##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




---

FORM 10-Q

(Mark One)

|                                                      |  |                                                                                                
|----------------------------------------------------- |  | -----------------------------------------------------------------------------------------------
|x                                                     |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
|For the quarterly period ended
    September 30, 2003
|OR                                                   
|                                                     
|o                                                     |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   

For the transition period from

to

Commission file number: 1-13173

BOCA RESORTS, INC.

(Exact Name of Registrant as Specified in its
Charter)


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

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

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

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

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

As of November 3, 2003, there were
39,095,578 shares of Class A Common Stock, $.01 par value
per share, and 255,000 shares of Class B Common Stock, $.01
par value per share, outstanding.



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TABLE OF CONTENTS



|                                                               |                                                                                               |                                                 |  |  |  |  |  | 
|-------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|PART I -- FINANCIAL INFORMATION                               
|                                                               | Item 1. Financial Statements                                                                 
|                                                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS          
|                                                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|                                                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                               | Item 4. Controls and Procedures                                                              
|Part II -- OTHER INFORMATION                                  
|                                                               | Item 1. Legal Proceedings                                                                    
|                                                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                                                               | Item 3. Defaults Upon Senior Securities                                                      
|                                                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                               | Item 5. Other Information                                                                    
|                                                               | Item 6. Exhibits and Reports on Form 8-K.                                                    
|SIGNATURES                                                    
|CERTIFICATION PURSUANT SECTION 302                            
|CERTIFICATION PURSUANT SECTION 302                            
|CERTIFICATION PURSUANT SECTION 906                            



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##### Table of Contents






PART I  FINANCIAL
INFORMATION




Item 1.Financial
Statements

BOCA RESORTS, INC.






CONDENSED CONSOLIDATED BALANCE
SHEETS


(000s omitted, except share
data)


(Unaudited)


|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |         |         | 
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------- |  | ------- | ------- | ------- | 
|                                                   |                                                                                                                                                                                                   | September 30,                              |         | June 30,
|                                                   |                                                                                                                                                                                                   | 2003                                       |         | 2003    
|                                                   |                                                                                                                                                                                                   |                                            |         |         
|ASSETS                                            
|Current assets:                                    |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   | Cash and cash equivalents                                                                                                                                                                         |                                            | $       | 7,198    |         |  | $       | 8,110   |        
|                                                   | Restricted cash                                                                                                                                                                                   |                                            |         | 613      |         |  |         | 641     |        
|                                                   | Accounts receivable, net                                                                                                                                                                          |                                            |         | 16,184   |         |  |         | 20,960  |        
|                                                   | Inventory                                                                                                                                                                                         |                                            |         | 6,472    |         |  |         | 6,616   |        
|                                                   | Current portion of Premier Club notes receivable                                                                                                                                                  |                                            |         | 3,688    |         |  |         | 3,631   |        
|                                                   | Other current assets                                                                                                                                                                              |                                            |         | 3,424    |         |  |         | 3,238   |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total current assets                       |         |          | 37,579  |  |         |         | 43,196  | 
|Property and equipment, net                        |                                                                                                                                                                                                   |                                            | 822,096 |          |         |  | 823,681 |        
|Intangible assets, net                             |                                                                                                                                                                                                   |                                            | 35,937  |          |         |  | 35,937  |        
|Long-term portion of Premier Club notes receivable |                                                                                                                                                                                                   |                                            | 8,522   |          |         |  | 8,157   |        
|Other assets                                       |                                                                                                                                                                                                   |                                            | 8,900   |          |         |  | 9,179   |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total assets                               |         | $        | 913,034 |  |         | $       | 920,150 | 
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY          
|Current liabilities:                               |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   | Accounts payable and accrued expenses                                                                                                                                                             |                                            | $       | 35,410   |         |  | $       | 33,515  |        
|                                                   | Current portion of deferred revenue and advance
    deposits                                                                                                                                      |                                            |         | 32,446   |         |  |         | 23,288  |        
|                                                   | Net liabilities of discontinued operations                                                                                                                                                        |                                            |         | 1,074    |         |  |         | 1,074   |        
|                                                   | Current portion of credit line and note payable                                                                                                                                                   |                                            |         | 20       |         |  |         | 79      |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total current liabilities                  |         |          | 68,950  |  |         |         | 57,956  | 
|Credit line and note payable                       |                                                                                                                                                                                                   |                                            | 15,000  |          |         |  | 18,000  |        
|Deferred revenue, net of current portion           |                                                                                                                                                                                                   |                                            | 33,431  |          |         |  | 33,498  |        
|Other liabilities                                  |                                                                                                                                                                                                   |                                            | 9,560   |          |         |  | 9,560   |        
|Deferred income taxes                              |                                                                                                                                                                                                   |                                            | 28,194  |          |         |  | 34,242  |        
|Senior subordinated notes payable                  |                                                                                                                                                                                                   |                                            | 190,145 |          |         |  | 190,145 |        
|Premier Club refundable membership fees            |                                                                                                                                                                                                   |                                            | 56,117  |          |         |  | 56,700  |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total liabilities                          |         |          | 401,397 |  |         |         | 400,101 | 
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|Commitments and contingencies                      |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|Shareholders equity:                              |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   | Class A Common Stock, $.01 par value,
    100,000,000 shares authorized and 39,095,578 and 39,035,078
    shares issued and outstanding at September 30, 2003 and
    June 30, 2003, respectively |                                            |         | 391      |         |  |         | 390     |        
|                                                   | Class B Common Stock, $.01 par value,
    10,000,000 shares authorized and 255,000 shares issued and
    outstanding at September 30, 2003 and June 30, 2003.                                     |                                            |         | 3        |         |  |         | 3       |        
|                                                   | Contributed capital                                                                                                                                                                               |                                            |         | 460,667  |         |  |         | 459,548 |        
|                                                   | Retained earnings                                                                                                                                                                                 |                                            |         | 50,576   |         |  |         | 60,108  |        
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total shareholders equity                 |         |          | 511,637 |  |         |         | 520,049 | 
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                                   | Total liabilities and shareholders equity |         | $        | 913,034 |  |         | $       | 920,150 | 
|                                                   |                                                                                                                                                                                                   |                                            |         |          |         |  |         |        

See accompanying notes to consolidated financial
statements.

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BOCA RESORTS, INC.






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


For the Three Months Ended
September 30


(000s omitted, except per share
data)


(Unaudited)


|                                                                                     |                                              |                          |         |        |        |   |         |        |        | 
|------------------------------------------------------------------------------------ | -------------------------------------------- | ------------------------ | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                                     |                                              | 2003                     |         | 2002  
|                                                                                     |                                              |                          |         |       
|Leisure and recreation revenue                                                       |                                              | $                        | 46,989  |        |        | $ | 46,292  |       
|Operating expenses:                                                                  |                                              |                          |         |        |        |   |         |       
|                                                                                     | Cost of leisure and recreation services      |                          |         | 26,614 |        |   |         | 26,401 |       
|                                                                                     | Selling, general and administrative expenses |                          |         | 20,889 |        |   |         | 20,114 |       
|                                                                                     | Depreciation                                 |                          |         | 9,962  |        |   |         | 8,946  |       
|                                                                                     |                                              |                          |         |        |        |   |         |       
|                                                                                     |                                              | Total operating expenses |         |        | 57,465 |   |         |        | 55,461 | 
|                                                                                     |                                              |                          |         |        |        |   |         |       
|Operating loss                                                                       |                                              |                          | (10,476 | )      |        |   | (9,169  | )     
|Interest and other income                                                            |                                              |                          | 59      |        |        |   | 30      |       
|Interest expense                                                                     |                                              |                          | (5,082  | )      |        |   | (5,611  | )     
|                                                                                     |                                              |                          |         |        |        |   |         |       
|Loss before benefit for income taxes                                                 |                                              |                          | (15,499 | )      |        |   | (14,750 | )     
|Benefit for income taxes                                                             |                                              |                          | 5,967   |        |        |   | 5,679   |       
|                                                                                     |                                              |                          |         |        |        |   |         |       
|Net loss                                                                             |                                              | $                        | (9,532  | )      |        | $ | (9,071  | )     
|                                                                                     |                                              |                          |         |        |        |   |         |       
|Net loss per share  basic and diluted                                               |                                              | $                        | (.24    | )      |        | $ | (.23    | )     
|                                                                                     |                                              |                          |         |        |        |   |         |       
|Weighted average shares used in computing net
    loss per share  basic and diluted |                                              |                          | 39,325  |        |        |   | 39,651  |       
|                                                                                     |                                              |                          |         |        |        |   |         |       

See accompanying notes to consolidated financial
statements.

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BOCA RESORTS, INC.






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


For the Three Months Ended
September 30


(000s omitted)


(Unaudited)


|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |         |        |        |  
|------------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------------------------- | ------- | ------ | ------- | ----- | ------- | ------ | ------ | -
|                                                  |                                                                                     | 2003                                       |                                                         | 2002   
|                                                  |                                                                                     |                                            |                                                         |        
|Operating activities:                             |                                                                                     |                                            |                                                         |         |        |         |       |        
|                                                  | Net loss                                                                            |                                            | $                                                       | (9,532  | )      |         | $     | (9,071  | )     
|                                                  | Adjustments to reconcile net loss to net cash
    provided by operating activities: |                                            |                                                         |         |        |         |       |         |       
|                                                  |                                                                                     | Depreciation                               |                                                         |         | 9,962  |         |       |         | 8,946  |       
|                                                  |                                                                                     | Impairment loss on land parcel             |                                                         |         |       |         |       |         | 2,341  |       
|                                                  |                                                                                     | Gain on sale of land parcel                |                                                         |         |       |         |       |         | (2,291 | )     
|                                                  |                                                                                     | Non-cash compensation expense              |                                                         |         | 453    |         |       |         |       |       
|                                                  |                                                                                     | Benefit for deferred income taxes          |                                                         |         | (5,967 | )       |       |         | (5,679 | )     
|                                                  | Changes in operating assets and liabilities                                         |                                            |                                                         |         |        |         |       |         |       
|                                                  |                                                                                     | Accounts receivable                        |                                                         |         | 4,776  |         |       |         | 3,474  |       
|                                                  |                                                                                     | Other assets                               |                                                         |         | (185   | )       |       |         | 613    |       
|                                                  |                                                                                     | Accounts payable and accrued expenses      |                                                         |         | 4,993  |         |       |         | 3,193  |       
|                                                  |                                                                                     | Deferred revenue and other liabilities     |                                                         |         | 8,508  |         |       |         | 10,187 |       
|                                                  |                                                                                     | Net liabilities of discontinued operations |                                                         |         |       |         |       |         | (498   | )     
|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |        
|                                                  |                                                                                     |                                            | Net cash provided by operating activities               |         |        | 13,008  |       |         |        | 11,215 |  
|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |        
|Investing activities:                             |                                                                                     |                                            |                                                         |         |        |         |       |        
|                                                  | Capital expenditures                                                                |                                            |                                                         | (11,475 | )      |         |       | (11,250 | )     
|                                                  | Change in restricted cash                                                           |                                            |                                                         | 28      |        |         |       | 72      |       
|                                                  | Net proceeds from the sale of land parcel                                           |                                            |                                                         |        |        |         |       | 5,641   |       
|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |        
|                                                  |                                                                                     |                                            | Net cash used in investing activities                   |         |        | (11,447 | )     |         |        | (5,537 | )
|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |        
|Financing activities:                             |                                                                                     |                                            |                                                         |         |        |         |       |        
|                                                  | Borrowings under credit facilities                                                  |                                            |                                                         | 5,000   |        |         |       | 6,000   |       
|                                                  | Payments under long-term debt agreements and
    credit facility                    |                                            |                                                         | (8,059  | )      |         |       | (2,555  | )     
|                                                  | Repurchases of common stock                                                         |                                            |                                                         |        |        |         |       | (3,147  | )     
|                                                  | Proceeds from exercise of stock options                                             |                                            |                                                         | 586     |        |         |       |        |       
|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |        
|                                                  |                                                                                     |                                            | Net cash provided by (used in) financing
    activities |         |        | (2,473  | )     |         |        | 298    |  
|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |        
|Cash provided by (used in) continuing operations  |                                                                                     |                                            | (912                                                    | )       |        |         | 6,474 |        
|Cash used in discontinued operations              |                                                                                     |                                            |                                                        |         |        |         | (498  | )      
|Cash and cash equivalents, at beginning of period |                                                                                     |                                            | 8,110                                                   |         |        |         | 3,691 |        
|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |        
|Cash and cash equivalents, at end of period       |                                                                                     | $                                          | 7,198                                                   |         |        | $       | 9,667 |        
|                                                  |                                                                                     |                                            |                                                         |         |        |         |       |        

See accompanying notes to consolidated financial
statements.

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BOCA RESORTS, INC.






NOTES TO UNAUDITED CONDENSED
CONSOLIDATED


FINANCIAL STATEMENTS


1.     Basis of
Presentation

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

In the opinion of management, the financial
information furnished in this report reflects all material
adjustments (including normal recurring accruals) necessary for
a fair presentation of the results for the interim periods
presented. The results of operations for the three months ended
September 30, 2003 are not necessarily indicative of the
results to be expected for the entire year primarily due to
seasonal variations. All significant intercompany accounts have
been eliminated.

2.     Nature of
Operations

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

3.     Earnings/(Loss)
Per Common Share

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

Options to purchase shares of common stock
totaling 6.8 million and 6.5 million were outstanding
during the three months ended September 30, 2003 and 2002,
respectively, but were not included in the computation of loss
per share because the effect would be antidilutive.

4.     Stock Option
Plan

The Company grants stock options for a fixed
number of shares to employees with an exercise price equal to
the fair value of the shares at the date of grant. The Company
accounts for the options granted under the intrinsic value
method, which follows the recognition and measurement principles
of Accounting Principals Board Opinion No. 25,
Accounting for Stock Issued to Employees. No
stock-based employee compensation cost is reflected in net loss,
except for certain non-cash, non-recurring compensation expense
associated with the modification in terms of certain stock
option awards which totaled $453,000 (or $279,000 net of benefit
for income taxes) during the three months ended September 30,
2003. The following table summarizes the effect of accounting
for stock option awards as if the fair value recognition
provisions of Statement of Financial

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BOCA RESORTS, INC.


NOTES TO UNAUDITED CONDENSED
CONSOLIDATED

FINANCIAL
STATEMENTS  (Continued)


Accounting Standard (SFAS)
No. 123, as amended by SFAS No. 148, had been applied
for the three months ended September 30 (000s
omitted):

|                                                                                                                             |  |      |        |      |  |   |        |  
|---------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | -
|                                                                                                                             |  | 2003 |        | 2002
|                                                                                                                             |  |      |        |     
|Net loss as reported                                                                                                         |  | $    | (9,532 | )    |  | $ | (9,071 | )
|Less: total stock based compensation determined
    under fair value based method for awards, net of related tax
    effects |  |      | (377   | )    |  |   | (408   | )
|                                                                                                                             |  |      |        |      |  |   |        |  
|Pro forma net loss                                                                                                           |  | $    | (9,909 | )    |  | $ | (9,479 | )
|                                                                                                                             |  |      |        |      |  |   |        |  
|Net loss per share  basic and diluted,
    as reported                                                                      |  | $    | (.24   | )    |  | $ | (.23   | )
|                                                                                                                             |  |      |        |      |  |   |        |  
|Net loss per share  basic and diluted,
    Pro forma                                                                        |  | $    | (.25   | )    |  | $ | (.24   | )
|                                                                                                                             |  |      |        |      |  |   |        |  

The fair value for these options was estimated at
the date of grant using a Black-Scholes option-pricing model
with the following assumptions for the three months ended
September 30:

|                        |  |      |         |      |  |  |         |  
|----------------------- |  | ---- | ------- | ---- |  |  | ------- | -
|                        |  | 2003 |         | 2002
|                        |  |      |         |     
|Risk free interest rate |  |      | 1.00    | %    |  |  | 1.50    | %
|Expected lives          |  |      | 6 years |      |  |  | 6 years |  
|Expected volatility     |  |      | 30      | %    |  |  | 30      | %

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

This report may not contain all the information
that is important to you and should be read together with the
Annual Report on Form 10-K for the fiscal year ended
June 30, 2003, including the disclosure relating to
critical accounting policies in Managements Discussion and
Analysis.

Business Philosophy

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

Seasonality

The resort operations are generally seasonal. The
resorts historically experience greater revenue, costs and
income 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, 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, 2001

During the three-month period following the
September 11, 2001 terrorist attacks on New Yorks
World Trade Center towers and on the Pentagon, the
Companys results of operations were adversely affected by
travel disruption and short-term cancellation of group bookings
at its properties. The Companys operating results continue
to track modestly below pre-September 11, 2001 levels.

Non-GAAP Financial Measures

This quarterly report on Form 10-Q contains
a non-GAAP financial measure, within the meaning of applicable
Securities and Exchange Commission rules, which we believe is
useful to investors. This financial measure is loss before
extraordinary and non-recurring items, interest expense,
interest income, income taxes, depreciation and amortization
(LBITDA). LBITDA is used by management, the lodging
industry and certain investors as an indicator of the
Companys historical ability to service debt, to sustain
potential future increases in debt and to satisfy capital
requirements. However, LBITDA is not intended to represent cash
flows for the period. In addition, it has not been presented as
an alternative to either (a) operating income or loss (as
determined by GAAP) as an indicator of operating performance or
(b) cash flows from operating, investing and financing
activities (as determined by GAAP) and is thus susceptible to
varying calculations. LBITDA as presented may not be comparable
to other similarly titled measures of other companies.

6



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

|                                                        |                                               |                        |                          |        |        |         |         |        |        |        |  
|------------------------------------------------------- | --------------------------------------------- | ---------------------- | ------------------------ | ------ | ------ | ------- | ------- | ------ | ------ | ------ | -
|                                                        |                                               | 2003                   |                          | 2002  
|                                                        |                                               |                        |                          |       
|Leisure and recreation revenue                          |                                               | $                      | 46,989                   |        |        | $       | 46,292  |       
|Operating expenses:                                     |                                               |                        |                          |        |        |         |         |       
|                                                        | Cost of leisure and recreation services       |                        |                          | 26,614 |        |         |         | 26,401 |       
|                                                        | Selling, general and administrative expenses: |                        |                          |        |        |         |         |        |       
|                                                        |                                               | Leisure and recreation |                          |        | 18,865 |         |         |        | 18,789 |       
|                                                        |                                               | Corporate              |                          |        | 2,024  |         |         |        | 1,325  |       
|                                                        | Amortization and depreciation:                |                        |                          |        |        |         |         |        |       
|                                                        |                                               | Leisure and recreation |                          |        | 9,909  |         |         |        | 8,893  |       
|                                                        |                                               | Corporate              |                          |        | 53     |         |         |        | 53     |       
|                                                        |                                               |                        |                          |        |        |         |         |       
|                                                        |                                               |                        | Total operating expenses |        |        | 57,465  |         |        |        | 55,461 |  
|                                                        |                                               |                        |                          |        |        |         |         |       
|                                                        | Operating loss:                               |                        |                          |        |        |         |         |        |       
|                                                        |                                               | Leisure and recreation |                          |        | (8,399 | )       |         |        | (7,791 | )     
|                                                        |                                               | Corporate              |                          |        | (2,077 | )       |         |        | (1,378 | )     
|                                                        |                                               |                        |                          |        |        |         |         |       
|                                                        |                                               |                        | Total operating loss     |        |        | (10,476 | )       |        |        | (9,169 | )
|Interest and other income                               |                                               |                        | 59                       |        |        |         | 30      |       
|Interest expense                                        |                                               |                        | (5,082                   | )      |        |         | (5,611  | )     
|                                                        |                                               |                        |                          |        |        |         |         |       
|Loss before benefit for income taxes                    |                                               |                        | (15,499                  | )      |        |         | (14,750 | )     
|Benefit for income taxes                                |                                               |                        | 5,967                    |        |        |         | 5,679   |       
|                                                        |                                               |                        |                          |        |        |         |         |       
|Net loss                                                |                                               | $                      | (9,532                   | )      |        | $       | (9,071  | )     
|                                                        |                                               |                        |                          |        |        |         |         |       
|Net cash provided by operating activities               |                                               | $                      | 13,008                   |        |        | $       | 11,215  |       
|                                                        |                                               |                        |                          |        |        |         |         |       
|Net cash used in investing activities                   |                                               | $                      | (11,447                  | )      |        | $       | (5,537  | )     
|                                                        |                                               |                        |                          |        |        |         |         |       
|Net cash provided by (used in) financing
    activities |                                               | $                      | (2,473                   | )      |        | $       | 298     |       
|                                                        |                                               |                        |                          |        |        |         |         |       
|LBITDA                                                  |                                               | $                      | (61                      | )      |        | $       | (223    | )     
|                                                        |                                               |                        |                          |        |        |         |         |       

The accompanying table reconciles LBITDA to loss
before benefit for income taxes, the most comparable GAAP
measure, for the three months ended September 30
(000s omitted):

|                                                   |  |      |         |      |  |   |         |  
|-------------------------------------------------- |  | ---- | ------- | ---- |  | - | ------- | -
|                                                   |  | 2003 |         | 2002
|                                                   |  |      |         |     
|LBITDA                                             |  | $    | (61     | )    |  | $ | (223    | )
|Less: Depreciation                                 |  |      | (9,962  | )    |  |   | (8,946  | )
|Less: Interest expense                             |  |      | (5,082  | )    |  |   | (5,611  | )
|Less: Non-recurring, non-cash compensation expense |  |      | (453    | )    |  |   |        |  
|Plus: Interest income                              |  |      | 59      |      |  |   | 30      |  
|                                                   |  |      |         |      |  |   |         |  
|Loss before benefit for income taxes               |  | $    | (15,499 | )    |  | $ | (14,750 | )
|                                                   |  |      |         |      |  |   |         |  

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

|                                                            |                          |                                      |         |        |        |          |         |        |        |  |    |    |   |  
|----------------------------------------------------------- | ------------------------ | ------------------------------------ | ------- | ------ | ------ | -------- | ------- | ------ | ------ |  | -- | -- | - | -
|                                                            |                          | 2003                                 |         | 2002   |        | % Change
|                                                            |                          |                                      |         |        |        |         
|Revenue:                                                    |                          |                                      |         |        |        |          |         |        |        |  |    |   
|                                                            | Room revenue             |                                      | $       | 16,297 |        |          | $       | 16,207 |        |  |    | 1  | %
|                                                            | Non-room related revenue |                                      |         | 30,692 |        |          |         | 30,085 |        |  |    | 2  | %
|                                                            |                          |                                      |         |        |        |          |         |        |        |  |    |   
|                                                            |                          | Total leisure and recreation revenue |         | $      | 46,989 |          |         | $      | 46,292 |  |    |    | 2 | %
|Operating Statistics:                                       |                          |                                      |         |        |        |          |         |        |        |  |    |   
|Available room nights                                       |                          |                                      | 213,164 |        |        |          | 213,164 |        |        |  |   |   
|Average daily rate                                          |                          | $                                    | 132.61  |        |        | $        | 138.44  |        |        |  | (4 | )%
|Occupancy                                                   |                          |                                      | 57.7    | %      |        |          | 54.9    | %      |        |  | 5  | % 
|Room revenue per available room                             |                          | $                                    | 76.45   |        |        | $        | 76.03   |        |        |  | 1  | % 
|Total leisure and recreation revenue per
    available room |                          | $                                    | 220.43  |        |        | $        | 217.17  |        |        |  | 2  | % 

7



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##### Table of Contents



Leisure and Recreation Revenue

Leisure and recreation revenue totaled
$47.0 million and $46.3 million for the three months
ended September 30, 2003 and 2002, respectively. The slight
increase in revenue for the three months ended
September 30, 2003, compared to the three months ended
September 30, 2002, followed increases in revenue at each
of the Companys properties, except for the Boca Raton
Resort & Club.

Revenue increases at the Companys Naples
properties during the three months ended September 30,
2003, versus the three months ended September 30, 2002,
were primarily a result of room renovations being performed
during the prior period at both the Registry Resort and
Edgewater Beach Hotel. An increase in revenue at the
Companys Fort Lauderdale properties during the three
months ended September 30, 2003, compared to the three
months ended September 30, 2002, was primarily the result
of more group business. Group business represented 30% and 29%
of the total occupied rooms at the Companys Fort
Lauderdale resorts during the three months ended
September 30, 2003 and 2002, respectively. Despite an
increase in leisure bookings at the Boca Raton Resort &
Club, group business was down during the three months ended
September 30, 2003, versus the three months ended
September 30, 2002. Group business represented 68% and 72%
of the total occupied rooms at the Boca Raton Resort & Club
during the three months ended September 30, 2003 and 2002,
respectively.

Leisure and Recreation Operating
Expenses

Cost of leisure and recreation services totaled
$26.6 million, or 57% of revenue, for the three months
ended September 30, 2003, compared to cost of leisure and
recreation services of $26.4 million, or 57% of revenue,
for the three months ended September 30, 2002. Cost of
leisure and recreation services primarily consisted of direct
costs to service rooms, marinas, food and beverage operations,
retail establishments, spas and other amenities at the resorts.

Leisure and recreation selling, general and
administrative expenses (S,G&A) totaled
$18.9 million, or 40% of revenue, for the three months
ended September 30, 2003, compared to S,G&A of
$18.8 million, or 41% of revenue, for the three months
ended September 30, 2002. Leisure and recreation S,G&A
includes, among other items, administrative payroll costs,
selling and marketing expenses, energy and property costs,
insurance, real estate taxes, franchise agreement fees and other
administrative expenses. Although leisure and recreation
S,G&A as a percent of revenue decreased slightly for the
three months ended September 30, 2003, compared to the
three months ended September 30, 2002, the Company
continues to be adversely affected by an increase in energy and
insurance costs, which was offset by a decrease in costs
associated with a golf course lease with a third party which
recently expired.

Leisure and recreation depreciation expense
totaled $9.9 million and $8.9 million for the three
months ended September 30, 2003 and 2002, respectively. The
increase in depreciation expense for the three months ended
September 30, 2003, compared to the three months ended
September 30, 2002, was primarily the result of an increase
in depreciation expense following the completion of room
renovations at the Registry Resort and Edgewater Beach Hotel.

Leisure and Recreation Operating
Loss

Leisure and recreation operations reported
operating losses of $8.4 million and $7.8 million for
the three months ended September 30, 2003 and 2002,
respectively. The decrease in operating results for the three
months ended September 30, 2003, versus the three months
ended September 30, 2002, was primarily due to an increase
in depreciation expense.

Corporate General and Administrative
Expenses

Corporate general and administrative expenses
totaled $2.0 million and $1.3 million for the three
months ended September 30, 2003 and 2002, respectively. The
increase in corporate general and administrative expense during
the three months ended September 30, 2003, compared to the
three months ended

8



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##### Table of Contents



September 30, 2002, was primarily because
the 2003 period included certain non-cash, non-recurring
compensation expense associated with stock options totaling
$453,000.


Interest Expense

Interest expense totaled $5.1 million and
$5.6 million for the three months ended September 30,
2003 and 2002, respectively. The decrease in interest expense
during the three months ended September 30, 2003, versus
the three months ended September 30, 2002, was the result
of a $207,000 increase in the amount of interest capitalized on
projects under construction together with a $254,000 decrease in
interest expense resulting from lower average outstanding
indebtedness during the 2003 period.

Benefit for Income Taxes

The Company recorded a benefit for income taxes
totaling $6.0 million, or 38.5% of pretax loss, and
$5.7 million, or 38.5% of pretax loss, for the three months
ended September 30, 2003 and 2002, respectively.

Net Loss

Net loss totaled $9.5 million and
$9.1 million for the three months ended September 30,
2003 and 2002, respectively. The decrease in operating results
for the three months ended September 30, 2003, versus the
three months ended September 30, 2002, was primarily due to
an increase in depreciation expense.

Liquidity and Capital Resources

Unrestricted cash and cash equivalents decreased
to $7.2 million at September 30, 2003, from
$8.1 million at June 30, 2003. The major components of
the change are discussed below.



| |                                              
| | ---------------------------------------------
| | Net Cash Provided by Operating
    Activities

Net cash provided by operating activities totaled
$13.0 million and $11.2 million for the three months
ended September 30, 2003 and 2002, respectively. The slight
increase in net cash provided by operating activities for the
three months ended September 30, 2003, compared to the
three months ended September 30, 2002, was primarily because
during the prior year three-month period the Company settled
certain litigation (that had been accrued for) relating to the
Arizona Biltmore Resort & Spa, which was formerly owned by
the Company.



| |                                          
| | -----------------------------------------
| | Net Cash Used In Investing
    Activities

Net cash used in investing activities totaled
$11.4 million and $5.5 million for the three months
ended September 30, 2003 and 2002, respectively. The change
was primarily because the Company received $5.6 million
from the sale of a land parcel located in Naples, Florida during
the prior year three-month period. Additionally, capital
expenditures totaled $11.5 million and $11.3 million
for the three months ended September 30, 2003 and 2002,
respectively.

During the three months ended September 30,
2003, the Company was nearing completion on a marina renovation
at the Bahia Mar Resort and Yachting Center, which includes the
reconfiguration of the existing boat slips. This extensive
marina renovation, which is being funded substantially from
operations, will result in a state-of-the art yachting center
with 242 reconfigured boat slips, sized to accommodate larger
yachts ranging from 80 feet to over 200 feet, without
reducing the rentable linear feet. The Company also completed,
or is nearing completion, on a number of smaller initiatives
during the three-month period including the renovation of the
pool area at the Boca Raton Resort & Club and a new themed
restaurant at Pier 66 Resort and Marina.

During the three months ended September 30,
2002, the Company commenced work on a comprehensive room
renovation at the Registry Resort covering 395 guestrooms, which
included all new furnishings and new five fixture bathrooms. The
Company was also renovating approximately 60 guest suites
at the Edgewater Beach Hotel.

9



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##### Table of Contents



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



| |                                                        
| | -------------------------------------------------------
| | Net Cash Provided by (Used in) Financing
    Activities

Net cash used in financing activities totaled
$2.5 million during the three months ended
September 30, 2003, compared to net cash provided by
financing activities of $298,000 during the three months ended
September 30, 2002. Financing activities for the periods
presented primarily includes borrowings, net of repayments,
under the Companys revolving credit facility, as well as,
repurchases of the Companys common stock.



| |                  
| | -----------------
| | 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, spa revenue,
golf revenue, tennis revenue, marina and conference service
revenue at the resorts and (2) Premier Club membership
revenue. The primary external sources of liquidity have been the
issuance of debt securities, borrowing under term loans and
credit lines, the issuance of Company stock for property
acquisitions and the exercise of non-qualified stock options by
employees pursuant to the Companys stock option plan.

As of September 30, 2003, the Company had
$15.0 million outstanding under its revolving credit line
(which matures on June 30, 2005) and had $77.9 million in
immediate availability. As a result of the current availability
under this credit line, combined with cash on hand, management
believes the Company has sufficient funds to continue its
capital enhancement plans during fiscal 2004 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, 2003 to September 30, 2003 are discussed below.



| |                    
| | -------------------
| | Accounts Receivable

Accounts receivable decreased to
$16.2 million at September 30, 2003, from
$21.0 million at June 30, 2003. It is customary for
the Companys trade receivables to be lowest following the
September 30 operating quarter as a result of the
seasonality of its business.



| |                                          
| | -----------------------------------------
| | Accounts Payable and Accrued
    Expenses

Accounts payable and accrued expenses increased
to $35.4 million at September 30, 2003, from
$33.5 million at June 30, 2003. The increase in
accounts payable and accrued expenses was primarily because of
an increase in accrued interest on the Companys 9.875%
senior subordinated notes, partially offset by a decrease in
trade payables due to the seasonality of the Companys
business. Interest on the senior subordinated notes is paid
semi-annually on October 15 and April 15. At
June 30, 2003, the accrual for interest on such notes
totaled $4.0 million (and represented interest for
76 days on $190.1 million outstanding notes). At
September 30, 2003, the accrual for interest totaled
$8.6 million (and represented interest for 168 days on
$190.1 million outstanding notes).



| |                                                             
| | ------------------------------------------------------------
| | Current Portion of Deferred Revenue and
    Advance Deposits

Current portion of deferred revenue and advance
deposits increased to $32.4 million at September 30,
2003, from $23.3 million at June 30, 2003. The
increase substantially related to the collection of annual
Premier Club dues at the Boca Raton Resort & Club. The
annual dues will be recognized as revenue ratably over the
membership year, which commenced on October 1.

10



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##### Table of Contents





| |                
| | ---------------
| | Working Capital

Current liabilities exceeded current assets by
$31.4 million and $14.8 million at September 30, 2003
and June 30, 2003, respectively. Current liabilities
exceeded current assets at each September 30, 2003 and
June 30, 2003 primarily because the Company repurchased
$149.9 million principal amount of senior subordinated
notes over the past three years and such notes would have
otherwise matured in April 2009. The repurchase of the notes
resulted in, among other things, a decrease in the Company
average cost of borrowing. However, the ratio of current
liabilities to current assets is not indicative of a lack of
liquidity as the Company maintains a revolving credit line that
represents an additional and immediate potential source of
liquidity. See Capital Resources.

Forward-Looking Statements

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

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






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

Not Applicable.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

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

11



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##### Table of Contents






Part II  OTHER
INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

The Company is not currently 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 arise in the
normal course of business cannot be predicted with certainty,
management believes that losses, if any, resulting from the
ultimate resolution of these matters will not have a material
adverse effect on the Companys consolidated results of
operations, consolidated cash flows or consolidated financial
position.






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

None.






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

None.






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

None.






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

None.






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

(a) Exhibits

|         |  |   |  |                                                                                         
|-------- |  | - |  | ----------------------------------------------------------------------------------------
|Exhibits |  |   |  | Description Of Exhibit                                                                  
|         |  |   |  |                                                                                         
|31.1     |  |  |  | Certification Pursuant to Section 302 of the
    Sarbanes-Oxley Act  H. Wayne Huizenga.
|31.2     |  |  |  | Certification Pursuant to Section 302 of the
    Sarbanes-Oxley Act  Wayne Moor.       
|32.1     |  |  |  | Certification Pursuant to Section 906 of the
    Sarbanes-Oxley Act.                    

(b) Reports
on Form 8-K

The Company filed a Current Report on
Form 8-K on September 29, 2003 to furnish its earnings
release for the fiscal fourth quarter and fiscal year ended
June 30, 2003.

12



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##### Table of Contents






SIGNATURES

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

|                       |  |                                                                                                                                
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|                       |  | BOCA RESORTS, INC.                                                                                                             
|                      
|Date: November 4, 2003 |  | By: /s/ WAYNE MOORWayne Moor
    Senior Vice President, Treasurer and Chief
    Financial Officer (Principal Financial Officer)
|                      
|                       |  | By: /s/ MARYJO FINOCCHIAROMaryJo Finocchiaro
    Vice President and Corporate Controller
    (Principal Accounting Officer)    

13