##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




---

FORM 10-Q

(Mark One)

|                                                  |  |                                                                                                 
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|x                                                 |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended March 31,
    2003
|OR                                               
|                                                 
|o                                                 |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission file number: 1-13173

BOCA RESORTS, INC.

(Exact Name of Registrant as Specified in its
Charter)


|                                                                                         |  |                                     
|---------------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                                 |  | 65-0676005                          
|(State of Incorporation)                                                                 |  | (I.R.S. Employer Identification No.)
|                                                                                        
|501 East Camino Real
    Boca Raton, Florida(Address of Principal Executive
    Offices) |  | 33432(Zip Code)                     



Registrants telephone number, including
area code: (561) 447-5300


Former Name, Former Address and Former Fiscal
Year, if Changed Since Last Report: Not Applicable

Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days.
Yes x          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Yes x          No o

As of May 13, 2003, there were 39,022,079
shares of Class A Common Stock, $.01 par value per share,
and 255,000 shares of Class B Common Stock, $.01 par value
per share, outstanding.



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TABLE OF CONTENTS



|                                     |                                                                                               |  |  |  |  |  |  | 
|------------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I -- FINANCIAL INFORMATION     
|                                     | Item 1. Financial Statements                                                                 
|                                     | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                     | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                     | Item 4. Controls and Procedures                                                              
|Part II -- OTHER INFORMATION        
|                                     | Item 1. Legal Proceedings                                                                    
|                                     | Item 2. Changes in Securities and Use of Proceeds                                            
|                                     | Item 3. Defaults Upon Senior Securities                                                      
|                                     | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                     | Item 5. Other Information                                                                    
|                                     | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                          
|SECTION 302 CERTIFICATIONS          
|SECTION 302 CERTIFICATIONS CONTINUED
|EX-99.1 Certification of CEO & CFO  



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##### Table of Contents






PART I  FINANCIAL
INFORMATION




Item 1.     Financial
Statements

BOCA RESORTS, INC.

CONDENSED CONSOLIDATED BALANCE
SHEETS

(In thousands, except share data)


(Unaudited)


|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |         |         | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------- |  | ------- | ------- | ------- | 
|                                                   |                                                                                                                                                                                               | March 31,                                  |         | June 30,
|                                                   |                                                                                                                                                                                               | 2003                                       |         | 2002    
|                                                   |                                                                                                                                                                                               |                                            |         |         
|ASSETS                                            
|Current assets:                                    |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   | Cash and cash equivalents                                                                                                                                                                     |                                            | $       | 16,077   |         |  | $       | 3,691   |        
|                                                   | Restricted cash                                                                                                                                                                               |                                            |         | 647      |         |  |         | 721     |        
|                                                   | Accounts receivable, net                                                                                                                                                                      |                                            |         | 25,321   |         |  |         | 21,591  |        
|                                                   | Inventory                                                                                                                                                                                     |                                            |         | 7,040    |         |  |         | 6,433   |        
|                                                   | Current portion of Premier Club notes receivable                                                                                                                                              |                                            |         | 3,687    |         |  |         | 3,382   |        
|                                                   | Other current assets                                                                                                                                                                          |                                            |         | 2,249    |         |  |         | 3,223   |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total current assets                       |         |          | 55,021  |  |         |         | 39,041  | 
|Property and equipment, net                        |                                                                                                                                                                                               |                                            | 824,684 |          |         |  | 822,630 |        
|Intangible assets, net                             |                                                                                                                                                                                               |                                            | 34,518  |          |         |  | 34,518  |        
|Long-term portion of Premier Club notes receivable |                                                                                                                                                                                               |                                            | 7,021   |          |         |  | 7,410   |        
|Other assets                                       |                                                                                                                                                                                               |                                            | 10,176  |          |         |  | 13,137  |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total assets                               |         | $        | 931,420 |  |         | $       | 916,736 | 
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY          
|Current liabilities:                               |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   | Accounts payable and accrued expenses                                                                                                                                                         |                                            | $       | 33,654   |         |  | $       | 30,222  |        
|                                                   | Current portion of deferred revenue and advance
    deposits                                                                                                                                  |                                            |         | 28,685   |         |  |         | 22,355  |        
|                                                   | Net liabilities of discontinued operations                                                                                                                                                    |                                            |         | 1,074    |         |  |         | 2,436   |        
|                                                   | Current portion of credit line and note payable                                                                                                                                               |                                            |         | 26,332   |         |  |         | 227     |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total current liabilities                  |         |          | 89,745  |  |         |         | 55,240  | 
|Long-term portion of credit line and note payable  |                                                                                                                                                                                               |                                            |        |          |         |  | 18,793  |        
|Deferred revenue, net of current portion           |                                                                                                                                                                                               |                                            | 36,001  |          |         |  | 38,073  |        
|Other liabilities                                  |                                                                                                                                                                                               |                                            | 9,561   |          |         |  | 9,695   |        
|Deferred income taxes                              |                                                                                                                                                                                               |                                            | 33,582  |          |         |  | 30,052  |        
|Senior subordinated notes payable                  |                                                                                                                                                                                               |                                            | 190,145 |          |         |  | 192,895 |        
|Premier Club refundable membership fees            |                                                                                                                                                                                               |                                            | 55,684  |          |         |  | 55,716  |        
|Commitments and contingencies                      |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|Shareholders equity:                              |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   | Class A Common Stock, $.01 par value,
    100,000,000 shares authorized and 39,022,079 and 39,538,479
    shares issued and outstanding at March 31, 2003 and
    June 30, 2002, respectively |                                            |         | 390      |         |  |         | 395     |        
|                                                   | Class B Common Stock, $.01 par value,
    10,000,000 shares authorized and 255,000 shares issued and
    outstanding at March 31, 2003 and June 30, 2002.                                     |                                            |         | 3        |         |  |         | 3       |        
|                                                   | Contributed capital                                                                                                                                                                           |                                            |         | 459,362  |         |  |         | 464,565 |        
|                                                   | Retained earnings                                                                                                                                                                             |                                            |         | 56,947   |         |  |         | 51,309  |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total shareholders equity                 |         |          | 516,702 |  |         |         | 516,272 | 
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total liabilities and shareholders equity |         | $        | 931,420 |  |         | $       | 916,736 | 
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        

See accompanying notes to consolidated financial
statements.

1



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BOCA RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Three Months Ended
March 31


(In thousands, except per share
data)


(Unaudited)


|                                                            |                                              |                          |         |        |        |   |        |        |        | 
|----------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | ------ | ------ | - | ------ | ------ | ------ | 
|                                                            |                                              | 2003                     |         | 2002  
|                                                            |                                              |                          |         |       
|Leisure and recreation revenue                              |                                              | $                        | 100,277 |        |        | $ | 99,988 |       
|Operating expenses:                                         |                                              |                          |         |        |        |   |        |       
|                                                            | Cost of leisure and recreation services      |                          |         | 37,802 |        |   |        | 37,091 |       
|                                                            | Selling, general and administrative expenses |                          |         | 22,576 |        |   |        | 21,479 |       
|                                                            | Depreciation                                 |                          |         | 10,073 |        |   |        | 8,615  |       
|                                                            |                                              |                          |         |        |        |   |        |       
|                                                            |                                              | Total operating expenses |         |        | 70,451 |   |        |        | 67,185 | 
|                                                            |                                              |                          |         |        |        |   |        |       
|Operating income                                            |                                              |                          | 29,826  |        |        |   | 32,803 |       
|Interest and other income                                   |                                              |                          | 39      |        |        |   | 50     |       
|Interest expense                                            |                                              |                          | (5,407  | )      |        |   | (6,026 | )     
|                                                            |                                              |                          |         |        |        |   |        |       
|Income from continuing operations before income
    taxes   |                                              |                          | 24,458  |        |        |   | 26,827 |       
|Provision for income taxes                                  |                                              |                          | 9,416   |        |        |   | 10,731 |       
|                                                            |                                              |                          |         |        |        |   |        |       
|Net income                                                  |                                              | $                        | 15,042  |        |        | $ | 16,096 |       
|                                                            |                                              |                          |         |        |        |   |        |       
|Net income per share  basic                                |                                              | $                        | 0.38    |        |        | $ | 0.40   |       
|                                                            |                                              |                          |         |        |        |   |        |       
|Shares used in computing net income per
    share  basic   |                                              |                          | 39,209  |        |        |   | 39,749 |       
|                                                            |                                              |                          |         |        |        |   |        |       
|Net income per share  diluted                              |                                              | $                        | 0.38    |        |        | $ | 0.40   |       
|                                                            |                                              |                          |         |        |        |   |        |       
|Shares used in computing net income per
    share  diluted |                                              |                          | 39,563  |        |        |   | 40,656 |       
|                                                            |                                              |                          |         |        |        |   |        |       

See accompanying notes to consolidated financial
statements.

2



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BOCA RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Nine Months Ended
March 31


(In thousands, except per share
data)


(Unaudited)


|                                                                        |                                              |                          |         |        |         |   |         |        |         | 
|----------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | ------ | ------- | - | ------- | ------ | ------- | 
|                                                                        |                                              | 2003                     |         | 2002  
|                                                                        |                                              |                          |         |       
|Leisure and recreation revenue                                          |                                              | $                        | 213,615 |        |         | $ | 197,290 |       
|Operating expenses:                                                     |                                              |                          |         |        |         |   |         |       
|                                                                        | Cost of leisure and recreation services      |                          |         | 95,859 |         |   |         | 89,029 |        
|                                                                        | Selling, general and administrative expenses |                          |         | 63,978 |         |   |         | 61,627 |        
|                                                                        | Depreciation                                 |                          |         | 28,093 |         |   |         | 24,843 |        
|                                                                        | Loss on early retirement of debt             |                          |         | 149    |         |   |         | 1,613  |        
|                                                                        |                                              |                          |         |        |         |   |         |       
|                                                                        |                                              | Total operating expenses |         |        | 188,079 |   |         |        | 177,112 | 
|                                                                        |                                              |                          |         |        |         |   |         |       
|Operating income                                                        |                                              |                          | 25,536  |        |         |   | 20,178  |       
|Interest and other income                                               |                                              |                          | 78      |        |         |   | 1,034   |       
|Interest expense                                                        |                                              |                          | (16,447 | )      |         |   | (18,138 | )     
|                                                                        |                                              |                          |         |        |         |   |         |       
|Income from continuing operations before income
    taxes               |                                              |                          | 9,167   |        |         |   | 3,074   |       
|Provision for income taxes                                              |                                              |                          | 3,529   |        |         |   | 1,230   |       
|                                                                        |                                              |                          |         |        |         |   |         |       
|Income from continuing operations                                       |                                              |                          | 5,638   |        |         |   | 1,844   |       
|Gain on disposition of discontinued operations,
    net of income taxes |                                              |                          |        |        |         |   | 23,728  |       
|                                                                        |                                              |                          |         |        |         |   |         |       
|Net income                                                              |                                              | $                        | 5,638   |        |         | $ | 25,572  |       
|                                                                        |                                              |                          |         |        |         |   |         |       
|Income per share from continuing operations                             |                                              | $                        | 0.14    |        |         | $ | 0.05    |       
|Income per share from discontinued operations                           |                                              |                          |        |        |         |   | 0.60    |       
|                                                                        |                                              |                          |         |        |         |   |         |       
|Net income per share  basic                                            |                                              | $                        | 0.14    |        |         | $ | 0.64    |       
|                                                                        |                                              |                          |         |        |         |   |         |       
|Shares used in computing net income per
    share  basic               |                                              |                          | 39,367  |        |         |   | 39,798  |       
|                                                                        |                                              |                          |         |        |         |   |         |       
|Income per share from continuing operations                             |                                              | $                        | 0.14    |        |         | $ | 0.05    |       
|Income per share from discontinued operations                           |                                              |                          |        |        |         |   | 0.59    |       
|                                                                        |                                              |                          |         |        |         |   |         |       
|Net income per share  diluted                                          |                                              | $                        | 0.14    |        |         | $ | 0.63    |       
|                                                                        |                                              |                          |         |        |         |   |         |       
|Shares used in computing net income per
    share  diluted             |                                              |                          | 39,907  |        |         |   | 40,557  |       
|                                                                        |                                              |                          |         |        |         |   |         |       

See accompanying notes to consolidated financial
statements.

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BOCA RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Nine Months Ended
March 31


(In thousands)


(Unaudited)


|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |         |         |         |  
|-------------------------------------------------- | ------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ------------------------------------------------------- | ------- | ------ | ------- | ------- | ------- | ------- | ------- | -
|                                                   |                                                                                       | 2003                                                                    |                                                         | 2002   
|                                                   |                                                                                       |                                                                         |                                                         |        
|Operating activities:                              |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|                                                   | Net income                                                                            |                                                                         | $                                                       | 5,638   |        |         | $       | 25,572  |        
|                                                   | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                         |                                                         |         |        |         |         |         |        
|                                                   |                                                                                       | Depreciation                                                            |                                                         |         | 28,093 |         |         |         | 24,843  |        
|                                                   |                                                                                       | Provision for deferred income taxes                                     |                                                         |         | 3,529  |         |         |         | 1,230   |        
|                                                   |                                                                                       | Impairment loss on land parcel                                          |                                                         |         | 2,396  |         |         |         |        |        
|                                                   |                                                                                       | Gain on sale of land parcel                                             |                                                         |         | (2,291 | )       |         |         |        |        
|                                                   |                                                                                       | Loss on early retirement of debt                                        |                                                         |         | 149    |         |         |         | 1,613   |        
|                                                   |                                                                                       | Non-cash compensation expense                                           |                                                         |         | 217    |         |         |         |        |        
|                                                   |                                                                                       | Gain on disposition of discontinued operations,
    net of income taxes |                                                         |         |       |         |         |         | (23,728 | )      
|                                                   | Changes in operating assets and liabilities                                           |                                                                         |                                                         |         |        |         |         |         |        
|                                                   |                                                                                       | Accounts receivable                                                     |                                                         |         | (3,730 | )       |         |         | (4,813  | )      
|                                                   |                                                                                       | Other assets                                                            |                                                         |         | 3,604  |         |         |         | 2,836   |        
|                                                   |                                                                                       | Accounts payable and accrued expenses                                   |                                                         |         | 2,616  |         |         |         | 4,962   |        
|                                                   |                                                                                       | Deferred revenue and other liabilities                                  |                                                         |         | 4,092  |         |         |         | 7,599   |        
|                                                   |                                                                                       | Net liabilities of discontinued operations                              |                                                         |         | (1,362 | )       |         |         |        |        
|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|                                                   |                                                                                       |                                                                         | Net cash provided by operating activities               |         |        | 42,951  |         |         |         | 40,114  |  
|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|Investing activities:                              |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|                                                   | Net proceeds from the sale of land parcels                                            |                                                                         |                                                         | 12,786  |        |         |         |        |        
|                                                   | Net proceeds from the disposition of discontinued
    operations                      |                                                                         |                                                         |        |        |         |         | 80,061  |        
|                                                   | Capital expenditures                                                                  |                                                                         |                                                         | (42,563 | )      |         |         | (61,929 | )      
|                                                   | Change in restricted cash                                                             |                                                                         |                                                         | 74      |        |         |         | (167    | )      
|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|                                                   |                                                                                       |                                                                         | Net cash provided by (used in) investing
    activities |         |        | (29,703 | )       |         |         | 17,965  |  
|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|Financing activities:                              |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|                                                   | Borrowings under credit facility                                                      |                                                                         |                                                         | 37,000  |        |         |         | 24,500  |        
|                                                   | Payments under long-term debt agreements and
    credit facility                      |                                                                         |                                                         | (29,688 | )      |         |         | (24,672 | )      
|                                                   | Repurchases of senior subordinated notes payable                                      |                                                                         |                                                         | (2,750  | )      |         |         | (57,000 | )      
|                                                   | Repurchases of common stock                                                           |                                                                         |                                                         | (6,174  | )      |         |         | (2,306  | )      
|                                                   | Proceeds from exercise of stock options                                               |                                                                         |                                                         | 750     |        |         |         | 1,120   |        
|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|                                                   |                                                                                       |                                                                         | Net cash used in financing activities                   |         |        | (862    | )       |         |         | (58,358 | )
|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|Cash provided by (used in) continuing operations   |                                                                                       |                                                                         | 13,748                                                  |         |        |         | (80,340 | )      
|Cash provided by (used in) discontinued operations |                                                                                       |                                                                         | (1,362                                                  | )       |        |         | 80,061  |        
|Cash and cash equivalents, at beginning of period  |                                                                                       |                                                                         | 3,691                                                   |         |        |         | 9,909   |        
|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |        
|Cash and cash equivalents, at end of period        |                                                                                       | $                                                                       | 16,077                                                  |         |        | $       | 9,630   |        
|                                                   |                                                                                       |                                                                         |                                                         |         |        |         |         |        

See accompanying notes to consolidated financial
statements.

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BOCA RESORTS, INC.

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED

FINANCIAL STATEMENTS


1.     Basis of
Presentation

The accompanying Unaudited Condensed Consolidated
Financial Statements of Boca Resorts, Inc. and subsidiaries (the
Company) have been prepared in accordance with
generally accepted accounting principles for interim financial
statements and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.

In the opinion of management, the financial
information furnished in this report reflects all material
adjustments (including normal recurring accruals) necessary for
a fair presentation of the results for the interim periods
presented. The results of operations for the three and nine
months ended March 31, 2003 are not necessarily indicative
of the results to be expected for the entire year primarily due
to seasonal variations. All significant intercompany accounts
have been eliminated.

2.     Nature of
Operations

The Company is an owner and operator of five
luxury resorts located in Florida with hotels, conference
facilities, golf courses, spas, marinas and private clubs. The
Companys resorts include the Boca Raton Resort & Club
(Boca Raton), the Registry Resort at Pelican Bay (Naples), the
Edgewater Beach Hotel (Naples), the Hyatt Regency Pier 66
Resort and Marina (Fort Lauderdale), and the Radisson Bahia Mar
Resort and Yachting Center (Fort Lauderdale). The Company also
owns and operates two championship golf courses located in
Florida  Grande Oaks Golf Club in Davie and Naples
Grande Golf Club in Naples.

The Company sold its entertainment and sports
business, which primarily consisted of the operations of the
Florida Panthers Hockey Club and related arena management
operations, on July 25, 2001. Accordingly, the
Companys entertainment and sports business has been
accounted for as discontinued operations and the accompanying
Unaudited Condensed Consolidated Financial Statements presented
herein report separately the net liabilities and operating
results of this discontinued operation.

3.     Earnings Per
Common Share

Basic earnings per share equals net income
divided by the number of weighted average common shares
outstanding. Diluted earnings per share includes the effects of
common stock equivalents to the extent they are dilutive.

|                                            |  |                 |        |                 |  |      |        |      |  |  |        |  |  |  |        | 
|------------------------------------------- |  | --------------- | ------ | --------------- |  | ---- | ------ | ---- |  |  | ------ |  |  |  | ------ | 
|                                            |  |                 |        |                
|                                            |  | Three Months    |        | Nine Months    
|                                            |  | Ended March 31, |        | Ended March 31,
|                                            |  |                 |        |                
|                                            |  | 2003            |        | 2002            |  | 2003 |        | 2002
|                                            |  |                 |        |                 |  |      |        |     
|                                            |  |                
|                                            |  | (In Thousands) 
|Basic weighted average shares outstanding   |  |                 | 39,209 |                 |  |      | 39,749 |      |  |  | 39,367 |  |  |  | 39,798 | 
|Stock options                               |  |                 | 354    |                 |  |      | 907    |      |  |  | 540    |  |  |  | 759    | 
|                                            |  |                 |        |                 |  |      |        |      |  |  |        |  |  |  |        | 
|Diluted weighted average shares outstanding |  |                 | 39,563 |                 |  |      | 40,656 |      |  |  | 39,907 |  |  |  | 40,557 | 
|                                            |  |                 |        |                 |  |      |        |      |  |  |        |  |  |  |        | 

Options to purchase 6.5 million and
5.8 million shares of common stock were outstanding at
March 31, 2003 and 2002, respectively, but were not
included in the computation of earnings per share because their
exercise prices were greater than the average market price of
the common shares and, therefore, including the options in the
denominator would be antidilutive.

4.     Recently
Implemented Accounting Standards

In August 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived

5



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BOCA RESORTS, INC.


NOTES TO UNAUDITED CONDENSED
CONSOLIDATED

FINANCIAL STATEMENTS 
(Continued)


Assets. The new rules apply to the
classification and impairment analysis conducted on long-lived
assets other than intangible assets and was adopted by the
Company on July 1, 2002. The new rules provide a single
accounting treatment for the impairment of long-lived assets and
implementation guidance regarding impairment calculations. This
statement also modifies accounting and disclosure requirements
for discontinued operations. The adoption of SFAS No. 144
did not have a material impact on the Companys results of
operations or financial position.

In April 2002, the FASB issued SFAS No. 145,
which rescinds SFAS No. 4, Reporting Gains and Losses
from Extinguishment of Debt. Previously, SFAS No. 4
required all gains and losses from extinguishment of debt to be
aggregated and, if material, classified as an extraordinary
item, net of related income tax effect. Under SFAS No. 145,
gains and losses from extinguishment of debt are classified as
extraordinary items only if they meet the criteria in Accounting
Principles Board (APB) Opinion 30,
Reporting the Results of Operations 
Discontinued Events and Extraordinary Items. Applying the
provisions of APB Opinion 30 distinguishes transactions
that are part of an entitys recurring operations from
those that are unusual or infrequent, or that meet the criteria
for classification as an extraordinary item. The Company adopted
SFAS No. 145 on July 1, 2002. Accordingly, losses on
the extinguishment of debt that were classified as an
extraordinary item in the prior periods presented, have been
reclassified to recurring operations.

In June 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. This Statement addresses financial accounting
and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force Issue
No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity.
The provisions of this Statement shall be effective for exit or
disposal activities initiated after March 31, 2003. This
Statement requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is
incurred. Under Issue 94-3, a liability for an exit cost was
recognized at the date of an entitys commitment to an exit
plan. The adoption of SFAS No. 146 is not anticipated to
have a material impact on the Companys results of
operations or financial position.

In December 2002, the FASB issued SFAS
No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. This
statement amends SFAS No. 123, Accounting for
Stock-Based Compensation to provide alternative methods of
transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. In
addition, this statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of
accounting for stock-based compensation and the effect of the
method used on reporting results. The provisions of this
statement are effective for interim and annual financial
statements for fiscal years ending after December 15, 2002
and have been incorporated into these unaudited condensed
consolidated financial statements and accompanying notes. See
Note 7.

5.     Comprehensive
Income

Comprehensive income was the same as net income
for the three and nine months ended March 31, 2003 and 2002.

6.     Long-Lived
Assets and Assets to be Disposed of

In August 2002, the Company sold a land parcel
located in Naples, Florida for $5.7 million. The
transaction yielded net proceeds of $5.6 million and a
pre-tax gain of $2.3 million, which is included in interest
and other income in the accompanying Unaudited Condensed
Consolidated Statements of Operations.

In December 2002, the Company sold a land parcel
located in Plantation, Florida for $7.2 million, which
yielded net proceeds of $7.1 million. The Company recorded
an impairment loss of $2.4 million to reflect the

6



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##### Table of Contents



BOCA RESORTS, INC.


NOTES TO UNAUDITED CONDENSED
CONSOLIDATED

FINANCIAL STATEMENTS 
(Continued)


difference between the carrying value of this
land parcel and the net proceeds during the three months ended
September 30, 2002. The impairment loss is included in
interest and other income in the accompanying Unaudited
Condensed Consolidated Statements of Operations.

7.     Stock Option
Plan

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
accounts for the options granted under the intrinsic value
method, which follows the recognition and measurement principles
of APB Opinion No. 25, Accounting for Stock Issued to
Employees. No stock-based employee compensation cost is
reflected in net income. The following table summarizes the
effect of accounting for these awards as if the fair value
recognition provisions of SFAS No. 123, as amended by SFAS
No. 148, had been applied.

|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | - | ----- |  |  | - | ------ | 
|                                                                                                                             |  |                    |        |                  
|                                                                                                                             |  | Three Months Ended |        | Nine Months Ended
|                                                                                                                             |  | March 31,          |        | March 31,        
|                                                                                                                             |  |                    |        |                  
|                                                                                                                             |  | 2003               |        | 2002              |  | 2003 |        | 2002
|                                                                                                                             |  |                    |        |                   |  |      |        |     
|Net income as reported                                                                                                       |  | $                  | 15,042 |                   |  | $    | 16,096 |      |  | $ | 5,638 |  |  | $ | 25,572 | 
|Less: total stock based compensation determined
    under fair value based method for awards, net of related tax
    effects |  |                    | 448    |                   |  |      | 465    |      |  |   | 1,343 |  |  |   | 1,396  | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Pro forma net income                                                                                                         |  | $                  | 14,594 |                   |  | $    | 15,631 |      |  | $ | 4,295 |  |  | $ | 24,176 | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Income per share from continuing operations, as
    reported                                                                 |  | $                  | 0.38   |                   |  | $    | 0.40   |      |  | $ | 0.14  |  |  | $ | 0.05   | 
|Income per share from discontinued operations, as
    reported                                                               |  |                    |       |                   |  |      |       |      |  |   |      |  |  |   | 0.60   | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Net income per share  basic, as
    reported                                                                                |  | $                  | 0.38   |                   |  | $    | 0.40   |      |  | $ | 0.14  |  |  | $ | 0.64   | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Income per share from continuing operations, as
    reported                                                                 |  | $                  | 0.38   |                   |  | $    | 0.40   |      |  | $ | 0.14  |  |  | $ | 0.05   | 
|Income per share from discontinued operations, as
    reported                                                               |  |                    |       |                   |  |      |       |      |  |   |      |  |  |   | 0.59   | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Net income per share  diluted, as
    reported                                                                              |  | $                  | 0.38   |                   |  | $    | 0.40   |      |  | $ | 0.14  |  |  | $ | 0.63   | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Income per share from continuing operations, Pro
    forma                                                                   |  | $                  | 0.37   |                   |  | $    | 0.39   |      |  | $ | 0.11  |  |  | $ | 0.01   | 
|Income per share from discontinued operations,
    Pro forma                                                                 |  |                    |       |                   |  |      |       |      |  |   |      |  |  |   | 0.60   | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Net income per share  basic, Pro forma                                                                                      |  | $                  | 0.37   |                   |  | $    | 0.39   |      |  | $ | 0.11  |  |  | $ | 0.61   | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Income per share from continuing operations, Pro
    forma                                                                   |  | $                  | 0.37   |                   |  | $    | 0.38   |      |  | $ | 0.11  |  |  | $ | 0.01   | 
|Income per share from discontinued operations,
    Pro forma                                                                 |  |                    |       |                   |  |      |       |      |  |   |      |  |  |   | 0.59   | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 
|Net income per share  diluted, Pro
    forma                                                                                |  | $                  | 0.37   |                   |  | $    | 0.38   |      |  | $ | 0.11  |  |  | $ | 0.60   | 
|                                                                                                                             |  |                    |        |                   |  |      |        |      |  |   |       |  |  |   |        | 

8.     Credit Line
and Notes Payable

As of March 31, 2003, the Company had
$26.2 million outstanding under its revolving credit line
(which matures on October 31, 2003) and had
$60.8 million in immediate availability. While management
expects to renew/replace its existing revolving credit line
prior to maturity, no assurances can be given that management
will be successful in doing so.

7



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##### Table of Contents






Item 2.     Managements
Discussion and Analysis of Financial Condition and Results of
Operations

This report may not contain all the information
that is important to you and should be read together with the
Annual Report on Form 10-K for the fiscal year ended
June 30, 2002, including the disclosure relating to
critical accounting policies in Managements Discussion and
Analysis.

Business Strategy

The Companys current business strategy is
to focus on internal expansion and development opportunities at
its existing resort properties. However, management continuously
evaluates ownership, acquisition and divestiture alternatives
with the intention of maximizing shareholder value.

Seasonality

The Companys business operations are
generally seasonal. The Companys resorts historically
experience greater revenue, costs and earnings in the third
quarter of the fiscal year ended June 30 due to increased
occupancy and room rates during the winter months. Historically,
approximately 16%, 25%, 35% and 24% of annual revenue has been
derived during the first, second, third and fourth fiscal
quarters, respectively.

Management Outlook

During the three-month period following the
September 11, 2001 terrorist attacks on New Yorks
World Trade Center towers and on the Pentagon, the
Companys results of operations were adversely affected by
travel disruption and short-term cancellation of group bookings
at its properties. The Companys resorts have experienced
an increase in demand since the beginning of the 2002 calendar
year, however, the Company continues to experience an overall
slower recovery than expected because of the difficult operating
environment characterized by economic weakness, political
unrest, including the wars in Afghanistan and Iraq, and
increased terror threat levels. These events have also made it
more difficult to predict future results because reservation
patterns continue to be short-term in nature for the
Companys leisure customer, as well as for some of its
smaller sized groups. Because of these factors, management
expects that its operating results for the remainder of fiscal
2003 will be lower than originally anticipated.

Non-GAAP Financial Measures

This quarterly report on Form 10-Q contains
a non-GAAP financial measure, within the meaning of applicable
Securities and Exchange Commission rules, which we believe is
useful to investors. This financial measure is earnings before
extraordinary and non-recurring items, interest expense,
interest income, income taxes, depreciation and amortization
(EBITDA). EBITDA is used by management, the lodging
industry and certain investors as an indicator of the
Companys historical ability to service debt, to sustain
potential future increases in debt and to satisfy capital
requirements. However, EBITDA is not intended to represent cash
flows for the period. In addition, it has not been presented as
an alternative 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.

8



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##### Table of Contents



The accompanying table sets forth the operating
results for the three and nine months ended March 31
(expressed in 000s):

|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |        |        |         |        | 
|----------------------------------------------------------------------- | --------------------------------------------- | ---------------------- | ------------------------ | ----------------- | ------ | ------ | ------- | ------ | ------ | ------ | ------- | ------ | ------ | ------- | ------- | ------ | ------ | ------- | ------ | 
|                                                                        |                                               |                        |                          |                  
|                                                                        |                                               | Three Months Ended     |                          | Nine Months Ended
|                                                                        |                                               | March 31,              |                          | March 31,        
|                                                                        |                                               |                        |                          |                  
|                                                                        |                                               | 2003                   |                          | 2002              |        | 2003   |         | 2002  
|                                                                        |                                               |                        |                          |                   |        |        |         |       
|Leisure and recreation revenue                                          |                                               | $                      | 100,277                  |                   |        | $      | 99,988  |        |        | $      | 213,615 |        |        | $       | 197,290 |       
|Operating expenses:                                                     |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                        | Cost of leisure and recreation services       |                        |                          | 37,802            |        |        |         | 37,091 |        |        |         | 95,859 |        |         |         | 89,029 |       
|                                                                        | Selling, general and administrative expenses: |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |        |       
|                                                                        |                                               | Leisure and recreation |                          |                   | 20,420 |        |         |        | 18,766 |        |         |        | 58,107 |         |         |        | 55,079 |        
|                                                                        |                                               | Corporate              |                          |                   | 2,156  |        |         |        | 2,713  |        |         |        | 5,871  |         |         |        | 6,548  |        
|                                                                        | Depreciation:                                 |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |        |       
|                                                                        |                                               | Leisure and recreation |                          |                   | 10,024 |        |         |        | 8,556  |        |         |        | 27,938 |         |         |        | 24,655 |        
|                                                                        |                                               | Corporate              |                          |                   | 49     |        |         |        | 59     |        |         |        | 155    |         |         |        | 188    |        
|                                                                        | Loss on early retirement of debt              |                        |                          |                  |        |        |         |       |        |        |         | 149    |        |         |         | 1,613  |       
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                        |                                               |                        | Total operating expenses |                   |        | 70,451 |         |        |        | 67,185 |         |        |        | 188,079 |         |        |        | 177,112 |       
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                        | Operating income (loss):                      |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |        |       
|                                                                        |                                               | Leisure and recreation |                          |                   | 32,031 |        |         |        | 35,575 |        |         |        | 31,711 |         |         |        | 28,527 |        
|                                                                        |                                               | Corporate              |                          |                   | (2,205 | )      |         |        | (2,772 | )      |         |        | (6,175 | )       |         |        | (8,349 | )      
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                        |                                               |                        | Total operating income   |                   |        | 29,826 |         |        |        | 32,803 |         |        |        | 25,536  |         |        |        | 20,178  |       
|Interest and other income                                               |                                               |                        | 39                       |                   |        |        | 50      |        |        |        | 78      |        |        |         | 1,034   |       
|Interest expense                                                        |                                               |                        | (5,407                   | )                 |        |        | (6,026  | )      |        |        | (16,447 | )      |        |         | (18,138 | )     
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|Income from continuing operations before income
    taxes               |                                               |                        | 24,458                   |                   |        |        | 26,827  |        |        |        | 9,167   |        |        |         | 3,074   |       
|Provision for income taxes                                              |                                               |                        | 9,416                    |                   |        |        | 10,731  |        |        |        | 3,529   |        |        |         | 1,230   |       
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|Income from continuing operations                                       |                                               |                        | 15,042                   |                   |        |        | 16,096  |        |        |        | 5,638   |        |        |         | 1,844   |       
|Gain on disposition of discontinued operations,
    net of income taxes |                                               |                        |                         |                   |        |        |        |        |        |        |        |        |        |         | 23,728  |       
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|Net income                                                              |                                               | $                      | 15,042                   |                   |        | $      | 16,096  |        |        | $      | 5,638   |        |        | $       | 25,572  |       
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|Net cash provided by operating activities                               |                                               | $                      | 29,412                   |                   |        | $      | 31,416  |        |        | $      | 42,951  |        |        | $       | 40,114  |       
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|Net cash provided by (used in) investing
    activities                 |                                               | $                      | (11,851                  | )                 |        | $      | (3,481  | )      |        | $      | (29,703 | )      |        | $       | 17,965  |       
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|Net cash used in financing activities                                   |                                               | $                      | (15,327                  | )                 |        | $      | (23,964 | )      |        | $      | (862    | )      |        | $       | (58,358 | )     
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|EBITDA (EBITDA loss):                                                   |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                        | Leisure and recreation                        |                        | $                        | 42,055            |        |        | $       | 44,131 |        |        | $       | 59,649 |        |         | $       | 53,182 |       
|                                                                        | Corporate                                     |                        |                          | (2,156            | )      |        |         | (2,713 | )      |        |         | (5,871 | )      |         |         | (6,548 | )     
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                        |                                               |                        |                          | Total             |        | $      | 39,899  |        |        | $      | 41,418  |        |        | $       | 53,778  |        |        | $       | 46,634 | 
|                                                                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |        |        |         |         |       

The accompanying table reconciles EBITDA to
operating income for the three and nine months ended
March 31 (expressed in 000s):

|                                       |  |                    |         |                   |  |      |        |      |  |   |         |   |  |   |         |  
|-------------------------------------- |  | ------------------ | ------- | ----------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                       |  |                    |         |                  
|                                       |  | Three Months Ended |         | Nine Months Ended
|                                       |  | March 31,          |         | March 31,        
|                                       |  |                    |         |                  
|                                       |  | 2003               |         | 2002              |  | 2003 |        | 2002
|                                       |  |                    |         |                   |  |      |        |     
|EBITDA                                 |  | $                  | 39,899  |                   |  | $    | 41,418 |      |  | $ | 53,778  |   |  | $ | 46,634  |  
|Less: Loss on early retirement of debt |  |                    |        |                   |  |      |       |      |  |   | (149    | ) |  |   | (1,613  | )
|Less: Depreciation                     |  |                    | (10,073 | )                 |  |      | (8,615 | )    |  |   | (28,093 | ) |  |   | (24,843 | )
|                                       |  |                    |         |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Operating income                       |  | $                  | 29,826  |                   |  | $    | 32,803 |      |  | $ | 25,536  |   |  | $ | 20,178  |  
|                                       |  |                    |         |                   |  |      |        |      |  |   |         |   |  |   |         |  

9



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##### Table of Contents



The accompanying table sets forth additional
operating data for the three and nine months ended March 31
(expressed in 000s except operating statistics):

|                                                            |                          |                                      |         |        |         |                   |         |        |        |      |    |        |   |   |         |         |         |   |         |         |         |  |   |   |   |  
|----------------------------------------------------------- | ------------------------ | ------------------------------------ | ------- | ------ | ------- | ----------------- | ------- | ------ | ------ | ---- | -- | ------ | - | - | ------- | ------- | ------- | - | ------- | ------- | ------- |  | - | - | - | -
|                                                            |                          |                                      |         |        |         |                   |         |       
|                                                            |                          | Three Months Ended                   |         |        |         | Nine Months Ended |         |       
|                                                            |                          | March 31,                            |         |        |         | March 31,         |         |       
|                                                            |                          |                                      |         |        |         |                   |         |       
|                                                            |                          | 2003                                 |         | 2002   |         | % Chg.            |         | 2003   |        | 2002 |    | % Chg.
|                                                            |                          |                                      |         |        |         |                   |         |        |        |      |    |       
|Revenue:                                                    |                          |                                      |         |        |         |                   |         |        |        |      |    |        |   |   |         |         |         |   |         |         |         |  |   |  
|                                                            | Room revenue             |                                      | $       | 44,994 |         |                   | $       | 45,108 |        |      |    |       | % |   | $       | 86,233  |         |   | $       | 80,151  |         |  |   | 8 | %
|                                                            | Non-room related revenue |                                      |         | 55,283 |         |                   |         | 54,880 |        |      |    |       | % |   |         | 127,382 |         |   |         | 117,139 |         |  |   | 9 | %
|                                                            |                          |                                      |         |        |         |                   |         |        |        |      |    |        |   |   |         |         |         |   |         |         |         |  |   |  
|                                                            |                          | Total leisure and recreation revenue |         | $      | 100,277 |                   |         | $      | 99,988 |      |    |        |  | % |         | $       | 213,615 |   |         | $       | 197,290 |  |   |   | 8 | %
|                                                            |                          |                                      |         |        |         |                   |         |        |        |      |    |        |   |   |         |         |         |   |         |         |         |  |   |  
|Operating Statistics:                                       |                          |                                      |         |        |         |                   |         |        |        |      |    |        |   |   |         |         |         |   |         |         |         |  |   |  
|Available room nights                                       |                          |                                      | 208,530 |        |         |                   | 205,266 |        |        |      | 2  | %      |   |   | 634,858 |         |         |   | 617,242 |         |         |  | 3 | %
|Occupancy                                                   |                          |                                      | 76.0    | %      |         |                   | 77.8    | %      |        |      | (2 | )%     |   |   | 61.7    | %       |         |   | 60.1    | %       |         |  | 3 | %
|Average daily rate                                          |                          | $                                    | 284.04  |        |         | $                 | 282.46  |        |        |      | 1  | %      |   | $ | 220.08  |         |         | $ | 216.04  |         |         |  | 2 | %
|Room revenue per available room                             |                          | $                                    | 215.77  |        |         | $                 | 219.76  |        |        |      | (2 | )%     |   | $ | 135.83  |         |         | $ | 129.85  |         |         |  | 5 | %
|Total leisure and recreation revenue per
    available room |                          | $                                    | 480.87  |        |         | $                 | 487.11  |        |        |      | (1 | )%     |   | $ | 336.48  |         |         | $ | 319.64  |         |         |  | 5 | %

Leisure and Recreation Revenue

Leisure and recreation revenue totaled
$100.3 million and $100.0 million for the three months
ended March 31, 2003 and 2002, respectively, and
$213.6 million and $197.3 million for the nine months
ended March 31, 2003 and 2002, respectively.

The slight increase in revenue for the three
months ended March 31, 2003 versus the three months ended
March 31, 2002 was primarily the result of improvements in
room revenue per available room and total revenue per available
room at the Companys Boca Raton property. Business at the
Companys Naples properties was disrupted by comprehensive
room renovations at both the Registry Resort and Edgewater Beach
Hotel during the recently concluded three-month period.
Renovation projects at these properties were completed in late
January 2003. Despite the disruptions, the decrease in aggregate
resort portfolio occupancy was marginal. For the three months
ended March 31, 2003, occupancy was 76.0%, compared to
77.8% for the comparable prior year period, while the average
daily rate charged at the Companys resorts increased
slightly to $284.04 for the recently concluded three-month
period, up from $282.46 for the comparable prior year quarter.

The $16.3 million increase in revenue for
the nine months ended March 31, 2003 versus the comparable
prior year period was primarily the result of a strong financial
performance at the Boca Raton Resort & Club which
yielded period over period advances in occupancy, average daily
rate and ancillary (non-room) customer spending. Aggregate
resort portfolio occupancy increased to 61.7% for the nine
months ended March 31, 2003, compared to 60.1% for the
comparable prior year period, while the average daily rate
charged at the Companys resorts increased to $220.08 for
the recently concluded nine-month period, up from $216.04 for
the prior year nine-month period. The increase in occupancy also
contributed to an increase in certain ancillary revenue from
sources such as food and beverage sales, retail sales and golf
revenue for the nine months ended March 31, 2003, as
compared to the nine months ended March 31, 2002. The increase
in leisure and recreation revenue did not correspond with the
increase in total revenue per available room for the periods
presented due to an increase in the number of available rooms
following the completion of the new marina wing (the Yacht
Club) featuring 112 water-view rooms, additional meeting
space and marina slips at the Boca Raton Resort & Club. Some
of the quarter over quarter increase in revenue was attributable
to the poor performance in the prior years nine-month
period, subsequent to the September 11, 2001 terrorist
attacks.

10



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##### Table of Contents



Leisure and Recreation Operating
Expenses

Cost of leisure and recreation services totaled
$37.8 million, or 38% of revenue, for the three months
ended March 31, 2003, compared to cost of leisure and
recreation services of $37.1 million, or 37% of revenue,
for the three months ended March 31, 2002. Cost of leisure
and recreation services totaled $95.9 million, or 45% of
revenue, for the nine months ended March 31, 2003, compared
to cost of leisure and recreation services of
$89.0 million, or 45% of revenue, for the nine months ended
March 31, 2002. Cost of leisure and recreation services
primarily consisted of direct costs to service rooms, marinas,
food and beverage operations, retail establishments, spas and
other amenities at the resorts.

Leisure and recreation selling, general and
administrative expenses (S,G&A) totaled
$20.4 million, or 20% of revenue, for the three months
ended March 31, 2003, compared to S,G&A of
$18.8 million, or 19% of revenue, for the three months
ended March 31, 2002. Leisure and recreation S,G&A
totaled $58.1 million, or 27% of revenue, for the nine
months ended March 31, 2003, compared to S,G&A of
$55.1 million, or 28% of revenue, for the nine months ended
March 31, 2002. Leisure and recreation S,G&A includes, among
other items, administrative payroll costs, selling and marketing
expenses, energy and property costs, insurance, real estate
taxes, franchise agreement fees and other administrative
expenses. Leisure and recreation S,G&A as a percent of
revenue for the nine months ended March 31, 2002 was
disproportionately high due to a decrease in revenue following
the September 11, 2001 terrorist attacks. However, leisure
and recreation S,G&A for both the three and nine month
periods ended March 31, 2003 was adversely affected by an
increase in energy and insurance costs.

Leisure and recreation depreciation expense
totaled $10.0 million and $8.6 million for the three months
ended March 31, 2003 and 2002, respectively, and
$27.9 million and $24.7 million for the nine months
ended March 31, 2003 and 2002, respectively. The increase
in depreciation expense for the three months ended
March 31, 2003, compared to the three months ended
March 31, 2002 was primarily the result of an increase in
depreciation expense following the completion of rooms
renovations at the Registry Resort and Edgewater Beach Hotel.
The increase in depreciation expense for the nine months ended
March 31, 2003, compared to the nine months ended
March 31, 2002 was the result of an increase in
depreciation expense following the completion of several capital
projects at the Boca Raton Resort & Club, including the new
Yacht Club, a new state-of-the-art 50,000 square foot
world-class spa complex and a new golf clubhouse and casual
restaurant as well as the room renovations at the Registry
Resort and Edgewater Beach Hotel.

Leisure and Recreation Operating
Income

Leisure and recreation operations reported
operating income of $32.0 million and $35.6 million
for the three months ended March 31, 2003 and 2002,
respectively, and $31.7 million and $28.5 million for
the nine months ended March 31, 2003 and 2002,
respectively. The decrease in operating results for the three
months ended March 31, 2003 versus the three months ended
March 31, 2002 was primarily due to an increase in energy
and insurance costs as well as an increase in depreciation
expense. The improvement in operating results for the nine
months ended March 31, 2003, compared to the nine months
ended March 31, 2002, was primarily because the prior year
figures were adversely impacted by a decrease in revenue and
corresponding earnings following the September 11, 2001
terrorist attacks.

Corporate General and Administrative
Expenses

Corporate general and administrative expenses
totaled $2.2 million and $2.7 million for the three
months ended March 31, 2003 and 2002, respectively, and
$5.9 million and $6.5 million for the nine months
ended March 31, 2003 and 2002, respectively. Pursuant to
the management services agreement, Huizenga Holdings, Inc., a
corporation whose sole shareholder is the Companys
Chairman, provides certain administrative, financing, tax,
investor relations and strategy related services to the Company.
For the fiscal year ending on June 30, 2003, the management
fee paid to Huizenga Holdings, Inc. has been limited to the
lesser of 1% of total revenue, or $1.9 million. Prior to
fiscal 2003, the agreement provided for a management fee equal
to 1% of total revenue. Accordingly, management fee expense
declined $315,000 during the three months ended

11



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##### Table of Contents



March 31, 2003 and $573,000 during the nine
months ended March 31, 2003 versus the comparable prior
year periods.


Loss on Early Retirement of Debt

The Company recorded a loss of $149,000 and
$1.6 million relating to the repurchase of its 9.875%
senior subordinated notes during the nine months ended
March 31, 2003 and 2002, respectively. The loss represents
the non-cash charge-off of a pro rata portion of the debt
issuance costs previously capitalized when the notes were
issued, together with the premium paid to acquire the notes.

Interest and Other Income

Interest and other income totaled $39,000 and
$50,000 for the three months ended March 31, 2003 and 2002,
respectively, and $78,000 and $1.0 million for the nine
months ended March 31, 2003 and 2002, respectively. The
decrease in interest and other income for the nine months ended
March 31, 2003 compared to the nine months ended
March 31, 2002 was primarily because the Company invested a
portion of the proceeds from the sale of the entertainment and
sports business in time deposit accounts during the prior year
period until such proceeds were subsequently used to repurchase
a portion of the Companys outstanding 9.875% senior
subordinated notes. In addition, during the nine months ended
March 31, 2003, interest and other income included a
$2.3 million gain on the sale of a land parcel located in
Naples, Florida, as well as, an impairment loss of
$2.4 million to reflect the difference between the carrying
value of a land parcel located in Plantation, Florida and the
net proceeds. See Note 6 to the Unaudited Condensed
Consolidated Financial Statements.

Interest Expense

Interest expense totaled $5.4 million and
$6.0 million for the three months ended March 31, 2003
and 2002, respectively, and $16.4 million and
$18.1 million for the nine months ended March 31, 2003
and 2002, respectively. The decrease in interest expense during
the three months ended March 31, 2003 versus the three
months ended March 31, 2002 was primarily the result of a
reduction in the Companys average outstanding 9.875%
senior subordinated notes payable. For the nine months ended
March 31, 2003, fluctuations in the amount of interest
capitalized on projects under construction during the periods
presented were partially offset by the fluctuations in interest
expense resulting from changes in the average outstanding
indebtedness during the periods.

Provision for Income Taxes

The Company recorded a provision for income taxes
totaling $9.4 million, or 38.5% of pretax income from
continuing operations, and $10.7 million, or 40% of pretax
income from continuing operations, for the three months ended
March 31, 2003 and 2002, respectively. The Company recorded a
provision for income taxes totaling $3.5 million, or 38.5%
of pretax income from continuing operations, and
$1.2 million, or 40% of pretax income from continuing
operations for the nine months ended March 31, 2003 and
2002, respectively. The Company revised its estimated effective
state income tax rate applicable to future periods to reflect
the Companys current businesses, which are located
entirely in Florida.

Income from Continuing Operations

Income from continuing operations totaled
$15.0 million and $16.1 million for the three months
ended March 31, 2003 and 2002, respectively, and $5.6
million and $1.8 million for the nine months ended
March 31, 2003 and 2002, respectively. The figures for the
three and nine months ended March 31, 2003 were affected by
the difficult operating environment characterized by economic
weakness, the wars in Afghanistan and Iraq, increased terror
threat levels and continued energy and insurance cost pressures.
The figures for the three and nine months ended March 31,
2002 were affected by a decrease in revenue following the
September 11, 2001 terrorist attacks.

12



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##### Table of Contents



Discontinued Operations

On July 25, 2001 the Company sold its
entertainment and sports business. The selling price for the
business, which incorporated certain working capital
adjustments, consisted of $83.5 million in cash, an
$11.3 million secured promissory note (which was paid
January 25, 2002) and the assumption by the purchasers of
certain off-balance sheet contingencies including a
$10 million construction obligation secured by a
performance bond. The gain on disposition of this discontinued
operation was $23.7 million.

Liquidity and Capital Resources

Unrestricted cash and cash equivalents increased
to $16.1 million at March 31, 2003, from $3.7 million
at June 30, 2002. The major components of the change are
discussed below.

Net
Cash Provided by Operating Activities

Net cash provided by operating activities totaled
$43.0 million and $40.1 million for the nine months ended
March 31, 2003 and 2002, respectively. The slight increase
in net cash provided by operating activities for the nine months
ended March 31, 2003, compared to the nine months ended
March 31, 2002, was primarily because during the prior year
nine-month period the Company received less cash from its
business than during the current year period due to a decline in
earnings and corresponding net cash flow following the September
11, 2001 terrorist attacks.

Net
Cash Provided by (Used In) Investing Activities

Net cash used in investing activities totaled
$29.7 million for the nine months ended March 31,
2003, compared to net cash provided by investing activities of
$18.0 million for the nine months ended March 31,
2002. The change was partially because the Company received
$80.1 million from the sale of the entertainment and sports
business during the prior year period, while during the nine
months ended March 31, 2003, the Company received
$12.8 million from the sale of land parcels located in
Naples, Florida and Plantation, Florida.

Additionally, capital expenditures totaled
$42.6 million and $61.9 million for the nine months
ended March 31, 2003 and 2002, respectively. During the
nine months ended March 31, 2003, capital projects included
a comprehensive room renovation at the Registry Resort covering
395 guestrooms, which includes all new furnishings and new five
fixture bathrooms. The Company also renovated approximately 60
guest suites at the Edgewater Beach Hotel and is continuing work
on a marina renovation at the Bahia Mar Resort and Yachting
Center, which includes the reconfiguration of the existing boat
slips. This extensive marina renovation, which is being funded
substantially from free cash flow, will result in a state-of-the
art yachting center with 242 reconfigured boat slips, sized to
accommodate larger yachts ranging from 80 feet to 200+ feet,
without reducing the linear rentable feet. During the nine
months ended March 31, 2002, the Company completed
construction on various projects at the Boca Raton Resort &
Club including the new Yacht Club, as well as, a new 50,000
square foot state-of-the-art spa complex and a new golf
clubhouse with casual restaurant.

The change in restricted cash was not material
from June 30, 2002 to March 31, 2003 or from June 30,
2001 to March 31, 2002.

Net
Cash Used in Financing Activities

Net cash used in financing activities totaled
$862,000 and $58.4 million for the nine months ended
March 31, 2003 and 2002, respectively. Financing activities
for the periods presented primarily includes borrowings, net of
repayments, under the Companys revolving credit facility,
as well as, repurchases of the Companys common stock and
9.875% senior subordinated notes. The change in net cash flow
for the periods presented was primarily because the Company
repurchased $2.8 million in senior subordinated notes
during the nine months ended March 31, 2003, compared to
$57.0 million in senior subordinated notes during the nine
months ended March 31, 2002.

13



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##### Table of Contents



Capital
Resources

The Companys capital resources are provided
from both internal and external sources. The primary capital
resources from internal operations include (1) room
rentals, food and beverage sales, retail sales, golf and tennis
revenue, spa revenue, marina and conference services at the
resorts and (2) Premier Club memberships. The primary
external sources of liquidity have been the issuance of debt
securities and borrowing under term loans and credit lines.

As of March 31, 2003, the Company had
$26.2 million outstanding under its revolving credit line
(which matures on October 31, 2003) and had
$60.8 million in immediate availability. While management
expects to renew/replace its existing revolving credit line
prior to maturity, no assurances can be given that management
will be successful in doing so. Nonetheless, as a result of the
current availability under this credit line, combined with cash
on hand, management believes the Company has sufficient funds to
continue its capital enhancement plans during fiscal 2003 and
support on-going operations, including meeting debt service
obligations as they come due.

Financial Condition

Significant changes in balance sheet data from
June 30, 2002 to March 31, 2003 are discussed below.

Accounts
Receivable

Accounts receivable increased to
$25.3 million at March 31, 2003, from
$21.6 million at June 30, 2002. It is customary for
the Companys trade receivables to increase during certain
periods of the year as a result of the seasonality of its
business.

Other
Assets

Other assets decreased to $10.2 million at
March 31, 2003, from $13.1 million at June 30, 2002.
The decrease in other assets is partially the result of
amortizing debt issuance costs, which are included in other
assets in the accompanying Unaudited Condensed Consolidated
Balance Sheets. In addition, a receivable was liquidated that
arose in connection with the Company incurring expenditures as a
result of construction on a public bridge that adversely
affected access, among other things, to one of the
Companys resort properties.

Accounts
Payable and Accrued Expenses

Accounts payable and accrued expenses increased
to $33.7 million at March 31, 2003, from $30.2 million
at June 30, 2002. The increase was primarily due to a
$1.3 million increase in trade payables, which customarily
increase during certain periods of the year as a result of the
seasonality of the Companys business, as well as an
increase in accrued interest on the Companys 9.875% senior
subordinated notes. Interest on the notes is paid semi-annually
on October 15 and April 15. At March 31, 2003,
the accrual for interest totaled $8.7 million (representing
interest for 167 days on $190.1 million outstanding
notes). At June 30, 2002, the accrual for interest totaled
$4.0 million (representing interest for 76 days on
$192.9 million outstanding notes). The $1.3 million
increase in trade payables and $4.7 million increase in
accrued interest from June 30, 2002 to March 31, 2003
was partially offset by a $2.9 million decrease in accrued legal
settlements as certain litigation retained in connection with
the Arizona Biltmore Resort & Spa was settled and paid in
July 2002.

Current
Portion of Deferred Revenue and Advance Deposits

Current portion of deferred revenue and advance
deposits increased to $28.7 million at March 31, 2003,
from $22.4 million at June 30, 2002. The increase is
partially related to the collection of annual Premier Club dues
at the Boca Raton Resort & Club. The annual dues are being
recognized as revenue ratably over the membership year, which
commenced on October 1. In addition, advance deposits increased
from June 30, 2002 to March 31, 2003 as a result of
the seasonality of the Companys business.

14



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##### Table of Contents



Current
Portion of Credit Line and Note Payable

Current portion of credit line and note payable
increased to $26.3 million at March 31, 2003, from
$227,000 at June 30, 2002. The increase is because the
Company had made additional borrowings under this credit
facility and because the facility expires in October 2003, and
accordingly, the outstanding balance has moved from a long-term
obligation to a current obligation.

Working
Capital

Current liabilities exceeded current assets by
$34.7 million and $16.2 million at March 31, 2003 and
June 30, 2002, respectively. The ratio of current
liabilities to current assets is not indicative of a lack of
liquidity as the Company maintains a revolving credit line that
represents an additional and immediate potential source of
liquidity and management expects to renew/replace this revolving
credit line prior to maturity. See Capital Resources.

Forward-Looking Statements

Some of the information in this report may
contain forward-looking statements. These statements discuss
future expectations, contain projections of results of
operations or of financial position, 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, risks
relating to travel; risks associated with construction and
development at the Companys properties; competition in the
Companys principal business; the availability of financing
on terms suitable to the Company and the Companys
dependence on key personnel, as well as other risk factors
discussed from time to time in the Companys Securities and
Exchange Commission filings. Risks relating to travel include a
change in travel patterns resulting from slowing economic
conditions and geopolitical conditions, as well as changes in
corporate policies relating to group meetings and air or other
travel disruption.






Item 3.     Quantitative
and Qualitative Disclosures About Market Risk


Not Applicable.






Item 4.     Controls
and Procedures


Within the 90 days prior to the date of this
report, the Company carried out an evaluation, under the
supervision and with the participation of the Companys
management, including the Companys chairman of the board
(the Companys principal executive officer) and chief
financial officer, of the effectiveness of the design and
operation of the Companys disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. The
Companys disclosure controls and procedures are designed
to ensure that information required to be disclosed by the
Company in its periodic filings with the Securities and Exchange
Commission (SEC) is recorded, processed and reported
within the time periods specified in the SECs rules and
forms. In designing and evaluating the disclosure controls and
procedures, the Companys management recognized that any
controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired objectives and management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures. It should be noted that the
design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless
of how remote. Based on the foregoing, the Companys
chairman of the board and chief financial officer concluded that
the Companys disclosure controls and procedures were
effective in timely alerting them to material information
relating to the Company (including its consolidated
subsidiaries) required to be included in the Companys
periodic SEC filings. Additionally, there have been no
significant changes in the Companys internal controls or
in other factors that could significantly affect the internal
controls subsequent to the date the Company completed its
evaluation.

15



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##### Table of Contents






Part II  OTHER
INFORMATION




Item 1.     Legal
Proceedings

The Company is not involved in any material legal
proceedings. However, the Company may from time to time become a
party to legal proceedings arising in the ordinary course of
business, which are incidental to the business. While the
results of proceedings which arose in the normal course of
business cannot be predicted with certainty, management believes
that losses, if any, resulting from the ultimate resolution of
these matters will not have a material adverse effect on the
Companys consolidated results of operations, consolidated
cash flows or consolidated financial position.




Item 2.     Changes
in Securities and Use of Proceeds

None.




Item 3.     Defaults
Upon Senior Securities

None.




Item 4.     Submission
of Matters to a Vote of Security Holders

None.




Item 5.     Other
Information

None.




Item 6.     Exhibits
and Reports on Form 8-K

(a) Exhibits

|         |  |   |  |                                                                                                                                                                            
|-------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |  |   |  | Description Of Exhibit                                                                                                                                                     
|         |  |   |  |                                                                                                                                                                            
|99.1     |  |  |  | Certification of Chief Executive Officer and
    Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
    as added by Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports
on Form 8-K

None.

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

|                   |  |                                                                                                                                
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------
|                   |  | BOCA RESORTS, INC.                                                                                                             
|                  
|Date: May 13, 2003 |  | By: /s/ WAYNE MOORWayne Moor
    Senior Vice President, Treasurer and Chief
    Financial Officer (Principal Financial Officer)
|                  
|                   |  | By: /s/ MARYJO FINOCCHIAROMaryJo Finocchiaro
    Vice President and Corporate Controller
    (Principal Accounting Officer)    

17



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##### Table of Contents






SECTION 302 CERTIFICATIONS

I, H. Wayne Huizenga, certify that:

1. I have reviewed this quarterly report on
Form 10-Q of Boca Resorts, Inc.;

2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrants other certifying
officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officer and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.

|                   |  |                                                                                                                                            
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Date: May 13, 2003 |  | /s/ H. WAYNE HUIZENGA
    -----------------------------------------------------
    Chairman of the Board
    (Principal Executive Officer)

18



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##### Table of Contents






SECTION 302 CERTIFICATIONS CONTINUED

I, Wayne Moor, certify that:

1. I have reviewed this quarterly report on
Form 10-Q of Boca Resorts, Inc.;

2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrants other certifying
officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officer and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.

|                   |  |                                                                                                                                                                                
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: May 13, 2003 |  | /s/ WAYNE MOOR
    -----------------------------------------------------
    Senior Vice President, Treasurer and
    Chief Financial Officer
    (Principal Financial Officer)

19