##### 









SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




---

FORM 10-Q



---

(Mark One)

|                                                      |  |                                                                                             
|----------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|x                                                     |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended
    September 30, 2002
|OR                                                   
|                                                     
|o                                                     |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission file number: 1-13173

BOCA RESORTS, INC.

(Exact Name of Registrant as Specified in its
Charter)


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

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

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

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

As of November 14, 2002, there were
38,947,079 shares of Class A Common Stock, $.01 par value
per share, and 255,000 shares of Class B Common Stock, $.01
par value per share, outstanding.



---






---



##### 



PART I  FINANCIAL
INFORMATION

Item 1.     Financial
Statements

BOCA RESORTS, INC.

CONDENSED CONSOLIDATED BALANCE
SHEETS

(In thousands, except share data)


(Unaudited)


|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |         |         | 
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------- |  | ------- | ------- | ------- | 
|                                                   |                                                                                                                                                                                                   | September 30,                              |         | June 30,
|                                                   |                                                                                                                                                                                                   | 2002                                       |         | 2002    
|                                                   |                                                                                                                                                                                                   |                                            |         |         
|ASSETS                                            
|Current assets:                                    |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   | Cash and cash equivalents                                                                                                                                                                         |                                            | $       | 9,667    |         |  | $       | 3,691   |        
|                                                   | Restricted cash                                                                                                                                                                                   |                                            |         | 649      |         |  |         | 721     |        
|                                                   | Accounts receivable, net                                                                                                                                                                          |                                            |         | 18,117   |         |  |         | 21,591  |        
|                                                   | Inventory                                                                                                                                                                                         |                                            |         | 6,415    |         |  |         | 6,433   |        
|                                                   | Current portion of Premier Club notes receivable                                                                                                                                                  |                                            |         | 3,602    |         |  |         | 3,382   |        
|                                                   | Other current assets                                                                                                                                                                              |                                            |         | 3,583    |         |  |         | 3,223   |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total current assets                       |         |          | 42,033  |  |         |         | 39,041  | 
|Property and equipment, net                        |                                                                                                                                                                                                   |                                            | 817,951 |          |         |  | 822,630 |        
|Intangible assets, net                             |                                                                                                                                                                                                   |                                            | 34,518  |          |         |  | 34,518  |        
|Long-term portion of Premier Club notes receivable |                                                                                                                                                                                                   |                                            | 7,256   |          |         |  | 7,410   |        
|Other assets                                       |                                                                                                                                                                                                   |                                            | 12,457  |          |         |  | 13,137  |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total assets                               |         | $        | 914,215 |  |         | $       | 916,736 | 
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                  
|LIABILITIES AND SHAREHOLDERS
    EQUITY          
|Current liabilities:                               |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   | Accounts payable and accrued expenses                                                                                                                                                             |                                            | $       | 32,464   |         |  | $       | 30,222  |        
|                                                   | Current portion of deferred revenue and advance
    deposits                                                                                                                                      |                                            |         | 33,258   |         |  |         | 22,355  |        
|                                                   | Net liabilities of discontinued operations                                                                                                                                                        |                                            |         | 1,938    |         |  |         | 2,436   |        
|                                                   | Current portion of credit line and note payable                                                                                                                                                   |                                            |         | 231      |         |  |         | 227     |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total current liabilities                  |         |          | 67,891  |  |         |         | 55,240  | 
|Credit line and note payable                       |                                                                                                                                                                                                   |                                            | 22,234  |          |         |  | 18,793  |        
|Deferred revenue, net of current portion           |                                                                                                                                                                                                   |                                            | 38,085  |          |         |  | 38,073  |        
|Other liabilities                                  |                                                                                                                                                                                                   |                                            | 9,591   |          |         |  | 9,695   |        
|Deferred income taxes                              |                                                                                                                                                                                                   |                                            | 24,373  |          |         |  | 30,052  |        
|Senior subordinated notes payable                  |                                                                                                                                                                                                   |                                            | 192,895 |          |         |  | 192,895 |        
|Premier Club refundable membership fees            |                                                                                                                                                                                                   |                                            | 55,092  |          |         |  | 55,716  |        
|Commitments and contingencies                      |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|Shareholders equity:                              |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   | Class A Common Stock, $.01 par value,
    100,000,000 shares authorized and 39,247,079 and 39,538,479
    shares issued and outstanding at September 30, 2002 and
    June 30, 2002, respectively |                                            |         | 392      |         |  |         | 395     |        
|                                                   | Class B Common Stock, $.01 par value,
    10,000,000 shares authorized and 255,000 shares issued and
    outstanding at June 30, 2002 and 2001.                                                   |                                            |         | 3        |         |  |         | 3       |        
|                                                   | Contributed capital                                                                                                                                                                               |                                            |         | 461,421  |         |  |         | 464,565 |        
|                                                   | Retained earnings                                                                                                                                                                                 |                                            |         | 42,238   |         |  |         | 51,309  |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total shareholders equity                 |         |          | 504,054 |  |         |         | 516,272 | 
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total liabilities and shareholders equity |         | $        | 914,215 |  |         | $       | 916,736 | 
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        

See accompanying notes to consolidated financial
statements.

1



---



##### 



BOCA RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Three Months Ended
September 30


(In thousands, except per share
data)


(Unaudited)


|                                                                         |                                              |                          |         |        |        |   |         |        |        | 
|------------------------------------------------------------------------ | -------------------------------------------- | ------------------------ | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                         |                                              | 2002                     |         | 2001  
|                                                                         |                                              |                          |         |       
|Leisure and recreation revenue                                           |                                              | $                        | 46,292  |        |        | $ | 39,520  |       
|Operating expenses:                                                      |                                              |                          |         |        |        |   |         |       
|                                                                         | Cost of leisure and recreation services      |                          |         | 26,401 |        |   |         | 24,046 |       
|                                                                         | Selling, general and administrative expenses |                          |         | 20,114 |        |   |         | 19,300 |       
|                                                                         | Depreciation                                 |                          |         | 8,946  |        |   |         | 7,710  |       
|                                                                         | Loss on early retirement of debt             |                          |         |       |        |   |         | 1,415  |       
|                                                                         |                                              |                          |         |        |        |   |         |       
|                                                                         |                                              | Total operating expenses |         |        | 55,461 |   |         |        | 52,471 | 
|                                                                         |                                              |                          |         |        |        |   |         |       
|Operating loss                                                           |                                              |                          | (9,169  | )      |        |   | (12,951 | )     
|Interest and other income                                                |                                              |                          | 30      |        |        |   | 717     |       
|Interest expense                                                         |                                              |                          | (5,611  | )      |        |   | (6,954  | )     
|                                                                         |                                              |                          |         |        |        |   |         |       
|Loss from continuing operations before income
    taxes                  |                                              |                          | (14,750 | )      |        |   | (19,188 | )     
|Benefit for income taxes                                                 |                                              |                          | 5,679   |        |        |   | 7,675   |       
|                                                                         |                                              |                          |         |        |        |   |         |       
|Loss from continuing operations                                          |                                              |                          | (9,071  | )      |        |   | (11,513 | )     
|Gain on disposition of discontinued operations,
    net of income taxes  |                                              |                          |        |        |        |   | 23,728  |       
|                                                                         |                                              |                          |         |        |        |   |         |       
|Net income (loss)                                                        |                                              | $                        | (9,071  | )      |        | $ | 12,215  |       
|                                                                         |                                              |                          |         |        |        |   |         |       
|Loss per share from continuing operations                                |                                              | $                        | (0.23   | )      |        | $ | (0.29   | )     
|Income per share from discontinued operations                            |                                              |                          |        |        |        |   | 0.59    |       
|                                                                         |                                              |                          |         |        |        |   |         |       
|Net income (loss) per share 
    basic and diluted                      |                                              | $                        | (0.23   | )      |        | $ | 0.31    |       
|                                                                         |                                              |                          |         |        |        |   |         |       
|Shares used in computing income (loss) per
    share  basic and diluted |                                              |                          | 39,651  |        |        |   | 39,931  |       
|                                                                         |                                              |                          |         |        |        |   |         |       

See accompanying notes to consolidated financial
statements.

2



---



##### 



BOCA RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Three Months Ended
September 30


(In thousands)


(Unaudited)


|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |         |         |         |  
|-------------------------------------------------- | -------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ---------------------------------------------------------- | ------- | ------ | ------ | ------- | ------- | ------- | ------- | -
|                                                   |                                                                                              | 2002                                                                    |                                                            | 2001   
|                                                   |                                                                                              |                                                                         |                                                            |        
|Operating activities:                              |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|                                                   | Net income (loss)                                                                            |                                                                         | $                                                          | (9,071  | )      |        | $       | 12,215  |        
|                                                   | Adjustments to reconcile net income
    (loss) to net cash provided by operating activities: |                                                                         |                                                            |         |        |        |         |         |        
|                                                   |                                                                                              | Amortization and depreciation                                           |                                                            |         | 8,946  |        |         |         | 7,710   |        
|                                                   |                                                                                              | Benefit for deferred income taxes                                       |                                                            |         | (5,679 | )      |         |         | (7,675  | )      
|                                                   |                                                                                              | Impairment loss on land parcel                                          |                                                            |         | 2,341  |        |         |         |        |        
|                                                   |                                                                                              | Gain on sale of land parcel                                             |                                                            |         | (2,291 | )      |         |         |        |        
|                                                   |                                                                                              | Gain on disposition of discontinued operations,
    net of income taxes |                                                            |         |       |        |         |         | (23,728 | )      
|                                                   |                                                                                              | Loss on early retirement of debt                                        |                                                            |         |       |        |         |         | 1,415   |        
|                                                   | Changes in operating assets and liabilities                                                  |                                                                         |                                                            |         |        |        |         |         |        
|                                                   |                                                                                              | Accounts receivable                                                     |                                                            |         | 3,474  |        |         |         | 2,069   |        
|                                                   |                                                                                              | Other assets                                                            |                                                            |         | 613    |        |         |         | 1,150   |        
|                                                   |                                                                                              | Accounts payable and accrued expenses                                   |                                                            |         | 3,193  |        |         |         | 483     |        
|                                                   |                                                                                              | Deferred revenue and other liabilities                                  |                                                            |         | 10,187 |        |         |         | 13,015  |        
|                                                   |                                                                                              | Net liabilities from discontinued operations                            |                                                            |         | (498   | )      |         |         |        |        
|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|                                                   |                                                                                              |                                                                         | Net cash provided by operating activities                  |         |        | 11,215 |         |         |         | 6,654   |  
|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|Investing activities:                              |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|                                                   | Net proceeds from the sale of land parcel                                                    |                                                                         |                                                            | 5,641   |        |        |         |        |        
|                                                   | Net proceeds from the disposition of discontinued
    operations                             |                                                                         |                                                            |        |        |        |         | 81,919  |        
|                                                   | Capital expenditures                                                                         |                                                                         |                                                            | (11,250 | )      |        |         | (22,929 | )      
|                                                   | Change in restricted cash                                                                    |                                                                         |                                                            | 72      |        |        |         | (3,175  | )      
|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|                                                   |                                                                                              |                                                                         | Net cash provided by (used in) investing
    activities    |         |        | (5,537 | )       |         |         | 55,815  |  
|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|Financing activities:                              |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|                                                   | Borrowings under credit facilities                                                           |                                                                         |                                                            | 6,000   |        |        |         |        |        
|                                                   | Payments under long-term debt agreements and
    credit facility                             |                                                                         |                                                            | (2,555  | )      |        |         | (50     | )      
|                                                   | Repurchases of 9.875% senior subordinated notes
    payable                                  |                                                                         |                                                            |        |        |        |         | (50,000 | )      
|                                                   | Repurchases of common stock                                                                  |                                                                         |                                                            | (3,147  | )      |        |         | (555    | )      
|                                                   | Proceeds from exercise of stock options                                                      |                                                                         |                                                            |        |        |        |         | 530     |        
|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|                                                   |                                                                                              |                                                                         | Net cash provided by (used in) in financing
    activities |         |        | 298    |         |         |         | (50,075 | )
|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|Cash provided by (used in) continuing operations   |                                                                                              |                                                                         | 6,474                                                      |         |        |        | (69,525 | )      
|Cash provided by (used in) discontinued operations |                                                                                              |                                                                         | (498                                                       | )       |        |        | 81,919  |        
|Cash and cash equivalents, at beginning of period  |                                                                                              |                                                                         | 3,691                                                      |         |        |        | 9,909   |        
|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |        
|Cash and cash equivalents, at end of period        |                                                                                              | $                                                                       | 9,667                                                      |         |        | $      | 22,303  |        
|                                                   |                                                                                              |                                                                         |                                                            |         |        |        |         |        

See accompanying notes to consolidated financial
statements.

3



---



##### 



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 period
presented. The results of operations for the three months ended
September 30, 2002 are not necessarily indicative of the
results to be expected for the entire year primarily due to
seasonal variations. All significant intercompany accounts have
been eliminated.

2.     Nature of
Operations

The Company is an owner and operator of five
luxury resorts located in Florida with hotels, conference
facilities, golf courses, spas, marinas and private clubs. The
Companys resorts include the Boca Raton Resort & Club
(Boca Raton), the Registry Resort at Pelican Bay (Naples), the
Edgewater Beach Hotel (Naples), the Hyatt Regency Pier 66 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.

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

3.     Earnings Per
Common Share

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

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,     
|                                    |  |                   
|                                    |  | 2002               |       | 2001
|                                    |  |                    |       |     
|                                    |  |                   
|                                    |  | (In Thousands)    
|Number of shares covered by options |  |                    | 6,532 |      |  |  | 5,758 | 
|                                    |  |                    |       |      |  |  |       | 

4.     Recently
Implemented Accounting Standards

In August 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets. The new rules apply to the classification and
impairment analysis conducted on long-lived assets other than
intangible assets and was adopted by the Company on July 1,
2001. The new rules provide a single accounting treatment for
the impairment of long-lived assets and implementation guidance
regarding impairment calculations. This statement also modifies
accounting and disclosure requirements for discontin-

4



---



##### 



BOCA RESORTS, INC.


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

ued operations. The adoption of SFAS No. 144
did not have a material impact on the Companys results of
operations or financial position.

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

5.     Comprehensive
Income (loss)

Comprehensive income (loss) was the same as net
income (loss) for the three months ended September 30, 2002
and 2001.

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

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

In October 2002, the Company entered into a
contract for sale on a land parcel located in Plantation,
Florida for $7.2 million, which is expected to close not later
than December 20, 2002. During the three months ended
September 30, 2002, the Company recorded an impairment loss
of $2.3 million to reflect the difference between the carrying
value of this land parcel and the net realizable value. The
impairment loss is included in interest and other income in the
accompanying Unaudited Condensed Consolidated Statements of
Operations.

5



---



##### 





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

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

Business Strategy

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

Seasonality

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

Management Outlook

During the three-month period following the
September 11, 2001 terrorist attacks on New Yorks
World Trade Center towers and on the Pentagon, the
Companys results of operations were adversely affected by
travel disruption and short-term cancellation of group bookings
at its properties. The Companys resorts have experienced
an increase in demand since the beginning of the calendar year,
however, the Company continues to experience an overall slower
recovery than expected because of the difficult economic
conditions.

The weakness in the economy has made it more
difficult for management to predict future results than in the
past. Even though the Company has a solid base of large group
business already on the books, reservation patterns have become
increasingly short-term as it relates to its leisure customer,
and small group market. The weaker economy has also made it more
difficult to achieve originally anticipated levels of ancillary
spending. To remain competitive and combat the short-term
uncertainty, the Company has introduced various value-added
programs targeting both its leisure and group customer. Because
of these factors, management expects that its operating results
for the remainder of fiscal 2003 will be lower than originally
anticipated, but higher than the comparable prior year periods.

6



---



##### 



The accompanying table sets forth the operating
results for the three months ended September 30 (expressed
in 000s):

|                                                                        |                                               |                        |                          |        |        |        |         |        |        |         |  
|----------------------------------------------------------------------- | --------------------------------------------- | ---------------------- | ------------------------ | ------ | ------ | ------ | ------- | ------ | ------ | ------- | -
|                                                                        |                                               | 2002                   |                          | 2001  
|                                                                        |                                               |                        |                          |       
|Leisure and recreation revenue                                          |                                               | $                      | 46,292                   |        |        | $      | 39,520  |       
|Operating expenses:                                                     |                                               |                        |                          |        |        |        |         |       
|                                                                        | Cost of leisure and recreation services       |                        |                          | 26,401 |        |        |         | 24,046 |       
|                                                                        | Selling, general and administrative expenses: |                        |                          |        |        |        |         |        |       
|                                                                        |                                               | Leisure and recreation |                          |        | 18,789 |        |         |        | 17,761 |        
|                                                                        |                                               | Corporate              |                          |        | 1,325  |        |         |        | 1,539  |        
|                                                                        | Depreciation:                                 |                        |                          |        |        |        |         |        |       
|                                                                        |                                               | Leisure and recreation |                          |        | 8,893  |        |         |        | 7,643  |        
|                                                                        |                                               | Corporate              |                          |        | 53     |        |         |        | 67     |        
|                                                                        | Loss on early retirement of debt              |                        |                          |       |        |        |         | 1,415  |       
|                                                                        |                                               |                        |                          |        |        |        |         |       
|                                                                        |                                               |                        | Total operating expenses |        |        | 55,461 |         |        |        | 52,471  |  
|                                                                        |                                               |                        |                          |        |        |        |         |       
|                                                                        | Operating loss:                               |                        |                          |        |        |        |         |        |       
|                                                                        |                                               | Leisure and recreation |                          |        | (7,791 | )      |         |        | (9,930 | )      
|                                                                        |                                               | Corporate              |                          |        | (1,378 | )      |         |        | (3,021 | )      
|                                                                        |                                               |                        |                          |        |        |        |         |       
|                                                                        |                                               |                        | Total operating loss     |        |        | (9,169 | )       |        |        | (12,951 | )
|Interest and other income                                               |                                               |                        | 30                       |        |        |        | 717     |       
|Interest expense                                                        |                                               |                        | (5,611                   | )      |        |        | (6,954  | )     
|                                                                        |                                               |                        |                          |        |        |        |         |       
|Loss from continuing operations before income
    taxes                 |                                               |                        | (14,750                  | )      |        |        | (19,188 | )     
|Benefit for income taxes                                                |                                               |                        | 5,679                    |        |        |        | 7,675   |       
|                                                                        |                                               |                        |                          |        |        |        |         |       
|Loss from continuing operations                                         |                                               |                        | (9,071                   | )      |        |        | (11,513 | )     
|Gain on disposition of discontinued operations,
    net of income taxes |                                               |                        |                         |        |        |        | 23,728  |       
|                                                                        |                                               |                        |                          |        |        |        |         |       
|Net income (loss)                                                       |                                               | $                      | (9,071                   | )      |        | $      | 12,215  |       
|                                                                        |                                               |                        |                          |        |        |        |         |       
|Net cash provided by operating activities                               |                                               | $                      | 11,215                   |        |        | $      | 6,654   |       
|                                                                        |                                               |                        |                          |        |        |        |         |       
|Net cash provided by (used in) investing
    activities                 |                                               | $                      | (5,537                   | )      |        | $      | 55,815  |       
|                                                                        |                                               |                        |                          |        |        |        |         |       
|Net cash provided by (used in) financing
    activities                 |                                               | $                      | 298                      |        |        | $      | (50,075 | )     
|                                                                        |                                               |                        |                          |        |        |        |         |       
|EBITDA (EBITDA loss):                                                   |                                               |                        |                          |        |        |        |         |       
|                                                                        |                                               | Leisure and recreation |                          | $      | 1,102  |        |         | $      | (2,287 | )      
|                                                                        |                                               | Corporate              |                          |        | (1,325 | )      |         |        | (1,539 | )      
|                                                                        |                                               |                        |                          |        |        |        |         |       
|                                                                        |                                               |                        | Total                    |        | $      | (223   | )       |        | $      | (3,826  | )
|                                                                        |                                               |                        |                          |        |        |        |         |       
|Adjusted EBITDA (Adjusted EBITDA loss):                                 |                                               |                        |                          |        |        |        |         |       
|                                                                        |                                               | Leisure and recreation |                          | $      | 957    |        |         | $      | (1,706 | )      
|                                                                        |                                               | Corporate              |                          |        | (1,325 | )      |         |        | (1,539 | )      
|                                                                        |                                               |                        |                          |        |        |        |         |       
|                                                                        |                                               |                        | Total                    |        | $      | (368   | )       |        | $      | (3,245  | )
|                                                                        |                                               |                        |                          |        |        |        |         |       

7



---



##### 



The accompanying table sets forth additional
operating data for the three months ended September 30
(expressed in 000s except operating statistics):

|                                |                          |                                                             |         |        |        |        |         |        |        |  |    |    |    |  
|------------------------------- | ------------------------ | ----------------------------------------------------------- | ------- | ------ | ------ | ------ | ------- | ------ | ------ |  | -- | -- | -- | -
|                                |                          | 2002                                                        |         | 2001   |        | % Chg.
|                                |                          |                                                             |         |        |        |       
|Revenue:                        |                          |                                                             |         |        |        |        |         |        |        |  |    |   
|                                | Room revenue             |                                                             | $       | 16,207 |        |        | $       | 13,874 |        |  |    | 17 | % 
|                                | Non-room related revenue |                                                             |         | 30,085 |        |        |         | 25,646 |        |  |    | 17 | % 
|                                |                          |                                                             |         |        |        |        |         |        |        |  |    |   
|                                |                          | Total leisure and recreation revenue                        |         | $      | 46,292 |        |         | $      | 39,520 |  |    |    | 17 | %
|Operating Statistics:           |                          |                                                             |         |        |        |        |         |        |        |  |    |   
|Available room nights           |                          |                                                             | 213,164 |        |        |        | 205,988 |        |        |  | 3  | % 
|Average daily rate              |                          | $                                                           | 138.44  |        |        | $      | 131.51  |        |        |  | 5  | % 
|Occupancy                       |                          |                                                             | 54.9%   |        |        |        | 51.2%   |        |        |  | 7  | % 
|Room revenue per available room |                          | $                                                           | 76.03   |        |        | $      | 67.35   |        |        |  | 13 | % 
|                                |                          | Total leisure and recreation revenue per
    available room |         | $      | 217.17 |        |         | $      | 191.86 |  |    |    | 13 | %

Leisure and Recreation Revenue

Leisure and recreation revenue totaled $46.3
million and $39.5 million for the three months ended
September 30, 2002 and 2001, respectively.

The $6.8 million increase in leisure and
recreation revenue for the three months ended September 30,
2002, compared to the three months ended September 30, 2001, was
primarily due to an increase in occupancy to 54.9% for the three
months ended September 30, 2002, from 51.2% for the same
period of the prior year and an increase in the average daily
rate to $138.44 for the three months ended September 30,
2002, from $131.51 for the year ago period. The increase in
occupancy also contributed to an increase in certain ancillary
non-room revenue from sources such as food and beverage sales,
retail sales and golf revenue for the three months ended
September 30, 2002, as compared to the three months ended
September 30, 2001. The increase in leisure and recreation
revenue did not correspond to the increase in total revenue per
available room for the periods presented due to an increase in
the number of available rooms following the completion of a new
marina wing featuring 112 water-view rooms, additional meeting
space and marina slips (the Yacht Club) at the Boca
Raton Resort & Club. Some of the quarter over quarter
increase in revenue was attributable to the poor performance in
the prior year, specifically in the two-week period immediately
subsequent to the September 11, 2001 terrorist attacks.

Leisure and Recreation Operating
Expenses

Cost of leisure and recreation services totaled
$26.4 million, or 57% of revenue, for the three months ended
September 30, 2002, compared to cost of leisure and
recreation services of $24.0 million, or 61% of revenue, for the
three months ended September 30, 2001. Cost of leisure and
recreation services primarily consisted of direct costs to
service rooms, marinas, food and beverage operations, retail
establishments, spas and other amenities at the resorts.

Leisure and recreation selling, general and
administrative expenses (S,G&A) totaled $18.8
million, or 41% of revenue, for the three months ended
September 30, 2002, compared to S,G&A of $17.8 million,
or 45% of revenue, for the three months ended September 30,
2001. 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.

Cost of leisure and recreation services and
leisure and recreation S,G&A as a percent of revenue for the
three months ended September 30, 2001 was
disproportionately high due to a decrease in revenue following
the September 11, 2001 terrorist attacks.

Leisure and recreation depreciation expense
totaled $8.9 million and $7.6 million for the three months ended
September 30, 2002 and 2001, respectively. The increase in
amortization and depreciation expense for the three months ended
September 30, 2002, compared to the three months ended
September 30, 2001 was

8



---



##### 



primarily the result of an increase in
depreciation expense following the completion of several capital
projects at the Boca Raton Resort & Club, including the new
Yacht Club. The Boca Raton Resort & Club also introduced a
new state-of-the-art 50,000 square foot world-class spa complex
and a new golf clubhouse and casual restaurant.


Leisure and Recreation Operating
Loss

Leisure and recreation operating loss totaled
$7.8 million and $9.9 million for the three months ended
September 30, 2002 and 2001, respectively. The improvement
in operating results for the three months ended
September 30, 2002, compared to the three months ended
September 30, 2001, was primarily because the prior year
figures were adversely impacted by a decrease in revenue and
corresponding earnings following the September 11, 2001
terrorist attacks.

Corporate General and Administrative
Expenses

Corporate general and administrative expenses
totaled $1.3 million and $1.5 million for the three months ended
September 30, 2002 and 2001, respectively. The decrease in
corporate general and administrative expense for the three
months ended September 30, 2002, compared to the three
months ended September 30, 2001, was primarily due to a
decline in legal expense. While the management fee paid to
Huizenga Holdings, Inc. has been limited to the lesser of 1% of
revenue, or $1.9 million, for the year ended June 30, 2003
(prior to fiscal 2003, the agreement provided for a management
fee equal to 1% of total revenue), revenue for the three months
ended September 30, 2001 was adversely impacted by the
terrorist attacks of September 11, 2001, and therefore the
decrease in the management fee during the current year
three-month period was not material. Pursuant to the management
services agreement, Huizenga Holdings, Inc., a corporation whose
sole shareholder is the Companys Chairman, provides
certain administrative, financing, tax, investor relations and
strategy related services to the Company.

Loss on Early Retirement of Debt

The Company recorded a $1.4 million loss relating
to the repurchase of $50.0 million principal amount of its
9.875% senior subordinated notes during the three months ended
September 30, 2001. The loss represents the non-cash
charge-off of a pro rata portion of the debt issuance costs
previously capitalized when the notes were issued, together with
the premium paid to acquire the notes. No notes were repurchased
during the three months ended September 30, 2002.

Interest and Other Income

Interest and other income totaled $30,000 and
$717,000 for the three months ended September 30, 2002 and
2001, respectively. The decrease in interest and other income
for the three months ended September 30, 2002 compared to
the three months ended September 30, 2001 was primarily
because the Company invested a portion of the proceeds from the
sale of the entertainment and sports business in time deposit
accounts during the prior year three-month period until such
proceeds were subsequently used to repurchase a portion of the
Companys outstanding 9.875% senior subordinated notes. In
addition, during the three months ended September 30, 2002,
interest and other income included a $2.3 million gain on the
sale of a land parcel located in Naples, Florida, as well as, an
impairment loss of $2.3 million to reflect the difference
between the carrying value of a land parcel located in
Plantation, Florida and the net realizable value. See Note 6 to
the Unaudited Condensed Consolidated Financial Statements.

Interest Expense

Interest expense totaled $5.6 million and $7.0
million for the three months ended September 30, 2002 and
2001, respectively. The decrease in interest expense was
primarily due to a reduction in indebtedness with the proceeds
from the sale of the entertainment and sports business. The
Companys average consolidated indebtedness totaled $215.3
million and $272.4 million for the three months ended
September 30, 2002 and 2001, respectively.

9



---



##### 



Benefit for Income Taxes

The Company recorded a benefit for income taxes
totaling $5.7 million, or 38.5% of pretax loss from continuing
operations, and $7.7 million, or 40% of pretax loss from
continuing operations, for the three months ended September 30,
2002 and 2001, respectively. The decrease in the Companys
effective income tax rate for the three months ended
September 30, 2002, compared to the three months ended
September 30, 2001, was due to a decrease in permanent
differences.

EBITDA/Adjusted EBITDA

EBITDA represents earnings (losses) before
extraordinary and non-recurring 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 (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 $223,000 and $3.8 million for
the three months ended September 30, 2002 and 2001,
respectively. The improvement in EBITDA for the three months
ended September 30, 2002, compared to the three months
ended September 30, 2001, was primarily because the prior
year figures were adversely impacted by a decrease in revenue
and corresponding earnings following the September 11, 2001
terrorist attacks.

Adjusted EBITDA Loss

Adjusted EBITDA loss represents EBITDA loss plus
the amount of net membership fees deferred (which net membership
fees were not material for the periods presented). Adjusted
EBITDA loss totaled $368,000 and $3.2 million for the three
months ended September 30, 2002 and 2001, respectively.

Liquidity and Capital Resources

Unrestricted cash and cash equivalents increased
to $9.7 million at September 30, 2002, from $3.7 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
$11.2 million and $6.7 million for the three months ended
September 30, 2002 and 2001, respectively. The increase in
net cash provided by operating activities for the three months
ended September 30, 2002, compared to the three months
ended September 30, 2001, was because during the prior year
three-month period the Company received significantly less cash
from its business than during the current year period due to a
decline in earnings and corresponding net cash flow following
the September 11, 2001 terrorist attacks.

Net Cash
Provided by (Used In) Investing Activities

Net cash used in investing activities totaled
$5.5 million for the three months ended September 30, 2002,
compared to net cash provided by investing activities of $55.8
million for the three months ended September 30, 2001. The
change was largely because the Company received $81.9 million
from the sale of the entertainment and sports business during
the prior year period, while during the three months ended

10



---



##### 



September 30, 2002, the Company received
$5.6 million from the sale of a land parcel located in Naples,
Florida.


Additionally, capital expenditures totaled $11.3
million and $22.9 million for the three months ended
September 30, 2002 and 2001, respectively. During the three
months ended September 30, 2002, the Company commenced work
on a comprehensive room renovation at the Registry Resort
covering 395 guestrooms, which is expected to include all new
furnishings and new five fixture bathrooms. The Company is also
renovating approximately 60 guest suites at the Edgewater Beach
Hotel. During the three months ended September 30, 2001,
the Company continued construction on various projects at the
Boca Raton Resort & Club including the new Yacht Club, as
well as, a new 50,000 square foot state-of-the-art spa complex
and a new golf clubhouse with casual restaurant.

The change in restricted cash was not material
from June 30, 2002 to September 30, 2002. 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 was subsequently released in January 2002.

Cash Provided by
(Used in) Financing Activities

Net cash provided by financing activities totaled
$298,000 for the three months ended September 30, 2002,
compared to net cash used in financing activities of $50.1
million for the three months ended September 30, 2001 and
primarily includes the repurchase of $50.0 million principal
amount of 9.875% senior subordinated notes.

Capital
Resources

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

As of September 30, 2002, the Company had
$22.2 million outstanding under its revolving credit line (which
matures on October 31, 2003) and had $92.0 million in
immediate availability. As a result of the current availability
under this credit line, combined with cash on hand, management
believes the Company has sufficient funds to continue its
capital enhancement plans during fiscal 2003 and support
on-going operations, including meeting debt service obligations
as they come due.

Financial Condition

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

Accounts
Receivable

Accounts receivable decreased to $18.1 million at
September 30, 2002, from $21.6 million at June 30,
2002. It is customary for the Companys trade receivables
to be lowest following the September 30 operating quarter
as a result of the seasonality of its business.

Property and
Equipment

Property and equipment decreased to $818.0
million at September 30, 2002, from $822.6 million at
June 30, 2002. The decrease in property and equipment is
primarily due to the sale of a land parcel located in Naples,
Florida in August 2002, as well as, the result of recording
periodic depreciation expense.

11



---



##### 



Accounts Payable
and Accrued Expenses

Accounts payable and accrued expenses increased
to $32.5 million at September 30, 2002, from $30.2 million
at June 30, 2002. The increase was primarily due to higher
accrued interest on the Companys 9.875% senior
subordinated notes. Interest on the notes is paid semi-annually
on October 15 and April 15. At September 30,
2002, the accrual for interest totaled $8.9 million (and
represented interest for 168 days on $192.9 million
outstanding notes). At June 30, 2002, the accrual for
interest totaled $4.0 million (and represented interest for
76 days on $192.9 million outstanding notes). The $4.9
million increase in accrued interest from June 30, 2002 to
September 30, 2002 was offset by a $2.9 million decrease in
accrued legal settlements as certain litigation retained in
connection with the Arizona Biltmore Resort & Spa was
settled and paid in July 2002.

Current Portion
of Deferred Revenue and Advance Deposits

Current portion of deferred revenue and advance
deposits increased to $33.3 million at September 30, 2002,
from $22.4 million at June 30, 2002. 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.

Working
Capital

Current liabilities exceeded current assets by
$25.9 million and $16.2 million at September 30, 2002 and
June 30, 2002, respectively. The ratio of current
liabilities to current assets is not indicative of a lack of
liquidity as the Company maintains a revolving credit line that
represents an additional and immediate potential source of
liquidity. See Capital Resources.

Forward-Looking Statements

Some of the information in this report may
contain forward-looking statements. These statements discuss
future expectations, contain projections of results of
operations or of financial position, or state other
forward-looking information. When considering such
forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in this report. The risk
factors include certain known and unknown risks and
uncertainties, and could cause the Companys actual results
to differ materially from those contained in any forward looking
statement.

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

12



---



##### 



Item 3.     Quantitative
and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4.     Controls
and Procedures

Within the 90 days prior to the date of this
report, the Company carried out an evaluation, under the
supervision and with the participation of the Companys
management, including the Companys chairman of the board
(the Companys principal executive officer) and chief
financial officer, of the effectiveness of the design and
operation of the Companys disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon
that evaluation, the chairman and chief financial officer
concluded that the Companys disclosure controls and
procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated
subsidiaries) required to be included in the Companys
periodic Securities and Exchange Commission filings.

There have been no significant changes in the
Companys internal controls or in other factors, which
could significantly affect internal controls subsequent to the
date the Company carried out its evaluation.

13



---



##### 



PART II  OTHER
INFORMATION

Item 1.     Legal
Proceedings

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

Item 2.     Changes
in Securities and Use of Proceeds

None.

Item 3.     Defaults
Upon Senior Securities

None.

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

None.

Item 5.     Other
Information

None.

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

(a) Exhibits

|         |      |  |  |                        |   |  |  |                                                                                                                                                                            
|-------- | ---- |  |  | ---------------------- | - |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |      |  |  | Description Of Exhibit
|         |      |  |  |                       
|         | 10.7 |  |  |                        |  |  |  | Amended Management Agreement by and between the
    Company and Huizenga Holdings, Inc.                                                                                    
|        
|         | 99.1 |  |  |                        |  |  |  | Certification of Chief Executive Officer and
    Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
    as added by Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports
on Form 8-K

None.

14



---



##### 



SIGNATURES

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

|                        |  |                                                                                                                                
|----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|                        |  | BOCA RESORTS, INC.                                                                                                             
|                       
|Date: November 14, 2002 |  | By: /s/ WAYNE MOORWayne Moor
    Senior Vice President, Treasurer and Chief Financial Officer
    (Principal Financial Officer)
|                       
|                        |  | By: /s/ STEVEN M. DAURIASteven M. Dauria
    Vice President and Corporate Controller
    (Principal Accounting Officer)        

15



---



##### 



SECTION 302 CERTIFICATIONS

I, H. Wayne Huizenga, certify that:

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

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

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

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



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

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



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

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

|                        |  |                                                                                                                                            
|----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Date: November 14, 2002 |  | /s/ H. WAYNE HUIZENGA
    -----------------------------------------------------
    Chairman of the Board
    (Principal Executive Officer)

16



---



##### 



SECTION 302 CERTIFICATIONS CONTINUED

I, Wayne Moor, certify that:

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

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

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

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



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

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



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

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

|                        |  |                                                                                                                                          
|----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Date: November 14, 2002 |  | /s/ WAYNE MOOR
    -----------------------------------------------------
    Senior Vice President, Treasurer and Chief Financial Officer

17