALANCE SHEET DATA:
Cash and cash equivalents................ $ 10,222 $ 37,228 $ 13,709 $ 465 $ 1,237
Restricted cash.......................... $ 44,830 $ 29,296 $ 30,110 $ -- $ --
Total current assets..................... $ 96,491 $ 111,182 $ 70,590 $ 3,756 $ 3,408
Total assets............................. $1,284,904 $1,128,207 $600,392 $ 47,760 $ 53,587
Total current liabilities................ $ 116,224 $ 403,096 $ 46,375 $ 67,786 $ 50,292
Total debt............................... $ 584,105 $ 540,626 $186,056 $ 85,172 $ 67,226
Non-current obligations.................. $ 676,576 $ 292,708 $251,003 $ 28,277 $ 25,643
Shareholders' equity (deficit)........... $ 490,280 $ 430,511 $301,153 $(48,303) $ (22,348)
- ---------------
(1) EBITDA represents earnings before interest expense, income taxes,
depreciation, amortization, minority interest and extraordinary items.
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.
(2) Represents the annual change in deferred revenue from the Premier Club at
the Boca Raton Resort and Club and Grande Oaks Golf Club. The Premier Club
currently requires a non-refundable initial membership fee. Initial
membership fees are recorded as revenue over the estimated life of the
membership. Unrecognized portions of the initial membership fees are
included in deferred revenue (for the current portion) and other non-current
liabilities (for the non-current portion) on the Consolidated Balance
Sheets.
(3) Adjusted EBITDA represents EBITDA plus the amount of net membership fees
deferred during the period.
(4) EBITDA margin is defined as EBITDA divided by revenue.
(5) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by the sum of
revenue plus net membership fees deferred during the period.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto of the Company which are
included elsewhere herein.
ACQUISITIONS
The Company makes its decisions to acquire or invest in businesses based on
financial and strategic considerations. Each of the acquisitions summarized
below, with the exception of Decoma Miami Associates, Ltd. which took place
prior to the initial public offering ("IPO"), have been accounted for under the
purchase method of accounting and are included in the historical financial
statements from the date of acquisition. No significant acquisitions were made
during the year ended June 30, 1999.
ACQUISITIONS MADE DURING THE YEAR ENDED JUNE 30, 1998
In April 1998, the Company acquired the Edgewater Beach Hotel for $41.2
million, $20.7 million of which was paid in cash at closing and $20.5 million of
which was paid in cash in September 1998.
In March 1998, the Company acquired the Arizona Biltmore Hotel in exchange
for (1) payment of $126.0 million in cash at closing, (2) payment of $99.8
million in cash in December 1998, (3) payment of $500,000 in cash in August
1999, (4) warrants to purchase 500,000 shares of Class A Common Stock
exercisable at $24.00 per share at any time, in whole or in part, through March
2003 and (5) the assumption of $63.1 million of debt. The Company also agreed to
pay up to $50.0 million to the sellers conditioned upon their satisfactory
execution of certain developmental plans. The plans were delivered to the
Company in acceptable form in December 1998. The obligation was recorded as an
increase to intangible assets and notes payable. The $50.0 million is payable in
three equal annual cash installments, the first of which was made in April 1999.
An additional $8.3 million was prepaid in August 1999.
In November 1997, the Company acquired certain assets associated with
Grande Oaks Golf Club (formerly known as Rolling Hills Golf Club) in exchange
for $8.0 million in cash. The assets acquired consist of an 18-hole golf course
and a separate 9-hole golf course, a parking lot and 86 acres of undeveloped
land adjacent to the golf course. Since its acquisition, the Company has
redesigned the golf course and constructed a new clubhouse that was reopened in
June 1999.
In August 1997, the Company acquired its initial 68% ownership interest
(325 of the 474 units) in the Registry Resort at Pelican Bay for (1) 918,174
shares of Class A Common Stock, (2) warrants to purchase 325,000 shares of Class
A Common Stock (300,000 of which are exercisable at $25.85 per share and 25,000
of which are exercisable at $23.50 per share) and (3) $75.5 million in cash. The
warrants vest ratably on a quarterly basis and become fully exercisable on
December 31, 1999. The warrants expire in October 2003. As of June 30, 1998, the
Company acquired all but one of the remaining units of the property for
additional payments of $30.6 million (net of the payoff of certain mortgage
notes receivable to the Company associated with additional units). The Company
acquired the last unit in July 1998.
ACQUISITIONS MADE DURING THE YEAR ENDED JUNE 30, 1997
In June 1997, the Company acquired substantially all of the net assets of
the Boca Raton Resort and Club in exchange for (1) 272,303 shares of Class A
Common Stock, (2) rights to acquire 4,242,586 shares of Class A Common Stock for
no additional consideration and (3) warrants to purchase 869,810 shares of Class
A Common Stock at a purchase price of $29.01 per share. Half of the warrants
expired in December 1998 and the remaining warrants expire in December 1999.
In May 1997, the Company acquired the rights to operate Gold Coast Ice
Arena in exchange for 34,760 shares of Class A Common Stock. Gold Coast Ice
Arena provides open skating, ice hockey leagues and other programs to the
public.
In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited
18
21
partnership interests in the Hyatt Regency Pier 66 Hotel and Marina for
4,450,000 shares of Class A Common Stock.
In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Radisson Bahia Mar Resort and Yachting Center in exchange for
3,950,000 shares of Class A Common Stock.
In January 1997, the Company acquired certain assets relating to the
Incredible Ice Arena in exchange for (1) $1.0 million in cash, (2) 212,766
shares of Class A Common Stock and (3) the assumption of a maximum of $8.1
million in construction-related obligations. The Incredible Ice Arena provides
open skating, ice hockey leagues and other ice programs to the public.
Prior to the completion of the IPO, the Company acquired from Mr. Huizenga,
the Company's Chairman, approximately 78% of the partnership interest in Decoma
Miami Associates, Ltd., an entity which manages the Miami Arena, in exchange for
870,968 shares of Class A Common Stock. This transaction was accounted for on a
historical cost basis in a manner similar to a pooling of interests as of the
date of the acquisition by Mr. Huizenga.
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BUSINESS SEGMENT INFORMATION
The accompanying table outlines business segment operating data (in 000's).
1999 1998 1997
-------- -------- --------
REVENUE:
Leisure and recreation.................................... $324,127 $252,603 $ 17,567
Entertainment and sports.................................. 62,608 40,642 36,695
-------- -------- --------
Total revenue..................................... 386,735 293,245 54,262
OPERATING EXPENSES:
Cost of services:
Cost of leisure and recreation services................ 141,456 110,084 6,658
Cost of entertainment and sports services.............. 52,901 45,919 35,135
Selling, general and administrative expenses:
Leisure and recreation................................. 83,427 71,800 5,397
Entertainment and sports............................... 8,415 10,002 7,854
Corporate.............................................. 9,181 9,777 1,899
Amortization and depreciation:
Leisure and recreation................................. 28,225 17,950 1,459
Entertainment and sports............................... 2,833 5,168 4,239
Corporate.............................................. 118 37 --
-------- -------- --------
Total operating expenses.......................... 326,556 270,737 62,641
-------- -------- --------
Operating income (loss):
Leisure and recreation................................. 71,019 52,769 4,053
Entertainment and sports............................... (1,541) (20,447) (10,533)
Corporate.............................................. (9,299) (9,814) (1,899)
-------- -------- --------
Total operating income (loss)..................... 60,179 22,508 (8,379)
Interest and other income................................... 6,097 5,251 1,923
Interest and other expense.................................. (56,249) (24,673) (3,364)
Minority interest........................................... (339) (1,813) (440)
-------- -------- --------
Income (loss) before extraordinary item..................... 9,688 1,273 (10,260)
Extraordinary item -- early extinguishment of debt.......... (4,287) -- --
-------- -------- --------
Net income (loss)........................................... $ 5,401 $ 1,273 $(10,260)
======== ======== ========
EBITDA:
Leisure and recreation.................................... $101,013 $ 72,478 $ 5,512
Entertainment and sports.................................. 4,563 (12,092) (6,040)
Corporate................................................. (8,124) (9,472) (230)
-------- -------- --------
Total............................................. $ 97,452 $ 50,914 $ (758)
======== ======== ========
ADJUSTED EBITDA:
Leisure and recreation.................................... $109,211 $ 78,292 $ 5,512
Entertainment and sports.................................. 4,563 (12,092) (6,040)
Corporate................................................. (8,124) (9,472) (230)
-------- -------- --------
Total............................................. $105,650 $ 56,728 $ (758)
======== ======== ========
SEASONALITY
The Company has historically experienced, and expects to continue to
experience, seasonal fluctuations in its gross revenue and net earnings. Peak
season at the resorts extends from January through April while regular season
for the Panthers commences in October and ends in April.
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23
IMPACT OF INFLATION
Inflation and changing prices have not had a material impact on the
Company's revenue and results of operations. Based on the current economic
climate, the Company does not expect that inflation and changing prices will
have a material impact on the Company's revenue or earnings during fiscal 2000.
Many of the costs of operating the resorts can be fixed for certain periods of
time, reducing the short-term effects of changes in the rate of inflation. Room
rates, which are set on a daily basis, can be rapidly changed to meet changes in
inflation rates (as well as other changing market conditions). The Company has
less flexibility in changing group rates since guest reservations are typically
made up to one year in advance of the stay. To the extent inflationary trends
affect short-term interest rates, a portion of the Company's debt service costs
may be adversely affected.
CONSOLIDATED RESULTS OF OPERATIONS
Net income totaled $5.4 million and $1.3 million for the years ended June
30, 1999 and 1998, respectively. Net loss totaled $10.3 million for the year
ended June 30, 1997. The improvement in operating results from June 30, 1998 to
June 30, 1999 was due to better performance from each of the Company's business
segments, partially offset by higher interest expense on greater average
outstanding indebtedness. The improvement in operating results from June 30,
1997 to June 30, 1998 was the result of an increase in the number of resort
properties under ownership during the year ended June 30, 1998 (due to business
acquisitions). The improved operating results during the year ended June 30,
1998 were partially offset by higher corporate general and administrative
expenses and higher losses from the entertainment and sports business.
Additional information relating to the operating results for each business
segment is set forth below.
LEISURE AND RECREATION
The improvement in operating results from June 30, 1997 to June 30, 1998
was primarily due to business acquisitions. Accordingly, the discussion below is
limited to a discussion of variations in operating results from June 30, 1998 to
June 30, 1999.
Revenue
Leisure and recreation revenue totaled $324.1 million and $252.6 million
for the years ended June 30, 1999 and 1998, respectively. The increase was
partially the result of a full year of operations for the Arizona Biltmore Hotel
and the Edgewater Beach Hotel, which were both purchased in the second half of
fiscal 1999. In addition, the average daily rate ("ADR") for the Company's
resort portfolio increased to $201 for the year ended June 30, 1999, from $189
for the year ended June 30, 1998. The improvement in ADR was partially offset by
a slight decrease in the average occupancy rate. Nonetheless, total revenue per
available room ("REVPAR") increased to $313 for the year ended June 30, 1999,
from $290 for the year ended June 30, 1998. More than 50% of revenue for each
year was derived from non-room sources such as food and beverage sales, yachting
and marina revenue, club memberships, retail and other resort amenities.
Non-room revenue for the year ended June 30, 1999 increased to $183.7 million,
compared to $142.5 million for the year ended June 30, 1998. Total revenue per
available customer increased to $454 for the year ended June 30, 1999, from $413
for the year ended June 30, 1998.
Operating Expenses
Cost of leisure and recreation services totaled $141.5 million or 44% of
revenue for the year ended June 30, 1999, compared to $110.1 million or 44% of
revenue for the year ended June 30, 1998. Cost of leisure and recreation
services, which was proportionate with revenue for each period, 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 $83.4 million or 26% of revenue for year ended June
30, 1999, compared to $71.8 million or 28% of revenue for the year ended June
30, 1998. S,G&A as a percent of revenue improved for the year ended June 30,
1999
21
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primarily because of certain cost efficiencies from business integration such as
consolidated marketing efforts and reduced overhead for such items as insurance
and professional fees. S,G&A primarily consisted of various fixed, indirect
costs, including utility and property costs, real estate taxes, insurance,
management and franchise agreement fees and administrative salaries and
expenses.
Amortization and depreciation expense for the leisure and recreation
business was $28.2 million and $18.0 million for the years ended June 30, 1999
and 1998, respectively. The increase was primarily because the Company owned the
Arizona Biltmore Hotel and the Edgewater Beach Hotel for the entire year during
fiscal 1999.
Operating Income
Operating income for the leisure and recreation business totaled $71.0
million and $52.7 million for the years ended June 30, 1999 and 1998,
respectively. The primary factors contributing to the improvement are (1) an
increase in revenue due to a full year of operations from the Arizona Biltmore
Hotel and the Edgewater Beach Hotel (2) improvements in ADR and REVPAR for the
aggregate resort portfolio and (3) higher profit margins as a result of cost
efficiencies from business integration.
ENTERTAINMENT AND SPORTS
The primary component of the entertainment and sports business is the
Panthers and related arena operations. Revenue and direct expenses associated
with the team are recorded over the regular hockey season. Operating losses were
$1.5 million, $20.4 million and $10.5 million for the years ended June 30, 1999,
1998 and 1997, respectively. Improvements in operating results from June 30,
1998 to June 30, 1999 were primarily attributable to the Panthers move from the
Miami Arena to the newly constructed National Car Rental Center where the
Panthers serve as primary tenants and share in all revenue streams. The decrease
in operating results from June 30, 1997 to June 30, 1998 was primarily the
result of higher Panthers' player salaries and the teams' failure to make the
playoffs.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES
Corporate general and administrative expenses totaled $9.2 million and $9.8
million and $1.9 million for the years ended June 30, 1999, 1998, and 1997,
respectively. The decrease from June 30, 1998 to June 30, 1999 was because
certain non-recurring professional fees were incurred during fiscal 1998. The
increase from June 30, 1997 to June 30, 1998 was substantially the result of
additional legal, accounting, treasury and other corporate general and
administrative expenses associated with the Company's (1) increase in total
revenue and assets, (2) diversification into the resort hospitality business and
(3) public company compliance and reporting activities.
INTEREST AND OTHER INCOME
Interest and other income totaled $6.1 million, $5.3 million and $1.9
million for the years ended June 30, 1999, 1998 and 1997, respectively, and
primarily include expansion fee revenue and interest earned on cash and cash
equivalents. Expansion fee revenue represents the Panthers' share of a franchise
fee paid by new clubs being admitted into the NHL. The increase in interest and
other income from June 30, 1997 to June 30, 1998 was primarily because $2.9
million was received in expansion fee revenue during the year ended June 30,
1998, while no amounts were received during the year ended June 30, 1997.
INTEREST AND OTHER EXPENSE
Interest expense totaled $56.2 million, $24.7 million and $3.4 million for
the years ended June 30, 1999, 1998 and 1997, respectively. The increase in
interest expense during the periods was the result of higher debt levels assumed
or originated in connection with the acquisitions of resorts. In addition, the
average cost of borrowing increased from 8.2% for the year ended June 30, 1998
to 10.7% for the year ended June 30, 1999 primarily because 200 basis points (or
$12.2 million) in fees were expensed for certain short-term financing which was
repaid during the fourth quarter of fiscal 1999.
22
25
MINORITY INTEREST
Minority interest totaled $339,000, $1.8 million and $440,000 for the years
ended June 30, 1999, 1998 and 1997, respectively. Minority interest increased
during the year ended June 30, 1998 as a result of the initial 32% minority
interest in the Registry Resort at Pelican Bay (due to the Company's acquisition
of a 68% interest in the property in August 1997). By June 30, 1998, the Company
had increased its interest in the Registry Resort at Pelican Bay to 99% and
acquired the remaining 1% in July 1998. Minority interest for each period
presented also includes minority shareholders' proportionate share of the equity
in Decoma Miami Associates Ltd.
EXTRAORDINARY LOSS
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. The net proceeds of the offering were approximately $328.3 million and
were used to retire short-term and long-term indebtedness. In connection with
the retirement of such debt, the Company charged to operations debt issuance
costs related to the extinguished debt and recognized a $4.3 million
extraordinary loss.
EBITDA
EBITDA represents earnings before interest expense, income taxes,
depreciation, amortization, minority interest and extraordinary items. 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 is thus susceptible to varying calculations. EBITDA
as presented may not be comparable to other similarly titled measures of other
companies. EBITDA totaled $97.5 million, $50.9 million and $(758,000) for the
years ended June 30, 1999, 1998 and 1997, respectively. The improvement in
EBITDA was attributable to better operating results for each business segment
during the year ended June 30, 1999.
ADJUSTED EBITDA
Adjusted EBITDA represents EBITDA plus the amount of net membership fees
deferred during the period. The net membership fees deferred during the period
represents the annual change in deferred revenue from the Premier Club at the
Boca Raton Resort and Club and Grande Oaks Golf Club. Adjusted EBITDA totaled
$105.7 million, $56.7 million and $(758,000) for the years ended June 30, 1999,
1998 and 1997, respectively. The improvement in adjusted EBITDA was attributable
to better operating results for each business segment combined with higher
deferred Premier Club initiation fees during the year ended June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased to $10.2 million at June 30, 1999, from
$37.2 million at June 30, 1998. The major components of the change are discussed
below.
Net Cash Provided by Operating Activities
Net cash provided by operating activities totaled $68.8 million, $37.7
million and $2.9 million for the years ended June 30, 1999, 1998 and 1997,
respectively. The increase in cash flow from operations from June 30, 1998 to
June 30, 1999 was the result of receiving more cash flow from each business
segment. The increase in cash flow from June 30, 1997 to June 30, 1998 was
primarily the result of owning the Boca Raton Resort and Club, the Hyatt Regency
Pier 66 Hotel and Marina and the Radisson Bahia Mar Resort and Yachting Center
for the entire period during 1998.
23
26
Net Cash Used in Investing Activities
Net cash used in investing activities amounted to $115.4 million, $293.4
million and $515,000 for the years ended June 30, 1999, 1998 and 1997,
respectively.
There were no significant businesses acquired during the year ended June
30, 1999. During the year ended June 30, 1998, cash used in business
acquisitions and to acquire additional interests in a consolidated subsidiary of
the Company amounted to $260.8 million. During that year, the Company (1)
acquired its initial 68% ownership interest in the Registry Resort at Pelican
Bay of which $75.5 million of the purchase price was paid in cash, (2) closed on
additional units of the Registry Resort at Pelican Bay of which $30.6 million of
the purchase price was paid in cash, (3) acquired Grande Oaks Gulf Club for $8.0
million, (4) acquired the Arizona Biltmore Hotel of which $126.0 million of the
purchase price was paid in cash and (5) acquired the Edgewater Beach Hotel of
which $20.7 million of the purchase price was paid in cash. All resort
acquisitions during the year ended June 30, 1997 involved the issuance of common
stock or the assumption of debt in lieu of payment in cash.
Capital expenditures increased by $48.7 million to $99.9 million during the
year ended June 30, 1999, compared to $51.2 million for the year ended June 30,
1998. Capital expenditures totaled $1.5 million during the year ended June 30,
1997. During the year ended June 30, 1999, the Company spent $28.6 million on
the acquisition of land in Naples and Plantation, Florida. The Company plans to
use the parcels to construct additional recreational amenities that would be
available to guests of its Naples' and Fort Lauderdale resorts as well as
Premier Club members. Other capital spending during the year ended June 30, 1999
related to continued development and construction at Grande Oaks Golf Club,
continued construction of the 122 guestroom addition at the Arizona Biltmore
Hotel and other recurring furniture, fixture and equipment improvements at the
resorts. The capital expenditures for the year ended June 30, 1997 were
primarily associated with the Boca Raton Resort and Club's expansion program.
The expansion included an 18 court tennis club (which added to the existing 12
courts located in a separate complex), a new Bates-designed championship golf
course and a new 140,000 square foot conference center.
Under covenants to a senior note payable secured by the Boca Raton Resort
and Club, the Company is required to deposit excess operating cash into reserve
accounts which are accumulated and restricted to support future debt service,
facility expansion, furniture, fixture and equipment replacement and real estate
tax payments. Additionally, the Company's loan agreement for the Arizona
Biltmore Hotel requires the maintenance of customary capital expenditure reserve
funds for the replacement of assets. These reserve funds are classified as
restricted cash on the Consolidated Balance Sheets. The entertainment and sports
business also maintains restricted cash relating to the National Car Rental
Center. Restricted cash increased by $13.5 million during the year ended June
30, 1999, compared to a decrease of $13.2 million during the year ended June 30,
1998.
Cash Provided By Financing Activities
Net cash provided by financing activities amounted to $19.6 million, $279.2
million and $10.9 million for the years ended June 30, 1999, 1998 and 1997,
respectively. During the year ended June 30, 1999, the Company raised
approximately $40.0 million in net proceeds from the private placement sale of
4,022,561 shares of Class A Common Stock. The Company also raised approximately
$15.7 million in net proceeds from a rights offering covering 1,575,621 shares
of Class A Common Stock. However, the Company made $35.7 million in repayments,
net of borrowings, under credit facilities during the year ended June 30, 1999.
During the year ended June 30, 1998, the Company received $108.5 million of net
proceeds from the sale of Class A Common Stock and $170.7 million in borrowings,
net of repayments, under debt facilities. During the year ended June 30, 1997,
the Company completed its IPO for an aggregate of 7,300,000 shares of Class A
Common Stock, which resulted in net proceeds of $66.3 million. A portion of the
net proceeds from the IPO was used to retire debt. The Company also sold
2,460,000 shares of Class A Common Stock in a private placement transaction,
which yielded net proceeds of $65.6 million during the year ended June 30, 1997.
24
27
Capital Resources
The Company's capital resources are provided from both internal and
external sources. The primary capital resources from internal operations include
revenue from (1) room rentals, food and beverage sales, retail sales and golf,
tennis, marina and conference services at the resorts (2) Premier Club
memberships at the Boca Raton Resort and Club and Grande Oaks Golf Club and (3)
ticket, broadcasting, sponsorship, arena operations and other revenue derived
from ownership of the Panthers. The primary external sources of liquidity have
been the issuance of equity and debt securities and borrowing under term loans
and lines-of-credit.
During the year ended June 30, 1999, management was successful in
refinancing all of the Company's short-term indebtedness. In April 1999, the
Company issued $340.0 million aggregate principal amount of 9.875% senior
subordinated notes due April 15, 2009 in a private placement offering. In
addition, the Company obtained a new three-year, secured credit facility in the
amount of $146 million and repaid its indebtedness under its $35 million credit
facility. As of June 30, 1999, the Company had aggregate availability of $139.2
million under its two lines-of-credit. As a result of this availability and
expected cash from operations, management believes the Company has sufficient
funds to make its planned capital expenditures and support on-going operations,
including meeting debt service obligations.
YEAR 2000
The Year 2000 ("Y2K") issue is the result of computer programs being
written using two digits rather than four to define the applicable year.
Computer programs that have date-sensitive software may recognize a date using
00 as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of operations.
The Company has completed an assessment relative to the modification or
replacement of portions of its software so that its computer systems will
function properly with respect to dates in the year 2000 and thereafter. The
Company has also reviewed its non-information technology systems with respect to
Y2K issues. In addition, communication with third parties has been undertaken to
determine the extent to which the Company's interface systems are vulnerable to
those third parties' failure to remediate their own Y2K issues. The Y2K
remediation project is substantially complete with a total project cost of
approximately $500,000.
The Company can give no guarantee that the systems of other companies on
which the Company's systems rely will be remedied for the Y2K issue on time or
that a failure to remedy the problem by another company would not have a
material adverse effect on the Company.
FORWARD LOOKING STATEMENTS
Some of the information in this report may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may", "will", "expect", "anticipate", "estimate",
"continue" or other similar words. These statements discuss future expectations,
contain projections of results of operations or of financial condition or state
other "forward-looking" information. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this report. The risk factors include certain known and unknown
risks and uncertainties, and could cause the Company's actual results to differ
materially from those contained in any forward looking statement.
These risk factors include, among others, the Company's ability to obtain
financing on acceptable terms to meet operating expenses and finance its growth,
competition in the Company's principal businesses, the 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.
25
28
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
26
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Report of Independent Certified Public Accountants.......... 28
Consolidated Balance Sheets as of June 30, 1999 and 1998.... 29
Consolidated Statements of Operations for the Years Ended
June 30, 1999, 1998 and 1997.............................. 30
Consolidated Statements of Shareholders' Equity (Deficit)
for the Years Ended June 30, 1999, 1998 and 1997.......... 31
Consolidated Statements of Cash Flows for the Years Ended
June 30, 1999, 1998 and 1997.............................. 32
Notes to Consolidated Financial Statements.................. 33
27
30
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To Boca Resorts, Inc.:
We have audited the accompanying consolidated balance sheets of Boca
Resorts, Inc. (a Delaware corporation, formerly Florida Panthers Holdings, Inc.)
and subsidiaries as of June 30, 1999 and 1998, and the related consolidated
statements of operations, shareholders' equity (deficit) and cash flows for each
of the three years in the period ended June 30, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Boca Resorts, Inc. and
subsidiaries as of June 30, 1999 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
1999, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
August 19, 1999.
28
31
BOCA RESORTS, INC.
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30,
(IN THOUSANDS, EXCEPT SHARE DATA)
1999 1998
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents................................. $ 10,222 $ 37,228
Restricted cash........................................... 44,830 29,296
Accounts receivable, net.................................. 24,349 28,574
Inventory................................................. 7,295 6,499
Current portion of Premier Club notes receivable.......... 3,427 4,089
Other current assets...................................... 6,368 5,496
---------- ----------
Total current assets.............................. 96,491 111,182
Property and equipment, net................................. 1,032,497 959,214
Intangible assets, net...................................... 116,427 36,926
Long-term portion of Premier Club notes receivable, net..... 7,073 7,828
Other assets................................................ 32,416 13,057
---------- ----------
Total assets...................................... $1,284,904 $1,128,207
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 57,178 $ 41,326
Current portion of deferred revenue....................... 27,581 35,114
Short-term debt........................................... -- 318,250
Current portion of lines-of-credit and notes payable...... 26,500 4,540
Other current liabilities................................. 4,965 3,866
---------- ----------
Total current liabilities......................... 116,224 403,096
Lines-of-credit and notes payable........................... 217,605 217,836
Premier Club refundable membership fees..................... 62,903 65,046
Other non-current liabilities............................... 17,211 9,826
Deferred income taxes payable............................... 38,857 --
Senior subordinated notes payable........................... 340,000 --
Minority interest........................................... 1,824 1,892
Commitments and contingencies (Note 13)
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 40,551,370 and 34,888,358 shares issued
and outstanding at June 30, 1999 and 1998,
respectively........................................... 406 349
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
June 30, 1999 and 1998................................. 3 3
Contributed capital....................................... 486,421 432,110
Retained earnings (accumulated deficit)................... 3,450 (1,951)
---------- ----------
Total shareholders' equity........................ 490,280 430,511
---------- ----------
Total liabilities and shareholders' equity........ $1,284,904 $1,128,207
========== ==========
See accompanying notes to consolidated financial statements.
29
32
BOCA RESORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1999 1998 1997
-------- -------- --------
Revenue:
Leisure and recreation.................................... $324,127 $252,603 $ 17,567
Entertainment and sports.................................. 62,608 40,642 36,695
-------- -------- --------
Total revenue..................................... 386,735 293,245 54,262
Operating expenses:
Cost of leisure and recreation services................... 141,456 110,084 6,658
Cost of entertainment and sports services................. 52,901 45,919 35,135
Selling, general and administrative expenses.............. 101,023 91,579 15,150
Amortization and depreciation............................. 31,176 23,155 5,698
-------- -------- --------
Total operating expenses.......................... 326,556 270,737 62,641
-------- -------- --------
Operating income (loss)..................................... 60,179 22,508 (8,379)
Interest and other income................................... 6,097 5,251 1,923
Interest and other expense.................................. (56,249) (24,673) (3,364)
Minority interest........................................... (339) (1,813) (440)
-------- -------- --------
Income (loss) before extraordinary item..................... 9,688 1,273 (10,260)
Extraordinary item -- early extinguishment of debt.......... (4,287) -- --
-------- -------- --------
Net income (loss)................................. $ 5,401 $ 1,273 $(10,260)
======== ======== ========
Basic and diluted income (loss) per share:
Income (loss) before extraordinary item..................... $ 0.26 $ 0.04 $ (0.74)
Extraordinary item -- early extinguishment of debt.......... (0.11) -- --
-------- -------- --------
Net income (loss) per share................................. $ 0.15 $ 0.04 $ (0.74)
======== ======== ========
Shares used in computing net income (loss) per
share -- basic............................................ 36,993 34,334 13,829
======== ======== ========
Shares used in computing net income (loss) per
share -- diluted.......................................... 37,146 34,888 13,829
======== ======== ========
See accompanying notes to consolidated financial statements.
30
33
BOCA RESORTS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
CLASS A CLASS B
COMMON STOCK COMMON STOCK
---------------- --------------- RETAINED TOTAL
NUMBER NUMBER CONTRIBUTED EARNINGS/ SHAREHOLDERS'
OF OF CAPITAL (ACCUMULATED EQUITY
SHARES AMOUNT SHARES AMOUNT (DEFICIT) DEFICIT) (DEFICIT)
------ ------ ------ ------ ----------- ------------ -------------
Balance, June 30, 1996....... 871 $ 9 -- $-- $(48,312) $ -- $(48,303)
Recapitalization........... 4,150 41 255 3 40,919 -- 40,963
Sales of common stock...... 9,760 98 -- -- 131,780 -- 131,878
Stock issued in
acquisitions............ 13,149 131 -- -- 181,884 -- 182,015
Warrants issued in
acquisition............. -- -- -- -- 5,000 -- 5,000
Net loss................... -- -- -- -- (7,036) (3,224) (10,260)
Dividends -- Decoma
Entities................ -- -- -- -- (140) -- (140)
------ ---- --- -- -------- ------- --------
Balance, June 30, 1997....... 27,930 279 255 3 304,095 (3,224) 301,153
Sales of common stock...... 6,000 60 -- -- 108,456 -- 108,516
Stock issued in
acquisitions............ 918 9 -- -- 16,778 -- 16,787
Warrants issued in
acquisition............. -- -- -- -- 2,375 -- 2,375
Net income................. -- -- -- -- -- 1,273 1,273
Exercise of stock
options................. 40 1 -- -- 406 -- 407
------ ---- --- -- -------- ------- --------
Balance, June 30, 1998....... 34,888 349 255 3 432,110 (1,951) 430,511
Sales of common stock...... 5,598 56 -- -- 55,672 -- 55,728
Net income................. -- -- -- -- -- 5,401 5,401
Stock issued in
acquisitions............ 63 1 -- -- 549 -- 550
Tax effect of stock
issuance to acquire an
asset................... -- -- -- -- (1,930) -- (1,930)
Exercise of stock
options................. 2 -- -- -- 20 -- 20
------ ---- --- -- -------- ------- --------
Balance, June 30, 1999....... 40,551 $406 255 $3 $486,421 $ 3,450 $490,280
====== ==== === == ======== ======= ========
See accompanying notes to consolidated financial statements.
31
34
BOCA RESORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30,
(IN THOUSANDS)
1999 1998 1997
--------- --------- --------
Operating activities:
Net income (loss)......................................... $ 5,401 $ 1,273 $(10,260)
Extraordinary loss on early extinguishment of debt........ 4,287 -- --
Adjustments to reconcile income (loss) before
extraordinary item to net cash provided by operating
activities:
Amortization and depreciation.......................... 31,176 23,155 5,698
Imputed interest on indebtedness with no stated rate... 1,283 -- --
Income applicable to minority interest................. 339 1,813 440
Changes in operating assets and liabilities (excluding the
effects of business acquisitions):
Accounts receivable.................................... 4,225 (489) 1,876
Other assets........................................... 7,449 (4,059) (512)
Accounts payable and accrued expenses.................. 15,852 (20,091) 2,205
Deferred revenue and other liabilities................. (1,192) 36,086 3,423
--------- --------- --------
Net cash provided by operating activities......... 68,820 37,688 2,870
--------- --------- --------
Investing activities:
Cash acquired in business acquisitions.................... -- 16,548 2,055
Cash used in business acquisitions........................ -- (260,832) (1,076)
Capital expenditures...................................... (99,912) (51,206) (1,494)
Change in restricted cash................................. (15,534) 2,100 --
--------- --------- --------
Net cash used in investing activities............. (115,446) (293,390) (515)
--------- --------- --------
Financing activities:
Net proceeds from the sale of common stock................ 55,728 108,516 131,878
Borrowings under credit facilities........................ 518,135 251,200 35,000
Payments under long-term debt and credit facilities....... (553,837) (80,509) (135,915)
Proceeds from exercise of stock options................... 20 407 --
Payments of related party indebtedness.................... -- -- (19,209)
Payment of dividends -- Decoma Entities................... -- -- (140)
Distribution to minority interests -- Decoma Entities..... (426) (393) (725)
--------- --------- --------
Net cash provided by financing activities......... 19,620 279,221 10,889
--------- --------- --------
Increase (decrease) in cash and cash
equivalents..................................... (27,006) 23,519 13,244
Cash and cash equivalents, at beginning of period........... 37,228 13,709 465
--------- --------- --------
Cash and cash equivalents, at end of period................. $ 10,222 $ 37,228 $ 13,709
========= ========= ========
See accompanying notes to consolidated financial statements.
32
35
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
1. NATURE OF OPERATIONS
Boca Resorts, Inc. (the "Company"), which was known as Florida Panthers
Holdings, Inc. until September 28, 1999, is an owner and operator of leisure and
recreation businesses and entertainment/sports businesses. The leisure and
recreation business primarily consists of the ownership and operation of six
luxury resorts with hotels, conference facilities, golf courses, spas, marinas
and private clubs. The entertainment and sports business primarily includes the
operations of the Florida Panthers Hockey Club (the "Panthers"), the National
Car Rental Center (a multi-purpose sports and entertainment complex where the
Panthers play their home games) and related arena management operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying Consolidated Financial Statements include the accounts of
the Company and all majority-owned subsidiaries after the elimination of
significant intercompany accounts and transactions. Minority interest represents
minority shareholders' proportionate share of the equity in Decoma Miami
Associates Ltd., ("Decoma") the entity that manages the operations of the Miami
Arena, and during the year ended June 30, 1998, the Registry Resort at Pelican
Bay as well. See Note 4.
USE OF ESTIMATES
The preparation of the Consolidated Financial Statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the Consolidated Financial
Statements and accompanying Notes. Actual results may differ from those
estimates.
CASH AND CASH EQUIVALENTS/RESTRICTED CASH
Cash and cash equivalents consist primarily of cash in banks and highly
liquid investments with original maturities of 90 days or less. Restricted cash
consists principally of escrow accounts maintained in accordance with the terms
of mortgage-note agreements and cash collected by the Company in its capacity as
operator of the National Car Rental Center. See Note 13. Concentration of credit
risk and market risk associated with cash, cash equivalents and restricted cash
are considered low due to the credit quality of the issuers of the financial
instruments held by the Company and due to their short-term nature.
ACCOUNTS RECEIVABLE
Accounts receivable are primarily from major credit card companies and
other large corporations. The Company performs ongoing credit evaluations of its
significant customers and generally does not require collateral or a significant
allowance for uncollectible balances.
INVENTORY
Inventory is stated at the lower of cost or market value and primarily
consists of food, beverages, marina fuel, retail merchandise and operating
supplies. Cost is determined using the first-in, first-out method.
PREMIER CLUB NOTES RECEIVABLE
Premier Club notes receivable are carried at amortized cost. Interest
income is suspended on all notes receivable when principal or interest payments
are more than three months contractually past due and is not resumed until such
loans become contractually current. The Company performs credit evaluations of
33
36
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
customers who finance their Premier Club membership and generally does not
require collateral or a significant allowance for uncollectible balances.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost less accumulated depreciation and
amortization. Expenditures for maintenance, repairs and renewals of relatively
minor items are charged to expense as incurred. Significant additions, along
with interest incurred during the construction period for expansions at the
Company's resorts, are capitalized. Interest has been capitalized using the
average borrowing rate of the Company. Interest capitalized for the years ended
June 30, 1999 and 1998 totaled $5.2 million and $1.3 million, respectively. No
interest was capitalized during the year ended June 30, 1997. Depreciation and
amortization has been computed using the straight-line method over the following
estimated useful lives:
YEARS
-----
Building and improvements................................... 40
Land improvements........................................... 15
Leasehold improvements...................................... 5-20
Furniture, fixtures and equipment........................... 3-7
DEBT ISSUANCE COSTS
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. Debt issuance costs are included in other assets
in the accompanying Consolidated Balance Sheets.
INTANGIBLE ASSETS
The components of unamortized intangible assets as of June 30 were as
follows (in 000's):
1999 1998
-------- -------
Franchise cost.............................................. $ 20,665 $21,273
Player contract acquisition costs........................... -- 995
Investment in Miami Arena Contract.......................... 7,805 8,146
Goodwill.................................................... 87,957 6,512
-------- -------
$116,427 $36,926
======== =======
The Panthers paid a $50.0 million franchise fee to the NHL when joining the
league, of which approximately $25.7 million was allocated to the contracts of
players selected in the 1993 expansion draft. The allocation was based upon an
independent appraisal of the fair value of the player contracts and is being
amortized on a straight-line basis over the estimated useful lives of the
contracts. The remaining portion of the franchise fee is being amortized on a
straight-line basis over 40 years. Accumulated amortization at June 30, 1999
totaled $29.3 million.
The Miami Arena is owned by the Miami Sports and Exhibition Authority
("MSEA"), an agency of the City of Miami. Under the terms of the Miami Arena
Contract ("MAC") between MSEA and Decoma, Decoma operates the arena. The MAC is
scheduled to expire on July 8, 2020. Amounts invested in the MAC are being
amortized using the straight-line method over the remaining term of the MAC.
Accumulated amortization at June 30, 1999 totaled $2.8 million.
Goodwill represents the excess of the cost over the fair value of net
assets of the acquired business. Goodwill is stated at amortized cost and is
amortized on a straight-line basis over 40 years. Accumulated amortization at
June 30, 1999 totaled $714,000.
34
37
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS
The carrying value of long-lived assets, including intangible assets, is
reviewed if the facts and circumstances suggest that it may be impaired. If this
review indicates that long-lived assets will not be recoverable based on the
undiscounted cash flows of the entity acquired over the remaining amortization
period, the carrying value of the long-lived assets will be reduced by the
amount by which the carrying value exceeds fair value. Fair value is determined
using management's best estimate of the discounted net operating cash flows over
the remaining life of the assets.
FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures
about Fair Value of Financial Instruments" requires disclosure of the fair value
of financial instruments held by the Company. The carrying amounts of cash and
cash equivalents, restricted cash, accounts receivable, accounts payable and
short-term debt approximates fair value due to their short-term nature. The
carrying amounts of Premier Club notes receivable and long-term debt
approximates fair value based on discounted future cash flows. The carrying
amount of the Company's senior subordinated notes payable is $340.0 million,
compared to an estimated fair value of $319.5 million which is based on the
quoted market price in the over-the-counter bond market. The fair value of
Premier Club refundable membership fees can not be reasonably estimated based on
the uncertainty of the maturity.
REVENUE RECOGNITION
Revenue associated with room rentals, food and beverage sales and other
recreational amenity use at the Company's resort properties is recognized when
services are rendered. Deferred revenue arises as a normal part of business for
advance payments for resort accommodations, club membership dues and club
initiation fees. Annual membership dues from the Boca Raton Resort and Club are
recognized ratably over the membership year commencing October 1. Initiation
fees relating to club memberships of the Boca Raton Resort and Club originating
prior to December 31, 1997 are fully refundable and, accordingly, are reflected
as a liability captioned Premier Club refundable membership fees in the
accompanying Consolidated Balance Sheets. See Note 11. Initiation fees
associated with Premier Club memberships originating after December 31, 1997 are
non-refundable and are deferred and recognized as revenue over the estimated
life of the membership.
Receipts from tickets, broadcasting, advertising and promotions associated
with the Panthers are recorded as revenue on a per game basis over the NHL
regular season. Deferred revenue arises as a normal part of business from
advance payments for Panthers' season tickets, suite accommodations and
advertising.
PLAYER CONTRACT COSTS
Player salaries are recorded on a per game basis during the regular season.
Player signing bonuses are amortized over the life of the player contract. The
Company accounts for trades of player contracts as like-kind exchanges, whereby
the recorded basis of the contract of the acquired player(s) is equal to the net
book value of the contract of the traded player(s), plus or minus any cash
consideration.
Employment contracts with certain players require future compensation under
certain circumstances. These contracts are generally performance in nature and,
accordingly, related payments are charged to operations over the contract
playing seasons.
The Company has obtained disability insurance policies for several of its
players under multi-year contracts. Benefits become payable after thirty
consecutive games are missed by the insured player. The policies provide for
payment of a portion of the player's salary for the remaining term of the
contract or until the player can resume playing.
35
38
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
ADVERTISING EXPENSE
The Company expenses advertising costs the first time the advertising takes
place. Advertising expense was $7.2 million, $5.3 million and $672,000 for the
years ended June 30, 1999, 1998 and 1997, respectively. Prepaid advertising for
each of the periods presented was not material.
COSTS OF START-UP ACTIVITIES
Pre-operating, pre-opening, research and development and organization costs
are expensed as incurred.
INCOME TAXES
The Company accounts for income taxes under the asset and liability method
in accordance with SFAS No. 109, "Accounting for Income Taxes". See Note 18.
STOCK-BASED COMPENSATION
The Company grants stock options for a fixed number of shares to employees
with an exercise price equal to the fair value of the shares at the date of
grant. The Company has elected to account for stock option grants in accordance
with APB No. 25 "Accounting for Stock Issued to Employees" and, accordingly,
recognizes no compensation expense in connection with stock option grants made
to employees. See Note 12.
EARNINGS (LOSS) PER COMMON SHARE
The Company adopted SFAS No. 128, "Earnings Per Share" during fiscal 1998
and has presented a dual presentation of basic and diluted earnings per share.
Basic earnings per share equals net income (loss) 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.
Warrants totaling 1,259,905, 1,694,810 and 434,905 for the years ended June 30,
1999, 1998 and 1997, respectively, were antidilutive and have been excluded.
Options totaling 500,570 were antidilutive in 1997 and, thus, have been
excluded. The following table sets forth weighted average shares used to compute
basic and diluted earnings per share (in 000's):
1999 1998 1997
------ ------ ------
Basic weighted average shares outstanding................... 36,993 34,334 13,829
Stock options............................................... 153 554 --
------ ------ ------
Diluted weighted average shares outstanding................. 37,146 34,888 13,829
====== ====== ======
RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform to the
current year presentation.
3. SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the years ended June 30, 1999, 1998 and 1997 totaled
$51.1 million, $22.3 million and $1.2 million, respectively. Income taxes paid
during the year ended June 30, 1999 totaled $380,000. No income taxes were paid
during the years ended June 30, 1998 and 1997.
The Company issued shares of Class A Common Stock and warrants and exchange
rights to acquire shares of Class A Common Stock totaling 62,830, 1,743,174 and
14,032,225 in connection with business acquisitions during the years ended June
30, 1999, 1998 and 1997, respectively. The value of the shares issued or
issuable during the years ended June 30, 1999, 1998 and 1997 was $549,000, $19.2
million and $195.6 million, respectively.
36
39
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
During the year ended June 30, 1997, in conjunction with the initial public
offering ("IPO"), a note payable of approximately $41.0 million to the Company's
Chairman, Mr. Huizenga, was exchanged for 4,149,710 shares of Class A Common
Stock and 255,000 shares of Class B Common Stock.
4. BUSINESS COMBINATIONS
Prior to the completion of the IPO, the Company acquired from Mr. Huizenga
approximately 78% of the partnership interest in Decoma in exchange for 870,968
shares of Class A Common Stock. This transaction was accounted for on a
historical cost basis in a manner similar to a pooling of interests as of the
date of the acquisition by Mr. Huizenga.
The acquisitions of the businesses discussed below have been accounted for
under the purchase method of accounting and are included in the historical
financial statements from the date of acquisition. No significant business
acquisitions were made during the year ended June 30, 1999.
ACQUISITIONS MADE DURING THE YEAR ENDED JUNE 30, 1998
In April 1998, the Company acquired the Edgewater Beach Hotel for $41.2
million, $20.7 million of which was paid in cash at closing and $20.5 million of
which was paid in cash in September 1998.
In March 1998, the Company acquired the Arizona Biltmore Hotel in exchange
for (1) payment of $126.0 million in cash at closing, (2) payment of $99.8
million in cash in December 1998, (3) payment of $500,000 in cash in August
1999, (4) warrants to purchase 500,000 shares of Class A Common Stock
exercisable at $24.00 per share at any time, in whole or in part, through March
2003 and (5) the assumption of $63.1 million of debt. The Company also agreed to
pay up to $50.0 million to the sellers conditioned upon their satisfactory
execution of certain developmental plans. The plans were delivered to the
Company in acceptable form in December 1998. The obligation was recorded as an
increase to intangible assets and notes payable. The $50.0 million is payable in
three equal annual cash installments, the first of which was made in April 1999.
An additional $8.3 million was prepaid in August 1999.
In November 1997, the Company acquired certain assets associated with
Grande Oaks Golf Club (formerly known as Rolling Hills Golf Club) in exchange
for $8.0 million in cash. The assets acquired consist of an 18-hole golf course
and a separate 9-hole golf course, a parking lot and 86 acres of undeveloped
land adjacent to the golf course. Since its acquisition, the Company has
redesigned the golf course and constructed a new clubhouse that was reopened in
June 1999.
In August 1997, the Company acquired its initial 68% ownership interest
(325 of the 474 units) in the Registry Resort at Pelican Bay for (1) 918,174
shares of Class A Common Stock, (2) warrants to purchase 325,000 shares of Class
A Common Stock (300,000 of which are exercisable at $25.85 per share and 25,000
of which are exercisable at $23.50 per share) and (3) $75.5 million in cash. The
warrants vest ratably on a quarterly basis and become fully exercisable on
December 31, 1999. The warrants expire in October 2003. As of June 30, 1998, the
Company acquired all but one of the remaining units of the property for
additional payments of $30.6 million (net of the payoff of certain mortgage
notes receivable to the Company associated with additional units). The Company
acquired the last unit in July 1998.
ACQUISITIONS MADE DURING THE YEAR ENDED JUNE 30, 1997
In June 1997, the Company acquired substantially all of the net assets of
the Boca Raton Resort and Club in exchange for (1) 272,303 shares of Class A
Common Stock, (2) rights to acquire 4,242,586 shares of Class A Common Stock for
no additional consideration and (3) warrants to purchase 869,810 shares of Class
A Common Stock at a purchase price of $29.01 per share. As of June 30, 1999, 2.0
million shares of Class A Common Stock have been reserved for issuance in
connection with the exchange rights. Such shares have been reflected as issued
in the accompanying Consolidated Balance Sheets. Upon issuance of the shares,
37
40
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
the tax effect of the book-tax bases difference resulting from the exchange is
reflected as an adjustment to contributed capital on the accompanying
Consolidated Statements of Shareholders Equity (Deficit). Half of the warrants
expired in December 1998 and the remaining warrants expire in December 1999.
In May 1997, the Company acquired the rights to operate Gold Coast Ice
Arena in exchange for 34,760 shares of Class A Common Stock. Gold Coast Ice
Arena provides open skating, ice hockey leagues and other programs to the
public.
In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Hyatt Regency Pier 66 Hotel and Marina for 4,450,000 shares of
Class A Common Stock.
In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Radisson Bahia Mar Resort and Yachting Center in exchange for
3,950,000 shares of Class A Common Stock.
In January 1997, the Company acquired certain assets relating to the
Incredible Ice Arena in exchange for (1) $1.0 million in cash, (2) 212,766
shares of Class A Common Stock and (3) the assumption of a maximum of $8.1
million in construction-related obligations. The Incredible Ice Arena provides
open skating, ice hockey leagues and other ice programs to the public.
The Company's unaudited pro forma consolidated results of operations
assuming the above acquisitions had been consummated as of the beginning of the
period are as follows for the years indicated (in 000's, except per share
amounts):
1998 1997
-------- --------
Revenue..................................................... $346,947 $308,174
Net operating income........................................ 37,067 39,304
Net income (loss)........................................... (1,203) (914)
Pro forma net loss per common share -- basic and diluted.... (0.03) (0.03)
The purchase price allocation for business combinations accounted for under
the purchase method of accounting, including the subsequent acquisition of
additional units of the Registry Resort at Pelican Bay, during the years ended
June 30, 1998 and 1997, are as follows (in 000's):
1998 1997
--------- ---------
Cash acquired in business acquisitions...................... $ 16,548 $ 2,055
Current assets, excluding cash.............................. 19,850 55,195
Property and equipment...................................... 455,851 482,847
Other assets................................................ 39 9,152
Intangible assets........................................... 4,831 39,370
Current liabilities......................................... (28,355) (34,161)
Deferred taxes payable...................................... (4,831) (32,627)
Debt........................................................ (183,879) (261,971)
Minority interest........................................... (60) --
Other non-current liabilities............................... -- (63,499)
Common stock issued or reserved for issuance................ (19,162) (195,285)
--------- ---------
Cash used in business acquisitions.......................... $ 260,832 $ 1,076
========= =========
38
41
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. PREMIER CLUB NOTES RECEIVABLE
The Company offers internal financing to qualified purchasers of Premier
Club memberships at the Boca Raton Resort and Club. Based on the terms of the
agreements, the gross membership notes will be collected as follows (in 000's):
2000........................................................ $ 3,427
2001........................................................ 2,368
2002........................................................ 2,239
2003........................................................ 1,640
2004........................................................ 766
Thereafter.................................................. 60
-------
$10,500
=======
6. PROPERTY AND EQUIPMENT, NET
A summary of property and equipment at June 30 is as follows (in 000's):
1999 1998
---------- --------
Land and land improvements.................................. $ 324,114 $276,870
Buildings and improvements.................................. 665,108 642,548
Furniture, fixtures and equipment........................... 70,986 52,147
Construction in progress.................................... 19,477 8,196
---------- --------
1,079,685 979,761
Less: accumulated depreciation and amortization............. (47,188) (20,547)
---------- --------
$1,032,497 $959,214
========== ========
Depreciation and amortization expense on property and equipment included in
the Consolidated Statements of Operations was approximately $28.3 million, $19.0
million and $1.9 million for the years ended June 30, 1999, 1998 and 1997,
respectively.
7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of June 30 consists of the
following (in 000's):
1999 1998
------- -------
Other accrued liabilities................................... $23,600 $19,298
Accounts payable............................................ 14,043 8,406
Accrued property taxes...................................... 6,190 6,367
Accrued payroll and related costs........................... 6,815 5,872
Accrued interest payable.................................... 6,530 1,383
------- -------
$57,178 $41,326
======= =======
8. SHORT-TERM DEBT
In connection with the Company's acquisition of the Edgewater Beach Hotel,
a portion of the purchase price ($20.5 million) was financed by the seller. The
indebtedness was repaid in September 1998.
In connection with the Company's acquisition of the Arizona Biltmore Hotel,
a portion of the purchase price ($100.3 million) was financed by the seller. The
note payable for $99.8 million was repaid in cash in December 1998. The note
payable for $500,000 due in April 2001, and classified as a component of
long-term
39
42
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
lines-of-credit and notes payable in the Consolidated Balance Sheets, was
prepaid in August 1999. See Note 9.
The Company had a bridge loan from a bank in the principal amount of $220.0
million (the "Bridge Loan"), of which $198.0 million was outstanding at June 30,
1998. The proceeds from the Bridge Loan were used to pay the cash portion of the
purchase price of the Arizona Biltmore Hotel, to acquire remaining units of the
Registry Resort at Pelican Bay, to repay certain outstanding indebtedness and
for working capital purposes. The Bridge Loan was repaid in April 1999 with a
portion of the proceeds from the issuance of senior subordinated notes. See Note
10.
9. LINES-OF-CREDIT AND NOTES PAYABLE
Lines-of-credit and notes payable at June 30 is as follows (in 000's):
1999 1998
-------- --------
Revolving line-of-credit collateralized by all assets of
Pier 66, Bahia Mar, Registry Resort and Edgewater Beach
Hotel, variable interest rate (7.94% at June 30, 1999) due
April 20, 2002............................................ $ 41,820(a) $ --
Mortgage note payable, collateralized by substantially all
Pier 66 property and equipment, variable interest rate
(8.8% at June 30, 1998)................................... -- 25,951
Note payable to seller, no stated interest rate, 8.8%
imputed interest rate, equal installments due April 1,
2000 and April 1, 2001.................................... 29,903(b) --
Mortgage note payable, collateralized by substantially all
Arizona Biltmore property and equipment, fixed interest
rate of 8.25%, due July 1, 2016........................... 61,446 62,725
Senior note payable to bank, secured by a first mortgage and
lien on all Boca Resort assets, variable interest rate
(9.0% at June 30, 1999), due on August 22, 2001........... 107,000 110,000
Construction loan with bank, secured by certain land, fixed
interest rate of 7.6% at June 30, 1999, due on January 29,
2000...................................................... 3,436 --
Revolving credit facility with bank, collateralized by all
assets of the Panthers, variable interest rate (7.2% at
June 30, 1998), due on April 30, 2000..................... --(a) 23,200
Note payable to seller, fixed interest rate of 2.5% due
April 1, 2001............................................. 500(c) 500
-------- --------
Total outstanding including current portion....... $244,105 $222,376
======== ========
- ---------------
(a) At June 30, 1999, $139.2 million was available to borrow under the revolving
facilities referenced above.
(b) Approximately $8.3 million of indebtedness was prepaid in August 1999.
(c) Prepaid in full in August 1999.
The Company's loan agreements require the maintenance of customary capital
expenditure reserves for the replacement of assets and restrict the Company's
ability to pay dividends in certain circumstances. In addition, the Company is
required to comply with certain covenants under several of its debt agreements
discussed above, including without limitation, requirements to (1) maintain net
worth of $15.0 million and (2) maintain certain leverage ratios. The Company was
in compliance with these covenants at June 30, 1999.
40
43
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Minimum principal payments required on the Company's lines-of-credit and notes
payable for each of the five fiscal years subsequent to fiscal 1999 and
thereafter are as follows (in 000's):
2000........................................................ $ 26,500
2001........................................................ 22,253
2002........................................................ 138,466
2003........................................................ 1,788
2004........................................................ 1,941
Thereafter.................................................. 53,157
--------
$244,105
========
10. SENIOR SUBORDINATED NOTES PAYABLE
On April 21, 1999, the Company issued $340.0 million aggregate principal
amount of 9.875% senior subordinated notes due April 15, 2009 (the "Notes") in a
private placement offering (the "Offering"). The Notes were subsequently
registered with the Securities and Exchange Commission. Interest on the Notes is
payable semiannually on April 15 and October 15 of each year, commencing October
15, 1999. The Notes are redeemable at the option of the Company, in whole or in
part, in cash, on or after April 15, 2004, together with accrued and unpaid
interest, if any, to the date of redemption. The optional redemption prices for
the twelve month periods beginning April 15 are: 2004 -- 104.9375%;
2005 -- 103.2910%; 2006 -- 101.6450% and 2007 and thereafter -- 100.00%.
In addition, prior to April 15, 2002, the Company may redeem up to 35% of
the aggregate principal amount of the Notes with the proceeds of one or more
public equity offerings, at a redemption price equal to 109.875% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of redemption, provided that at least 65% of the Notes remains outstanding after
any such redemption. The Notes are senior obligations of the Company and rank
pari passu in right of payment with all existing and future senior indebtedness
of the Company and rank senior in right of payment to all existing and future
subordinated obligations of the Company. None of the assets of the Company
secure its obligations under the Notes, and the Notes are effectively
subordinated to secured indebtedness of the Company to any third party to the
extent of assets serving as security.
The Notes are unconditionally guaranteed, jointly and severally, by each of
the Company's existing and future domestic subsidiaries (the "Subsidiary
Guarantors"). The Note guarantees are senior obligations of the Subsidiary
Guarantors and rank pari passu in right of payment with all existing and future
senior indebtedness of such Subsidiary Guarantors and senior in right of payment
to all existing and future subordinated indebtedness of such Subsidiary
Guarantors.
The Notes contain certain covenants limiting the Company's ability to incur
additional indebtedness, pay dividends and make investments and other restricted
payments, enter into transactions with 5% stockholders or affiliates, create
liens, and sell assets. The Company was in compliance with these covenants at
June 30, 1999. Additionally, certain asset sales or specific kinds of change of
control may require the Company to offer to repurchase the Notes.
The net proceeds of the Offering were approximately $328.3 million and were
used to retire short-term and long-term indebtedness. In connection with the
Offering, the Company charged to operations debt issuance costs related to the
extinguished debt and recognized a $4.3 million extraordinary loss.
11. PREMIER CLUB REFUNDABLE MEMBERSHIP FEES
Fully paid initiation fees associated with Premier Club memberships at the
Boca Raton Resort and Club executed prior to December 31, 1997 are refundable
upon the death of a member or a member's spouse and
41
44
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
upon the expiration of the 30-year membership term (subject to renewal at the
member's option). The fee is also refundable upon a member's resignation from
the Premier Club, but only out of the proceeds of the membership fee of the
fifth new member to join the Premier Club following refund of all previously
resigned members' fees. If any member paying over time suspends payment, amounts
paid to date are forfeited and recognized as income. Amounts forfeited to date
have not been material. Premier Club refundable membership fees of approximately
$62.9 million and $65.0 million at June 30, 1999 and 1998, respectively, have
been reflected as a non-current liability in the Company's Consolidated Balance
Sheets.
12. STOCK OPTIONS
The Company has a stock option plan under which options to purchase shares
of common stock may be granted to key employees and directors of the Company.
Options granted under the plan are non-qualified and are granted at a price
equal to the fair market value of the common stock at the date of grant.
Generally, options granted will have a term of ten years from the date of grant,
and will vest in increments of 25% per year over a four-year period on the
annual anniversary of the date of grant. A summary of stock option transactions
for the three years ended June 30, 1999 is as follows:
NUMBER OF NUMBER OF
SHARES RANGE IN OPTIONS
RESERVED OPTIONS OPTION PRICES EXERCISABLE
---------- ---------- -------------- -----------
Balance at June 30, 1996.............. -- -- -- --
Shares reserved under plan............ 2,600,000 -- --
Granted............................... (2,049,747) 2,049,747 $10.00 - 27.30
Forfeited............................. 21,605 (21,605) $ 10.00
---------- ----------
Balance at June 30, 1997.............. 571,858 2,028,142 $10.00 - 27.30 --
Additional shares reserved under
plan................................ 2,400,000 -- --
Granted............................... (1,402,414) 1,402,414 $17.25 - 23.25
Exercised............................. -- (40,614) $ 10.00
Forfeited............................. 93,748 (93,748) $10.00 - 26.38
---------- ----------
Balance at June 30, 1998.............. 1,663,192 3,296,194 $10.00 - 27.30 466,422
Granted............................... (1,293,433) 1,293,433 $9.31 - $10.38
Exercised............................. -- (2,000) $ 10.00
Forfeited............................. 132,743 (132,743) $10.00 - 26.38
---------- ----------
Balance at June 30, 1999.............. 502,502 4,454,884 $ 9.31 - 27.30 1,247,273
========== ==========
The weighted average exercise price and weighted average remaining
contractual life of the Company's outstanding options at June 30, 1999 is set
forth below.
WEIGHTED (VESTED ONLY)
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
CONTRACTUAL EXERCISE OPTIONS EXERCISE
RANGE OF EXERCISE PRICES OPTIONS LIFE PRICE EXERCISABLE PRICE
- ------------------------ --------- ----------- -------- ----------- -------------
$ 9.31 - $10.38.......................... 2,132,866 8.7 years $ 9.68 422,491 $10.00
$16.63 - $19.19.......................... 1,331,518 8.5 years 17.40 337,380 17.39
$21.13 - $27.30.......................... 990,500 7.9 years 25.48 487,402 25.52
--------- ---------
4,454,884 1,247,273
========= =========
42
45
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The weighted average exercise price of all options at June 30, 1999 and
1998 was $15.53 and $17.93, respectively. Pro forma information relating to net
income and earnings per share is required by SFAS No. 123, and has been
determined as if the Company had accounted for its employee stock options under
the fair value method of that Statement. The fair value for these options was
estimated at the date of grant using a Black-Scholes option pricing model with
the following assumptions for the year ended June 30:
1999 1998 1997
----------- ----------- ------------
Pro forma net loss(a).......................... $(2,210,000) $(4,924,000) $(11,271,000)
Pro forma net loss per share................... $ (0.06) $ (0.14) $ (0.82)
Pro forma weighted average fair value of
options granted.............................. $ 7.83 $ 8.91 $ 8.74
Risk free interest rate........................ 6.35% 6.35% 6.35%
Expected lives................................. 5-7 years 5-7 years 5-7 years
Expected volatility............................ 42% 42% 42%
- ---------------
(a) Substantially all compensation expense included in the pro forma loss for
the year ended June 30, 1999 relates to options with exercise prices higher
than the current market price of the Class A Common Stock.
13. COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases the Bahia Mar resort site from the City of Fort
Lauderdale under an operating lease, which has a term through August 31, 2062.
Under the lease agreement, the Company is required to pay annual rent equal to
the greater of a percentage (4.0% through September 30, 2012 and 4.25%
thereafter) of annual gross operating revenue, as defined, or a $300,000 minimum
annual rent (escalating after September 2037). Rent expense under this lease
totaled $785,000 and $775,000 for the years ended June 30, 1999 and 1998,
respectively, and $247,000 for the period from the date of the Bahia Mar
acquisition (March 4, 1997) to June 30, 1997. The lease agreement also requires
the Company to set aside 3% of Bahia Mar's revenue annually, as defined in the
lease agreement, for the purchase, replacement and upgrade of furniture,
fixtures and equipment. All such restricted funds have been spent on their
required purpose through June 30, 1999.
Future minimum lease obligations under various noncancellable operating
leases with initial terms in excess of one year at June 30, 1999 are as follows
(in 000's):
2000........................................................ $ 2,985
2001........................................................ 2,093
2002........................................................ 1,785
2003........................................................ 1,114
2004........................................................ 616
Thereafter.................................................. 17,400
-------
$25,993
=======
As of June 30, 1999, the Company has two letters of credit which secure two
operating leases. The letters of credit are collateralized by certificates of
deposit totaling $500,000, which mature in August 1999 and are included in
restricted cash.
43
46
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with various player and
non-player employees and resort personnel that expire at various dates through
June of 2002. The terms of these employment agreements require future payments,
excluding bonuses, at June 30, 1999 as follows (in 000's):
2000........................................................ $ 37,877
2001........................................................ 29,721
2002........................................................ 22,508
2003........................................................ 12,300
2004........................................................ 10,000
--------
$112,406
========
NATIONAL CAR RENTAL CENTER
In June 1996, the Company entered into a 30-year license agreement (the
"Broward License Agreement") for the use of the National Car Rental Center. In
connection therewith, Broward County receives revenue from the operations of the
National Car Rental Center. The Company has provided Broward County a guaranty
pursuant to which the Company will be obligated to pay Broward County its
contracted share of the county's annual debt service obligation (the "County
Preferred Revenue Allocation"). The Company believes that the revenue generated
from the operations of the National Car Rental Center will be sufficient to
cover the County Preferred Revenue Allocation. The Broward License Agreement may
be extended for additional five-year periods, subject to certain conditions.
The National Car Rental Center provides a variety of revenue streams to the
Company, including suite and premium club seat sales, building advertising,
parking, concessions, and net revenue generated from other entertainment events
held at the arena. Many of these revenue streams are committed to on a
multi-year basis. The Company is entitled to retain (1) 95% of all revenue
derived from the sale of general seating tickets to the Panthers' home games and
100% of certain other hockey-related advertising and merchandising revenue and
(2) the first $14.0 million of net operating income generated by the National
Car Rental Center, on an annual basis, and 80% of all net operating income in
excess of $14.0 million generated by the National Car Rental Center, with
Broward County receiving the remaining 20%. "Net operating income" is defined as
revenue from building naming rights fees, food and beverage concessions,
parking, non-hockey-related advertising and all other revenue generated from
non-hockey-related events offset by certain arena operating and financing costs
including the County Preferred Revenue Allocation.
The Company is obligated to pay rent in the amount of approximately $7,500
per home game played by the Panthers at the National Car Rental Center and to
pay certain utility and event staffing expenses, but the combined amounts
payable by the Panthers under the Broward License Agreement will not exceed 5%
of the gross receipts from the sale of general seating tickets to Panthers' home
games.
LITIGATION
On April 9, 1997, Allied Minority Contractors Association, Inc., South
Florida Chapter of NAMC, Overnight Success Construction, Inc., Reed Jr.
Plumbing, Inc. and Christopher Mallard (collectively, the "Broward County
Plaintiffs") filed a suit against Broward County and Arena Development in the
Seventeenth Judicial Circuit in and for Broward County, Florida. This suit
alleges that Broward County entered into the agreement with the Company to
develop the National Car Rental Center in violation of Florida law and Broward
County ordinances. The Broward County Plaintiffs seek, among other things, to
nullify the agreement between Broward County and the Company to develop the
National Car Rental Center. On July 10, 1997, the trial court denied the Broward
County Plaintiffs' motion for a temporary restraining order
44
47
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and on November 17, 1997 the trial court also denied plaintiff's motion for
summary judgement. On May 19, 1998, the trial court granted the Joint Motion of
Broward County and Arena Development to Disqualify Plaintiffs and their Counsel
and to Dismiss. Plaintiffs filed an appeal. On August 18, 1999, the Fourth
District Court of Appeal of the State of Florida affirmed the trial court's
rulings. Plaintiffs may attempt to seek further review from the Florida Supreme
Court. The Company intends to continue vigorously defending against this suit.
An unfavorable outcome of the suit may have a material adverse effect on the
Company's financial condition or results of operations.
On January 28, 1997, February 4, 1997 and March 18, 1997, purported class
action lawsuits were filed against the Company and Messrs. Huizenga, Johnson,
Rochon, Berrard, Hudson, Dauria and Evans in the United States District Court
for the Southern District of Florida. On May 7, 1998, a consolidated and amended
class action complaint was filed combining these claims into one action. The
suits allege, among other things, that the defendants violated Section 10(b) of
the Exchange Act and Rule 10b-5 thereunder, by making untrue statements or
omitting material facts, in connection with sales of the Company's Class A
Common Stock by the plaintiff and others in the purported class between November
13, 1996 and December 22, 1996. The suit generally seeks, among other things,
certification as a class and an award of damages in an amount to be determined
at trial. On May 24, 1999, the court granted the defendants' motion and
dismissed Counts I and II of the complaint with prejudice, and dismissed Count
III (Section 20A of the Exchange Act) with leave to amend. On July 22, 1999,
plaintiffs filed an amended complaint against defendants Johnson, Rochon,
Berrard and Hudson. On September 13, 1999, all parties submitted a stipulation
to the court which provides for a dismissal with prejudice of all claims. Upon
entry by the court of the agreed final judgement, all claims in this action will
be dismissed with prejudice, with no liability to any of the defendants.
On October 9, 1997, Bernard Kalishman filed a purported shareholder
derivative and class action lawsuit on behalf of the Company, as nominal
defendant, against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson and Egan,
each as director of the Company and Richard Evans and William Torrey, both
former directors of the Company, in the Seventeenth Judicial Circuit in and for
Broward County, Florida. The suit alleges, among other things, that each of the
defendants (other than Mr. Egan) breached contractual and fiduciary obligations
owed to the Company and its stockholders by engaging in self-dealing
transactions in connection with the Company's purchase of Hyatt Regency Pier 66
Hotel and Marina and the Radisson Bahia Mar Resort and Yachting Center. The suit
seeks to impose a constructive trust on alleged excessive compensation paid to
the prior owners of Pier 66 and Bahia Mar or to have damages assessed against
the defendants or to rescind the transaction. The amended complaint also added
claims similar to those alleged in the class action lawsuit described in the
paragraph above and dropped Mr. Egan as a defendant. On June 3, 1999, the court
granted the defendants' motion to dismiss the derivative claims with prejudice.
On June 11, 1999, the plaintiff moved for rehearing on certain aspects of the
court's order, which motion has not yet been heard. The Company intends to
continue vigorously defending against this suit. An unfavorable outcome of the
suit may have a material adverse effect on the Company's financial condition or
results of operations.
Decoma Miami Associates, Ltd. has a contract (the MAC) with the Miami
Sports and Exhibition Authority (MSEA), an agency of the City of Miami, to
operate the Miami Arena through July 8, 2020. In a complaint filed in the
Eleventh Judicial Circuit in and for Dade County, Florida on June 17, 1996,
subsequently amended on December 5, 1997, Decoma sought, among other relief, a
declaration that the MAC had been breached by MSEA's improper transfer to the
City of Miami of certain tax revenue that MSEA had pledged under the MAC for the
benefit of the Miami Arena and other limited applications. On September 9, 1999
the court ruled that MSEA's improper transfer of tax revenue violated the MAC
and that Decoma Miami Associates, Ltd. was entitled to terminate the MAC and
entered a judgement against MSEA for liquidated damages in the amount of
approximately $12 million. In the event MSEA should appeal this ruling, Decoma
Miami Associates, Ltd. intends to continue to vigorously enforce its remedies
under the MAC.
45
48
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company is not presently involved in any other 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 the legal proceedings described above and
other 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. However, unfavorable resolution of
each matter individually or in the aggregate could have a material affect on the
consolidated results of operations or cash flows for the periods in which they
are resolved.
ENVIRONMENTAL MATTERS
Under various federal, state, and local environmental laws and regulations,
an owner or operator of real property may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such real property, as
well as for the costs of complying with environmental laws regulating on-going
operations. The Company may be potentially liable for any such costs in
connection with the ownership and operation of its properties. The Company has
obtained Phase I environmental site assessments for the real property on which
each of the resorts is located. In addition, Phase II environmental assessments
have been conducted at several properties. Phase I assessments are intended to
identify existing, potential and suspected environmental contamination and
regulatory compliance concerns, and generally include historical reviews of the
property, reviews of certain public records, preliminary visual investigations
of the site and surrounding properties and the preparation and issuance of
written reports. Phase II assessments involve the sampling of environmental
media, such as subsurface soil and groundwater, to confirm whether contamination
is present at areas of concern identified during the course of a Phase I
assessment.
The Phase I and Phase II assessments have not revealed any environmental
liability or compliance concerns that the Company believes would have a material
adverse effect on its business, nor is the Company aware of any such material
liability or concern. However, the environmental assessments have revealed the
presence of limited areas of contamination on the properties, some of which will
require remediation. The environmental assessments have also identified
operations that are not strictly in compliance with applicable environmental
laws or that will need to be upgraded to remain in compliance with applicable
environmental laws (including the presence of underground storage tanks at a few
of the properties). The most significant areas of contamination identified by
the Phase I and Phase II assessments involve areas at the Grande Oaks Golf Club
and the Company's property located in Plantation, Florida that are currently
being addressed. Pursuant to an agreement with the former owner of such
properties, the Company has the benefit of an indemnity that, based on currently
available information, will defray most of the costs associated with the
investigation and remediation at these locations. Phase I and Phase II
assessments cannot provide full and complete knowledge of environmental
conditions and compliance matters. Therefore, there can be no assurances that:
(1) material environmental liabilities or compliance concerns do not exist; (2)
an identified matter that does not appear reasonably likely to be material will
not result in significantly greater expenditures than is currently anticipated;
or (3) there are no material environmental liabilities or compliance concerns of
which the Company is unaware.
14. LICENSE AND FRANCHISE AGREEMENTS
Upon the acquisition of the Hyatt Regency Pier 66 Hotel and Marina, the
Company assumed the rights of the franchise agreement with Hyatt Franchise
Corporation. The franchise agreement expires in November 2014 with various early
termination provisions and liquidated damages for early termination. The
franchise agreement provides for payments of monthly royalty fees equal to 5.0%
of gross room revenue. The franchise agreement also provides for the payment of
certain Hyatt "allocable chain expenses" primarily relating to sales and
marketing. Aggregate Hyatt fees and expenses amounted to $1.4 million and $1.3
million for the years
46
49
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
ended June 30, 1999 and 1998, respectively, and $398,000 for the period from the
date of acquisition (March 4, 1997) to June 30, 1997. The franchise agreement
also requires maintenance of a customary reserve for replacement of furniture,
fixtures and equipment equal to 4.0% of gross room revenue. All such cash has
been utilized for its required purpose through June 30, 1999.
Upon the acquisition of Radisson Bahia Mar Resort and Yachting Center, the
Company assumed the rights of a ten-year license agreement with Radisson Hotels
International, Inc. ("Radisson"). The terms of the agreement allow the Company
to operate the resort using the Radisson system. Annual fees payable to Radisson
pursuant to the agreement equal 5.0% of gross room sales. Fees paid to Radisson
pursuant to the license agreement totaled $436,000 and $422,000 for the years
ended June 30, 1999 and 1998, respectively, and $134,000 from the date of
acquisition (March 4, 1997) to June 30, 1997.
15. RELATED PARTY TRANSACTIONS
It is the Company's policy to enter into transactions with related parties
on terms that, on the whole, are no less favorable than those terms that would
be available from unaffiliated parties.
The Company pays a management fee to Huizenga Holdings, Inc., a corporation
whose sole shareholder is Mr. Huizenga, equal to 1% of total revenue, excluding
all NHL national television revenue, enterprise rights and expansion fees. Such
fees totaled approximately $3.9 million, $2.9 million and $498,000 for the years
ended June 30, 1999, 1998 and 1997, respectively, and are reflected in corporate
overhead as a component of selling, general and administrative expenses in the
accompanying Consolidated Statements of Operations.
In April 1999, the Panthers amended its contract with SportsChannel
Florida, an entity affiliated with Mr. Huizenga. Under the terms of the amended
contract, the Panthers granted local television broadcast and pay television
rights, exclusively to SportsChannel Florida, a Florida limited partnership, 70%
of which is owned by Mr. Huizenga for all of the Panthers' pre-season, regular
season and post-season games during the ten seasons commencing with the
1999-2000 season. The SportsChannel Florida contract provides for payments to
the Panthers of annual rights fees of $5.5 million for the 1999-2000 season and
increasing approximately 3% each season through its term.
During the year ended June 30, 1999 the Company paid Callaghan & Partners,
Ltd. $1.0 million for construction and development services. Dennis Callaghan, a
director of the Company, is President of Callaghan & Partners, Ltd., an entity
founded by Mr. Callaghan to acquire, develop, finance, renovate and manage
resorts, hotels and residential and commercial properties in the United States
and abroad.
The Company subleases certain office space and parking to NationsRent, Inc.
("NationsRent"). The monthly lease amount paid by NationsRent is approximately
$44,000, which includes a share of the operating expenses of this location based
upon estimated usage. Mr. Huizenga is a director of NationsRent.
In connection with the IPO, Mr. Huizenga, contributed to the Company his
78% ownership interest in Decoma; a note representing the outstanding amount
which one of the Company's subsidiaries had previously borrowed from him, plus
interest; his ownership interest in the Panthers; his ownership interest in
Arena Development Company, Ltd., an entity which developed the National Car
Rental Center; and his ownership interest in Arena Operating Company, Ltd., an
entity which operates the National Car Rental Center; in exchange for 5,275,678
shares of common stock, of which 5,020,678 shares were Class A Common Stock and
255,000 shares were Class B Common Stock. The Company repaid $20.0 million in
debt owed to Panthers Investment Venture, one of the Company's affiliates
controlled by Mr. Huizenga.
In connection with the acquisition of the Hyatt Regency Pier 66 Hotel and
Marina and the Radisson Bahia Mar Resort and Yachting Center in March 1997,
Messrs. Huizenga, Berrard, Johnson and Rochon (each directors of the Company)
received 972,018, 592,877, 451,248 and 379,062 shares of the Class A Common
Stock, respectively, in exchange for their ownership interests in these resorts.
47
50
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In 1994, Mr. Huizenga purchased a 50% interest in the predecessor to
Leisure Management International, Inc., which manages the Miami Arena under a
management agreement with Decoma. Under the terms of the management agreement,
Leisure Management received from Decoma management fees of approximately
$150,000, $137,000 and $120,000 for the fiscal years ended June 30, 1999, 1998
and 1997, respectively. The Company also manages and operates the National Car
Rental Center. The Company has entered into an agreement with Leisure Management
to manage the National Car Rental Center for $200,000 annually with an incentive
bonus of up to $50,000 annually and with Front Row Communications, Inc., an
entity affiliated with Mr. Huizenga, that marketed luxury suites and obtained
the initial corporate sponsorships at the arena. Front Row received 10% of all
first year arena advertising, including naming rights revenue at the National
Car Rental Center.
16. OPERATIONS BY BUSINESS SEGMENT
The Company has two reportable business segments. These business segments
have separate management teams and infrastructures that offer different products
and services. 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 entertainment and
sports business includes the operations of the Panthers, the National Car Rental
Center and related arena management operations. The Company evaluates
performance and allocates resources based on operating income (loss). Operating
income is defined as operating profit (loss) prior to interest income, interest
expense, other income, income taxes and minority interest. The accounting
policies of the reportable segments are the same as those described in the
summary of significant accounting policies. The following table presents
financial information relating to the Company's business segments as of and for
the years ended June 30 (in 000's):
1999 1998 1997
---------- ---------- --------
Revenue:
Leisure and recreation............................ $ 324,127 $ 252,603 $ 17,567
Entertainment and sports.......................... 62,608 40,642 36,695
---------- ---------- --------
$ 386,735 $ 293,245 $ 54,262
========== ========== ========
Amortization and depreciation:
Leisure and recreation............................ $ 28,225 $ 17,950 $ 1,459
Entertainment and sports.......................... 2,833 5,168 4,239
Corporate......................................... 118 37 --
---------- ---------- --------
$ 31,176 $ 23,155 $ 5,698
========== ========== ========
Operating income (loss):
Leisure and recreation............................ $ 71,017 $ 52,769 $ 4,053
Entertainment and sports.......................... (1,541) (20,447) (10,533)
Corporate......................................... (9,297) (9,814) (1,899)
---------- ---------- --------
$ 60,179 $ 22,508 $ (8,379)
========== ========== ========
Capital expenditures:
Leisure and recreation............................ $ 98,413 $ 50,292 $ 419
Entertainment and sports.......................... 1,397 530 1,058
Corporate......................................... 102 384 17
---------- ---------- --------
$ 99,912 $ 51,206 $ 1,494
========== ========== ========
48
51
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1999 1998 1997
---------- ---------- --------
Assets:
Leisure and recreation............................ $1,188,606 $1,046,074 $533,493
Entertainment and sports.......................... 76,757 76,441 65,338
Corporate......................................... 19,541 5,692 1,561
---------- ---------- --------
$1,284,904 $1,128,207 $600,392
========== ========== ========
17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
-------- -------- -------- ------- --------
Revenue................................ 1999 $ 52,278 $105,049 $142,288 $87,120 $386,735
1998 32,949 76,580 105,752 77,964 293,245
Operating income (loss)................ 1999 (9,585) 20,452 43,255 6,057 60,179
1998 (9,246) 4,451 22,306 4,997 22,508
Net income (loss)...................... 1999 (20,046) 8,986 26,028 (9,567) 5,401
1998 (12,157) 1,161 13,919 (1,650) 1,273
Basic and diluted net income (loss) per
share................................ 1999 (0.57) 0.26 0.70 (0.23) 0.15
1998 (0.38) 0.03 0.39 (0.05) 0.04
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. Because of this
variability in demand, the Company's quarterly revenue may fluctuate, and
revenue for the first quarter of each year can be expected to be lower than the
remaining quarters. Although the Company believes that the historical trend in
quarterly revenue for the second, third and fourth quarters of each year is
generally higher than the first quarter, there can be no assurance that this
will occur in future periods. Accordingly, quarterly or other interim results
should not be considered indicative of results to be expected for any quarter or
for the full year.
18. INCOME TAXES
There is no net current or deferred tax expense for the years ended June
30, 1999, 1998 and 1997. The Company reduced its valuation allowance relating to
net operating loss carryforwards to offset income in 1999 and 1998 and was in a
loss position in 1997. Realization of the future tax benefits related to
deferred tax assets is dependent on many factors, including the Company's
ability to generate future taxable income within the net operating loss
carryforward period. Management has considered these factors in reaching its
conclusion as to the need for a valuation allowance for financial reporting
purposes. The income tax effect of temporary differences comprising the deferred
tax assets and deferred tax liabilities in the accompanying Consolidated Balance
Sheets is set forth below (in 000's):
1999 1998
-------- --------
Deferred tax assets:
Federal and state tax operating loss and general tax
credit carryforwards................................... $ 4,597 $ 7,477
Deferred revenue.......................................... 6,177 3,824
Deferred tax liabilities:
Book basis in property over tax basis..................... (42,233) (361)
Valuation allowance....................................... (7,398) (10,408)
-------- --------
Net deferred tax (liabilities) assets..................... $(38,857) $ 532
======== ========
49
52
BOCA RESORTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A reconciliation between the statutory federal income tax expense and the
income tax expense at the Company's effective rate for the period ended June 30,
1999, 1998 and 1997 is set forth below (in 000's).
1999 1998 1997
------- ----- -------
Computed expected income tax expense (benefit) based on
statutory federal income tax rate......................... $ 1,836 $ 433 $(3,488)
State income taxes, net of federal benefit.................. 484 114 (873)
Non-deductible amortization................................. 286 507 165
Increase (decrease) in valuation allowance.................. (3,010) (816) 3,752
Other, net.................................................. 404 (238) 444
------- ----- -------
Provision for income taxes.................................. $ -- $ -- $ --
======= ===== =======
The Company has available net operating loss carryforwards of approximately
$11.5 million for tax purposes to offset future taxable income. The net
operating loss carryforwards, if not fully utilized, begin to expire in 2012.
19. EMPLOYEE BENEFITS
Certain of the Company's employees are participants in a qualified 401(k)
Savings and Retirement Plan (the "401(k)"), a defined contribution plan. The
401(k) is available to employees over the age of 21 with at least one year of
service who work a minimum of 1,000 hours per year. The Company may match a
discretionary percentage of the amount contributed by the participant up to a
limit of 6% of annual compensation. Employees may contribute up to 10% of their
annual compensation. Participants are automatically vested in compensation
deferrals. Vesting in Company matching contributions is at the rate of 20% each
year, after one year of plan participation, reaching 100% after five years. The
Company did not make any matching contributions during the years ended June 30,
1999, 1998 or 1997.
The Boca Raton Resort and Club has in place a non-qualified 401(a) Plan
(the "Boca Plan") for which substantially all of its employees are eligible to
participate. The Boca Plan allows participants to contribute up to 16% of their
total compensation. The Company is required to contribute 50% of the first 6% of
the employee's earnings.
The Club's NHL hockey players are covered under the NHL Club Pension Plan
and Trust (the "Pension Plan") which is administered by the NHL and represents a
multi-employer defined contribution plan. The Club's contributions to the
Pension Plan totaled $172,000, $148,000 and $157,000 for the years ended June
30, 1999, 1998 and 1997, respectively.
The Company has commercial insurance coverage to cover employees' (other
than players and coaches) health care costs for which employees make partial
contributions. Players and coaches are covered under the NHL Medical and Dental
Plan administered by the NHL, for which the Company pays 100% of the premiums.
50
53
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10, 11, 12 and 13 of Part III of Form
10-K will be set forth in the Proxy Statement of the Company relating to the
Company's 1999 Annual Meeting of Stockholders and is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements of the Company are set forth in Part II, Item
8.
(2) All Financial Statement Schedules are omitted because they are not
applicable, are not present in amounts sufficient to require submission of the
schedules or the required information is presented in the Consolidated Financial
Statements or related notes.
(3) Exhibits -- (See Index to Exhibits included elsewhere herein.)
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on April 7, 1999 reporting
certain information included in a private placement offering memorandum, a
Current Report on Form 8-K on April 26, 1999 reporting the consummation of
certain financing and a Current Report on Form 8-K on June 8, 1999 reporting on
the status of certain litigation.
51
54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
BOCA RESORTS, INC.
September 28, 1999 By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Senior Vice President, Treasurer and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Pierce and Richard L. Handley as his
or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Annual Report on Form 10-K and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ H. WAYNE HUIZENGA Chairman of the Board September 28, 1999
- ----------------------------------------------------- (Principal Executive
H. Wayne Huizenga Officer)
/s/ RICHARD C. ROCHON Vice Chairman and President September 28, 1999
- -----------------------------------------------------
Richard C. Rochon
/s/ WILLIAM M. PIERCE Chief Financial Officer, September 28, 1999
- ----------------------------------------------------- Treasurer and Senior Vice
William M. Pierce President (Principal
Financial Officer)
/s/ STEVEN M. DAURIA Vice President and Corporate September 28, 1999
- ----------------------------------------------------- Controller (Principal
Steven M. Dauria Accounting Officer)
/s/ STEVEN R. BERRARD Director September 28, 1999
- -----------------------------------------------------
Steven R. Berrard
/s/ DENNIS J. CALLAGHAN Director September 28, 1999
- -----------------------------------------------------
Dennis J. Callaghan
/s/ MICHAEL S. EGAN Director September 28, 1999
- -----------------------------------------------------
Michael S. Egan
52
55
SIGNATURE TITLE DATE
--------- ----- ----
/s/ CHRIS EVERT Director September 28, 1999
- -----------------------------------------------------
Chris Evert
/s/ HARRIS W. HUDSON Director September 28, 1999
- -----------------------------------------------------
Harris W. Hudson
/s/ GEORGE D. JOHNSON, JR. Director September 28, 1999
- -----------------------------------------------------
George D. Johnson, Jr.
/s/ HENRY LATIMER Director September 28, 1999
- -----------------------------------------------------
Henry Latimer
53
56
EXHIBIT INDEX
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
2.1 -- Exchange Agreement dated October 25, 1996 by and between the
Company and H. Wayne Huizenga.(1)
2.2 -- Purchase Agreement dated October 25, 1996 by and between
Decoma Investment, Inc. II and Decoma Investment, Inc.
III.(1)
2.3 -- Partnership Exchange Agreement dated October 25, 1996 by and
between Florida Panthers Hockey Club, Ltd. and H. Wayne
Huizenga.(1)
2.9 -- Amended and Restated Contribution and Exchange Agreement,
dated as of March 20, 1997, by and among Florida Panthers
Holdings, Inc., Panthers BRHC Limited, Boca Raton Hotel and
Club Limited Partnership, BRMC, L.P. and BRMC Corporation(4)
2.10 -- Merger Agreement, dated July 8, 1997, by and among the
Company, FPH/RHI Merger Corp., Inc., ResortHill, Inc. and
Gary V. Chensoff.(5)
2.11 -- Agreement and Plan of Merger dated as of November 17, 1997
by Boca Resorts, Inc. (formerly Florida Panthers Holdings,
Inc.), a Delaware corporation.(4)
2.12 -- Contribution and Exchange Agreement dated as of December 19,
1997, by and among Boca Resorts, Inc. (formerly Florida
Panthers Holdings, Inc.), Wright-Bilt Corp., Biltmore Hotel
Partners, AZB Limited Partnership, W&S Realty Investment
Group, L.L.C., Samuel Grossman, Charles Carlisle, W. Matthew
Crow, AZ Biltmore Hotel Limited Partnership, Southwest
Associates, El Camino Associates and the Crow Irrevocable
Trust.(6)
4.1 -- Amended and Restated Loan Agreement, dated June 25, 1997,
among Panthers BRHC Limited, the banks listed on the
signature page thereto and the Bank of Nova Scotia.(5)
10.1 -- Broward County Arena License Agreement, dated as of June 4,
1996, by and between Florida Panthers Hockey Club, Ltd.,
Arena Operating Company, Ltd., and Broward County,
Florida.(1)
10.2 -- Broward County Arena Operating Agreement, dated as of June
4, 1996, by and between Arena Operating Company, Ltd. and
Broward County, Florida.(1)
10.3 -- Amendment and Clarification to Operating Agreement and
License Agreement, dated as of June 4, 1996, by and between
Florida Panthers Hockey Club, Ltd., Arena Operating Company,
Ltd. and Broward County, Florida.(1)
10.4 -- Broward County Arena Development Agreement, dated as of June
4, 1996, by and between Arena Development Company, Ltd. and
Broward County, Florida.(1)
10.5 -- Employment Agreement by and between William A. Torrey and
the Company.(1)
10.6 -- Management Agreement by and between the Company and Huizenga
Holdings, Inc.(1)
10.7 -- Miami Arena Contract, dated as of October 10, 1986, as
amended, by and between Miami Sports and Exhibition
Authority and Decoma Miami Associates, Ltd.(1)
10.8 -- First Amendment to Miami Arena Contract and Agreement, dated
as of December 13, 1990, by and between Miami Sports and
Exhibition Authority and Decoma Miami Associates, Ltd.(1)
10.9 -- Arena Management Agreement, dated as of October 10, 1986, by
and between Decoma Venture and Facility Management and
Marketing (predecessor to Leisure Management
International).(1)
10.10 -- Amended and Restated 1996 Stock Option Plan.
10.11 -- Concession Agreement, dated as of April 4, 1995, as amended,
by and between City of Coral Springs, Florida and Can Am
Investment Group, Inc.(2)
54
57
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
10.12 -- Assignment of Concession Agreement, dated as of January 31,
1997, by and between Coral Springs Ice, Ltd. and Florida
Panthers Holdings, Inc.(2)
10.13 -- Hotel Management Agreement (Pier 66), by and between 2301 SE
17th St., Ltd. and Rahn Pier Mgt., Inc.(3)
10.14 -- Hotel Management Agreement (Bahia Mar), by and between 2301
Rahn Bahia Mar, Ltd. and Rahn Bahia Mar Mgmt., Inc.(4)
10.15 -- Indenture dated April 21, 1999 between Boca Resorts, Inc.
(formerly Florida Panthers Holdings, Inc.), The Guarantors
and The Bank of New York as Trustee(9)
10.16 -- Credit Agreement dated April 21, 1999 between Florida
Panthers Hotel Corporation, the Initial Lenders named
therein, Bear, Stearns & Co. Inc. as Syndication Agent and
Bankers Trust Company as Administrative Agent(9)
21.1 -- Subsidiaries of the Company(8)
23.1 -- Consent of Arthur Andersen LLP
24.1 -- Powers of Attorney (included as part of the signature page
of this Annual Report on Form 10-K.
27.1 -- 1999 Financial Data Schedule (for SEC use only)
- ---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-12191
(2) Incorporated by reference to the Company's Current Report on Form 8-K filed
on February 18, 1997 -- SEC File No. 0-21435
(3) Incorporated by reference to the Company's Definitive Consent Solicitation
Statement filed on March 4, 1997 -- SEC File No. 0-21435
(4) Incorporated by reference to the Company's Registration Statement on Form
S-4 -- SEC File 333-28951
(5) Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-30925
(6) Incorporated by reference to the Company's Current Report on Form 8-K Filed
on March 5, 1998, as amended by the Company's Current Report on Form 8-K/A
filed on May 15, 1998 -- SEC File No. 1-13173
(7) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997 -- SEC File No. 1-13173
(8) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1998 -- SEC File No. 1-13173
(9) Incorporated by reference to the Company's Registration Statement on Form
S-4 -- SEC File No. 333-77945.
55