##### 









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
	December 31, 2001                                        
|           |  | OR                                                                                       
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
	15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|           |  | For the transition period
	from                           to                             

Commission file number: 1-13173

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 February 8, 2002, there were 39,446,610 shares of
Class A Common Stock, $.01 par value per share, and 255,000
shares of Class B Common Stock, $.01 par value per share,
outstanding.



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---



##### 



Part I  Financial Information

Item 1.     Financial
Statements

BOCA RESORTS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


|                                                         |                                                                                                                                                                                         |                                            |         |          |         |  |         |         |         | 
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------- |  | ------- | ------- | ------- | 
|                                                         |                                                                                                                                                                                         | December 31,                               |         | June 30,
|                                                         |                                                                                                                                                                                         | 2001                                       |         | 2001    
|                                                         |                                                                                                                                                                                         |                                            |         |         
|ASSETS                                                   |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                        
|                                                        
|                                                        
|                                                        
|Current assets:                                          |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Cash and cash equivalents                                                                                                                                                               |                                            | $       | 5,659    |         |  | $       | 9,909   |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Restricted cash                                                                                                                                                                         |                                            |         | 625      |         |  |         | 500     |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Accounts receivable, net                                                                                                                                                                |                                            |         | 19,482   |         |  |         | 23,415  |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Inventory                                                                                                                                                                               |                                            |         | 7,614    |         |  |         | 7,232   |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Current portion of Premier Club notes receivable                                                                                                                                        |                                            |         | 3,621    |         |  |         | 4,009   |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Other current assets                                                                                                                                                                    |                                            |         | 15,371   |         |  |         | 6,003   |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Net assets of discontinued operations                                                                                                                                                   |                                            |         |         |         |  |         | 45,711  |        
|                                                         |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                         | Total current assets                       |         |          | 52,372  |  |         |         | 96,779  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Property and equipment, net                              |                                                                                                                                                                                         |                                            | 823,482 |          |         |  | 792,094 |        
|                                                        
|                                                        
|                                                        
|                                                        
|Intangible assets, net                                   |                                                                                                                                                                                         |                                            | 34,504  |          |         |  | 34,518  |        
|                                                        
|                                                        
|                                                        
|                                                        
|Long-term portion of Premier Club notes
	receivable, net |                                                                                                                                                                                         |                                            | 7,888   |          |         |  | 8,224   |        
|                                                        
|                                                        
|                                                        
|                                                        
|Other assets                                             |                                                                                                                                                                                         |                                            | 14,073  |          |         |  | 14,517  |        
|                                                         |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                         | Total assets                               |         | $        | 932,319 |  |         | $       | 946,132 | 
|                                                         |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                        
|LIABILITIES AND SHAREHOLDERS
	EQUITY                    |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                        
|                                                        
|                                                        
|                                                        
|Current liabilities:                                     |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Accounts payable and accrued expenses                                                                                                                                                   |                                            | $       | 24,886   |         |  | $       | 32,402  |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Current portion of deferred revenue and advance
	deposits                                                                                                                               |                                            |         | 30,721   |         |  |         | 18,683  |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Net liabilities of discontinued operations                                                                                                                                              |                                            |         | 14,099   |         |  |         |        |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Current portion of credit lines and notes payable                                                                                                                                       |                                            |         | 218      |         |  |         | 209     |        
|                                                         |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                         | Total current liabilities                  |         |          | 69,924  |  |         |         | 51,294  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Credit lines and notes payable                           |                                                                                                                                                                                         |                                            | 24,714  |          |         |  | 342     |        
|                                                        
|                                                        
|                                                        
|                                                        
|Deferred revenue, net of current portion                 |                                                                                                                                                                                         |                                            | 38,242  |          |         |  | 35,479  |        
|                                                        
|                                                        
|                                                        
|                                                        
|Other liabilities                                        |                                                                                                                                                                                         |                                            | 10,263  |          |         |  | 10,160  |        
|                                                        
|                                                        
|                                                        
|                                                        
|Deferred income taxes                                    |                                                                                                                                                                                         |                                            | 22,445  |          |         |  | 32,436  |        
|                                                        
|                                                        
|                                                        
|                                                        
|Senior subordinated notes payable                        |                                                                                                                                                                                         |                                            | 215,960 |          |         |  | 272,960 |        
|                                                        
|                                                        
|                                                        
|                                                        
|Premier Club refundable membership fees                  |                                                                                                                                                                                         |                                            | 57,345  |          |         |  | 57,818  |        
|                                                        
|                                                        
|                                                        
|                                                        
|Commitments and contingencies Shareholders
	equity:     |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Class A Common Stock, $.01 par value,
	100,000,000 shares authorized and 39,446,610 and 39,621,027
	shares issued and outstanding at December 31, 2001 and
	June 30, 2001, respectively |                                            |         | 394      |         |  |         | 396     |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Class B Common Stock, $.01 par value,
	10,000,000 shares authorized and 255,000 shares issued and
	outstanding at December 31, 2001 and June 30, 2001.                                  |                                            |         | 3        |         |  |         | 3       |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Contributed capital                                                                                                                                                                     |                                            |         | 462,935  |         |  |         | 464,626 |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Retained earnings                                                                                                                                                                       |                                            |         | 30,094   |         |  |         | 20,618  |        
|                                                         |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                         | Total shareholders equity                 |         |          | 493,426 |  |         |         | 485,643 | 
|                                                         |                                                                                                                                                                                         |                                            |         |          |         |  |         |        
|                                                         |                                                                                                                                                                                         | Total liabilities and shareholders equity |         | $        | 932,319 |  |         | $       | 946,132 | 
|                                                         |                                                                                                                                                                                         |                                            |         |          |         |  |         |        

See accompanying notes to consolidated financial statements.

2



---



##### 



BOCA RESORTS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended December 31


(In thousands, except per share data)


|                                                                           |                                              |                          |        |        |        |   |         |        |        | 
|-------------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------ | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                           |                                              | 2001                     |        | 2000  
|                                                                           |                                              |                          |        |       
|Leisure and recreation revenue                                             |                                              | $                        | 57,782 |        |        | $ | 95,545  |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Operating expenses:                                                        |                                              |                          |        |        |        |   |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Cost of leisure and recreation services      |                          |        | 27,892 |        |   |         | 41,698 |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Selling, general and administrative expenses |                          |        | 20,848 |        |   |         | 25,609 |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Amortization and depreciation                |                          |        | 8,518  |        |   |         | 9,621  |       
|                                                                           |                                              |                          |        |        |        |   |         |       
|                                                                           |                                              | Total operating expenses |        |        | 57,258 |   |         |        | 76,928 | 
|                                                                           |                                              |                          |        |        |        |   |         |       
|Operating income                                                           |                                              |                          | 524    |        |        |   | 18,617  |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Interest and other income                                                  |                                              |                          | 267    |        |        |   | 1,193   |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Interest and other expense                                                 |                                              |                          | (5,158 | )      |        |   | (13,811 | )     
|                                                                           |                                              |                          |        |        |        |   |         |       
|Income (loss) from continuing operations
	before income taxes              |                                              |                          | (4,367 | )      |        |   | 5,999   |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Benefit for income taxes                                                   |                                              |                          | 1,747  |        |        |   |        |       
|                                                                           |                                              |                          |        |        |        |   |         |       
|Income (loss) from continuing operations                                   |                                              |                          | (2,620 | )      |        |   | 5,999   |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Loss from discontinued operations, net of income
	tax benefit              |                                              |                          |       |        |        |   | (4,566  | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Extraordinary loss on early retirement of debt,
	net of income tax benefit |                                              |                          | (119   | )      |        |   |        |       
|                                                                           |                                              |                          |        |        |        |   |         |       
|Net income (loss)                                                          |                                              | $                        | (2,739 | )      |        | $ | 1,433   |       
|                                                                           |                                              |                          |        |        |        |   |         |       
|Income (loss) per share from continuing
	operations                        |                                              | $                        | (0.07  | )      |        | $ | 0.14    |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Loss per share from discontinued operations                                |                                              |                          |       |        |        |   | (0.11   | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Loss per share from extraordinary item                                     |                                              |                          |       |        |        |   |        |       
|                                                                           |                                              |                          |        |        |        |   |         |       
|Net income (loss) per share  basic and
	diluted                           |                                              | $                        | (0.07  | )      |        | $ | 0.03    |       
|                                                                           |                                              |                          |        |        |        |   |         |       
|Shares used in computing income (loss) per
	share  basic                  |                                              |                          | 39,702 |        |        |   | 40,869  |       
|                                                                           |                                              |                          |        |        |        |   |         |       
|Shares used in computing income (loss) per
	share  diluted                |                                              |                          | 39,702 |        |        |   | 41,861  |       
|                                                                           |                                              |                          |        |        |        |   |         |       

See accompanying notes to consolidated financial statements.

3



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##### 



BOCA RESORTS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended December 31


(In thousands, except per share data)


|                                                                           |                                              |                          |         |        |         |   |         |        |         | 
|-------------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | ------ | ------- | - | ------- | ------ | ------- | 
|                                                                           |                                              | 2001                     |         | 2000  
|                                                                           |                                              |                          |         |       
|Leisure and recreation revenue                                             |                                              | $                        | 97,302  |        |         | $ | 155,130 |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Operating expenses:                                                        |                                              |                          |         |        |         |   |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Cost of leisure and recreation services      |                          |         | 51,938 |         |   |         | 74,617 |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Selling, general and administrative expenses |                          |         | 40,148 |         |   |         | 50,142 |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Amortization and depreciation                |                          |         | 16,228 |         |   |         | 19,254 |        
|                                                                           |                                              |                          |         |        |         |   |         |       
|                                                                           |                                              | Total operating expenses |         |        | 108,314 |   |         |        | 144,013 | 
|                                                                           |                                              |                          |         |        |         |   |         |       
|Operating income (loss)                                                    |                                              |                          | (11,012 | )      |         |   | 11,117  |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Interest and other income                                                  |                                              |                          | 984     |        |         |   | 1,485   |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Interest and other expense                                                 |                                              |                          | (12,112 | )      |         |   | (27,951 | )     
|                                                                           |                                              |                          |         |        |         |   |         |       
|Loss from continuing operations before income
	taxes                       |                                              |                          | (22,140 | )      |         |   | (15,349 | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Benefit for income taxes                                                   |                                              |                          | 8,856   |        |         |   |        |       
|                                                                           |                                              |                          |         |        |         |   |         |       
|Loss from continuing operations                                            |                                              |                          | (13,284 | )      |         |   | (15,349 | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Loss from discontinued operations, net of income
	tax benefit              |                                              |                          |        |        |         |   | (10,802 | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Gain on disposition of discontinued operations,
	net of income taxes       |                                              |                          | 23,728  |        |         |   |        |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Extraordinary loss on early retirement of debt,
	net of income tax benefit |                                              |                          | (968    | )      |         |   |        |       
|                                                                           |                                              |                          |         |        |         |   |         |       
|Net income (loss)                                                          |                                              | $                        | 9,476   |        |         | $ | (26,151 | )     
|                                                                           |                                              |                          |         |        |         |   |         |       
|Loss per share from continuing operations                                  |                                              | $                        | (0.33   | )      |         | $ | (0.38   | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Income (loss) per share from discontinued
	operations                      |                                              |                          | 0.60    |        |         |   | (0.26   | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Loss per share from extraordinary item                                     |                                              |                          | (0.02   | )      |         |   |        |       
|                                                                           |                                              |                          |         |        |         |   |         |       
|Net income (loss) per share  basic and
	diluted                           |                                              | $                        | 0.24    |        |         | $ | (0.64   | )     
|                                                                           |                                              |                          |         |        |         |   |         |       
|Shares used in computing income (loss) per
	share  basic                  |                                              |                          | 39,821  |        |         |   | 40,869  |       
|                                                                           |                                              |                          |         |        |         |   |         |       
|Shares used in computing income (loss) per
	share  diluted                |                                              |                          | 39,821  |        |         |   | 40,869  |       
|                                                                           |                                              |                          |         |        |         |   |         |       

See accompanying notes to consolidated financial statements.

4



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##### 



BOCA RESORTS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended December 31


(In thousands)


|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |         |        |         |  
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ----------------------------------------- | ------- | ------- | ------- | ------- | ------- | ------ | ------- | -
|                                                  |                                                                                                                                                   | 2001                                                                 |                                           | 2000   
|                                                  |                                                                                                                                                   |                                                                      |                                           |        
|Operating activities:                             |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net income (loss)                                                                                                                                 |                                                                      | $                                         | 9,476   |         |         | $       | (26,151 | )     
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Extraordinary loss on early extinguishment of
	debt, net of benefit for income taxes                                                              |                                                                      |                                           | 968     |         |         |         |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Adjustments to reconcile income
	(loss) before extraordinary loss, net of benefit for income
	taxes to net cash provided by operating activities: |                                                                      |                                           |         |         |         |         |         |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Amortization and depreciation                                        |                                           |         | 16,228  |         |         |         | 19,254 |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Imputed interest on indebtedness with no stated
	rate                |                                           |         |        |         |         |         | 490    |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Loss from discontinued operations, net of benefit
	for income taxes  |                                           |         |        |         |         |         | 10,802 |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Gain on disposition of discontinued operations,
	net of income taxes |                                           |         | (23,728 | )       |         |         |       |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Changes in operating assets and liabilities:                                                                                                      |                                                                      |                                           |         |         |         |         |         |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Accounts receivable                                                  |                                           |         | 3,933   |         |         |         | (6,493 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Other assets                                                         |                                           |         | 890     |         |         |         | (1,398 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Accounts payable and accrued expenses                                |                                           |         | (4,231  | )       |         |         | (277   | )      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Deferred revenue and other liabilities                               |                                           |         | 5,162   |         |         |         | 17,293 |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                                                                                   | Net assets from discontinued operations                              |                                           |         |        |         |         |         | 10,928 |        
|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|                                                  |                                                                                                                                                   |                                                                      | Net cash provided by operating activities |         |         | 8,698   |         |         |        | 24,448  |  
|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|Investing activities:                             |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net proceeds from the disposition of discontinued
	operations                                                                                     |                                                                      |                                           | 72,380  |         |         |         |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net proceeds from the disposition of the Arizona
	Biltmore Resort & Spa                                                                           |                                                                      |                                           |        |         |         |         | 279,925 |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Capital expenditures                                                                                                                              |                                                                      |                                           | (50,809 | )       |         |         | (36,435 | )     
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Change in restricted cash                                                                                                                         |                                                                      |                                           | (125    | )       |         |         | (12,154 | )     
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash provided by investing activities from
	discontinued operations                                                                               |                                                                      |                                           |        |         |         |         | 496     |       
|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|                                                  |                                                                                                                                                   |                                                                      | Net cash provided by investing activities |         |         | 21,446  |         |         |        | 231,832 |  
|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|Financing activities:                             |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Borrowings under credit facilities                                                                                                                |                                                                      |                                           | 24,500  |         |         |         | 38,430  |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Payments under long-term debt agreements and
	credit facilities                                                                                   |                                                                      |                                           | (119    | )       |         |         | (95,427 | )     
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Repurchases of 9.875% senior subordinated notes
	payable                                                                                          |                                                                      |                                           | (57,000 | )       |         |         |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Repurchases of common stock                                                                                                                       |                                                                      |                                           | (2,305  | )       |         |         |        |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from exercise of stock options                                                                                                           |                                                                      |                                           | 530     |         |         |         | 145     |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash used in financing activities from
	discontinued operations                                                                                   |                                                                      |                                           |        |         |         |         | (2,500  | )     
|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|                                                  |                                                                                                                                                   |                                                                      | Net cash used in financing activities     |         |         | (34,394 | )       |         |        | (59,352 | )
|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|Cash provided by (used in) continuing operations  |                                                                                                                                                   |                                                                      | (76,630                                   | )       |         |         | 177,202 |        
|                                                 
|                                                 
|                                                 
|                                                 
|Cash provided by discontinued operations          |                                                                                                                                                   |                                                                      | 72,380                                    |         |         |         | 19,726  |        
|                                                 
|                                                 
|                                                 
|                                                 
|Cash and cash equivalents, at beginning of period |                                                                                                                                                   |                                                                      | 9,909                                     |         |         |         | 7,796   |        
|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        
|Cash and cash equivalents, at end of period       |                                                                                                                                                   | $                                                                    | 5,659                                     |         |         | $       | 204,724 |        
|                                                  |                                                                                                                                                   |                                                                      |                                           |         |         |         |         |        

See acompanying notes to consolidated financial statements.

5



---



##### 



BOCA RESORTS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

1. Basis of Presentation

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

In the opinion of management, the financial information
furnished in this report reflects all material adjustments
(including normal recurring accruals) necessary for a fair
presentation of the results for the interim periods presented.
The results of operations for the three and six months ended
December 31, 2001 are not necessarily indicative of the
results to be expected for the entire year primarily due to
seasonal variations and because the six months ended
December 31, 2001 includes a non-recurring gain on the
disposition of the entertainment and sports business. See Notes
2 and 6. All significant intercompany accounts have been
eliminated.

2. Nature of Operations

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

On July 25, 2001, the Company sold its entertainment and
sports business, which primarily consisted of the operations of
the Florida Panthers Hockey Club and related arena management
operations. Accordingly, the Companys entertainment and
sports business has been accounted for as discontinued
operations and the accompanying Consolidated Financial
Statements presented herein have been restated to report
separately the net assets or liabilities and operating results
of this discontinued operation. See Note 6.

3. Earnings Per Common Share

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

|                                            |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|------------------------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  |  | ------ |  |  |  | ------ | 
|                                            |  |                    |        |                 
|                                            |  | Three Months Ended |        | Six Months Ended
|                                            |  | December 31,       |        | December 31,    
|                                            |  |                    |        |                 
|                                            |  | 2001               |        | 2000             |  | 2001 |        | 2000
|                                            |  |                    |        |                  |  |      |        |     
|                                            |  |                   
|                                            |  | (In Thousands)    
|                                           
|                                           
|                                           
|                                           
|Basic weighted average shares outstanding   |  |                    | 39,702 |                  |  |      | 40,869 |      |  |  | 39,821 |  |  |  | 40,869 | 
|                                           
|                                           
|                                           
|                                           
|Stock options                               |  |                    |       |                  |  |      | 992    |      |  |  |       |  |  |  |       | 
|                                            |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|Diluted weighted average shares outstanding |  |                    | 39,702 |                  |  |      | 41,861 |      |  |  | 39,821 |  |  |  | 40,869 | 
|                                            |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 

Options to purchase 6.6 million and 6.2 million shares of common
stock were outstanding at the end of December 31, 2001 and
2000, respectively, but were not included in the computation of
earnings per share because the Company reported a loss from
continuing operations during the periods or because the
options exercise price was greater than the average market
price of the common stock and, therefore, the effect would be
antidilutive.

4. Income Taxes

The Company recorded a benefit for income taxes from continuing
operations in the amount of $1.7 million during the three months
ended December 31, 2001 and $8.9 million during the six
months ended

6



---



##### 



BOCA RESORTS, INC.


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

December 31, 2001. No benefit for income taxes was recorded
during the three and six months ended December 31, 2000 due
to an offsetting increase in the Companys valuation
allowance. Realization of future tax benefits related to
deferred tax assets is dependent on many factors, including the
Companys ability to generate future taxable income. The
valuation allowance is adjusted in the period management
determines it is more likely than not that deferred tax assets
will or will not be realized. The Company continued to maintain
a valuation allowance at December 31, 2000 because
management believed the Companys ability to generate
future taxable income and realize the deferred tax asset was not
more likely than not due to the volatility of the
entertainment and sports business. This business was
subsequently sold and, therefore, the valuation allowance was
released during the three months ended June 30, 2001.

5. Supplemental Cash Flow Information

Non-cash investing activities supplemental to the Consolidated
Statements of Cash Flows include an $11.3 million note
receivable, which was a component of the consideration paid by
the purchasers of the entertainment and sports business. Such
note was paid in January 2002. See Note 6.

6. Sale of Entertainment and Sports Business

On July 25, 2001 the Company sold its entertainment and
sports business. The selling price for the business, which
incorporated certain working capital adjustments, consisted of
$83.5 million in cash, an $11.3 million secured promissory note
(which was paid January 25, 2002) and the assumption by the
purchasers of certain off-balance sheet contingencies including
a $10 million construction obligation secured by a performance
bond. The net proceeds from the sale of the business after
payment of disposal costs and income taxes is expected to
approach $70.0 million and the gain on disposition was $23.7
million. Net liabilities from discontinued operations included
in the accompanying Consolidated Balance Sheet in the amount of
$14.1 million at December 31, 2001 represents estimated
income taxes payable associated with the gain on the sale and
other disposal costs.

7. Sale of Arizona Biltmore Resort & Spa

On December 22, 2000, the Company executed a definitive
agreement and closed on the sale of the Arizona Biltmore Resort
& Spa for $335.0 million, plus certain working capital
adjustments. Upon the sale, the Company remained contingently
liable for certain litigation relating to the property. Based on
discussions and a settlement offer made subsequent to
December 31, 2001, which has been accepted by one plaintiff
but remains subject to the approval of a second plaintiff, the
Company estimates that losses from the ultimate resolution of
this litigation will approximate $2.9 million.

8. Recently Implemented Accounting Standards

On July 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets which states, among other things, that
goodwill is no longer subject to amortization over its estimated
useful life. Under the statement, the Company was required to
complete the goodwill transition impairment test by
December 31, 2001, which resulted in no impairment charge.
As a result of the adoption of the provisions of this statement,
amortization expense for the six months ended December 31,
2001 was $468,000 less than during the three months ended
December 31, 2000.

9. Comprehensive Income (Loss)

Comprehensive income (loss) was the same as net income
(loss) for the three and six months ended December 31,
2001 and 2000.

7



---



##### 



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,
2001.

Business Philosophy

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

Seasonality

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

Events of September 11

On September 11, 2001, there were terrorist attacks on New
Yorks World Trade Center towers and on the Pentagon. In
the months immediately following the September 11 attacks,
the Companys results of operations were adversely affected
by travel disruption and short-term cancellation of group
bookings at its properties. While management believes the next
several quarters will be challenging, the Companys resorts
have experienced a significant rebound in demand during January
and management is optimistic that business will return to more
normal levels as the Company approaches the close of its fiscal
year on June 30.

8



---



##### 



RESULTS OF OPERATIONS  COMPARISON TO PRIOR YEAR
HISTORICAL

The accompanying table for the three and six months ended
December 31 (expressed in 000s) is set forth on a
historical basis which includes operating results from the
Arizona Biltmore Resort & Spa (sold in December 2000) and
the entertainment and sports business (presented as a
discontinued operation and sold in July 2001) during the prior
year.

|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |        |        |         | 
|-------------------------------------------------------------------------- | --------------------------------------------- | ---------------------- | ----------------------------- | ---------- | ------ | ------ | ------- | ------ | ------ | ------ | ------- | ------ | ------ | ------- | ------- | ------ | ------ | ------- | 
|                                                                           |                                               |                        |                               |           
|                                                                           |                                               | Three Months           |                               | Six Months
|                                                                           |                                               |                        |                               |           
|                                                                           |                                               | 2001                   |                               | 2000       |        | 2001   |         | 2000  
|                                                                           |                                               |                        |                               |            |        |        |         |       
|Leisure and recreation revenue                                             |                                               | $                      | 57,782                        |            |        | $      | 95,545  |        |        | $      | 97,302  |        |        | $       | 155,130 |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Operating expenses:                                                        |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Cost of leisure and recreation services       |                        |                               | 27,892     |        |        |         | 41,698 |        |        |         | 51,938 |        |         |         | 74,617 |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Selling, general and administrative expenses: |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |        |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Leisure and recreation |                               |            | 18,552 |        |         |        | 22,729 |        |         |        | 36,313 |         |         |        | 45,348 |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Corporate              |                               |            | 2,296  |        |         |        | 2,880  |        |         |        | 3,835  |         |         |        | 4,794  |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Amortization and depreciation:                |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |        |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Leisure and recreation |                               |            | 8,457  |        |         |        | 9,546  |        |         |        | 16,100 |         |         |        | 19,104 |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Corporate              |                               |            | 61     |        |         |        | 75     |        |         |        | 128    |         |         |        | 150    |        
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                           |                                               |                        | Total operating expenses      |            |        | 57,258 |         |        |        | 76,928 |         |        |        | 108,314 |         |        |        | 144,013 | 
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                           | Operating income (loss):                      |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |        |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Leisure and recreation |                               |            | 2,881  |        |         |        | 21,572 |        |         |        | (7,049 | )       |         |        | 16,061 |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Corporate              |                               |            | (2,357 | )      |         |        | (2,955 | )      |         |        | (3,963 | )       |         |        | (4,944 | )      
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                           |                                               |                        | Total operating income (loss) |            |        | 524    |         |        |        | 18,617 |         |        |        | (11,012 | )       |        |        | 11,117  | 
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Interest and other income                                                  |                                               |                        | 267                           |            |        |        | 1,193   |        |        |        | 984     |        |        |         | 1,485   |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Interest and other expense                                                 |                                               |                        | (5,158                        | )          |        |        | (13,811 | )      |        |        | (12,112 | )      |        |         | (27,951 | )     
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|Income (loss) from continuing operations
	before income taxes              |                                               |                        | (4,367                        | )          |        |        | 5,999   |        |        |        | (22,140 | )      |        |         | (15,349 | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Benefit for income taxes                                                   |                                               |                        | 1,747                         |            |        |        |        |        |        |        | 8,856   |        |        |         |        |       
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|Income (loss) from continuing operations                                   |                                               |                        | (2,620                        | )          |        |        | 5,999   |        |        |        | (13,284 | )      |        |         | (15,349 | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Loss from discontinued operations, net of income
	tax benefit              |                                               |                        |                              |            |        |        | (4,566  | )      |        |        |        |        |        |         | (10,802 | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Gain on disposition of discontinued operations,
	net of income taxes       |                                               |                        |                              |            |        |        |        |        |        |        | 23,728  |        |        |         |        |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Extraordinary loss on early retirement of debt,
	net of income tax benefit |                                               |                        | (119                          | )          |        |        |        |        |        |        | (968    | )      |        |         |        |       
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|Net income (loss)                                                          |                                               | $                      | (2,739                        | )          |        | $      | 1,433   |        |        | $      | 9,476   |        |        | $       | (26,151 | )     
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|Cash flow from operating, investing and financing
	activities              |                                               | $                      | (16,644                       | )          |        | $      | 192,874 |        |        | $      | (4,250  | )      |        | $       | 196,928 |       
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|EBITDA (loss):                                                             |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Leisure and recreation |                               | $          | 11,338 |        |         | $      | 31,118 |        |         | $      | 9,051  |         |         | $      | 35,165 |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Corporate              |                               |            | (2,296 | )      |         |        | (2,880 | )      |         |        | (3,835 | )       |         |        | (4,794 | )      
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                           |                                               |                        | Total                         |            | $      | 9,042  |         |        | $      | 28,238 |         |        | $      | 5,216   |         |        | $      | 30,371  | 
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|Adjusted EBITDA (loss):                                                    |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Leisure and recreation |                               | $          | 13,353 |        |         | $      | 33,757 |        |         | $      | 11,649 |         |         | $      | 40,394 |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                               | Corporate              |                               |            | (2,296 | )      |         |        | (2,880 | )      |         |        | (3,835 | )       |         |        | (4,794 | )      
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       
|                                                                           |                                               |                        | Total                         |            | $      | 11,057 |         |        | $      | 30,877 |         |        | $      | 7,814   |         |        | $      | 35,600  | 
|                                                                           |                                               |                        |                               |            |        |        |         |        |        |        |         |        |        |         |         |       

The Company reported a loss from continuing operations before
income taxes in the amount of $4.4 million for the three months
ended December 31, 2001, compared to income from continuing
operations before income taxes of $6.0 million in the year ago
period. The decrease in operating results during the three

9



---



##### 





The Company reported a loss from continuing operations before
income taxes in the amount of $22.1 million and $15.3 million
for the six months ended December 31, 2001 and 2000,
respectively. While operating results during the six months
ended December 31, 2001 did not include $5.6 million in
income from the Arizona Biltmore Resort & Spa, this adverse
impact was more than offset by lower interest expense arising
from a reduction in debt with the proceeds from such sale.
Revenue for the six months ended December 31, 2001
decreased 37%, to $97.3 million, down from $155.1 million for
the six months ended December 31, 2000, which included $39.9
million in revenue from the Arizona Biltmore Resort & Spa.

The Company recorded a benefit for income taxes from continuing
operations in the amount of $1.7 million during the three months
ended December 31, 2001 and $8.9 million during the six
months ended December 31, 2001. No benefit for income taxes
was recorded during the three and six months ended
December 31, 2000 due to an offsetting change in the
Companys valuation allowance. Realization of future tax
benefits related to deferred tax assets is dependent on many
factors, including the Companys ability to generate future
taxable income. The valuation allowance is adjusted in the
period management determines it is more likely than not that
deferred tax assets will or will not be realized. The Company
continued to maintain a valuation allowance at December 31,
2000 because management believed the Companys ability to
generate future taxable income and realize the deferred tax
asset was not more likely than not due to the
volatility of the entertainment and sports business. This
business was subsequently sold, and therefore the valuation
allowance was released.

The Company recorded an extraordinary loss (net of a benefit for
income taxes) relating to the repurchase of senior subordinated
notes payable during the three and six months ended
December 31, 2001. The extraordinary loss substantially
represents the non-cash charge-off of a pro rata portion of the
debt issuance costs previously capitalized when the notes were
issued.

The Company sold the entertainment and sports business (which
has been classified as a discontinued operation) in July 2001
and recorded a gain on the disposition totaling $23.7 million
during the six months ended December 31, 2001. The Company
incurred a loss from discontinued operations totaling $4.6
million during the three months ended December 31, 2000 and
$10.8 million during the six months ended December 31, 2000.

10



---



##### 



RESULTS OF OPERATIONS  COMPARISON TO PRIOR YEAR
PRO FORMA

The accompanying table for the three and six months ended
December 31 (expressed in 000s) and related
discussion is set forth on a pro forma basis for the prior year,
which excludes the operating results from the Arizona Biltmore
Resort & Spa, which was sold in December 2000 and gives
effect to the application of the related proceeds as if such
asset was sold at the beginning of the period. Management
believes the pro forma information, which is supplemental to the
historical discussion, provides readers with a meaningful same
store comparison of the periods presented.

|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |        |        |         | 
|------------------------------------------------------------- | --------------------------------------------- | ---------------------- | ----------------------------- | ---------- | ------ | ------ | ------ | ------ | ------ | ------ | ------- | ------ | ------ | ------- | ------- | ------ | ------ | ------- | 
|                                                              |                                               |                        |                               |           
|                                                              |                                               | Three Months           |                               | Six Months
|                                                              |                                               |                        |                               |           
|                                                              |                                               | 2001                   |                               | 2000       |        | 2001   |        | 2000  
|                                                              |                                               |                        |                               |            |        |        |        |       
|Leisure and recreation revenue                                |                                               | $                      | 57,782                        |            |        | $      | 70,183 |        |        | $      | 97,302  |        |        | $       | 115,274 |       
|                                                             
|                                                             
|                                                             
|                                                             
|Operating expenses:                                           |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Cost of leisure and recreation services       |                        |                               | 27,892     |        |        |        | 32,193 |        |        |         | 51,938 |        |         |         | 57,943 |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Selling, general and administrative expenses: |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |        |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Leisure and recreation |                               |            | 18,552 |        |        |        | 17,335 |        |         |        | 36,313 |         |         |        | 35,132 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Corporate              |                               |            | 2,296  |        |        |        | 2,626  |        |         |        | 3,835  |         |         |        | 4,395  |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Amortization and depreciation:                |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |        |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Leisure and recreation |                               |            | 8,457  |        |        |        | 7,414  |        |         |        | 16,100 |         |         |        | 14,583 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Corporate              |                               |            | 61     |        |        |        | 75     |        |         |        | 128    |         |         |        | 150    |        
|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|                                                              |                                               |                        | Total operating expenses      |            |        | 57,258 |        |        |        | 59,643 |         |        |        | 108,314 |         |        |        | 112,203 | 
|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|                                                              | Operating income (loss):                      |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |        |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Leisure and recreation |                               |            | 2,881  |        |        |        | 13,241 |        |         |        | (7,049 | )       |         |        | 7,616  |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Corporate              |                               |            | (2,357 | )      |        |        | (2,701 | )      |         |        | (3,963 | )       |         |        | (4,545 | )      
|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|                                                              |                                               |                        | Total operating income (loss) |            |        | 524    |        |        |        | 10,540 |         |        |        | (11,012 | )       |        |        | 3,071   | 
|                                                             
|                                                             
|                                                             
|                                                             
|Interest and other income                                     |                                               |                        | 267                           |            |        |        | 204    |        |        |        | 984     |        |        |         | 899     |       
|                                                             
|                                                             
|                                                             
|                                                             
|Interest and other expense                                    |                                               |                        | (5,158                        | )          |        |        | (5,879 | )      |        |        | (12,112 | )      |        |         | (13,456 | )     
|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|Income (loss) from continuing operations
	before income taxes |                                               | $                      | (4,367                        | )          |        | $      | 4,865  |        |        | $      | (22,140 | )      |        | $       | (9,486  | )     
|                                                             
|                                                             
|                                                             
|                                                             
|EBITDA (loss):                                                |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Leisure and recreation |                               | $          | 11,338 |        |        | $      | 20,655 |        |         | $      | 9,051  |         |         | $      | 22,199 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Corporate              |                               |            | (2,296 | )      |        |        | (2,626 | )      |         |        | (3,835 | )       |         |        | (4,395 | )      
|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|                                                              |                                               |                        | Total                         |            | $      | 9,042  |        |        | $      | 18,029 |         |        | $      | 5,216   |         |        | $      | 17,804  | 
|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|Adjusted EBITDA (loss):                                       |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Leisure and recreation |                               | $          | 13,353 |        |        | $      | 23,294 |        |         | $      | 11,649 |         |         | $      | 27,428 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                               | Corporate              |                               |            | (2,296 | )      |        |        | (2,626 | )      |         |        | (3,835 | )       |         |        | (4,395 | )      
|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       
|                                                              |                                               |                        | Total                         |            | $      | 11,057 |        |        | $      | 20,668 |         |        | $      | 7,814   |         |        | $      | 23,033  | 
|                                                              |                                               |                        |                               |            |        |        |        |        |        |        |         |        |        |         |         |       

The Company reported a loss from continuing operations before
income taxes in the amount of $4.4 million during the three
months ended December 31, 2001 compared to pro forma income
from continuing operations before income taxes of $4.9 million
during the three months ended December 31, 2000. The
Company reported a loss from continuing operations before income
taxes in the amount of $22.1 million during the six months ended
December 31, 2001 compared to a pro forma loss from
continuing operations before income taxes of $9.5 million during
the six months ended December 31, 2000. The decrease in
operating results during the three and six months ended
December 31, 2001 compared to the three and six months
ended December 31, 2000 was the result of a decrease in
business following the September 11 terrorist attacks.
However, Company lodging fundamentals have stabilized and recent
resort indicators have improved.

11



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##### 



Additional operating data for the Companys leisure and
recreation business for the three and six months ended
December 31 and pro forma for the prior year is set forth
below (in 000s except operating statistics):

|                                                         |                          |                                      |         |                  |        |        |         |        |        |           |     |        |     |    |         |        |        |   |         |        |         |  |     |     |     |   
|-------------------------------------------------------- | ------------------------ | ------------------------------------ | ------- | ---------------- | ------ | ------ | ------- | ------ | ------ | --------- | --- | ------ | --- | -- | ------- | ------ | ------ | - | ------- | ------ | ------- |  | --- | --- | --- | --
|                                                         |                          |                                      |         |                 
|                                                         |                          | Three Months Ended                   |         | Six Months Ended
|                                                         |                          |                                      |         |                 
|                                                         |                          |                                      |         | 2000             |        |        |         |        |        | 2000      |     |       
|                                                         |                          | 2001                                 |         | Pro forma        |        | % Chg. |         | 2001   |        | Pro forma |     | % Chg.
|                                                         |                          |                                      |         |                  |        |        |         |        |        |           |     |       
|Revenue:                                                 |                          |                                      |         |                  |        |        |         |        |        |           |     |        |     |    |         |        |        |   |         |        |         |  |     |    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Room revenue             |                                      | $       | 21,168           |        |        | $       | 28,449 |        |           |     | (26    | )%  |    | $       | 35,041 |        |   | $       | 45,482 |         |  |     | (23 | )% 
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Non-room related revenue |                                      |         | 36,614           |        |        |         | 41,734 |        |           |     | (12    | )%  |    |         | 62,261 |        |   |         | 69,792 |         |  |     | (11 | )% 
|                                                         |                          |                                      |         |                  |        |        |         |        |        |           |     |        |     |    |         |        |        |   |         |        |         |  |     |    
|                                                         |                          | Total leisure and recreation revenue |         | $                | 57,782 |        |         | $      | 70,183 |           |     |        | (18 | )% |         | $      | 97,302 |   |         | $      | 115,274 |  |     |     | (16 | )%
|                                                        
|                                                        
|                                                        
|                                                        
|Operating Statistics:                                    |                          |                                      |         |                  |        |        |         |        |        |           |     |        |     |    |         |        |        |   |         |        |         |  |     |    
|                                                        
|                                                        
|                                                        
|                                                        
|Available room nights                                    |                          |                                      | 205,988 |                  |        |        | 205,988 |        |        |           |    | %      |     |    | 411,976 |        |        |   | 412,078 |        |         |  |    | %  
|                                                        
|                                                        
|                                                        
|                                                        
|Average daily rate                                       |                          | $                                    | 200.07  |                  |        | $      | 212.32  |        |        |           | (6  | )%     |     | $  | 165.84  |        |        | $ | 170.93  |        |         |  | (3  | )% 
|                                                        
|                                                        
|                                                        
|                                                        
|Occupancy                                                |                          |                                      | 51.4    | %                |        |        | 65.0    | %      |        |           | (21 | )%     |     |    | 51.3    | %      |        |   | 64.6    | %      |         |  | (21 | )% 
|                                                        
|                                                        
|                                                        
|                                                        
|Room revenue per available room                          |                          | $                                    | 102.76  |                  |        | $      | 138.11  |        |        |           | (26 | )%     |     | $  | 85.06   |        |        | $ | 110.38  |        |         |  | (23 | )% 
|                                                        
|                                                        
|                                                        
|                                                        
|Total leisure and recreation revenue per
	available room |                          | $                                    | 280.52  |                  |        | $      | 340.71  |        |        |           | (18 | )%     |     | $  | 236.19  |        |        | $ | 279.75  |        |         |  | (16 | )% 

Revenue

Leisure and recreation revenue totaled $57.8 million during the
three months ended December 31, 2001 compared to pro forma
revenue of $70.2 million during the three months ended
December 31, 2000. Leisure and recreation revenue totaled
$97.3 million during the six months ended December 31, 2001
compared to pro forma revenue of $115.3 million during the six
months ended December 31, 2000.

Immediately prior to the events of September 11 room
revenue was generally unchanged and non-room revenue was
slightly ahead of the same period last year. However, occupancy
dropped off sharply subsequent to September 11 as leisure
customers and corporate groups cancelled or postponed their
stays. Occupancy declined over 13 percentage points during the
three and six months ended December 31, 2001 versus the same
periods of the prior year.

While deterioration in guest occupancy also adversely impacted
non-room revenue during the 2001 periods as outlined in the
preceding table, the change did not correlate to the decrease in
room revenue because the Company was able to sustain revenue
derived from its exclusive social club known as the Premier Club
(from sources such as membership sales, annual dues and
ancillary spending). Premier Club sales were negligibly affected
by the aftermath of September 11. The Company also
maintained other non-room sources of revenue not directly tied
to its resort guest such as yachting and marina revenue.

Resort Operating Expenses

Cost of leisure and recreation services totaled $27.9 million,
or 48% of revenue, during the three months ended
December 31, 2001 compared to pro forma cost of leisure and
recreation services of $32.2 million, or 46% of revenue, during
the three months ended December 31, 2000. Cost of leisure
and recreation services totaled $51.9 million, or 53% of
revenue, during the six months ended December 31, 2001
compared to pro forma cost of leisure and recreation services of
$57.9 million, or 50% of revenue, during the six months ended
December 31, 2000. During the three and six months ended
December 31, 2001, certain reductions were made to variable
expenses such as direct labor costs and management continues to
actively work with the Companys resort managers to
substantially reduce the operating costs of each resort.

Selling, general and administrative expenses
(S,G&A) of the leisure and recreation business
totaled $18.6 million, or 32% of revenue, during three months
ended December 31, 2001, compared to pro forma S,G&A of
$17.3 million, or 25% of pro forma revenue, during the three
months ended December 31, 2000. S,G&A of the leisure
and recreation business totaled $36.3 million, or 37% of
revenue, during six months ended December 31, 2001,
compared to pro forma S,G&A of $35.1 million, or 30% of pro
forma revenue, during the six months ended December 31,
2000. S,G&A expenses increased as a percent of revenue during

12



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##### 





Amortization and depreciation expense for the leisure and
recreation business was $8.5 million during the three months
ended December 31, 2001 compared to $7.4 million on a pro
forma basis during the three months ended December 31,
2000. Amortization and depreciation expense for the leisure and
recreation business was $16.1 million during the six months
ended December 31, 2001 compared to $14.6 million on a pro
forma basis during the six months ended December 31, 2000.
The increase during the three and six months ended December 31,
2001 compared to the three and six months ended
December 31, 2000 was primarily due to the completion of
several capital projects at the Boca Raton Resort & Club and
Registry Resort resulting in additional depreciation expense,
partially offset by a reduction in amortization expense. See
Note 8 to the Consolidated Financial Statements.

Resort Operating Income (Loss)

Operating income for the leisure and recreation business totaled
$2.9 million during the three months ended December 31,
2001 compared to pro forma operating income of $13.2 million
during the three months ended December 31, 2000. Operating
loss for the leisure and recreation business totaled $7.0
million during the six months ended December 31, 2001
compared to pro forma operating income of $7.6 million during
the six months ended December 31, 2000. As indicated above,
the decrease in operating results for the three and six months
ended December 31, 2001 compared to the three and six
months ended December 31, 2000 was primarily the result of
a decrease in revenue following the September 11 terrorist
attacks.

Corporate General and Administrative Expenses

Corporate general and administrative expenses totaled $2.3
million during the three months ended December 31, 2001
compared to pro forma corporate general and administrative
expenses of $2.6 million during the three months ended
December 31, 2000. Corporate general and administrative
expenses totaled $3.8 million during the six months ended
December 31, 2001 compared to pro forma corporate general
and administrative expenses of $4.4 million during the three
months ended December 31, 2000. Corporate general and
administrative expenses decreased during the three and six
months ended December 31, 2001 primarily because of a
decline in legal expense and because of a decrease in the
management fee, equal to 1% of total revenue, payable to
Huizenga Holdings, Inc., a corporation whose sole shareholder is
the Companys Chief Executive Officer and Chairman.
Pursuant to the management services agreement, Huizenga
Holdings, Inc. provides certain administrative, financing, tax,
investor relations and strategy related services to the Company.

Interest and Other Income

Interest and other income totaled $267,000 during the three
months ended December 31, 2001 compared to pro forma
interest and other income of $204,000 during the three months
ended December 31, 2000. Interest and other income totaled
$984,000 during the six months ended December 31, 2001
compared to pro forma interest and other income of $899,000
during the six months ended December 31, 2000. Interest and
other income includes interest earned on the Companys
interest bearing cash balance together with interest recognized
on an $11.3 million secured promissory note received as part of
the consideration for the sale of the entertainment and sports
business. See Note 6 to the Consolidated Financial Statements.

Interest and Other Expense

Interest and other expense totaled $5.2 million during the three
months ended December 31, 2001 compared to pro forma
interest and other expense of $5.9 million during the three
months ended December 31, 2000. Interest and other expense
totaled $12.1 million during the six months ended
December 31, 2001 compared to pro forma interest and other
expense of $13.5 million during the six months

13



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##### 





EBITDA

EBITDA represents earnings before extraordinary items, interest
expense, interest income, income taxes, depreciation and
amortization. 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 decreased 50% to $9.0
million during the three months ended December 31, 2001
compared to pro forma EBITDA of $18.0 million during the three
months ended December 31, 2000. EBITDA decreased 71% to
$5.2 million during the six months ended December 31, 2001
compared to pro forma EBITDA of $17.8 million during the six
months ended December 31, 2000. As indicated above, the
Companys operating results were adversely affected by a
decrease in revenue following the September 11 terrorist
attacks.

Adjusted EBITDA

Adjusted EBITDA represents EBITDA plus the amount of net
membership fees deferred during the periods presented. The net
membership fees deferred represents the quarterly change in
deferred revenue arising from the Premier Clubs at the Boca
Raton Resort & Club, Naples Grande and Grande Oaks Golf
Clubs. Net memberships deferred totaled $2.0 million and $2.6
million during the three months ended December 31, 2001 and
2000, respectively. Net memberships deferred totaled $2.6
million and $5.2 million during the six months ended
December 31, 2001 and 2000, respectively. The Company
opened Naples Grande Golf Club in February 2000, which resulted
in strong introductory membership sales during its initial
twelve-month sales season, which are reflected in the net
memberships deferred during the three and six months ended
December 31, 2000.

Litigation

The Company sold the Arizona Biltmore Resort & Spa in
December 2000 but remained contingently liable for certain
litigation relating to the property. Based on discussions and a
settlement offer made subsequent to December 31, 2001,
which has been accepted by one plaintiff but remains subject to
the approval of a second plaintiff, the Company estimates that
losses from the ultimate resolution of this litigation will
approximate $2.9 million.

Liquidity and Capital Resources

Unrestricted cash and cash equivalents decreased to $5.7 million
at December 31, 2001, from $9.9 million at June 30,
2001. The major components of the change are discussed below.

Net Cash Provided by Operating
Activities

Net cash provided by operating activities totaled $8.7 million
and $24.4 million during the six months ended December 31,
2001 and 2000, respectively. The decrease in cash flow from
operating activities during the six months ended
December 31, 2001 compared to the six months ended
December 31, 2000 was primarily because the Company
received $10.9 million from the entertainment and sports
business during the prior year six-month period which
represented collection of funds for advance season ticket sales
to Florida

14



---



##### 





Net Cash Provided By Investing
Activities

Net cash provided by investing activities amounted to $21.4
million and $231.8 million during the six months ended
December 31, 2001 and 2000, respectively. The change was
largely because of the Companys disposition activities.
During the six months ended December 31, 2001 the Company
received $72.4 million from the sale of the entertainment and
sports business while during the six months ended
December 31, 2000 the Company received $279.9 million in
net proceeds from the disposition of the Arizona Biltmore Resort
& Spa. Other changes in investing activities are discussed
below.

Capital expenditures totaled $50.8 million during the six months
ended December 31, 2001 compared to $36.4 million during
the six months ended December 31, 2000. During the six
months ended December 31, 2001, the Company continued
construction on various projects at the Boca Raton Resort &
Club including 112 new water-view rooms (Yacht
Club), which opened in January 2002 and a new 40,000
square foot state-of-the-art spa complex as well as a new golf
clubhouse with casual restaurant, which opened in December 2001.

During the six months ended December 31, 2000, capital
spending at the Boca Raton Resort & Club related to a luxury
guestroom renovation; at the Registry Resort capital spending
related to construction of a new pool/aquatic center, 6,000
square feet of additional conference space and enhancements to
the beach facility and boardwalk; and at the Bahia Mar Resort
and Yachting Center capital spending related to a guestroom
renovation.

Restricted cash was nominal at December 31, 2001. During
the prior year, restricted cash related to escrow accounts
maintained in accordance with the terms of mortgage-note
agreements and decreased $12.2 million from June 30, 2000
to December 31, 2000. These notes were subsequently paid by
the Company.

Cash Used in Financing
Activities

Net cash used in financing activities amounted to $34.4 million
and $59.4 million during the six months ended December 31,
2001 and 2000, respectively. Net cash used in financing
activities during the six months ended December 31, 2001
primarily included the repurchase of $57.0 million principal
amount of senior subordinated notes payable along with
borrowings under the Companys revolving credit facility
totaling $24.5 million. Net cash used in financing activities
during the six months ended December 31, 2000 included
$57.0 million in net repayments under the Companys
revolving credit facility and other long-term debt agreements as
well as payment of $2.5 million to a former minority interest
holder in one of the subsidiaries that comprised the
entertainment and sports business.

Capital Resources

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

15



---



##### 



As of February 8, 2002, the Company had $13.5 million
outstanding under its revolving credit line (which maturity was
extended from May 1, 2002 to November 1, 2003) and
$126.6 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 maintenance plans and support on-going
operations, including meeting debt service obligations as they
come due.

Financial Condition

Significant changes in balance sheet data from June 30,
2001 to December 31, 2001 are discussed below.

Other Current Assets

Other current assets increased to $15.4 million at
December 31, 2001, from $6.0 million at June 30, 2001.
The increase primarily relates to an $11.3 million secured
promissory note received as part of the consideration for the
sale of the entertainment and sports business (which was
collected in January 2002).

Net Assets/Liabilities of
Discontinued Operations

Net liabilities of discontinued operations totaled $14.1 million
at December 31, 2001 and primarily represent remaining
estimated income taxes payable associated with the gain on the
sale and other disposal costs. Net assets of discontinued
operations at June 30, 2001 included the following (in
000s):

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

Property and Equipment

Property and equipment increased to $823.5 million at
December 31, 2001, from $792.1 million at June 30,
2001. The increase primarily relates to capital spending at the
Boca Raton Resort & Club on projects including 112
water-view luxury guestrooms and marina slips (Yacht
Club), a spa complex and a golf clubhouse. This capital
spending was partially offset by depreciation expense.

Accounts Payable and Accrued
Expenses

Accounts payable and accrued expenses decreased to $24.9 million
at December 31, 2001, from $32.4 million at June 30,
2001. The decrease was primarily because the Company repurchased
$57.0 million principal amount of senior subordinated notes
resulting in a lower balance subject to accrued interest,
because the Company paid its semi-annual interest payment on its
outstanding senior subordinated notes payable in October 2001
and paid annual real estate taxes on certain of its properties
during December 2001.

Current Portion of Deferred
Revenue and Advance Deposits

Current portion of deferred revenue and advance deposits
increased to $30.7 million at December 31, 2001, from $18.7
million at June 30, 2001. The increase substantially
related to the collection of annual

16



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##### 





Credit Lines and Notes Payable
(Including Current Portion)

Credit lines and notes payable increased to $24.9 million at
December 31, 2001, from $551,000 at June 30, 2001. The
increase substantially relates to borrowings made under the
Company $146.0 million revolving credit facility.

Deferred Income Taxes

Deferred income taxes decreased to $22.4 million at
December 31, 2001, from $32.4 million at June 30,
2001. The decrease was primarily the result of recording a
benefit for income taxes totaling $8.9 million during the six
months ended December 31, 2001.

Senior Subordinated Notes
Payable

Senior subordinated notes payable decreased to $216.0 million at
December 31, 2001, from $273.0 million at June 30, 2001.
The decrease was the result of the repurchase of $57.0 million
principal amount of such notes.

Working Capital

Current liabilities exceeded current assets by $17.6 million at
December 31, 2001, compared to positive working capital of $45.5
million at June 30, 2001. The change is primarily because
the Company used cash to repurchase $57.0 million principal
amount of senior subordinated notes, which would have otherwise
matured in April 2009. However, the ratio of current liabilities
to current assets is not indicative of a lack of liquidity as
the Company maintains a long-term revolving credit line that
represents an additional and immediate potential source of
liquidity. See Capital Resources.

Forward-Looking Statements

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

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

Item 3.     Quantitative and
Qualitative Disclosures About Market Risk

Not Applicable.

17



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##### 



Part II  Other Information

Item 1.     Legal
Proceedings

The Company sold the Arizona Biltmore Resort & Spa in
December 2000 but remained contingently liable for certain
litigation relating to the property. Based on discussions and a
settlement offer made subsequent to December 31, 2001,
which has been accepted by one plaintiff but remains subject to
the approval of a second plaintiff, the Company estimates that
losses from the ultimate resolution of this litigation will
approximate $2.9 million.

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 Securityholders

At the Annual Meeting of Stockholders held on November 5,
2001, the shareholders voted to elect the directors named in the
proxy materials dated September 21, 2001. The results of
the voting were as follows:

|                       |  |     |               |           |  |           |         |  |  |  |               | 
|---------------------- |  | --- | ------------- | --------- |  | --------- | ------- |  |  |  | ------------- | 
|                       |  |     |               | Withheld/ |  |          
|                       |  | For |               | Abstain   |  | Total (1)
|                       |  |     |               |           |  |          
|Steven R. Berrard      |  |     | 2,581,873,950 |           |  |           | 811,993 |  |  |  | 2,582,685,943 | 
|                      
|                      
|                      
|                      
|Dennis J. Callaghan    |  |     | 2,581,876,817 |           |  |           | 809,126 |  |  |  | 2,582,685,943 | 
|                      
|                      
|                      
|                      
|Michael S. Egan        |  |     | 2,582,473,922 |           |  |           | 212,021 |  |  |  | 2,582,685,943 | 
|                      
|                      
|                      
|                      
|Harris W. Hudson       |  |     | 2,582,474,445 |           |  |           | 211,498 |  |  |  | 2,582,685,943 | 
|                      
|                      
|                      
|                      
|H. Wayne Huizenga      |  |     | 2,582,473,943 |           |  |           | 212,000 |  |  |  | 2,582,685,943 | 
|                      
|                      
|                      
|                      
|George D. Johnson, Jr. |  |     | 2,582,474,396 |           |  |           | 211,547 |  |  |  | 2,582,685,943 | 
|                      
|                      
|                      
|                      
|Henry Latimer          |  |     | 2,581,876,590 |           |  |           | 809,353 |  |  |  | 2,582,685,943 | 
|                      
|                      
|                      
|                      
|Richard C. Rochon      |  |     | 2,582,474,503 |           |  |           | 211,440 |  |  |  | 2,582,685,943 | 






|    |                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------
|(1) | Each share of Class A Common Stock is entitled to one vote
	and each share of Class B Common Stock is entitled to
	10,000 votes.

Item 5.     Other
Information

None.

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

(a) Exhibits

None.

(b) Reports on
Form 8-K

None.

18



---



##### 



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: February 8, 2002 |  | By: /s/ WILLIAM M. PIERCEWilliam M. PierceSenior Vice President, Treasurer and Chief Financial Officer
	(Principal Financial Officer)
|                      
|                       |  | By: /s/ STEVEN M. DAURIASteven M. DauriaVice President and Corporate Controller (Principal
	Accounting Officer)                      

19