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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q/ A

|           |  |                                                                                                         
|---------- |  | --------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                         
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
        OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended
        September 30, 2001                                               
|          
|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



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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 þ          No o

As of November 9, 2001, there were
39,446,610 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 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II -- OTHER INFORMATION   
|SIGNATURES                     



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INTRODUCTORY NOTE

The Companys Quarterly Report on
Form 10-Q as filed with the Securities & Exchange
Commission on November 9, 2001, is being amended to revise
Managements Discussion and Analysis 
Results of Operations (MD&A), to describe
in further detail factors responsible for changes in various
line items of the Companys historical results of
operations and to place such discussion before the unaudited pro
forma data which management believes provides a meaningful
comparison of the periods presented.

This information does not change the
Companys consolidated results of operations, or any line
item in the consolidated financial statements. Other than the
MD&A, the Companys Quarterly Report on Form 10-Q
is unchanged. The information in this Quarterly Report on
Form 10-Q/ A does not reflect any subsequent information or
events and remains as of September 30, 2001, or, as of the
date of the filing of the original Form 10-Q, as required.

2



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PART I  FINANCIAL
INFORMATION

Item 1.     Financial
Statements

BOCA RESORTS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE
SHEETS

|                                                         |                                                                                                                                                                                          |                                            |         |          |         |  |         |         |         | 
|-------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------- |  | ------- | ------- | ------- | 
|                                                         |                                                                                                                                                                                          | September 30,                              |         | June 30,
|                                                         |                                                                                                                                                                                          | 2001                                       |         | 2001    
|                                                         |                                                                                                                                                                                          |                                            |         |         
|                                                         |                                                                                                                                                                                          |                                           
|                                                         |                                                                                                                                                                                          | (In thousands, except                     
|                                                         |                                                                                                                                                                                          | share data)                               
|ASSETS                                                  
|Current assets:                                          |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|                                                         | Cash and cash equivalents                                                                                                                                                                |                                            | $       | 22,303   |         |  | $       | 9,909   |        
|                                                         | Restricted cash                                                                                                                                                                          |                                            |         | 3,675    |         |  |         | 500     |        
|                                                         | Accounts receivable, net                                                                                                                                                                 |                                            |         | 21,346   |         |  |         | 23,415  |        
|                                                         | Inventory                                                                                                                                                                                |                                            |         | 7,169    |         |  |         | 7,232   |        
|                                                         | Current portion of Premier Club notes receivable                                                                                                                                         |                                            |         | 3,916    |         |  |         | 4,009   |        
|                                                         | Other current assets                                                                                                                                                                     |                                            |         | 16,161   |         |  |         | 6,003   |        
|                                                         | Net assets of discontinued operations                                                                                                                                                    |                                            |         |         |         |  |         | 45,711  |        
|                                                         |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                          | Total current assets                       |         |          | 74,570  |  |         |         | 96,779  | 
|Property and equipment, net                              |                                                                                                                                                                                          |                                            | 807,356 |          |         |  | 792,094 |        
|Intangible assets, net                                   |                                                                                                                                                                                          |                                            | 34,518  |          |         |  | 34,518  |        
|Long-term portion of Premier Club notes
	receivable, net |                                                                                                                                                                                          |                                            | 8,081   |          |         |  | 8,224   |        
|Other assets                                             |                                                                                                                                                                                          |                                            | 13,205  |          |         |  | 14,517  |        
|                                                         |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                          | Total assets                               |         | $        | 937,730 |  |         | $       | 946,132 | 
|                                                         |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|LIABILITIES AND SHAREHOLDERS
	EQUITY                   
|Current liabilities:                                     |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|                                                         | Accounts payable and accrued expenses                                                                                                                                                    |                                            | $       | 32,876   |         |  | $       | 32,402  |        
|                                                         | Current portion of deferred revenue and advance
	deposits                                                                                                                                |                                            |         | 31,305   |         |  |         | 18,683  |        
|                                                         | Net liabilities of discontinued operations                                                                                                                                               |                                            |         | 23,638   |         |  |         |        |        
|                                                         | Current portion of credit lines and notes payable                                                                                                                                        |                                            |         | 214      |         |  |         | 209     |        
|                                                         |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                          | Total current liabilities                  |         |          | 88,033  |  |         |         | 51,294  | 
|Credit lines and notes payable                           |                                                                                                                                                                                          |                                            | 287     |          |         |  | 342     |        
|Deferred revenue, net of current portion                 |                                                                                                                                                                                          |                                            | 36,202  |          |         |  | 35,479  |        
|Other liabilities                                        |                                                                                                                                                                                          |                                            | 9,983   |          |         |  | 10,160  |        
|Deferred income taxes                                    |                                                                                                                                                                                          |                                            | 24,760  |          |         |  | 32,436  |        
|Senior subordinated notes payable                        |                                                                                                                                                                                          |                                            | 222,960 |          |         |  | 272,960 |        
|Premier Club refundable membership fees                  |                                                                                                                                                                                          |                                            | 57,589  |          |         |  | 57,818  |        
|Commitments and contingencies                            |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|Shareholders equity:                                    |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|                                                         | Class A Common Stock, $.01 par value,
	100,000,000 shares authorized and 39,618,610 and 39,621,027
	shares issued and outstanding at September 30, 2001 and
	June 30, 2001, respectively |                                            |         | 396      |         |  |         | 396     |        
|                                                         | Class B Common Stock, $.01 par value,
	10,000,000 shares authorized and 255,000 shares issued and
	outstanding at September 30, 2001 and June 30, 2001                                   |                                            |         | 3        |         |  |         | 3       |        
|                                                         | Contributed capital                                                                                                                                                                      |                                            |         | 464,684  |         |  |         | 464,626 |        
|                                                         | Retained earnings                                                                                                                                                                        |                                            |         | 32,833   |         |  |         | 20,618  |        
|                                                         |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                          | Total shareholders equity                 |         |          | 497,916 |  |         |         | 485,643 | 
|                                                         |                                                                                                                                                                                          |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                          | Total liabilities and shareholders equity |         | $        | 937,730 |  |         | $       | 946,132 | 
|                                                         |                                                                                                                                                                                          |                                            |         |          |         |  |         |        

See accompanying notes to consolidated financial
statements.

3



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BOCA RESORTS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Three Months Ended
September 30


|                                                                           |                                              |                          |         |        |        |   |         |        |        | 
|-------------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                           |                                              | 2001                     |         | 2000  
|                                                                           |                                              |                          |         |       
|                                                                           |                                              |                         
|                                                                           |                                              | (In thousands, except   
|                                                                           |                                              | per share data)         
|Revenue:                                                                   |                                              |                          |         |        |        |   |         |       
|                                                                           | Leisure and recreation                       |                          | $       | 39,520 |        |   | $       | 59,585 |       
|Operating expenses:                                                        |                                              |                          |         |        |        |   |         |       
|                                                                           | Cost of leisure and recreation services      |                          |         | 24,046 |        |   |         | 32,919 |       
|                                                                           | Selling, general and administrative expenses |                          |         | 19,300 |        |   |         | 24,533 |       
|                                                                           | Amortization and depreciation                |                          |         | 7,710  |        |   |         | 9,633  |       
|                                                                           |                                              |                          |         |        |        |   |         |       
|                                                                           |                                              | Total operating expenses |         |        | 51,056 |   |         |        | 67,085 | 
|                                                                           |                                              |                          |         |        |        |   |         |       
|Operating loss                                                             |                                              |                          | (11,536 | )      |        |   | (7,500  | )     
|Interest and other income                                                  |                                              |                          | 717     |        |        |   | 292     |       
|Interest and other expense                                                 |                                              |                          | (6,954  | )      |        |   | (14,140 | )     
|                                                                           |                                              |                          |         |        |        |   |         |       
|Loss from continuing operations before income
	taxes                       |                                              |                          | (17,773 | )      |        |   | (21,348 | )     
|Benefit for income taxes                                                   |                                              |                          | 7,109   |        |        |   |        |       
|                                                                           |                                              |                          |         |        |        |   |         |       
|Loss from continuing operations                                            |                                              |                          | (10,664 | )      |        |   | (21,348 | )     
|Loss from discontinued operations, net of income
	tax benefit              |                                              |                          |        |        |        |   | (6,236  | )     
|Gain on disposition of discontinued operations,
	net of income taxes       |                                              |                          | 23,728  |        |        |   |        |       
|Extraordinary loss on early retirement of debt,
	net of income tax benefit |                                              |                          | (849    | )      |        |   |        |       
|                                                                           |                                              |                          |         |        |        |   |         |       
|Net income (loss)                                                          |                                              | $                        | 12,215  |        |        | $ | (27,584 | )     
|                                                                           |                                              |                          |         |        |        |   |         |       
|Loss per share from continuing operations                                  |                                              | $                        | (0.27   | )      |        | $ | (0.52   | )     
|Income (loss) per share from discontinued
	operations                      |                                              |                          | 0.59    |        |        |   | (0.15   | )     
|Loss per share from extraordinary item                                     |                                              |                          | (0.02   | )      |        |   |        |       
|                                                                           |                                              |                          |         |        |        |   |         |       
|Net income (loss) per share 
	basic and diluted                           |                                              | $                        | 0.31    |        |        | $ | (0.68   | )     
|                                                                           |                                              |                          |         |        |        |   |         |       
|Shares used in computing income (loss) per
	share  basic and diluted      |                                              |                          | 39,931  |        |        |   | 40,861  |       
|                                                                           |                                              |                          |         |        |        |   |         |       

See accompanying notes to consolidated financial
statements.

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BOCA RESORTS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS

For the Three Months Ended
September 30


|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |         |        |         |  
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------- | ---------------------------------------------------- | ------- | ------- | ------- | ------- | ------- | ------ | ------- | -
|                                                  |                                                                                                                                            | 2001                                                                 |                                                      | 2000   
|                                                  |                                                                                                                                            |                                                                      |                                                      |        
|                                                  |                                                                                                                                            |                                                                     
|                                                  |                                                                                                                                            | (In thousands)                                                      
|Operating activities:                             |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|                                                  | Net income (loss)                                                                                                                          |                                                                      | $                                                    | 12,215  |         |         | $       | (27,584 | )     
|                                                  | Extraordinary loss on early extinguishment of
	debt, net of benefit for income taxes                                                       |                                                                      |                                                      | 849     |         |         |         |        |       
|                                                  | Adjustments to reconcile income before
	extraordinary loss, net of benefit for income taxes to net cash
	provided by operating activities: |                                                                      |                                                      |         |         |         |         |         |       
|                                                  |                                                                                                                                            | Amortization and depreciation                                        |                                                      |         | 7,710   |         |         |         | 9,633  |        
|                                                  |                                                                                                                                            | Imputed interest on indebtedness with no stated
	rate                |                                                      |         |        |         |         |         | 240    |        
|                                                  |                                                                                                                                            | Loss from discontinued operations, net of benefit
	for income taxes  |                                                      |         |        |         |         |         | 6,236  |        
|                                                  |                                                                                                                                            | Gain on disposition of discontinued operations,
	net of income taxes |                                                      |         | (23,728 | )       |         |         |       |        
|                                                  | Changes in operating assets and liabilities                                                                                                |                                                                      |                                                      |         |         |         |         |         |       
|                                                  |                                                                                                                                            | Accounts receivable                                                  |                                                      |         | 2,069   |         |         |         | 5,447  |        
|                                                  |                                                                                                                                            | Other assets                                                         |                                                      |         | 1,150   |         |         |         | 290    |        
|                                                  |                                                                                                                                            | Accounts payable and accrued expenses                                |                                                      |         | 483     |         |         |         | 7,457  |        
|                                                  |                                                                                                                                            | Deferred revenue and other liabilities                               |                                                      |         | 5,906   |         |         |         | 15,704 |        
|                                                  |                                                                                                                                            | Net assets/liabilities from discontinued
	operations                 |                                                      |         |        |         |         |         | 28,822 |        
|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|                                                  |                                                                                                                                            |                                                                      | Net cash provided by operating activities            |         |         | 6,654   |         |         |        | 46,245  |  
|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|Investing activities:                             |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|                                                  | Net proceeds from the disposition of discontinued
	operations                                                                              |                                                                      |                                                      | 81,919  |         |         |         |        |       
|                                                  | Capital expenditures                                                                                                                       |                                                                      |                                                      | (22,929 | )       |         |         | (14,970 | )     
|                                                  | Change in restricted cash                                                                                                                  |                                                                      |                                                      | (3,175  | )       |         |         | (5,758  | )     
|                                                  | Cash used in investing activities from
	discontinued operations                                                                            |                                                                      |                                                      |        |         |         |         | (7,598  | )     
|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|                                                  |                                                                                                                                            |                                                                      | Net cash provided by (used in) investing
	activities |         |         | 55,815  |         |         |        | (28,326 | )
|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|Financing activities:                             |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|                                                  | Borrowings under credit facilities                                                                                                         |                                                                      |                                                      |        |         |         |         | 25,499  |       
|                                                  | Payments under long-term debt agreements and
	credit facilities                                                                            |                                                                      |                                                      | (50     | )       |         |         | (36,864 | )     
|                                                  | Repurchases of 9.875% senior subordinated notes
	payable                                                                                   |                                                                      |                                                      | (50,000 | )       |         |         |        |       
|                                                  | Repurchases of common stock                                                                                                                |                                                                      |                                                      | (555    | )       |         |         |        |       
|                                                  | Proceeds from exercise of stock options                                                                                                    |                                                                      |                                                      | 530     |         |         |         |        |       
|                                                  | Cash used in financing activities from
	discontinued operations                                                                            |                                                                      |                                                      |        |         |         |         | (2,500  | )     
|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|                                                  |                                                                                                                                            |                                                                      | Net cash used in financing activities                |         |         | (50,075 | )       |         |        | (13,865 | )
|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|Cash used in continuing operations                |                                                                                                                                            |                                                                      | (69,525                                              | )       |         |         | (20,906 | )      
|Cash provided by discontinued operations          |                                                                                                                                            |                                                                      | 81,919                                               |         |         |         | 24,960  |        
|Cash and cash equivalents, at beginning of period |                                                                                                                                            |                                                                      | 9,909                                                |         |         |         | 7,796   |        
|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        
|Cash and cash equivalents, at end of period       |                                                                                                                                            | $                                                                    | 22,303                                               |         |         | $       | 11,850  |        
|                                                  |                                                                                                                                            |                                                                      |                                                      |         |         |         |         |        

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 months ended
September 30, 2001 are not necessarily indicative of the
results to be expected for the entire year primarily due to
seasonal variations and because the three months ended
September 30, 2001 included a non-recurring gain on the
disposition of the entertainment and sports business. See
Notes 2 and 6. 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 Hotel
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.

On July 25, 2001, 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. Accordingly, the Companys
entertainment and sports business has been accounted for as
discontinued operations and the accompanying Consolidated
Financial Statements presented herein have been restated to
report separately the net assets or liabilities and operating
results of this discontinued operation. See Note 6.

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.

The following options to purchase shares of
common stock were outstanding during the periods presented, but
were not included in the computation of earnings per share
because the Company reported a loss from continuing operations
during the periods and, therefore, the effect would be
antidilutive.

|                                    |  |                |       |      |  |  |       | 
|----------------------------------- |  | -------------- | ----- | ---- |  |  | ----- | 
|                                    |  |               
|                                    |  | Three Months  
|                                    |  | Ended         
|                                    |  | September 30, 
|                                    |  |               
|                                    |  | 2001           |       | 2000
|                                    |  |                |       |     
|                                    |  |               
|                                    |  | (In thousands)
|Number of shares covered by options |  |                | 5,758 |      |  |  | 5,036 | 
|                                    |  |                |       |      |  |  |       | 

4.     Income
Taxes

The Company recorded a benefit for income taxes
from continuing operations in the amount of $7.1 million
during the three months ended September 30, 2001. No
benefit for income taxes was recorded

6



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BOCA RESORTS, INC.


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

during the three months ended September 30,
2000 due to an offsetting increase in the Companys
valuation allowance. Realization of future tax benefits related
to deferred tax assets is dependent on many factors, including
the Companys ability to generate future taxable income.
The valuation allowance is adjusted in the period management
determines it is more likely than not that deferred tax assets
will or will not be realized. Management considered these
factors in reaching its conclusion to record a benefit for
income taxes from continuing operations during the three months
ended September 30, 2001.

5.     Supplemental
Cash Flow Information

Non-cash investing activities supplemental to the
Consolidated Statements of Cash Flows include an
$11.2 million note receivable, which was a component of the
consideration paid by the purchasers of the entertainment and
sports business. See Note 6.

6.     Sale of
Entertainment and Sports Business

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
$11.2 million secured promissory note (which matures
January 26, 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 net proceeds from the sale of the business
after payment of disposal costs and income taxes is estimated to
approach $70.0 million and the gain on disposition was
$23.7 million. Net liabilities from discontinued operations
included in the accompanying Consolidated Balance Sheet in the
amount of $23.6 million at September 30, 2001
represents estimated income taxes payable associated with the
gain on the sale and other disposal costs.

7.     Recently
Implemented Accounting Standards

On July 1, 2001, the Company early adopted
Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets which states,
among other things, that goodwill is no longer subject to
amortization over its estimated useful life. Under the
statement, goodwill shall be tested for impairment at a level of
reporting referred to as a reporting unit. If the carrying
amount of reporting unit goodwill exceeds the implied fair value
of that goodwill, an impairment loss shall be recognized in an
amount equal to that excess. Under the statement, the Company
must complete the goodwill transition impairment test by
December 31, 2001, however, management does not expect to
recognize an impairment charge at such time. As a result of the
early adoption of the provisions of this statement, amortization
expense for the three months ended September 20, 2001 was
$231,000 less than during the three months ended
September 30, 2000.

8.     Comprehensive
Income (Loss)

Comprehensive income (loss) was the same as
net income (loss) for the three months ended
September 30, 2001 and 2000.

7



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

This report may not contain all the information
that is important to you and should be read together with the
Annual Report on Form 10-K/A for the fiscal year ended
June 30, 2001.

Business Philosophy

The Companys current business strategy is
to focus on expanding the leisure and recreation business.
However, management continuously evaluates ownership,
acquisition and divestiture alternatives with the intention of
maximizing shareholder value.

Seasonality

The resort operations are generally seasonal. The
resorts have generally experienced greater revenue, costs and
earnings in the second and third quarters of the fiscal year
ended June 30 due to increased occupancy and room rates
during the winter months.

Events of September 11

On September 11, 2001, there were terrorist
attacks on New Yorks World Trade Center towers and on the
Pentagon. Immediately following the September 11 attacks, the
Companys results of operations were adversely affected by
travel disruption and short-term cancellation of group bookings
at its properties. While the magnitude and duration of these
effects is unknown and cannot be predicted, the Companys
results of operations for the three months ending
December 31, 2001 will be negatively impacted by the
aftermath of the September 11 attacks. Management continues
to undertake a broad range of cost containment initiatives,
which have partially mitigated the decrease in revenue. As a
result of these initiatives and a gradual improvement to more
normal business and leisure patterns, management has begun to
observe modest increases in occupancy and room rate from their
recently depressed levels, though they remain below prior year
levels.

8



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##### Table of Contents



RESULTS OF OPERATIONS  COMPARISON
TO PRIOR YEAR HISTORICAL

The accompanying table for the three months ended
September 30 (expressed in 000s) is set forth on a
historical basis which includes operating results from the
Arizona Biltmore Resort & Spa (sold in December 2000) and
the entertainment and sports business (presented as a
discontinued operation and sold in July 2001) during the prior
year.

|                                                                           |                                               |                        |                          |        |        |         |         |        |        |        |  
|-------------------------------------------------------------------------- | --------------------------------------------- | ---------------------- | ------------------------ | ------ | ------ | ------- | ------- | ------ | ------ | ------ | -
|                                                                           |                                               | 2001                   |                          | 2000  
|                                                                           |                                               |                        |                          |       
|Leisure and recreation revenue                                             |                                               | $                      | 39,520                   |        |        | $       | 59,585  |       
|Operating expenses:                                                        |                                               |                        |                          |        |        |         |         |       
|                                                                           | Cost of leisure and recreation services       |                        |                          | 24,046 |        |         |         | 32,919 |       
|                                                                           | Selling, general and administrative expenses: |                        |                          |        |        |         |         |        |       
|                                                                           |                                               | Leisure and recreation |                          |        | 17,761 |         |         |        | 22,619 |       
|                                                                           |                                               | Corporate              |                          |        | 1,539  |         |         |        | 1,914  |       
|                                                                           | Amortization and depreciation:                |                        |                          |        |        |         |         |        |       
|                                                                           |                                               | Leisure and recreation |                          |        | 7,643  |         |         |        | 9,558  |       
|                                                                           |                                               | Corporate              |                          |        | 67     |         |         |        | 75     |       
|                                                                           |                                               |                        |                          |        |        |         |         |       
|                                                                           |                                               |                        | Total operating expenses |        |        | 51,056  |         |        |        | 67,085 |  
|                                                                           |                                               |                        |                          |        |        |         |         |       
|                                                                           | Operating loss:                               |                        |                          |        |        |         |         |        |       
|                                                                           |                                               | Leisure and recreation |                          |        | (9,930 | )       |         |        | (5,511 | )     
|                                                                           |                                               | Corporate              |                          |        | (1,606 | )       |         |        | (1,989 | )     
|                                                                           |                                               |                        |                          |        |        |         |         |       
|                                                                           |                                               |                        | Total operating loss     |        |        | (11,536 | )       |        |        | (7,500 | )
|Interest and other income                                                  |                                               |                        | 717                      |        |        |         | 292     |       
|Interest and other expense                                                 |                                               |                        | (6,954                   | )      |        |         | (14,140 | )     
|                                                                           |                                               |                        |                          |        |        |         |         |       
|Loss from continuing operations before income
	taxes                       |                                               |                        | (17,773                  | )      |        |         | (21,348 | )     
|Benefit for income taxes                                                   |                                               |                        | 7,109                    |        |        |         |        |       
|                                                                           |                                               |                        |                          |        |        |         |         |       
|Loss from continuing operations                                            |                                               |                        | (10,664                  | )      |        |         | (21,348 | )     
|Loss from discontinued operations, net of income
	tax benefit              |                                               |                        |                         |        |        |         | (6,236  | )     
|Gain on disposition of discontinued operations,
	net of income taxes       |                                               |                        | 23,728                   |        |        |         |        |       
|Extraordinary loss on early retirement of debt,
	net of income tax benefit |                                               |                        | (849                     | )      |        |         |        |       
|                                                                           |                                               |                        |                          |        |        |         |         |       
|Net income (loss)                                                          |                                               | $                      | 12,215                   |        |        | $       | (27,584 | )     
|                                                                           |                                               |                        |                          |        |        |         |         |       
|Net cash provided by operating activities                                  |                                               | $                      | 6,654                    |        |        | $       | 46,245  |       
|                                                                           |                                               |                        |                          |        |        |         |         |       
|Net cash provided by (used in) investing
	activities                       |                                               | $                      | 55,815                   |        |        | $       | (28,326 | )     
|                                                                           |                                               |                        |                          |        |        |         |         |       
|Net cash used in financing activities                                      |                                               | $                      | (50,075                  | )      |        | $       | (13,865 | )     
|                                                                           |                                               |                        |                          |        |        |         |         |       
|EBITDA (loss):                                                             |                                               |                        |                          |        |        |         |         |       
|                                                                           | Leisure and recreation                        |                        | $                        | (2,287 | )      |         | $       | 4,047  |       
|                                                                           | Corporate                                     |                        |                          | (1,539 | )      |         |         | (1,914 | )     
|                                                                           |                                               |                        |                          |        |        |         |         |       
|                                                                           |                                               |                        | Total                    |        | $      | (3,826  | )       |        | $      | 2,133  |  
|                                                                           |                                               |                        |                          |        |        |         |         |       
|Adjusted EBITDA (loss):                                                    |                                               |                        |                          |        |        |         |         |       
|                                                                           | Leisure and recreation                        |                        | $                        | (1,706 | )      |         | $       | 6,637  |       
|                                                                           | Corporate                                     |                        |                          | (1,539 | )      |         |         | (1,914 | )     
|                                                                           |                                               |                        |                          |        |        |         |         |       
|                                                                           |                                               |                        | Total                    |        | $      | (3,245  | )       |        | $      | 4,723  |  
|                                                                           |                                               |                        |                          |        |        |         |         |       

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Select operating data for the Companys
leisure and recreation business for the three months ended
September 30 is set forth below (in 000s except
operating statistics):

|                      |                                                          |                                      |   |         |        |        |   |         |        |  |  |     |     |   
|--------------------- | -------------------------------------------------------- | ------------------------------------ | - | ------- | ------ | ------ | - | ------- | ------ |  |  | --- | --- | --
|                      |                                                          |                                     
|                      |                                                          | Three Months Ended                  
|                      |                                                          |                                     
|                      |                                                          | 2001                                 |   | 2000    |        | % Chg.
|                      |                                                          |                                      |   |         |        |       
|Revenue:              |                                                          |                                      |   |         |        |        |   |         |        |  |  |    
|                      | Room revenue                                             |                                      | $ | 13,874  |        |        | $ | 22,595  |        |  |  | (39 | )% 
|                      | Non-room related revenue                                 |                                      |   | 25,646  |        |        |   | 36,990  |        |  |  | (31 | )% 
|                      |                                                          |                                      |   |         |        |        |   |         |        |  |  |    
|                      |                                                          | Total leisure and recreation revenue |   | $       | 39,520 |        |   | $       | 59,585 |  |  |     | (34 | )%
|Operating Statistics: |                                                          |                                      |   |         |        |        |   |         |        |  |  |    
|                      | Available room nights                                    |                                      |   | 205,988 |        |        |   | 272,748 |        |  |  | (25 | )% 
|                      | Average daily rate                                       |                                      | $ | 131.51  |        |        | $ | 134.68  |        |  |  | (2  | )% 
|                      | Occupancy                                                |                                      |   | 51.2    | %      |        |   | 61.5    | %      |  |  | (17 | )% 
|                      | Room revenue per available room                          |                                      | $ | 67.35   |        |        | $ | 82.84   |        |  |  | (19 | )% 
|                      | Total leisure and recreation revenue per
	available room |                                      | $ | 191.86  |        |        | $ | 218.47  |        |  |  | (12 | )% 

Revenue

Leisure and recreation revenue totaled
$39.5 million during the three months ended
September 30, 2001 compared to $59.6 million during
the three months ended September 30, 2000. The decrease in
leisure and recreation revenue during the three months ended
September 30, 2001 compared to the three months ended
September 30, 2000 was partially due to a decline in
revenue derived from the Arizona Biltmore Resort & Spa
(which was sold in December 2000) totaling $14.5 million.
See discussion of same store operating results under
Results Of Operations  Comparison to Prior Year
Pro forma later herein. In addition, while the
Companys revenue is historically lowest during the first
fiscal quarter because of decreased demand for its Florida
resorts during the summer months, management estimates that the
remaining $5.6 million decrease in revenue for the quarter
was attributable to the aftermath of the September 11
terrorist attacks.

Resort Operating Expenses

Cost of leisure and recreation services totaled
$24.0 million, or 61% of revenue, during the three months
ended September 30, 2001 compared to cost of leisure and
recreation services of $32.9 million, or 55% of revenue,
during the three months ended September 30, 2000.

Selling, general and administrative expenses
(S,G&A) of the leisure and recreation business
totaled $17.8 million, or 45% of revenue, during three
months ended September 30, 2001, compared to S,G&A of
$22.6 million, or 38% of revenue, during the three months
ended September 30, 2000. S,G&A of the leisure and
recreation business 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.

The increase in cost of services and S,G&A as
a percent of revenue was substantially due to the decrease in
revenue following the September 11 terrorist attacks. While
certain reductions were made to both variable cost of services
and S,G&A expenses such as labor costs by September 30,
2001, management continues to actively work with the
Companys resort managers to substantially reduce the
operating costs of each resort. These initiatives include
further reducing labor costs, streamlining staffing and service
delivery and, to a lesser extent, reducing non-peak hours of
operations at resort restaurants and retail outlets.

Amortization and depreciation expense for the
leisure and recreation business was $7.6 million during the
three months ended September 30, 2001 compared to
$9.6 million during the three months ended
September 30, 2000. The decrease in amortization and
depreciation expense during the three months ended
September 30, 2001 compared to the three months ended
September 30, 2000 was primarily the

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##### Table of Contents



result of a $2.4 million decline due to the
sale of the Arizona Biltmore Resort & Spa, offset by an
increase in depreciation expense following the completion of
several capital projects at the Boca Raton Resort and Club and
Registry Resort.


Resort Operating Loss

Operating loss for the leisure and recreation
business totaled $9.9 million during the three months ended
September 30, 2001 compared to $5.5 million during the
three months ended September 30, 2000. The decrease in
operating results for the three months ended September 30,
2001 compared to the three months ended September 30, 2000
was primarily the result of a decrease in revenue following the
September 11 terrorist attacks. Operating income for the
Arizona Biltmore Resort & Spa was nominal during the three
months ended September 30, 2000.

Corporate General and Administrative
Expenses

Corporate general and administrative expenses
totaled $1.5 million during the three months ended
September 30, 2001 compared to $1.9 million during the
three months ended September 30, 2000. Corporate general
and administrative expenses decreased during the three months
ended September 30, 2001 primarily because of a decline in
legal expense.

Interest and Other Income

Interest and other income totaled $717,000 during
the three months ended September 30, 2001 compared to
$292,000 during the three months ended September 30, 2000. The
increase in interest and other income during the three months
ended September 30, 2001 compared to the three months ended
September 30, 2000 was because the Company invested
proceeds from the sale of the entertainment and sports business
in interest bearing time deposit accounts until such proceeds
were used to pay higher rate indebtedness. See Note 6 to the
Consolidated Financial Statements.

Interest and Other Expense

Interest and other expense totaled
$7.0 million during the three months ended
September 30, 2001 compared to $14.1 million during
the three months ended September 30, 2000. The decrease in
interest and other expense followed a reduction in indebtedness
with the proceeds from the sale of the Arizona Biltmore Resort
& Spa. The Companys consolidated indebtedness totaled
$223.5 million and $572.1 million at September 30,
2001 and 2000, respectively.

Benefit for Income Taxes

The Company recorded a benefit for income taxes
from continuing operations in the amount of $7.1 million
during the three months ended September 30, 2001. No
benefit for income taxes was recorded during the three months
ended September 30, 2000 due to an offsetting increase in
the Companys valuation allowance. Realization of future
tax benefits related to deferred tax assets is dependent on many
factors, including the Companys ability to generate future
taxable income. The valuation allowance is adjusted in the
period management determines it is more likely than not that
deferred tax assets will or will not be realized. The Company
continued to maintain a valuation allowance at
September 30, 2000 because management believed the
Companys ability to generate future taxable income and
realize the deferred tax asset was not more likely than
not due to the volatility of the entertainment and sports
business. This business was subsequently sold and, therefore,
the valuation allowance was released during the three months
ended June 30, 2001.

EBITDA (loss)/ Adjusted EBITDA

EBITDA (loss) represents earnings
(losses) before extraordinary items, interest expense,
interest income, income taxes, depreciation and amortization.
Adjusted EBITDA represents EBITDA plus the amount of net
membership fees deferred during the periods presented. EBITDA
and Adjusted EBITDA

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##### Table of Contents



(see below) are used by management and certain
investors as indicators of the Companys historical ability
to service debt, to sustain potential future increases in debt
and to satisfy capital requirements. However, neither EBITDA nor
Adjusted EBITDA is intended to represent cash flows for the
period. In addition, they have not been presented as
alternatives to either (a) operating income (as determined
by GAAP) as an indicator of operating performance or
(b) cash flows from operating, investing and financing
activities (as determined by GAAP) and are thus susceptible to
varying calculations. EBITDA as presented may not be comparable
to other similarly titled measures of other companies.


EBITDA (loss)

EBITDA loss totaled $3.8 million during the
three months ended September 30, 2001 compared to positive
EBITDA of $2.1 million during the three months ended
September 30, 2000. As indicated above, the Companys
operating results were adversely affected by a decrease in
revenue following the September 11 terrorist attacks.

Adjusted EBITDA

Adjusted EBITDA represents EBITDA plus the amount
of net membership fees deferred during the periods presented.
The net membership fees deferred represents the quarterly change
in deferred revenue arising from the Premier Clubs at the Boca
Raton Resort & Club, Naples Grande and Grande Oaks Golf
Clubs. Net memberships deferred totaled $581,000 and
$2.6 million during the three months ended
September 30, 2001 and 2000, respectively. The Company
opened Naples Grande Golf Club in February 2000, which resulted
in strong introductory membership sales during its initial
twelve-month sales season, which are reflected in the net
memberships deferred during the three months ended
September 30, 2000. At the same time, the Boca Raton Resort
& Clubs September 2001 membership sales were adversely
impacted by the aftermath of the September 11 attacks.
October 2001 membership sales at the Boca Raton Resort &
Club have recovered and are modestly ahead of last years
pace.

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
$11.2 million secured promissory note (which matures
January 26, 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 net proceeds from the sale of the business
after payment of disposal costs and income taxes is estimated to
approach $70.0 million and the gain on disposition was
$23.7 million.

Extraordinary Loss

The Company recorded an $849,000 extraordinary
loss (net of a benefit for income taxes) relating to the
repurchase of $50.0 million principal amount of its 9.875%
senior subordinated notes payable during the three months ended
September 30, 2001. The extraordinary loss substantially
represents the non-cash charge-off of a pro rata portion of the
debt issuance costs previously capitalized when the notes were
issued.

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##### Table of Contents



RESULTS OF OPERATIONS  COMPARISON
TO PRIOR YEAR PRO FORMA

The accompanying table for the three months ended
September 30 (expressed in 000s) and related
discussion is set forth on a pro forma basis for the prior year,
which excludes the operating results from the Arizona Biltmore
Resort & Spa, which was sold in December 2000 and gives
effect to the application of the related proceeds as if such
asset was sold at the beginning of the period. Management
believes the pro forma information, which is supplemental to the
historical discussion, provides readers with a meaningful
comparison of the periods presented.

|                               |                                               |                        |                          |        |        |         |        |        |        |        |  
|------------------------------ | --------------------------------------------- | ---------------------- | ------------------------ | ------ | ------ | ------- | ------ | ------ | ------ | ------ | -
|                               |                                               | 2001                   |                          | 2000  
|                               |                                               |                        |                          |       
|Leisure and recreation revenue |                                               | $                      | 39,520                   |        |        | $       | 45,091 |       
|Operating expenses:            |                                               |                        |                          |        |        |         |        |       
|                               | Cost of leisure and recreation services       |                        |                          | 24,046 |        |         |        | 25,750 |       
|                               | Selling, general and administrative expenses: |                        |                          |        |        |         |        |        |       
|                               |                                               | Leisure and recreation |                          |        | 17,761 |         |        |        | 17,797 |       
|                               |                                               | Corporate              |                          |        | 1,539  |         |        |        | 1,769  |       
|                               | Amortization and depreciation:                |                        |                          |        |        |         |        |        |       
|                               |                                               | Leisure and recreation |                          |        | 7,643  |         |        |        | 7,169  |       
|                               |                                               | Corporate              |                          |        | 67     |         |        |        | 75     |       
|                               |                                               |                        |                          |        |        |         |        |       
|                               |                                               |                        | Total operating expenses |        |        | 51,056  |        |        |        | 52,560 |  
|                               |                                               |                        |                          |        |        |         |        |       
|Operating loss:                |                                               |                        |                          |        |        |         |        |       
|                               | Leisure and recreation                        |                        |                          | (9,930 | )      |         |        | (5,625 | )     
|                               | Corporate                                     |                        |                          | (1,606 | )      |         |        | (1,844 | )     
|                               |                                               |                        |                          |        |        |         |        |       
|                               |                                               |                        | Total operating loss     |        | $      | (11,536 | )      |        | $      | (7,469 | )
|                               |                                               |                        |                          |        |        |         |        |       
|EBITDA (loss):                 |                                               |                        |                          |        |        |         |        |       
|                               | Leisure and recreation                        |                        | $                        | (2,287 | )      |         | $      | 1,544  |       
|                               | Corporate                                     |                        |                          | (1,539 | )      |         |        | (1,769 | )     
|                               |                                               |                        |                          |        |        |         |        |       
|                               |                                               |                        | Total                    |        | $      | (3,826  | )      |        | $      | (225   | )
|                               |                                               |                        |                          |        |        |         |        |       
|Adjusted EBITDA (loss):        |                                               |                        |                          |        |        |         |        |       
|                               | Leisure and recreation                        |                        | $                        | (1,706 | )      |         | $      | 4,134  |       
|                               | Corporate                                     |                        |                          | (1,539 | )      |         |        | (1,769 | )     
|                               |                                               |                        |                          |        |        |         |        |       
|                               | Total                                         |                        | $                        | (3,245 | )      |         | $      | 2,365  |       
|                               |                                               |                        |                          |        |        |         |        |       

The Company reported an operating loss in the
amount of $11.5 million during the three months ended
September 30, 2001, compared to a pro forma operating loss
of $7.5 million during the three months ended
September 30, 2000. While the Companys earnings are
historically lowest during the first fiscal quarter because of
decreased demand for its Florida resorts during the summer
months, operations during the three months ended
September 30, 2001 were adversely affected by a decrease in
revenue following the September 11 terrorist attacks.
Revenue for the three months ended September 30, 2001
decreased 12%, to $39.5 million, down from
$45.1 million on a pro forma basis during the three months
ended September 30, 2000.

13



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##### Table of Contents



Select operating data for the Companys
leisure and recreation business for the three months ended
September 30 is set forth below (in 000s except
operating statistics and pro forma information for the prior
year):

|                      |                                                          |                                      |   |         |        |        |   |         |        |  |  |     |    |  
|--------------------- | -------------------------------------------------------- | ------------------------------------ | - | ------- | ------ | ------ | - | ------- | ------ |  |  | --- | -- | -
|                      |                                                          |                                     
|                      |                                                          | Three Months Ended                  
|                      |                                                          |                                     
|                      |                                                          | 2001                                 |   | 2000    |        | % Chg.
|                      |                                                          |                                      |   |         |        |       
|Revenue:              |                                                          |                                      |   |         |        |        |   |         |        |  |  |    
|                      | Room revenue                                             |                                      | $ | 13,874  |        |        | $ | 17,033  |        |  |  | 19  | % 
|                      | Non-room related revenue                                 |                                      |   | 25,646  |        |        |   | 28,058  |        |  |  | 9   | % 
|                      |                                                          |                                      |   |         |        |        |   |         |        |  |  |    
|                      |                                                          | Total leisure and recreation revenue |   | $       | 39,520 |        |   | $       | 45,091 |  |  |     | 12 | %
|Operating Statistics: |                                                          |                                      |   |         |        |        |   |         |        |  |  |    
|                      | Available room nights                                    |                                      |   | 205,988 |        |        |   | 206,080 |        |  |  |    |   
|                      | Average daily rate                                       |                                      | $ | 131.51  |        |        | $ | 128.94  |        |  |  | 2   | % 
|                      | Occupancy                                                |                                      |   | 51.2    | %      |        |   | 64.1    | %      |  |  | (20 | )%
|                      | Room revenue per available room                          |                                      | $ | 67.35   |        |        | $ | 82.65   |        |  |  | (19 | )%
|                      | Total leisure and recreation revenue per
	available room |                                      | $ | 191.86  |        |        | $ | 218.81  |        |  |  | (12 | )%

Revenue

Leisure and recreation revenue totaled
$39.5 million during the three months ended
September 30, 2001 compared to pro forma revenue of
$45.1 million during the three months ended
September 30, 2000. Immediately prior to the events of
September 11 room revenue was about flat with the same
period last year. During the weeks immediately following
September 11, the Company was able to hold its average
daily rate to pre-established levels, however, occupancy dropped
off sharply as leisure customers and corporate groups cancelled
or postponed their stays. Management estimates that the
$5.6 million decrease in revenue for the quarter was
attributable to the aftermath of the September 11 terrorist
attacks.

Resort Operating Expenses

Cost of leisure and recreation services totaled
$24.0 million, or 61% of revenue, during the three months
ended September 30, 2001 compared to pro forma cost of
leisure and recreation services of $25.8 million, or 57% of
revenue, during the three months ended September 30, 2000.

S,G&A of the leisure and recreation business
totaled $17.8 million, or 45% of revenue, during three
months ended September 30, 2001, compared to pro forma
S,G&A of $17.8 million, or 40% of pro forma revenue,
during the three months ended September 30, 2000. S,G&A
of the leisure and recreation business 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.

The increase in cost of services and S,G&A as
a percent of revenue was substantially due to the decrease in
revenue following the September 11 terrorist attacks. While
certain reductions were made to both variable cost of services
and S,G&A expenses such as labor costs by September 30,
2001, management continues to actively work with the
Companys resort managers to substantially reduce the
operating costs of each resort. These initiatives include
further reducing labor costs, streamlining staffing and service
delivery and, to a lesser extent, reducing non-peak hours of
operations at resort restaurants and retail outlets.

Amortization and depreciation expense for the
leisure and recreation business was $7.6 million during the
three months ended September 30, 2001 compared to
$7.2 million on a pro forma basis during the three months
ended September 30, 2000. The increase during the three
months ended September 30, 2001 compared to the three
months ended September 30, 2000 was primarily due to the
completion of several capital projects at the Boca Raton Resort
& Club and Registry Resort resulting in additional
depreciation expense, partially offset by a reduction in
amortization expense. See Note 7 to the Consolidated Financial
Statements.

14



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##### Table of Contents



Resort Operating Loss

Operating loss for the leisure and recreation
business totaled $9.9 million during the three months ended
September 30, 2001 compared to a pro forma operating loss
of $5.6 million during the three months ended September 30,
2000. As indicated above, the decrease in operating results for
the three months ended September 30, 2001 compared to the
three months ended September 30, 2000 was primarily the result
of a decrease in revenue following the September 11
terrorist attacks.

Corporate General and Administrative
Expenses

Corporate general and administrative expenses
totaled $1.5 million during the three months ended
September 30, 2001 compared to pro forma corporate general
and administrative expenses of $1.8 million during the
three months ended September 30, 2000. Corporate general
and administrative expenses decreased during the three months
ended September 30, 2001 primarily because of a decline in
legal expense.

EBITDA (loss)

EBITDA loss totaled $3.8 million during the
three months ended September 30, 2001 compared to a pro forma
EBITDA loss of $225,000 during the three months ended
September 30, 2000. As indicated above, the Companys
operating results were adversely affected by a decrease in
revenue following the September 11 terrorist attacks.

Adjusted EBITDA

Adjusted EBITDA represents EBITDA plus the amount
of net membership fees deferred during the periods presented.
The net membership fees deferred represents the quarterly change
in deferred revenue arising from the Premier Clubs at the Boca
Raton Resort & Club, Naples Grande and Grande Oaks Golf
Clubs. Net memberships deferred totaled $581,000 and
$2.6 million during the three months ended
September 30, 2001 and 2000, respectively. The Company
opened Naples Grande Golf Club in February 2000, which resulted
in strong introductory membership sales during its initial
twelve-month sales season, which are reflected in the net
memberships deferred during the three months ended
September 30, 2000. At the same time, the Boca Raton Resort
& Clubs September 2001 membership sales were adversely
impacted by the aftermath of the September 11 attacks.
October 2001 membership sales at the Boca Raton Resort &
Club have recovered and are modestly ahead of last years
pace.

Liquidity and Capital Resources

Unrestricted cash and cash equivalents increased
to $22.3 million at September 30, 2001, from
$9.9 million at June 30, 2001. The major components of
the change are discussed below.

Net Cash
Provided by Operating Activities

Net cash provided by operating activities totaled
$6.7 million and $46.2 million during the three months
ended September 30, 2001 and 2000, respectively. The
decrease in cash flow from operating activities during the three
months ended September 30, 2001 compared to the three
months ended September 30, 2000 was primarily because the
Company received $35.1 million in cash from the
entertainment and sports business during the prior year three
month period which represented collection of funds for advance
season ticket sales to Florida Panther Hockey Club home games
and cash received as the operator of the National Car Rental
Center (the arena that serves as home to the Florida Panthers
Hockey Club). During the three months ended September 30,
2001, the Company sold the entertainment and sports business,
and accordingly, received no cash from operating activities from
such business.

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Net Cash
Provided by (Used in) Investing Activities

Net cash provided by investing activities
amounted to $55.8 million during the three months ended
September 30, 2001, compared to net cash used in investing
activities of $28.3 million during the three months ended
September 30, 2000. The change was largely the result of the
sale of the entertainment and sports business, which yielded
proceeds of $81.9 million. The Company expects to receive
an additional $11.2 million associated with the disposition
of the entertainment and sports business when a secured note
receivable matures in January 2002 and expects to pay
$23.6 million in income taxes and other disposal costs by
the conclusion of the current fiscal year (resulting in net
proceeds from the sale of approximately $69.5 million).

Capital expenditures totaled $22.9 million
during the three months ended September 30, 2001 compared
to $15.0 million during the three months ended
September 30, 2000. During the three months ended
September 30, 2001, the Company continued construction on
various projects at the Boca Raton Resort & Club including a
new Marina Wing with 112 water-view rooms, a new
state-of-the-art spa complex as well as a new golf clubhouse
with casual restaurant. Management anticipates the spa and golf
clubhouse to be completed in December 2001 and the Marina Wing
to be completed in the first calendar quarter of 2002.

During the three months ended September 30,
2000, capital spending primarily related to continued spending
on a luxury guestroom renovation at the Boca Raton Resort &
Club; construction of a new pool/aquatic center, 6,000 square
feet of additional conference space and enhancements to the
beach facility and boardwalk at the Registry Resort; and
spending on a guestroom renovation at the Bahia Mar Resort and
Yachting Center.

Restricted cash increased $3.2 million from
June 30, 2001 to September 30, 2001 and primarily
represented cash escrowed in connection with the sale of the
entertainment and sports business, which is scheduled to be
released in January 2002. Restricted cash increased
$5.8 million from June 30, 2000 to September 30, 2000
and related to escrow accounts maintained in accordance with the
terms of mortgage-note agreements, which notes were subsequently
paid by the Company.

Cash used in investing activities from
discontinued operations totaled $7.6 million during the
three months ended September 30, 2000 and represents the
increase in restricted cash. No cash was used in investing
activities from discontinued operations during the three months
ended September 30, 2001 as a result of the sale.

Cash Used in
Financing Activities

Net cash used in financing activities amounted to
$50.0 million during the three months ended
September 30, 2001 and includes the repurchase of $50.0
million principal amount of 9.875% senior subordinated notes.
Net cash used in financing activities during the three months
ended September 30, 2000 totaled $13.9 million and
includes $11.4 million in net repayments under the
Companys revolving credit facility payment as well as
payment of $2.5 million to a former minority interest
holder in one of the subsidiaries that comprised the
entertainment and sports business.

Capital
Resources

The Companys capital resources are provided
from both internal and external sources. The primary capital
resources from internal operations include (1) room
rentals, food and beverage sales, retail sales, golf revenue,
tennis revenue, marina and conference services at the resorts
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 November 9, 2001, the Company had
immediate availability of $138.7 million under its revolving
credit line, which matures on May 1, 2002. While management
expects to renew/replace its existing revolving credit line upon
maturity, no assurances can be given that management will be
successful in doing so. As a result of the current availability
under this credit line, combined with cash on

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hand, management believes the Company has
sufficient funds to continue its capital maintenance and
expansion plans and support on-going operations, including
meeting debt service obligations as they come due.


Financial Condition

Significant changes in balance sheet data from
June 30, 2001 to September 30, 2001 are discussed below.

Other Current
Assets

Other current assets increased to
$16.2 million at September 30, 2001, from
$6.0 million at June 30, 2001. The increase primarily
relates to an $11.2 million secured promissory notes (which
matures in January 2002) received as part of the consideration
for the sale of the entertainment and sports business.

Net
Assets/Liabilities of Discontinued Operations

Net liabilities of discontinued operations
totaled $23.6 million at September 30, 2001 and
primarily represent estimated income taxes payable associated
with the gain on the sale and other disposal costs. Net assets
of discontinued operations at June 30, 2001 included the
following (in 000s):

|                                      |                                       |   |        |        | 
|------------------------------------- | ------------------------------------- | - | ------ | ------ | 
|Cash and cash equivalents             |                                       | $ | 2,344  |       
|Restricted cash                       |                                       |   | 16,644 |       
|Accounts receivable, net              |                                       |   | 2,708  |       
|Inventory                             |                                       |   | 459    |       
|Other current assets                  |                                       |   | 1,893  |       
|Property and equipment, net           |                                       |   | 7,566  |       
|Intangible assets, net                |                                       |   | 24,915 |       
|Other non-current assets              |                                       |   | 10,193 |       
|Accounts payable and accrued expenses |                                       |   | (5,741 | )     
|Current portion of deferred revenue   |                                       |   | (3,431 | )     
|Other current liabilities             |                                       |   | (8,982 | )     
|Other non-current liabilities         |                                       |   | (2,857 | )     
|                                      |                                       |   |        |       
|                                      | Net assets of discontinued operations |   | $      | 45,711 | 
|                                      |                                       |   |        |       

Property and
Equipment

Property and equipment increased to
$807.4 million at September 30, 2001, from
$792.1 million at June 30, 2001. The increase
primarily relates to capital spending at the Boca Raton Resort
& Club on projects including an eight-story marina wing
complex consisting of 112 water-view luxury guestrooms, a spa
complex, a golf clubhouse and marina slips, offset by
depreciation expense.

Current
Portion of Deferred Revenue and Advance Deposits

Current portion of deferred revenue and advance
deposits increased to $31.3 million at September 30,
2001, from $18.7 million at June 30, 2001. The
increase substantially related to the collection of annual
Premier Club dues at the Boca Raton Resort & Club. The
annual dues will be recognized as revenue ratably over the
membership year, which commenced on October 1.

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Senior
Subordinated Notes Payable

Senior subordinated notes payable decreased to
$223.0 million at September 30, 2001, from
$273.0 million at June 30, 2001. The decrease was the
result of the repurchase of $50.0 million principal amount
of notes.

Working
Capital

Current liabilities exceeded current assets by
$13.5 million at September 30, 2001, compared to
positive working capital of $45.5 million at June 30,
2001. The change is primarily because the Company used cash to
repurchase $50.0 million principal amount of notes, which
would have otherwise matured in April 2009. However, 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. 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 condition or state other
forward-looking information. When considering such
forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in this report. The risk
factors include certain known and unknown risks and
uncertainties, and could cause the Companys actual results
to differ materially from those contained in any forward looking
statement.

These risk factors include, among others, risks
relating to travel including a change in travel patterns
resulting from slowing economic conditions, a change in
corporate policies relating to group meetings and air or other
travel disruption; risks associated with construction and
development at the Companys properties; competition in the
Company principal business; the availability of financing on
terms suitable to the Company and the Companys dependence
on key personnel.



|         |                                                            
|-------- | -----------------------------------------------------------
|Item  3. | Quantitative and Qualitative Disclosures
	About Market Risk

Not Applicable.




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.

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|         |                                           
|-------- | ------------------------------------------
|Item  2. | Changes in Securities and Use of
	Proceeds

None.



|         |                                 
|-------- | --------------------------------
|Item  3. | Defaults Upon Senior
	Securities

None.



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

None.



|         |                  
|-------- | -----------------
|Item  5. | Other Information

None.



|         |                                  
|-------- | ---------------------------------
|Item  6. | Exhibits and Reports on
	Form 8-K

(a) Exhibits

None.

(b)Reports on Form 8-K

The Company filed a Current Report on
Form 8-K on August 9, 2001 reporting certain
information relating to the sale of the entertainment and sports
business.

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SIGNATURES

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



| |                   
| | ------------------
| | BOCA RESORTS, INC.

| |  |                                                                                                                                      
| |  | -------------------------------------------------------------------------------------------------------------------------------------
| |  | By: /s/ WILLIAM M. PIERCEWilliam M. PierceSenior Vice President, Treasurer and Chief Financial Officer
	(Principal Financial Officer)
|
| |  | By: /s/ STEVEN M. DAURIASteven M. DauriaVice President and Corporate Controller (Principal
	Accounting Officer)                      

Date: March 14, 2002

20