##### 









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q



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|                                                  |  |                                                                                             
|------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|(Mark One)                                        |  |                                                                                             
|þ                                                 |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                                 
|For the quarterly period ended March 31,
    2004
|                                                 
|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                     |  | 33432                               
|Boca Raton, Florida                      |  | (Zip Code)                          
|(Address of Principal Executive Offices) |  |                                     

Registrants telephone number, including
area code:

(561) 447-5300


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

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

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

As of April 30, 2004, there were 39,911,954
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.

CONDENSED CONSOLIDATED BALANCE
SHEETS

(000s Omitted, Except Share
Data)


(Unaudited)


|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |         |         | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------- |  | ------- | ------- | ------- | 
|                                                   |                                                                                                                                                                                               | March 31,                                  |         | June 30,
|                                                   |                                                                                                                                                                                               | 2004                                       |         | 2003    
|                                                   |                                                                                                                                                                                               |                                            |         |         
|ASSETS                                             |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|Current assets:                                    |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   | Cash and cash equivalents                                                                                                                                                                     |                                            | $       | 26,093   |         |  | $       | 8,110   |        
|                                                   | Restricted cash                                                                                                                                                                               |                                            |         | 152      |         |  |         | 641     |        
|                                                   | Accounts receivable, net                                                                                                                                                                      |                                            |         | 26,174   |         |  |         | 20,960  |        
|                                                   | Income taxes receivable                                                                                                                                                                       |                                            |         | 12,600   |         |  |         |        |        
|                                                   | Inventory                                                                                                                                                                                     |                                            |         | 7,131    |         |  |         | 6,616   |        
|                                                   | Current portion of Premier Club notes receivable                                                                                                                                              |                                            |         | 4,354    |         |  |         | 3,631   |        
|                                                   | Other current assets                                                                                                                                                                          |                                            |         | 3,126    |         |  |         | 3,238   |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total current assets                       |         |          | 79,630  |  |         |         | 43,196  | 
|Property and equipment, net                        |                                                                                                                                                                                               |                                            | 813,743 |          |         |  | 823,681 |        
|Intangible assets                                  |                                                                                                                                                                                               |                                            | 35,937  |          |         |  | 35,937  |        
|Long-term portion of Premier Club notes receivable |                                                                                                                                                                                               |                                            | 9,153   |          |         |  | 8,157   |        
|Other assets                                       |                                                                                                                                                                                               |                                            | 8,145   |          |         |  | 9,179   |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total assets                               |         | $        | 946,608 |  |         | $       | 920,150 | 
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                  
|LIABILITIES AND SHAREHOLDERS
    EQUITY           |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|Current liabilities:                               |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   | Accounts payable and accrued expenses                                                                                                                                                         |                                            | $       | 37,057   |         |  | $       | 33,515  |        
|                                                   | Current portion of deferred revenue and advance
    deposits                                                                                                                                  |                                            |         | 24,836   |         |  |         | 23,288  |        
|                                                   | Net liabilities of discontinued operations                                                                                                                                                    |                                            |         | 1,045    |         |  |         | 1,074   |        
|                                                   | Current portion of credit line and note payable                                                                                                                                               |                                            |         |         |         |  |         | 79      |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total current liabilities                  |         |          | 62,938  |  |         |         | 57,956  | 
|Credit line and note payable                       |                                                                                                                                                                                               |                                            |        |          |         |  | 18,000  |        
|Deferred revenue, net of current portion           |                                                                                                                                                                                               |                                            | 33,316  |          |         |  | 33,498  |        
|Other liabilities                                  |                                                                                                                                                                                               |                                            | 9,560   |          |         |  | 9,560   |        
|Deferred income taxes                              |                                                                                                                                                                                               |                                            | 52,849  |          |         |  | 34,242  |        
|Senior subordinated notes payable                  |                                                                                                                                                                                               |                                            | 190,145 |          |         |  | 190,145 |        
|Premier Club refundable membership fees            |                                                                                                                                                                                               |                                            | 54,828  |          |         |  | 56,700  |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total liabilities                          |         |          | 403,636 |  |         |         | 400,101 | 
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|Commitments and contingencies                      |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|Shareholders equity:                              |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   | Class A Common Stock, $.01 par value,
    100,000,000 shares authorized and 39,890,949 and 39,035,078
    shares issued and outstanding at March 31, 2004 and
    June 30, 2003, respectively |                                            |         | 399      |         |  |         | 390     |        
|                                                   | Class B Common Stock, $.01 par value,
    10,000,000 shares authorized and 255,000 shares issued and
    outstanding at March 31, 2004 and June 30, 2003.                                     |                                            |         | 3        |         |  |         | 3       |        
|                                                   | Contributed capital                                                                                                                                                                           |                                            |         | 470,208  |         |  |         | 459,548 |        
|                                                   | Retained earnings                                                                                                                                                                             |                                            |         | 72,362   |         |  |         | 60,108  |        
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total shareholders equity                 |         |          | 542,972 |  |         |         | 520,049 | 
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        
|                                                   |                                                                                                                                                                                               | Total liabilities and shareholders equity |         | $        | 946,608 |  |         | $       | 920,150 | 
|                                                   |                                                                                                                                                                                               |                                            |         |          |         |  |         |        

See accompanying notes to consolidated financial
statements.

1



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##### 



BOCA RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Three Months Ended
March 31


(000s Omitted, Except Per Share
Data)


(Unaudited)


|                                                                             |                                              |                          |         |        |        |   |         |        |        | 
|---------------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                             |                                              | 2004                     |         | 2003  
|                                                                             |                                              |                          |         |       
|Leisure and recreation revenue                                               |                                              | $                        | 113,120 |        |        | $ | 100,277 |       
|Operating expenses:                                                          |                                              |                          |         |        |        |   |         |       
|                                                                             | Cost of leisure and recreation services      |                          |         | 41,920 |        |   |         | 37,802 |       
|                                                                             | Selling, general and administrative expenses |                          |         | 22,633 |        |   |         | 22,576 |       
|                                                                             | Depreciation                                 |                          |         | 10,368 |        |   |         | 10,073 |       
|                                                                             |                                              |                          |         |        |        |   |         |       
|                                                                             |                                              | Total operating expenses |         |        | 74,921 |   |         |        | 70,451 | 
|                                                                             |                                              |                          |         |        |        |   |         |       
|Operating income                                                             |                                              |                          | 38,199  |        |        |   | 29,826  |       
|Interest income and other income (expense)                                   |                                              |                          | (45     | )      |        |   | 39      |       
|Interest expense                                                             |                                              |                          | (5,253  | )      |        |   | (5,407  | )     
|                                                                             |                                              |                          |         |        |        |   |         |       
|Income before provision for income taxes                                     |                                              |                          | 32,901  |        |        |   | 24,458  |       
|Provision for income taxes                                                   |                                              |                          | (12,666 | )      |        |   | (9,416  | )     
|                                                                             |                                              |                          |         |        |        |   |         |       
|Net income                                                                   |                                              | $                        | 20,235  |        |        | $ | 15,042  |       
|                                                                             |                                              |                          |         |        |        |   |         |       
|Net income per share  basic                                                 |                                              | $                        | .51     |        |        | $ | .38     |       
|                                                                             |                                              |                          |         |        |        |   |         |       
|Net income per share  diluted                                               |                                              | $                        | .49     |        |        | $ | .38     |       
|                                                                             |                                              |                          |         |        |        |   |         |       
|Weighted average shares used in computing net
    income per share  basic   |                                              |                          | 40,025  |        |        |   | 39,209  |       
|                                                                             |                                              |                          |         |        |        |   |         |       
|Weighted average shares used in computing net
    income per share  diluted |                                              |                          | 41,594  |        |        |   | 39,563  |       
|                                                                             |                                              |                          |         |        |        |   |         |       

See accompanying notes to consolidated financial
statements.

2



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##### 



BOCA RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Nine Months Ended
March 31


(000s Omitted, Except Per Share
Data)


(Unaudited)


|                                                                             |                                              |                          |         |         |         |   |         |        |         | 
|---------------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | ------- | ------- | - | ------- | ------ | ------- | 
|                                                                             |                                              | 2004                     |         | 2003   
|                                                                             |                                              |                          |         |        
|Leisure and recreation revenue                                               |                                              | $                        | 233,051 |         |         | $ | 213,615 |       
|Operating expenses:                                                          |                                              |                          |         |         |         |   |         |       
|                                                                             | Cost of leisure and recreation services      |                          |         | 101,795 |         |   |         | 95,859 |        
|                                                                             | Selling, general and administrative expenses |                          |         | 65,221  |         |   |         | 63,978 |        
|                                                                             | Depreciation                                 |                          |         | 30,476  |         |   |         | 28,093 |        
|                                                                             | Loss on early retirement of debt             |                          |         |        |         |   |         | 149    |        
|                                                                             |                                              |                          |         |         |         |   |         |       
|                                                                             |                                              | Total operating expenses |         |         | 197,492 |   |         |        | 188,079 | 
|                                                                             |                                              |                          |         |         |         |   |         |       
|Operating income                                                             |                                              |                          | 35,559  |         |         |   | 25,536  |       
|Interest and other income                                                    |                                              |                          | 131     |         |         |   | 78      |       
|Interest expense                                                             |                                              |                          | (15,765 | )       |         |   | (16,447 | )     
|                                                                             |                                              |                          |         |         |         |   |         |       
|Income before provision for income taxes                                     |                                              |                          | 19,925  |         |         |   | 9,167   |       
|Provision for income taxes                                                   |                                              |                          | (7,671  | )       |         |   | (3,529  | )     
|                                                                             |                                              |                          |         |         |         |   |         |       
|Net income                                                                   |                                              | $                        | 12,254  |         |         | $ | 5,638   |       
|                                                                             |                                              |                          |         |         |         |   |         |       
|Net income per share  basic                                                 |                                              | $                        | .31     |         |         | $ | .14     |       
|                                                                             |                                              |                          |         |         |         |   |         |       
|Net income per share  diluted                                               |                                              | $                        | .30     |         |         | $ | .14     |       
|                                                                             |                                              |                          |         |         |         |   |         |       
|Weighted average shares used in computing net
    income per share  basic   |                                              |                          | 39,618  |         |         |   | 39,367  |       
|                                                                             |                                              |                          |         |         |         |   |         |       
|Weighted average shares used in computing net
    income per share  diluted |                                              |                          | 40,690  |         |         |   | 39,907  |       
|                                                                             |                                              |                          |         |         |         |   |         |       

See accompanying notes to consolidated financial
statements.

3



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##### 



BOCA RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Nine Months Ended
March 31


(000s Omitted)


(Unaudited)


|                                                  |                                                                                       |                                            |                                           |         |        |         |        |         |        |         |  
|------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------ | ----------------------------------------- | ------- | ------ | ------- | ------ | ------- | ------ | ------- | -
|                                                  |                                                                                       | 2004                                       |                                           | 2003   
|                                                  |                                                                                       |                                            |                                           |        
|Operating activities:                             |                                                                                       |                                            |                                           |         |        |         |        |        
|                                                  | Net income                                                                            |                                            | $                                         | 12,254  |        |         | $      | 5,638   |       
|                                                  | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                            |                                           |         |        |         |        |         |       
|                                                  |                                                                                       | Depreciation                               |                                           |         | 30,476 |         |        |         | 28,093 |        
|                                                  |                                                                                       | Non-cash compensation expense              |                                           |         | 453    |         |        |         | 217    |        
|                                                  |                                                                                       | Impairment loss on land parcel             |                                           |         |       |         |        |         | 2,396  |        
|                                                  |                                                                                       | Gain on sale of land parcel                |                                           |         |       |         |        |         | (2,291 | )      
|                                                  |                                                                                       | Loss on early retirement of debt           |                                           |         |       |         |        |         | 149    |        
|                                                  |                                                                                       | Provision for deferred income taxes        |                                           |         | 7,671  |         |        |         | 3,529  |        
|                                                  | Changes in operating assets and liabilities                                           |                                            |                                           |         |        |         |        |         |       
|                                                  |                                                                                       | Accounts receivable                        |                                           |         | (5,214 | )       |        |         | (3,730 | )      
|                                                  |                                                                                       | Other assets                               |                                           |         | (1,088 | )       |        |         | 3,604  |        
|                                                  |                                                                                       | Accounts payable and accrued expenses      |                                           |         | 6,842  |         |        |         | 2,616  |        
|                                                  |                                                                                       | Deferred revenue and other liabilities     |                                           |         | (506   | )       |        |         | 4,092  |        
|                                                  |                                                                                       | Net liabilities of discontinued operations |                                           |         | (29    | )       |        |         | (1,362 | )      
|                                                  |                                                                                       |                                            |                                           |         |        |         |        |        
|                                                  |                                                                                       |                                            | Net cash provided by operating activities |         |        | 50,859  |        |         |        | 42,951  |  
|                                                  |                                                                                       |                                            |                                           |         |        |         |        |        
|Investing activities:                             |                                                                                       |                                            |                                           |         |        |         |        |        
|                                                  | Capital expenditures                                                                  |                                            |                                           | (23,838 | )      |         |        | (42,563 | )     
|                                                  | Change in restricted cash                                                             |                                            |                                           | 489     |        |         |        | 74      |       
|                                                  | Net proceeds from the sale of land parcels                                            |                                            |                                           |        |        |         |        | 12,786  |       
|                                                  |                                                                                       |                                            |                                           |         |        |         |        |        
|                                                  |                                                                                       |                                            | Net cash used in investing activities     |         |        | (23,349 | )      |         |        | (29,703 | )
|                                                  |                                                                                       |                                            |                                           |         |        |         |        |        
|Financing activities:                             |                                                                                       |                                            |                                           |         |        |         |        |        
|                                                  | Borrowings under credit facilities                                                    |                                            |                                           | 24,000  |        |         |        | 37,000  |       
|                                                  | Payments under long-term debt agreements and
    credit facility                      |                                            |                                           | (42,079 | )      |         |        | (29,688 | )     
|                                                  | Proceeds from exercise of stock options                                               |                                            |                                           | 8,552   |        |         |        | 750     |       
|                                                  | Repurchases of common stock                                                           |                                            |                                           |        |        |         |        | (6,174  | )     
|                                                  | Repurchases of senior subordinated notes payable                                      |                                            |                                           |        |        |         |        | (2,750  | )     
|                                                  |                                                                                       |                                            |                                           |         |        |         |        |        
|                                                  |                                                                                       |                                            | Net cash used in financing activities     |         |        | (9,527  | )      |         |        | (862    | )
|                                                  |                                                                                       |                                            |                                           |         |        |         |        |        
|Cash provided by continuing operations            |                                                                                       |                                            | 18,012                                    |         |        |         | 13,748 |        
|Cash used in discontinued operations              |                                                                                       |                                            | (29                                       | )       |        |         | (1,362 | )      
|Cash and cash equivalents, at beginning of period |                                                                                       |                                            | 8,110                                     |         |        |         | 3,691  |        
|                                                  |                                                                                       |                                            |                                           |         |        |         |        |        
|Cash and cash equivalents, at end of period       |                                                                                       | $                                          | 26,093                                    |         |        | $       | 16,077 |        
|                                                  |                                                                                       |                                            |                                           |         |        |         |        |        

See accompanying notes to consolidated financial
statements.

4



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##### 



BOCA RESORTS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

1.     Basis of
Presentation

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

In the opinion of management, the financial
information furnished in this report reflects all material
adjustments (including normal recurring accruals) necessary for
a fair presentation of the results for the interim periods
presented. The results of operations for the three and nine
months ended March 31, 2004 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 Per
Common Share

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

|                                            |  |              |        |             |  |      |        |      |  |  |        |  |  |  |        | 
|------------------------------------------- |  | ------------ | ------ | ----------- |  | ---- | ------ | ---- |  |  | ------ |  |  |  | ------ | 
|                                            |  |              |        |            
|                                            |  | Three Months |        | Nine Months
|                                            |  | Ended        |        | Ended      
|                                            |  | March 31,    |        | March 31,  
|                                            |  |              |        |            
|                                            |  | 2004         |        | 2003        |  | 2004 |        | 2003
|(In thousands)                              |  |              |        |             |  |      |        |     
|Basic weighted average shares outstanding   |  |              | 40,025 |             |  |      | 39,209 |      |  |  | 39,618 |  |  |  | 39,367 | 
|Stock options                               |  |              | 1,569  |             |  |      | 354    |      |  |  | 1,072  |  |  |  | 540    | 
|                                            |  |              |        |             |  |      |        |      |  |  |        |  |  |  |        | 
|Diluted weighted average shares outstanding |  |              | 41,594 |             |  |      | 39,563 |      |  |  | 40,690 |  |  |  | 39,907 | 
|                                            |  |              |        |             |  |      |        |      |  |  |        |  |  |  |        | 

Options to purchase shares of common stock
totaling 6.6 million and 6.5 million were outstanding at
March 31, 2004 and 2003, respectively, but were not
included in the computation of income per share for the
nine-month periods because the effect would be antidilutive.

4.     Income Taxes
Receivable

The Company adopted a new tax accounting policy
whereby it uses tax lives and methods for its property and
equipment as permitted by the Internal Revenue Service in
various rulings and regulations. The tax accounting policy has
resulted in a decrease in income taxes currently payable, as
well as, a refund of income taxes paid in prior years totaling
approximately $12.6 million. The refund was received in April
2004. The income tax accounting method change has no impact on
the Companys total income tax expense for financial
reporting purposes.

5



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##### 



BOCA RESORTS, INC.


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

CONTINUED


5.     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
income, except for certain non-cash compensation expense
associated with the modification in terms of stock option awards
which totaled $453,000 (or $279,000 net of benefit for income
taxes) during the nine months ended March 31, 2004 and
$217,000 (or $133,000 net of benefit for income taxes) during
the nine months ended March 31, 2003. The following table
summarizes the effect of accounting for stock option awards as
if the fair value recognition provisions of Statement of
Financial Accounting Standard (SFAS) No. 123,
as amended by SFAS No. 148, had been applied for the three
and nine months ended March 31, 2004 and 2003 (000s
omitted):

|                                                                                                                             |  |                    |        |             |  |      |        |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ----------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                             |  |                    |        |             |  |     
|                                                                                                                             |  |                    |        | Nine Months
|                                                                                                                             |  | Three Months Ended |        | Ended      
|                                                                                                                             |  | March 31,          |        | March 31,  
|                                                                                                                             |  |                    |        |            
|                                                                                                                             |  | 2004               |        | 2003        |  | 2004 |        | 2003
|                                                                                                                             |  |                    |        |             |  |      |        |     
|Net income as reported                                                                                                       |  | $                  | 20,235 |             |  | $    | 15,042 |      |  | $ | 12,254 |   |  | $ | 5,638  |  
|Less: total stock based compensation determined
    under fair value based method for awards, net of related tax
    effects |  |                    | (305   | )           |  |      | (365   | )    |  |   | (1,036 | ) |  |   | (1,213 | )
|                                                                                                                             |  |                    |        |             |  |      |        |      |  |   |        |   |  |   |        |  
|Pro forma net income                                                                                                         |  | $                  | 19,930 |             |  | $    | 14,677 |      |  | $ | 11,218 |   |  | $ | 4,425  |  
|                                                                                                                             |  |                    |        |             |  |      |        |      |  |   |        |   |  |   |        |  
|Net income per share  basic , as
    reported                                                                               |  | $                  | .51    |             |  | $    | .38    |      |  | $ | .31    |   |  | $ | .14    |  
|                                                                                                                             |  |                    |        |             |  |      |        |      |  |   |        |   |  |   |        |  
|Net income per share  diluted, as
    reported                                                                              |  | $                  | .49    |             |  | $    | .38    |      |  | $ | .30    |   |  | $ | .14    |  
|                                                                                                                             |  |                    |        |             |  |      |        |      |  |   |        |   |  |   |        |  
|Net income per share  basic, Pro forma                                                                                      |  | $                  | .50    |             |  | $    | .37    |      |  | $ | .28    |   |  | $ | .11    |  
|                                                                                                                             |  |                    |        |             |  |      |        |      |  |   |        |   |  |   |        |  
|Net income per share  diluted, Pro
    forma                                                                                |  | $                  | .48    |             |  | $    | .37    |      |  | $ | .28    |   |  | $ | .11    |  
|                                                                                                                             |  |                    |        |             |  |      |        |      |  |   |        |   |  |   |        |  

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 and nine months
ended March 31, 2004 and 2003:

|                        |  |      |         |      |  |  |         | 
|----------------------- |  | ---- | ------- | ---- |  |  | ------- | 
|                        |  | 2004 |         | 2003
|                        |  |      |         |     
|Risk free interest rate |  |      | 1.00%   |      |  |  | 1.50%   | 
|Expected lives          |  |      | 6 years |      |  |  | 6 years | 
|Expected volatility     |  |      | 30%     |      |  |  | 30%     | 

6



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##### 



BOCA RESORTS, INC.


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

CONTINUED


6.     Shareholders
Equity

The accompanying table sets forth the components
of the change in shareholders equity for the nine months
ended March 31, 2004 (000s omitted):

|                        |                                                             |              |        |              |  |        |     |        |  |             |     |          |  |               |   |   |  |   |         |       |  |   |        |        |  |   |         |        | 
|----------------------- | ----------------------------------------------------------- | ------------ | ------ | ------------ |  | ------ | --- | ------ |  | ----------- | --- | -------- |  | ------------- | - | - |  | - | ------- | ----- |  | - | ------ | ------ |  | - | ------- | ------ | 
|                        |                                                             |              |        |              |  |        |     |        |  |            
|                        |                                                             | Class A      |        | Class B      |  |        |     |        |  |            
|                        |                                                             | Common Stock |        | Common Stock |  |        |     |        |  |            
|                        |                                                             |              |        |              |  |        |     |        |  |            
|                        |                                                             | Number       |        |              |  | Number |     |        |  |             |     |          |  | Total        
|                        |                                                             | of           |        |              |  | of     |     |        |  | Contributed |     | Retained |  | Shareholders
|                        |                                                             | Shares       |        | Amount       |  | Shares |     | Amount |  | Capital     |     | Earnings |  | Equity       
|                        |                                                             |              |        |              |  |        |     |        |  |             |     |          |  |              
|Balance, June 30, 2003. |                                                             |              | 39,035 |              |  | $      | 390 |        |  |             | 255 |          |  | $             | 3 |   |  | $ | 459,548 |       |  | $ | 60,108 |        |  | $ | 520,049 |       
|                        | Net income                                                  |              |        |             |  |        |     |       |  |             |     |         |  |               |   |  |  |   |         |      |  |   |        | 12,254 |  |   |         | 12,254 | 
|                        | Exercise of stock options                                   |              |        | 856          |  |        |     | 9      |  |             |     |         |  |               |   |  |  |   |         | 8,543 |  |   |        |       |  |   |         | 8,552  | 
|                        | Tax deduction associated with exercise of stock
    options |              |        |             |  |        |     |       |  |             |     |         |  |               |   |  |  |   |         | 1,664 |  |   |        |       |  |   |         | 1,664  | 
|                        | Modification in terms of stock option awards                |              |        |             |  |        |     |       |  |             |     |         |  |               |   |  |  |   |         | 453   |  |   |        |       |  |   |         | 453    | 
|                        |                                                             |              |        |              |  |        |     |        |  |             |     |          |  |               |   |   |  |   |         |       |  |   |        |        |  |   |         |       
|Balance, March 31, 2004 |                                                             |              | 39,891 |              |  | $      | 399 |        |  |             | 255 |          |  | $             | 3 |   |  | $ | 470,208 |       |  | $ | 72,362 |        |  | $ | 542,972 |       
|                        |                                                             |              |        |              |  |        |     |        |  |             |     |          |  |               |   |   |  |   |         |       |  |   |        |        |  |   |         |       

7



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##### 



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

This report may not contain all the information
that is important to you and should be read together with the
Annual Report on Form 10-K for the fiscal year ended
June 30, 2003, including the disclosure relating to
critical accounting policies in Managements Discussion and
Analysis. The Securities and Exchange Commission has requested
that all registrants list their most critical accounting
policies in MD&A. The SEC indicated that a
critical accounting policy is one which is both
important to the portrayal of the Companys financial
position and results of operations and requires
managements most difficult, subjective or complex
judgments, often as a result of the need to make estimates about
the effect of matters that are inherently uncertain.

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 third and fourth quarters of the fiscal year ended
June 30 due to increased occupancy and room rates during
the winter and spring months. Historically, 16%, 23%, 36% and
25% of annual revenue has been derived during the first, second,
third and fourth fiscal quarters, respectively.

Non-GAAP Financial Measures

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

8



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##### 



The accompanying table sets forth the operating
results for the three and nine months ended March 31, 2004
and 2003 (000s omitted):

|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |        |        |         | 
|------------------------------------------ | --------------------------------------------- | ---------------------- | ------------------------ | ----------------- | ------ | ------ | ------- | ------ | ------ | ------ | ------- | ------- | ------ | ------- | ------- | ------ | ------ | ------- | 
|                                           |                                               |                        |                          |                  
|                                           |                                               | Three Months Ended     |                          | Nine Months Ended
|                                           |                                               | March 31,              |                          | March 31,        
|                                           |                                               |                        |                          |                  
|                                           |                                               | 2004                   |                          | 2003              |        | 2004   |         | 2003  
|                                           |                                               |                        |                          |                   |        |        |         |       
|Leisure and recreation revenue             |                                               | $                      | 113,120                  |                   |        | $      | 100,277 |        |        | $      | 233,051 |         |        | $       | 213,615 |       
|Operating expenses:                        |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|                                           | Cost of leisure and recreation services       |                        |                          | 41,920            |        |        |         | 37,802 |        |        |         | 101,795 |        |         |         | 95,859 |       
|                                           | Selling, general and administrative expenses: |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |        |       
|                                           |                                               | Leisure and recreation |                          |                   | 20,509 |        |         |        | 20,420 |        |         |         | 58,760 |         |         |        | 58,107 |        
|                                           |                                               | Corporate              |                          |                   | 2,124  |        |         |        | 2,156  |        |         |         | 6,461  |         |         |        | 5,871  |        
|                                           | Depreciation:                                 |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |        |       
|                                           |                                               | Leisure and recreation |                          |                   | 10,316 |        |         |        | 10,024 |        |         |         | 30,318 |         |         |        | 27,938 |        
|                                           |                                               | Corporate              |                          |                   | 52     |        |         |        | 49     |        |         |         | 158    |         |         |        | 155    |        
|                                           | Loss on early retirement of debt              |                        |                          |                  |        |        |         |       |        |        |         |        |        |         |         | 149    |       
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|                                           |                                               |                        | Total operating expenses |                   |        | 74,921 |         |        |        | 70,451 |         |         |        | 197,492 |         |        |        | 188,079 | 
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|                                           | Operating income (loss):                      |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |        |       
|                                           |                                               | Leisure and recreation |                          |                   | 40,375 |        |         |        | 32,031 |        |         |         | 42,178 |         |         |        | 31,711 |        
|                                           |                                               | Corporate              |                          |                   | (2,176 | )      |         |        | (2,205 | )      |         |         | (6,619 | )       |         |        | (6,175 | )      
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|                                           |                                               |                        | Total operating income   |                   |        | 38,199 |         |        |        | 29,826 |         |         |        | 35,559  |         |        |        | 25,536  | 
|Interest income and other income (expense) |                                               |                        | (45                      | )                 |        |        | 39      |        |        |        | 131     |         |        |         | 78      |       
|Interest expense                           |                                               |                        | (5,253                   | )                 |        |        | (5,407  | )      |        |        | (15,765 | )       |        |         | (16,447 | )     
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|Income before provision for income taxes   |                                               |                        | 32,901                   |                   |        |        | 24,458  |        |        |        | 19,925  |         |        |         | 9,167   |       
|Provision for income taxes                 |                                               |                        | (12,666                  | )                 |        |        | (9,416  | )      |        |        | (7,671  | )       |        |         | (3,529  | )     
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|Net income                                 |                                               | $                      | 20,235                   |                   |        | $      | 15,042  |        |        | $      | 12,254  |         |        | $       | 5,638   |       
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|Net cash provided by operating activities  |                                               | $                      | 41,478                   |                   |        | $      | 29,412  |        |        | $      | 50,859  |         |        | $       | 42,951  |       
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|Net cash used in investing activities      |                                               | $                      | (3,687                   | )                 |        | $      | (11,851 | )      |        | $      | (23,349 | )       |        | $       | (29,703 | )     
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|Net cash used in financing activities      |                                               | $                      | (16,015                  | )                 |        | $      | (15,327 | )      |        | $      | (9,527  | )       |        | $       | (862    | )     
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       
|EBITDA                                     |                                               | $                      | 48,567                   |                   |        | $      | 39,953  |        |        | $      | 66,488  |         |        | $       | 53,995  |       
|                                           |                                               |                        |                          |                   |        |        |         |        |        |        |         |         |        |         |         |       

9



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##### 



The accompanying table reconciles EBITDA to net
income for the three and nine months ended March 31, 2004
and 2003 (000s omitted):

|                                                   |  |                    |         |                   |  |      |         |      |  |   |         |   |  |   |         |  
|-------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | ---- | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                   |  |                    |         |                  
|                                                   |  | Three Months Ended |         | Nine Months Ended
|                                                   |  | March 31,          |         | March 31,        
|                                                   |  |                    |         |                  
|                                                   |  | 2004               |         | 2003              |  | 2004 |         | 2003
|                                                   |  |                    |         |                   |  |      |         |     
|EBITDA                                             |  | $                  | 48,567  |                   |  | $    | 39,953  |      |  | $ | 66,488  |   |  | $ | 53,995  |  
|Less: Depreciation                                 |  |                    | (10,368 | )                 |  |      | (10,073 | )    |  |   | (30,476 | ) |  |   | (28,093 | )
|Less: Interest expense                             |  |                    | (5,253  | )                 |  |      | (5,407  | )    |  |   | (15,765 | ) |  |   | (16,447 | )
|Less: Non-recurring, non-cash compensation expense |  |                    |        |                   |  |      | (54     | )    |  |   | (453    | ) |  |   | (217    | )
|Less: Loss on early retirement of debt             |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   | (149    | )
|Less: Provision for income taxes                   |  |                    | (12,666 | )                 |  |      | (9,416  | )    |  |   | (7,671  | ) |  |   | (3,529  | )
|Plus/(Less): Interest income and other expense     |  |                    | (45     | )                 |  |      | 39      |      |  |   | 131     |   |  |   | 78      |  
|                                                   |  |                    |         |                   |  |      |         |      |  |   |         |   |  |   |         |  
|Net income                                         |  | $                  | 20,235  |                   |  | $    | 15,042  |      |  | $ | 12,254  |   |  | $ | 5,638   |  
|                                                   |  |                    |         |                   |  |      |         |      |  |   |         |   |  |   |         |  

See Condensed Consolidated Statements of Cash
Flow for a reconciliation of net income to net cash flow from
operating activities for the nine months ended March 31,
2004 and 2003.

The accompanying table sets forth additional
operating data for the three and nine months ended
March 31, 2004 and 2003 (000s omitted, except
operating statistics):

|                                                            |                          |                                      |         |                   |         |          |         |        |         |      |     |          |     |   |         |         |         |   |         |         |         |  |    |     |    | 
|----------------------------------------------------------- | ------------------------ | ------------------------------------ | ------- | ----------------- | ------- | -------- | ------- | ------ | ------- | ---- | --- | -------- | --- | - | ------- | ------- | ------- | - | ------- | ------- | ------- |  | -- | --- | -- | 
|                                                            |                          |                                      |         |                  
|                                                            |                          | Three Months Ended                   |         | Nine Months Ended
|                                                            |                          | March 31,                            |         | March 31,        
|                                                            |                          |                                      |         |                  
|                                                            |                          | 2004                                 |         | 2003              |         | % Change |         | 2004   |         | 2003 |     | % Change
|                                                            |                          |                                      |         |                   |         |          |         |        |         |      |     |         
|Revenue:                                                    |                          |                                      |         |                   |         |          |         |        |         |      |     |          |     |   |         |         |         |   |         |         |         |  |    |    
|                                                            | Room revenue             |                                      | $       | 49,831            |         |          | $       | 44,994 |         |      |     | 11%      |     |   | $       | 93,244  |         |   | $       | 86,233  |         |  |    | 8%  |   
|                                                            | Non-room related revenue |                                      |         | 63,289            |         |          |         | 55,283 |         |      |     | 14%      |     |   |         | 139,807 |         |   |         | 127,382 |         |  |    | 10% |   
|                                                            |                          |                                      |         |                   |         |          |         |        |         |      |     |          |     |   |         |         |         |   |         |         |         |  |    |    
|                                                            |                          | Total leisure and recreation revenue |         | $                 | 113,120 |          |         | $      | 100,277 |      |     |          | 13% |   |         | $       | 233,051 |   |         | $       | 213,615 |  |    |     | 9% | 
|                                                            |                          |                                      |         |                   |         |          |         |        |         |      |     |          |     |   |         |         |         |   |         |         |         |  |    |    
|Operating Statistics:                                       |                          |                                      |         |                   |         |          |         |        |         |      |     |          |     |   |         |         |         |   |         |         |         |  |    |    
|Available room nights                                       |                          |                                      | 210,756 |                   |         |          | 208,530 |        |         |      | 1%  |          |     |   | 637,023 |         |         |   | 634,858 |         |         |  |   |    
|Average daily rate                                          |                          | $                                    | 286.01  |                   |         | $        | 284.04  |        |         |      |    |          |     | $ | 217.79  |         |         | $ | 220.08  |         |         |  | (1 | )% 
|Occupancy                                                   |                          |                                      | 82.7%   |                   |         |          | 76.0%   |        |         |      | 9%  |          |     |   | 67.2%   |         |         |   | 61.7%   |         |         |  | 9% |    
|Room revenue per available room                             |                          | $                                    | 236.44  |                   |         | $        | 215.77  |        |         |      | 10% |          |     | $ | 146.37  |         |         | $ | 135.83  |         |         |  | 8% |    
|Total leisure and recreation revenue per
    available room |                          | $                                    | 536.74  |                   |         | $        | 480.87  |        |         |      | 12% |          |     | $ | 365.84  |         |         | $ | 336.48  |         |         |  | 9% |    

Leisure and Recreation Revenue

Leisure and recreation revenue totaled $113.1
million and $100.3 million for the three months ended
March 31, 2004 and 2003, respectively, and $233.1 million
and $213.6 million for the nine months ended March 31, 2004
and 2003, respectively. The increase in revenue for the three
and nine months ended March 31, 2004, compared to the three
and nine months ended March 31, 2003, resulted primarily
from increases in occupancy at each of the Companys
properties. The Company had 15,820 more occupied room nights
during the three months ended March 31, 2004 than during
the three months ended March 31, 2003 and 36,300 more
occupied room nights during the nine months ended March 31,
2004 than during the nine months ended March 31, 2003.
Management believes increases in resort occupancy are largely
the result of an improving economic landscape, significant
property enhancements, the high quality of the Companys
assets, a commitment to quality customer service resulting in
strong guest loyalty and a favorable market mix that combines
high-end leisure travelers and corporate groups.

10



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##### 



Leisure and Recreation Operating
Expenses

Cost of leisure and recreation services totaled
$41.9 million, or 37% of revenue, for the three months ended
March 31, 2004, compared to cost of leisure and recreation
services of $37.8 million, or 38% of revenue, for the three
months ended March 31, 2003. Cost of leisure and recreation
services totaled $101.8 million, or 44% of revenue, for the nine
months ended March 31, 2004, compared to cost of leisure
and recreation services of $95.9 million, or 45% of revenue, for
the nine months ended March 31, 2003. Cost of leisure and
recreation services primarily consisted of direct costs to
service rooms, marinas, food and beverage operations, retail
establishments, spas and other amenities at the resorts.

Leisure and recreation selling, general and
administrative expenses (S,G&A) totaled $20.5
million, or 18% of revenue, for the three months ended
March 31, 2004, compared to S,G&A of $20.4 million, or
20% of revenue, for the three months ended March 31, 2003.
Leisure and recreation S,G&A totaled $58.8 million, or 25%
of revenue, for the nine months ended March 31, 2004,
compared to S,G&A of $58.1 million, or 27% of revenue, for
the nine months ended March 31, 2003. 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 for the
three and nine months ended March 31, 2004, compared to the
three and nine months ended March 31, 2003, the Company was
adversely affected by an increase in energy and insurance costs,
which were partially offset by a decrease in costs following the
expiration of two operating leases at country club facilities.

Leisure and recreation depreciation expense
totaled $10.3 million and $10.0 million for the three months
ended March 31, 2004 and 2003, respectively, and $30.3
million and $27.9 million for the nine months ended
March 31, 2004 and 2003, respectively. The increase in
depreciation expense for the nine months ended March 31,
2004, compared to the nine months ended March 31, 2003, was
primarily the result of an increase in depreciation expense
following the completion of room renovations at the Registry
Resort (resulting in a $1.3 million increase in depreciation
expense), the marina renovation at the Bahia Mar Resort &
Yachting Center (resulting in a $645,000 increase in
depreciation expense) and enhancements at the Boca Raton Resort
& Club including the renovation of the central pool area and
pool-side restaurant, a redesigned driving range, an improved
golf staging area, an enlarged croquet lawn and renovations of a
casual restaurant at the beach club (resulting in a $586,000
increase in depreciation expense).

Leisure and Recreation Operating
Income

Leisure and recreation operations reported
operating income of $40.4 million and $32.0 million for the
three months ended March 31, 2004 and 2003, respectively,
and $42.2 million and $31.7 million for the nine months ended
March 31, 2004 and 2003, respectively. The increase in
operating results for the three and nine months ended
March 31, 2004, versus the three and nine months ended
March 31, 2003, was primarily due to an increase in revenue
partially offset by higher depreciation expense.

Corporate General and Administrative Expenses
and Corporate Depreciation Expense

Corporate general and administrative expenses
totaled $2.1 million and $2.2 million for the three months ended
March 31, 2004 and 2003, respectively, and $6.5 million and
$5.9 million for the nine months ended March 31, 2004 and
2003, respectively. The increase in corporate general and
administrative expenses during the nine months ended
March 31, 2004, compared to the nine months ended
March 31, 2003, was primarily because of a $500,000
increase in costs associated with corporate governance issues
pursuant to the Sarbanes-Oxley Act of 2002 and directors and
officers liability insurance.

Corporate depreciation expense totaled $52,000
and $49,000 for the three months ended March 31, 2004 and
2003, respectively, and $158,000 and $155,000 for the nine
months ended March 31, 2004 and 2003, respectively, and
represents depreciation on corporate furniture and equipment.

11



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##### 



Interest Expense

Interest expense totaled $5.3 million and $5.4
million for the three months ended March 31, 2004 and 2003,
respectively, and $15.8 million and $16.4 million for the nine
months ended March 31, 2004 and 2003, respectively. The
average debt balance was $206.9 million for the nine months
ended March 31, 2004, compared to $220.3 million for the
nine months ended March 31, 2003, while the average cost of
borrowing for each nine-month period remained level at 10%. The
$1.0 million decrease in interest expense resulting from lower
average outstanding debt during the nine months ended
March 31, 2004 was partially offset by a decrease in
capitalized interest.

Provision for Income Taxes

The Company recorded provisions for income taxes
equal to 38.5% of pretax income during the three and nine months
ended March 31, 2004 and 2003.

Net Income

Net income totaled $20.2 million and $15.0
million for the three months ended March 31, 2004 and 2003,
respectively, and $12.3 million and $5.6 million for the nine
months ended March 31, 2004 and 2003, respectively. The
improvement in operating results for the three and nine months
ended March 31, 2004, versus the three and nine months
ended March 31, 2003, was primarily due to an increase in
revenue partially offset by higher depreciation expense.

Liquidity and Capital Resources

Unrestricted cash and cash equivalents increased
to $26.1 million at March 31, 2004, 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
$50.9 million and $43.0 million for the nine months ended
March 31, 2004 and 2003, respectively. The increase in net
cash provided by operating activities for the nine months ended
March 31, 2004, compared to the nine months ended
March 31, 2003, was partially the result of an increase in
resort revenue and corresponding cash flow. In addition, the
Company conserved cash through certain income tax accounting
method changes. Under the Companys tax accounting policy,
it uses tax lives and methods for its property and equipment as
permitted by the Internal Revenue Service in various rulings and
regulations, which resulted in a decrease in income taxes
currently payable. Furthermore, the Company received a refund of
income taxes paid in prior years totaling approximately $12.6
million in April 2004. The income tax accounting method change
has no impact on the Companys total income tax expense for
financial reporting purposes.

Net Cash Used In Investing
Activities

Net cash used in investing activities totaled
$23.3 million and $29.7 million for the nine months ended
March 31, 2004 and 2003, respectively. Although the Company
received $12.8 million in proceeds from the sale of land parcels
located in Naples and Fort Lauderdale, Florida during the prior
year nine-month period, it incurred $18.7 million more in
capital expenditures during the same period as more fully
discussed below.

During the nine months ended March 31, 2004
capital expenditures included the final stages of a marina
renovation at the Bahia Mar Resort and Yachting Center. This
extensive marina renovation, which was funded substantially from
operations, results in a state-of-the art yachting center with
245 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 a number of
smaller initiatives during the nine-month period including the
renovation of the pool area at the Boca Raton Resort & Club
and new themed restaurants at Pier 66 Resort and Marina and at
Registry Resort.

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During the nine months ended March 31, 2003,
capital expenditures included a comprehensive room renovation at
the Registry Resort covering 395 guestrooms, which included all
new furnishings and new five fixture bathrooms. The Company also
renovated approximately 60 guest suites at the Edgewater Beach
Hotel.

The change in restricted cash was not material
from June 30, 2003 to March 31, 2004 or from June 30,
2002 to March 31, 2003.

Net Cash Used in Financing
Activities

Net cash used in financing activities totaled
$9.5 million and $862,000 during the nine months ended
March 31, 2004 and 2003, respectively. Financing activities
for the periods primarily includes borrowings, net of
repayments, under the Companys revolving credit facility,
proceeds from the exercise of stock options, as well as,
repurchases of the Companys common stock and senior
subordinated notes payable. The decrease in net borrowings
during the nine months ended March 31, 2004, compared to
the nine months ended March 31, 2003, was the result of a
decrease in capital expenditures and an increase in cash flow
from operating activities over the same period.

Capital Resources

The Companys capital resources are provided
from both internal and external sources. The primary capital
resources from internal sources 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, net
of related costs. 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 March 31, 2004, the Company had no
borrowings under its revolving credit line (which matures on
June 30, 2005) and had $124.2 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 the remainder of fiscal 2004 (which are not
expected to exceed $3.0 million) and support on-going
operations, including meeting debt service obligations as they
come due.

As of March 31, 2004, the Company had $190.1
million principal amount of 9.875% senior subordinated notes due
April 15, 2009 outstanding. The notes are redeemable at the
option of the Company, in whole or in part, in cash, together
with accrued and unpaid interest, if any, to the date of
redemption. The optional redemption prices for the twelve month
periods beginning April 15 are: 2004  104.9375%;
2005  103.2910%; 2006  101.6450% and 2007
and thereafter -100.00%.

Financial Condition

Significant changes in balance sheet data from
June 30, 2003 to March 31, 2004 are discussed below.

Accounts Receivable

Accounts receivable increased to $26.2 million at
March 31, 2004, from $21.0 million at June 30, 2003.
It is customary for the Companys trade receivables to rise
during certain periods of the year as a result of the
seasonality of its business and the current period increase in
accounts receivable is consistent with changes in the comparable
prior year period.

Current and Long-Term Portion of Premier Club
Notes Receivable

Current and long-term portion of Premier Club
notes receivable increased to $13.5 million at March 31,
2004, from $11.8 million at June 30, 2003. The increase in
Premier Club notes receivable was primarily due to more
membership sales at Grande Oaks Golf Club.

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Other Assets

Other assets decreased to $8.1 million at
March 31, 2004, from $9.2 million at June 30, 2003.
The decrease in other assets was primarily the result of
amortizing $1.0 million in debt issuance costs, which are
included in other assets in the accompanying Unaudited Condensed
Consolidated Balance Sheets.

Accounts Payable and Accrued
Expenses

Accounts payable and accrued expenses increased
to $37.1 million at March 31, 2004, from $33.5 million at
June 30, 2003. The increase in accounts payable and accrued
expenses was primarily the result of a $4.6 million increase in
accrued interest on the Companys senior subordinated
notes, partially offset by a $1.3 million decrease in income
taxes payable. Interest on the notes is paid semi-annually on
October 15 and April 15. At March 31, 2004, the
accrual for interest totaled $8.6 million (and represented
interest for 167 days on $190.1 million outstanding notes).
At June 30, 2003, the accrual for interest totaled $4.0
million (and represented interest for 76 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 $24.8 million at March 31, 2004, from
$23.3 million at June 30, 2003. The increase substantially
related to the receipt of annual Premier Club dues at the Boca
Raton Resort & Club. The Company bills annual Premier Club
dues in August of each year. The annual dues are being
recognized as revenue ratably over the membership year, which
commenced on October 1.

Income Taxes Receivable and Deferred Income
Taxes

Deferred income taxes increased to $52.8 million
at March 31, 2004, from $34.2 million at June 30,
2003. The increase was the result of recording a $7.7 million
provision for income taxes following the pre-tax earnings for
the March nine-month period, together with a $12.6 million
increase in deferred taxes (and a corresponding increase to
income taxes receivable) following certain accounting method
changes for federal income tax purposes which resulted in a
refund of previously paid income taxes in April 2004. See
Working Capital discussion below. These increases to
deferred income taxes were partially offset by a $1.7 million
decrease which reflects the tax effected tax deduction
associated with the exercise of employee stock options.

Working Capital

Current assets exceeded current liabilities by
$16.7 million at March 31, 2004. Current liabilities
exceeded current assets by $14.8 million at June 30, 2003.
The increase in working capital was primarily because the
Company made certain income tax accounting method changes. Under
the Companys tax accounting policy, it uses tax lives and
methods for its property and equipment as permitted by the
Internal Revenue Service in various rulings and regulations,
which resulted in a decrease in income taxes currently payable.
The income tax accounting method change has no impact on the
Companys total income tax expense for financial reporting
purposes. Furthermore, the Company received a refund of income
taxes paid in prior years totaling approximately $12.6 million
in April 2004. Such amount is reflected in income taxes
receivable in the accompanying Unaudited Condensed Consolidated
Balance Sheets.

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.

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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

As of March 31, 2004, 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 as of
March 31, 2004 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.

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Part II  Other
Information

Item 1.     Legal
Proceedings

The Company is not currently involved in any
material legal proceedings.

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

None

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SIGNATURES

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



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



| |     |               
| | --- | --------------
| | By: | /s/ WAYNE MOOR

| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| |                                                                                                   
| | Wayne Moor                                                                                        
| | Senior Vice President, Treasurer and Chief
    Financial Officer
    (Principal Financial Officer)



| |     |                       
| | --- | ----------------------
| | By: | /s/ MARYJO FINOCCHIARO

| |                                                                           
| | --------------------------------------------------------------------------
| |                                                                           
| | MaryJo Finocchiaro                                                        
| | Vice President and Corporate Controller
    (Principal Accounting Officer)

Date: May 4, 2004

17