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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                                   FORM 10-K
                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
             EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED JUNE 30, 2001

                                       OR

    [  ]      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)

<Table>
<S>                                            <C>
                   DELAWARE                                      65-0676005
           (State of Incorporation)                 (I.R.S. Employer Identification No.)

   501 E. CAMINO REAL, BOCA RATON, FLORIDA                         33432
   (Address of Principal Executive Offices)                      (Zip Code)
</Table>

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

          Securities registered pursuant to Section 12(b) of the Act:

<Table>
<Caption>
                TITLE OF CLASS                   NAME OF EACH EXCHANGE ON WHICH REGISTERED
                --------------                   -----------------------------------------
<S>                                            <C>
            Class A Common Stock,                         New York Stock Exchange
           par value $.01 per share
</Table>

          Securities registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of class)

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

     As of September 17, 2001, the registrant had 39,583,392 shares of Class A
common stock, $ .01 par value (the "Class A Common Stock"), outstanding and, at
such date, the aggregate market value of the shares of Class A Common Stock held
by non-affiliates of the registrant was approximately $354.7 million. As of
September 17, 2001 the registrant had 255,000 shares of Class B common stock,
$.01 par value (the "Class B Common Stock"), outstanding, none of which was held
by a non-affiliate of the registrant.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Part III Portions of the Registrant's Proxy Statement relating to the 2001
Annual Meeting of Stockholders.

     Part IV Portions of previously filed reports and registration statements.
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<PAGE>   2

                                     INDEX
                                  TO FORM 10-K

<Table>
<Caption>
                                                                         PAGE
                                                                         ----
<S>        <C>                                                           <C>
                                   PART I
Item 1.    Business....................................................    1
Item 2.    Properties..................................................    9
Item 3.    Legal Proceedings...........................................   10
Item 4.    Submission of Matters to a Vote of Security Holders.........   10

                                   PART II
Item 5.    Market for the Registrant's Common Equity and Related
           Stockholder Matters.........................................   11
Item 6.    Selected Financial Data.....................................   12
Item 7.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations...................................   14
Item 7A.   Quantitative and Qualitative Disclosures About Market
           Risk........................................................   20
Item 8.    Financial Statements and Supplementary Data.................   21
Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure....................................   44

                                  PART III
Item 10.   Directors and Executive Officers of the Registrant..........   44
Item 11.   Executive Compensation......................................   44
Item 12.   Security Ownership of Certain Beneficial Owners and
           Management..................................................   44
Item 13.   Certain Relationships and Related Transactions..............   44

                                   PART IV
Item 14.   Exhibits, Financial Statement Schedules and Reports on Form
           8-K.........................................................   44
</Table>

                                        i
<PAGE>   3

                                     PART I

ITEM 1.  BUSINESS

INTRODUCTION

     Boca Resorts, Inc. (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 "leisure and recreation business"). The
Company owned an entertainment and sports business, which primarily included the
operations of the Florida Panthers Hockey Club (the "Panthers") and related
arena management operations. This business was sold on July 25, 2001 and,
accordingly, the entertainment and sports business has been accounted for as
discontinued operations.

     The Company's resorts include the Boca Raton Resort and Club (Boca Raton),
the Registry Resort at Pelican Bay (Naples), the Edgewater Beach Hotel (Naples),
the Hyatt Regency Pier 66 Hotel and Marina (Fort Lauderdale) and the Radisson
Bahia Mar Resort and Yachting Center (Fort Lauderdale). The Company also owns
and operates two championship golf courses located in Florida (the Grande Oaks
Golf Club in Davie and Naples Grande Golf Club in Naples) that serve as
additional amenities to the Company's resorts as well as components of the
Company's exclusive social club, known as the Premier Club. Previously, the
Company owned the Arizona Biltmore Resort & Spa, however, this property was sold
on December 22, 2000.

     The Company's resorts possess numerous competitive and operational
strengths. The resorts are unique, irreplaceable assets in desirable locations
with strong recognition and positioning in their markets. The facilities and
amenities at the Company's resorts provide multiple and diverse revenue streams
and attract upscale business and leisure customers. In addition, through the
development of additional guestrooms and/or resort amenities, the resorts have
opportunities to significantly increase revenue and cash flow.

     For a discussion of the Company's revenue, profits and assets, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements included later herein. The
Company was incorporated in Florida in 1996 and re-incorporated in Delaware in
1997.

BUSINESS STRATEGY

     While management continuously evaluates ownership, acquisition and
divestiture alternatives, its current strategy is to focus on internal expansion
and development opportunities of its existing properties. The Company's
objective is to maximize the cash flow from, and the value of, the Company's
leisure and recreation business by:

     - Continuing Internal Growth Through Capital Improvements at the
       Resorts.  Management believes that the Company's resorts have the
       opportunity for continued internal growth. In addition to normal
       recurring capital expenditures, during the past five years over $200
       million has been invested (or is committed to be invested) in the resorts
       on capital projects including the Boca Raton Resort and Club marina wing
       complex (consisting of 112 new water-view luxury guestrooms), spa
       complex, golf clubhouse, marina slips, retail and restaurant space,
       conference center, golf course, tennis and fitness center, parking garage
       and accelerated guestroom renovation; the Registry Resort at Pelican Bay
       with a new pool complex, additional meeting space and beachfront
       improvements; the construction of Grande Oaks Golf Club and Naples Grande
       Golf Club; as well as room renovations at the Hyatt Regency Pier 66 Hotel
       and Marina, the Radisson Bahia Mar Resort and Yachting Center and the
       Edgewater Beach Hotel.

     Management believes that these capital expenditures have resulted in, and
will continue to produce, increases to the average daily room rates at its
resorts. Management also believes that the high quality of the Company's resorts
will continue to attract higher spending corporate groups, which in turn will
increase total revenue per available room. For the year ended June 30, 2001, the
average daily room rate was $209.79, room revenue per available room was $150.42
and total revenue per available room was $353.97, excluding the

                                        1
<PAGE>   4

Arizona Biltmore Resort & Spa. For the year ended June 30, 2000, the average
daily room rate was $201.08, room revenue per available room was $141.09 and
total revenue per available room was $326.58, excluding the Arizona Biltmore
Resort & Spa.

     - Continued Focus on Upscale Business and Leisure Customers.  Management
       believes that its focus on corporate group customers and upscale business
       and leisure customers allows the Company to maximize total revenue per
       available room. It has been management's experience that these customers
       are more likely to use the additional amenities and facilities available
       at the resorts, thereby increasing revenue. Additionally, group customers
       tend to book reservations 12 to 36 months in advance of their stay, thus
       enabling management to better estimate future revenue streams and manage
       corresponding expenses. Group business has also been used by the Company
       to fill off-peak leisure periods. Management believes that by targeting
       upscale customers the Company is well positioned to take advantage of
       demographic trends (which include an aging "baby-boom" population with
       increasing disposable income) that are creating increased demand for
       luxury resorts and related amenities. Management also believes the
       resorts will be able to capitalize on these trends given the properties'
       unique nature and locations. The Company's ability to capitalize on these
       trends is enhanced by the high barriers of entry into the luxury resort
       industry.

     - Continuing to Capitalize on Integration and Cost-Saving
       Opportunities.  Management believes the integration of certain aspects of
       the resort operations will allow the Company to realize significant
       operating efficiencies. Management is focusing on integrating the
       operations of all of its resorts, including reservations, purchasing,
       training, information systems, insurance and marketing, in order to
       achieve greater operating efficiencies and improved profit margins. In
       addition, management believes that managing all of the resorts by a
       single management team with established practices and systems will
       improve the efficiency of the resort operations and will offer employees
       internal promotional opportunities.

     - Expanding Premier Club Concept.  The Company continues to expand and
       develop its Premier Club concept, which was first introduced in 1991 at
       the Boca Raton Resort and Club. Membership in the Boca Raton Resort
       Premier Club allows Premier Club members' access to the Boca Raton Resort
       and Club grounds, restaurants, recreational facilities and other private
       social functions, which are otherwise restricted to resort guests. The
       Company expanded its Premier Club operations, with the opening of Grande
       Oaks Golf Club in June 1999 and Naples Grande Golf Club in February 2000.
       In addition to attracting new club members who provide an additional
       revenue stream, the Company is able to offer guests of the Company's Fort
       Lauderdale and Naples resorts play at these new 18-hole championship
       facilities and is able to offer reciprocal amenities to the Boca Raton
       Resort and Club Premier Club members. With its Premier Clubs, the Company
       generates substantial incremental revenue from its existing facilities
       and services. Management anticipates that the Premier Club will continue
       to be successful in marketing resort amenities, including restaurants,
       pools, and where available, tennis, golf, spas and other leisure and
       recreational facilities to residents in local communities in a country
       club/social club setting.

                                        2
<PAGE>   5

     The following table sets forth a summary of the key physical attributes of
each of the Company's resorts:

<Table>
<Caption>
                                                                            ACCESS TO                                        NO.
                                    NO. OF     CONFERENCE    ACCESS TO       NO. OF        NO. OF    NO. OF   NO. OF FOOD     OF
                                    ROOMS/       SPACE      NO. OF GOLF      TENNIS       SWIMMING    BOAT    & BEVERAGE    RETAIL
                           ACRES    SUITES      SQ. FT.       COURSES        COURTS        POOLS     SLIPS       SITES      SHOPS
                           -----    ------     ----------   -----------     ---------     --------   ------   -----------   ------
<S>                        <C>      <C>        <C>          <C>             <C>           <C>        <C>      <C>           <C>
Boca Raton Resort and
  Club...................   343       963(1)    146,890          4(2)          30             5        27         16          12
Registry Resort at
  Pelican Bay............    24       474        43,020          4(3)          15             5        --          8           7
Edgewater Beach Hotel....     3       126         3,450          4(3)          15(4)          1        --          3           1
Hyatt Regency Pier 66
  Hotel and Marina.......    24       380        22,296          1(5)           2             2       136          6           2
Radisson Bahia Mar Resort
  and Yachting Center....    44       296        20,150          1(5)           4             1       330          3           5
                            ---     -----       -------          --            --            --       ---         --          --
                            438(6)  2,239       235,806          9             51            14       493         36          27
                            ===     =====       =======          ==            ==            ==       ===         ==          ==
</Table>

---------------

(1) Excludes 112 rooms currently under construction in a new marina wing.
(2) Boca Raton Resort and Club maintains one 18-hole golf course on premises and
    another at the resort's country club location. In addition, the resort has
    access to two 18-hole golf courses through use agreements.
(3) Guests at the Registry Resort at Pelican Bay and the Edgewater Beach Hotel
    have access to the new 18-hole Naples Grande Golf Club, which is owned by
    the Company, and to three 18-hole golf courses through use agreements.
(4) Edgewater Beach Hotel guests have access to the tennis courts at the
    Registry Resort at Pelican Bay.
(5) Hyatt Regency Pier 66 Hotel and Marina and Radisson Bahia Mar Resort and
    Yachting Center have access to Grande Oaks Golf Club, which is owned by the
    Company.
(6) Excludes the acreage associated with Grande Oaks and Naples Grande Golf
    Clubs.

     Amenities and services at the resorts include conference facilities, golf
courses, tennis facilities, spas, fitness centers, marinas, restaurants, retail
outlets, swimming pools, and other activities and services. The diversity and
number of amenities and services at the facilities provide the Company with
substantial non-room revenue. For the year ended June 30, 2001, approximately
58% of resort revenue was generated from non-room sources. In addition, these
luxury amenities and services allow the Company to maintain premium pricing for
its rooms.

     The resorts' conference facilities and other amenities make them attractive
locations for group functions. The conference facilities include over 235,000
square feet of conference space. The Company maintains its own in-house planning
and logistics capabilities that allow sales and marketing personnel to market
multiple resort locations to corporate and association groups that prefer to
change conference locations from year to year.

     The Company continues to expand and develop the Premier Club concept, which
was first introduced in 1991 at the Boca Raton Resort and Club. Membership in
the Boca Raton Resort Premier Club allows Premier Club members' access to the
Boca Raton Resort and Club grounds, restaurants, recreational facilities and
other private social functions, which are otherwise restricted to resort guests.
The Boca Raton Resort Premier Club currently requires an initial membership fee
of $50,000 and annual social dues starting at $3,150. Additional dues are
required for members who wish to use the resort's golf and tennis facilities. In
addition, Premier Club members generate revenue through the use of existing
resort facilities and services, which are available on a fee-for-use basis. The
Company opened Grande Oaks Golf Club in June 1999 and Naples Grande Golf Club in
February 2000 offering members and guests of the Company's Fort Lauderdale and
Naples resorts play at these championship golf facilities as well as reciprocal
amenities to the Boca Resort Premier Club member. The Company currently charges
$33,500 and $30,000 for membership initiation fees at Grande Oaks Golf Club and
Naples Grande Golf Club, respectively, and annual golf dues of $5,356 and $4,700
at Grande Oaks Golf Club and Naples Grande Golf Club, respectively.

                                        3
<PAGE>   6

     Additional information relating to the Company's resorts, including
renovations and distinctions, is set forth below.

BOCA RATON RESORT AND CLUB

     - Renovations/Expansion.  In fiscal 2002, the Company is expected to
       complete construction of a new marina wing and additional marina slips.
       The eight-story marina wing complex will consist of 112 water-view luxury
       guestrooms and additional meeting space. Also in fiscal 2002, the Company
       is expected to complete a new state-of-the-art 40,000 square foot spa
       complex and a new golf clubhouse and casual restaurant. In 2000, the
       Company opened a new Tuscan-style restaurant and added retail space. In
       1999, the Company completed a parking facility, a chiller plant and
       commenced activity on an accelerated room renovation, which is expected
       to encompass most of the 963 luxury guestrooms and be concluded in
       December 2001. In January 1998, the Company completed a new 140,000
       square foot conference facility, a state-of-the-art tennis and fitness
       center complex and a new Bates-designed 18-hole golf course, replacing
       one of its previous 18-hole golf courses. The completion of the
       conference center allows the Boca Raton Resort and Club to accommodate
       more than one large group at a time, resulting in better occupancy of it
       luxury guestrooms.

     - Distinctions.  Boca Raton Resort and Club has been awarded the Readers'
       Award as one of the "Top Hotels in North America" by Travel & Leisure
       magazine in 2001, received Meetings and Conventions Gold Key Award in
       2001 and Corporate Meetings and Incentives Paragon Award in 2001.

REGISTRY RESORT AT PELICAN BAY

     - Renovations/Expansion.  The Company added 6,000 square feet of flexible
       meeting space at the Registry Resort providing it with the largest
       meeting venue in the Naples market. The Company also completed a new pool
       complex with private cabana rentals and beach improvements.

     - Distinctions.  Registry Resort received AAA's Four Diamond Award and been
       named to Zagat's Top 10 Resorts in Florida every year since 1988, was
       named among the Top 100 World's Best Resorts in the Continental U.S. by
       Travel & Leisure magazine in 2000 and received Meetings and Conventions
       Gold Key Award in 2000.

EDGEWATER BEACH HOTEL

     - Renovations/Expansion.  Edgewater Beach Hotel is expected to complete a
       room renovation in December 2001.

     - Distinctions.  Edgewater Beach Hotel has consistently received the AAA's
       Four Diamond Award and has been featured in Resorts and Great Hotels and
       named to Conde Nast Traveler's Best Places to Stay in the World.

HYATT REGENCY PIER 66 HOTEL AND MARINA

     - Renovations/Expansion.  Hyatt Regency Pier 66 completed an $8.4 million
       renovation of its guestrooms in November 1998.

     - Distinctions.  In 2001, the general manager of Hyatt Regency Pier 66 was
       named General Manager of the Year by the Florida Hotel and Motel
       Association and was named United States General Manager of the Year for
       an Outstanding Medium Sized Property by the American Hotel and Lodging
       Association. In addition, Hyatt Regency Pier 66 has consistently received
       the AAA's Four Diamond Award, Successful Meetings Magazine's Pinnacle
       Award in 2000 and Meetings and Conventions Gold Key Award in 2000.

     - Franchise Agreement.  Upon the acquisition of Hyatt Regency Pier 66, the
       Company assumed the rights under a 20-year franchise agreement with Hyatt
       Franchise Corporation. The Hyatt franchise agreement terminates in
       November 2014. The Hyatt franchise agreement provides for the payment of

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<PAGE>   7

       monthly royalty fees equal to 5% of gross room revenue. The Hyatt
       franchise agreement also provides for the payment to Hyatt of certain
       Hyatt "allocable chain expenses" relating to sales and marketing costs
       based on the total number of guestrooms at Hyatt Regency Pier 66 compared
       to the average number of guestrooms in all Hyatt hotels in the United
       States, and the Hyatt franchise agreement provides for the payment of a
       fee for using the Hyatt reservation system. The Hyatt franchise agreement
       requires that Hyatt Regency Pier 66 maintain a reserve, equal to 4% of
       gross room revenue, for replacement of furniture, fixtures and equipment
       and for those repairs and maintenance costs that are capitalizable under
       generally accepted accounting principles. The franchise agreement
       requires significant renovations of guestrooms, corridors and other
       public areas every five to six years. The replacement of other furniture,
       fixtures and equipment, as defined in the agreement, is required every 10
       to 12 years.

RADISSON BAHIA MAR RESORT AND YACHTING CENTER

     - Renovations/Expansion.  Radisson Bahia Mar completed a comprehensive room
       renovation in 2000.

     - Distinctions.  Radisson Bahia Mar has consistently received the Mobil
       Travel Guide's Three Star Award and the AAA's Three Diamond Award and was
       previously awarded the Radisson Hotels Worldwide President's Award and
       the Anchor Award presented by Marine Industries Association of South
       Florida. Each Fall, the Radisson Bahia Mar marina is host to the
       International Boat Show, an annual six-day boating and marine event,
       which is believed to be the world's largest in-water boat show.

     - License Agreement.  Upon the acquisition of Radisson Bahia Mar, the
       Company assumed the rights under the Radisson license agreement with
       Radisson Hotels International, Inc., which expires in July 2004. The
       terms of the Radisson license agreement allow the Company to operate the
       hotel using Radisson's proprietary hotel management system. Annual fees
       payable to Radisson pursuant to the Radisson license agreement are 5% of
       gross room sales.

     - Leases.  The site of the resort is subject to a land lease that expires
       in 2062.

     In addition to the resort properties discussed above, the Company also owns
Grande Oaks Golf Club and Naples Grande Golf Club. Grande Oaks Golf Club was
formerly known as Rolling Hills Golf Club, site of the hit comedy "Caddy Shack".
The property now features a redesigned 18-hole championship golf course designed
by Raymond Floyd, a 35-acre, newly designed practice facility and a newly
constructed clubhouse. Naples Grande Golf Club, which opened in February 2000,
was designed by golf architect Rees Jones. He created an optimum environment for
golfers, relying on the natural surroundings and existing foliage.

CUSTOMERS AND MARKETING

     The core customer base for the Company's business consists of corporate and
other group customers, affluent local residents, upscale leisure travelers and
individual business travelers. The Company's marketing efforts involve (1) use
of a sales force to develop national corporate and other group business for the
resort facilities by focusing on identifying, obtaining and maintaining
corporate and other group accounts whose employees conduct business nationwide,
and (2) the use of advertisements that target individual business travelers and
upscale leisure travelers in magazines such as Conde Nast Traveler, Travel and
Leisure, Travel Weekly and Meetings and Conventions as well as newspapers such
as The New York Times. The Company's franchised resorts also benefit from the
strong distribution resulting from the national reservation systems of the
franchisors of the Hyatt and Radisson brands. The Company continues to focus on
expanding its Internet presence and sales capabilities to increase revenue and
improve customer service. In addition, the Company is enhancing its marketing
efforts by integrating the Company's proprietary customer databases, in order to
sell additional products and services to existing customers, improve occupancy
rates and create additional marketing opportunities.

                                        5
<PAGE>   8

COMPETITION

     The resort and hotel industry is highly competitive. Competitive factors
include room rates, quality of accommodations, service levels, convenience of
location, reputation, reservation systems, name recognition, and availability of
alternative resort and hotel operations in local markets. While some of the
Company's competitors are private management firms, several are large national
and international chains that own and operate hotels or manage hotels owned by
third parties. A variety of brands compete directly with the Company.

INSURANCE

     The Company maintains comprehensive insurance on its properties, including
liability, business interruption, fire and extended coverage including windstorm
and flood, in the types and amounts management believes are customary for the
resort and hotel industry. Management uses its discretion in determining
amounts, coverage limits and deductibility provisions of insurance, with a view
to obtaining appropriate insurance on its properties at a reasonable cost and on
suitable terms. This may result in insurance coverage that, in the event of
loss, might not be sufficient to pay the full current market value of the
property. In addition, in the event of such loss, the insurance proceeds
received by the Company might not be adequate to restore its economic position.

ENVIRONMENTAL MATTERS

     Under various federal, state, and local environmental laws and regulations,
an owner or operator of real property may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such real property, as
well as for the costs of complying with environmental laws regulating on-going
operations. In connection with the ownership and operation of its properties,
the Company may be potentially liable for such costs. The Company has obtained
Phase I environmental site assessments for the real property on which each of
the resorts is located. In addition, Phase II environmental assessments have
been conducted at several properties. Phase I assessments are intended to
identify existing, potential and suspected environmental contamination and
regulatory compliance concerns, and generally include historical reviews of the
property, reviews of certain public records, preliminary visual investigations
of the site and surrounding properties and the preparation and issuance of
written reports. Phase II assessments involve the sampling of environmental
media, such as subsurface soil and groundwater, to confirm whether contamination
is present at areas of concern identified during the course of a Phase I
assessment.

     The Phase I and Phase II assessments have not revealed any environmental
liability or compliance concerns that management believes would have a material
adverse effect on the business, nor is management aware of any such material
liability or concern. Phase I and Phase II assessments cannot provide full and
complete knowledge of environmental conditions and compliance matters.
Therefore, management cannot assure you that: (1) material environmental
liabilities or compliance concerns do not exist; (2) an identified matter that
does not appear reasonably likely to be material will not result in
significantly greater expenditures than is currently anticipated; or (3) there
are no material environmental liabilities or compliance concerns of which
management is unaware.

EMPLOYEES

     At June 30, 2001, the Company employed 3,334 full-time and 392 part-time
employees in connection with its leisure and recreation business. In addition,
the Company employs 15 corporate administrative personnel. None of the employees
are subject to any collective bargaining agreement and the Company believes that
its relationship with its employees is good.

SEASONALITY

     The Company's revenue and income are seasonal in nature and are directly
affected by the strength and seasonality of the tourism and leisure industry.
Tourism is dependent upon weather and the traditional seasons for travel.
Because of this variability in demand, the Company's revenue fluctuates
quarter-to-quarter, and
                                        6
<PAGE>   9

revenue for the first quarter of each year can be expected to be lower than the
remaining quarters. Although historically the trend in quarterly revenue for the
second, third and fourth quarters of each year is generally higher than the
first quarter, there can be no assurance that this will occur in future periods.
Accordingly, quarterly or other interim results should not be considered
indicative of results to be expected for any quarter or for the full year.

TRADEMARKS

     The Company has registered trademarks and service marks, some of which,
including several relating to the Boca Resort name, are of material importance
to the Company's business. The Company's other related marks, while valuable,
are not material to its business. Trademarks are valid as long as they are in
use and/or their registrations are properly maintained and they have not been
found to be generic. The Company presently uses two national trade names for two
of its resorts pursuant to licensing arrangements with national franchisors. The
duration for use pursuant to the licensing arrangements is disclosed under
"Franchise Agreement" and "License Agreement."

DISPOSITION OPPORTUNITIES AND DISCONTINUED OPERATIONS

     Management periodically reviews the Company's business with the view to
identifying properties or other assets that no longer complement its operations.
On July 25, 2001, the Company sold its entertainment and sports business after a
thorough examination of its strategic relationship to the core leisure and
recreation operations. The purchase price for the business, which incorporated
certain working capital adjustments, consisted of $83.5 million in cash, an
$11.2 million secured promissory note and the assumption by the purchasers of
certain off-balance sheet contingencies including a $10 million construction
obligation secured by a performance bond. The net proceeds from the sale of the
business after payment of disposal costs and income taxes is estimated to be
between $67.0 million and $69.0 million, and the gain on disposition, which will
be recorded during the three months ended September 30, 2001, is estimated to be
between $23.0 million and $25.0 million. Accordingly, the Company's
entertainment and sports business has been accounted for as discontinued
operations and the accompanying Consolidated Financial Statements presented
herein have been restated to report separately the net assets and liabilities
and operating results of this discontinued operation.

     On December 22, 2000, the Company executed a definitive agreement and
closed on the sale of the Arizona Biltmore Resort & Spa for $335.0 million, plus
certain working capital adjustments. The Company received $283.0 million in
gross cash proceeds and the buyer of the property assumed $59.4 million in
indebtedness. The net proceeds from the asset sale amounted to $279.0 million
and was substantially used to repay indebtedness.

RISK FACTORS

     The business, financial condition, results of operations and future
prospects of the Company, and the prevailing market price and performance of the
Company's Class A Common Stock, may be adversely affected by a number of
factors, including the matters discussed below. Such factors, among other items,
include:

          The Company faces risks relating to travel.  The Company's customers
     consist of corporate and other group customers, upscale leisure travelers
     and individual business travelers, many of which are dependent upon
     commercial airlines as a primary means of transportation. A change in
     travel patterns resulting from slowing economic conditions, a change in
     corporate policies relating to group meetings, air or other travel
     disruption, third party increases in travel costs or disruption caused by
     natural disaster, war or political unrest could have a material adverse
     effect on the Company's financial condition and results of operations.

          The Company faces a variety of risks associated with operating
     resorts.  The Company may encounter risks common to the operations of
     resorts, including over-building (which may lower room rates), increases in
     operating costs due to inflation or other factors and decreases in revenue
     due to moderate or severe economic downturns. The Company may also face
     risks relating to the concentration
                                        7
<PAGE>   10

     of the resorts in South Florida. Any of these risks could have a material
     adverse effect on the Company's financial condition or results of
     operations.

          The Company may make significant capital expenditures to further
     develop the resorts and these expenditures involve risks.  The Company's
     growth strategy contemplates expanding the infrastructure at certain of its
     resorts or expanding its presence within one or more markets. The resorts
     may also need periodic renovations or other capital improvements to keep
     them well maintained and competitive. Unexpected excessive costs of any
     expansion or needed renovation or capital improvements could have a
     material adverse effect on the Company's financial condition or results of
     operations. Also, any capital expenditure for expansion, renovation or
     improvement of the resorts may not generate the financial returns expected.
     Such capital expenditures could involve certain risks, including the
     possibility of environmental problems; the possibility that cash to fund
     renovations will not be available or that financing for renovations will
     not be available on favorable terms; uncertainties as to market demand or
     deterioration in market demand after commencement of renovations; the
     emergence of unanticipated zoning and regulatory requirements; so called
     "acts of God" such as hurricanes that could adversely impact a project and
     competition from other resorts, hotels and alternative lodging facilities.

          The Company may need to make substantial capital expenditures in order
     to comply with the Americans with Disabilities Act.  The resorts and other
     properties are subject to the requirements of the Americans with
     Disabilities Act (the "ADA"), which generally requires that public
     accommodations be made accessible to disabled persons. Management believes
     that the resorts and other properties are in substantial compliance with
     the ADA and that the Company will not be required to make substantial
     capital expenditures to address the requirements of the ADA. However,
     compliance with the ADA could require removal of access barriers and
     noncompliance could result in the imposition of fines by the federal
     government or the award of damages to private litigants. If the Company
     were required to make substantial alterations in one or more of the resorts
     or the other properties in order to comply with the ADA, it's financial
     condition and results of operations could be adversely affected.

          The Company may become subject to liabilities under environmental
     laws.  Operating costs may be affected by the obligation to pay for the
     cost of complying with existing environmental laws, ordinances and
     regulations, including the cleanup of contamination, as well as the cost of
     complying with future legislation. In connection with the acquisition of
     the resorts and other properties, Phase I, and in some instances Phase II,
     environmental site assessments were obtained in order to evaluate potential
     environmental liabilities at these properties. Although these assessments
     have identified certain matters that will require the Company to incur
     costs to remedy, based on current information, none of these matters
     appears likely to have a material adverse effect on the business, assets,
     results of operations or liquidity. However, because these assessments
     cannot give full and complete knowledge of environmental liability and
     compliance matters, management cannot assure you that the costs of
     complying with environmental laws and of defending against claims of
     liability arising under environmental laws will not have a material adverse
     effect on the financial condition and results of operations.

          The Company's resort business is seasonal.  The resort operations are
     generally seasonal. The resorts historically experience greater revenue,
     costs and profits in the second and third quarters of the fiscal year ended
     June 30 due to increased occupancy and room rates during the winter months.

          The Company competes for customers.  The hotel and leisure industry is
     highly competitive. The Company's properties compete for customers with
     other hotel and resort properties, and, with respect to its Premier Club,
     with other operators of social clubs and golf courses. Some of the
     Company's competitors may have substantially greater marketing and
     financial resources and they may improve their facilities, reduce their
     prices or expand or improve their marketing programs in ways that adversely
     affect the Company's operating results.

          The Company's financing agreements limit operating flexibility.
       Certain of the Company's loan agreements restrict, among other things,
     the ability to borrow money; pay dividends on stock or make certain other
     restricted payments; use assets as security in other transactions; make
     investments; enter into certain transactions with the affiliates; and sell
     certain assets or merge with other companies. These
                                        8
<PAGE>   11

     debt instruments also require the Company to maintain specified
     consolidated financial ratios and satisfy certain consolidated financial
     tests. Although management is confident that the Company will satisfy all
     of these requirements, the Company's ability to meet those financial ratios
     and financial tests may be affected by events beyond its control, and
     management cannot assure you that the Company will meet those tests.

          Control by H. Wayne Huizenga.  The Company has two classes of common
     stock, Class A Common Stock and Class B Common Stock. On each matter
     submitted for stockholder approval each share of Class A Common Stock is
     entitled to one vote, and each share of Class B Common Stock is entitled to
     10,000 votes. As of June 30, 2001, Mr. Huizenga, the Company's Chairman,
     beneficially owned voting stock of the Company with the power to vote
     approximately 98.5% of the total votes entitled to be cast on any matter
     submitted to a vote of stockholders. As the sole owner of Class B Common
     Stock, Mr. Huizenga has the ability to indirectly control the management
     and policies as well as the outcome of substantially all non-extraordinary
     matters submitted to the stockholders for approval, including the election
     of directors.

          Nothing in the charter or bylaws restricts the transfer of Class B
     Common Stock. As a result, Mr. Huizenga may sell his controlling interest
     without the approval of the holders of Class A Common Stock and Mr.
     Huizenga may receive a substantial premium price for selling his
     controlling interest in the Company.

          The Company depends on key personnel.  For the foreseeable future, the
     Company will be materially dependent on the services of Mr. Huizenga. The
     loss of Mr. Huizenga's services could have a material adverse effect on the
     business. The Company does not carry key man life insurance on Mr. Huizenga
     or on any of the officers or directors.

          The Company may face a variety of risks if it enters into business
     acquisitions, joint ventures and/or divestitures in the future.  The
     Company may pursue acquisitions of resort-related or other types of
     businesses. In addition, the Company may pursue joint ventures and/or
     divestitures in the future. The Company's success will depend upon the
     ability to identify and finance attractive alternative business
     acquisitions, ventures and/or divestitures. The risks related to
     acquisitions, joint ventures and/or divestitures include: potential
     diversion of management; unanticipated liabilities or contingencies from
     acquired businesses or ventures; environmental and other regulatory costs;
     suitability of a joint venture partner; increased interest costs and costs
     related to integration of acquisitions; integrating the businesses that the
     Company acquires; need to manage growth of acquired businesses or joint
     ventures; potential corporate reorganization and reallocation of resources
     due to divestitures and potential one-time losses on divestitures.

          The Company may seek additional financing.  Management believes that
     the cash flow from operations, together with cash received from the sale of
     the entertainment and sports business, will be sufficient to finance the
     business operations, meet the debt obligations and fund the short-term
     growth strategy of the Company. However, management cannot assure you that
     the business will generate the level of cash flow from operations that it
     expects or that future borrowings under credit facilities will be available
     to the Company. If the plans or assumptions change or if the Company
     experiences unanticipated costs or competitive pressures, or if the Company
     cannot reduce its cost of borrowing or increase its borrowing base it may
     seek additional capital. Management believes the Company can obtain
     additional capital by selling debt (provided certain incurrence tests are
     met pursuant to existing debt agreements) or equity securities and/or by
     borrowing money, although no assurances can be provided that it will be
     able to do so. If additional capital is not obtained when it is needed,
     this may have a material adverse effect on the Company.

ITEM 2.  PROPERTIES

     The Company's corporate headquarters are located at the Boca Raton Resort
and Club. The Company considers its resorts to be leading establishments with
respect to desirability of location, size of facilities, physical condition,
quality and variety of services offered in the areas in which they are located.
See further
                                        9
<PAGE>   12

description of properties under "Business". Certain of the Company's resorts
serve as security under a revolving credit facility. See Note 8 to the
Consolidated Financial Statements included elsewhere herein.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is not involved in any material legal proceedings. However, the
Company may from time to time become a party to legal proceedings arising in the
ordinary course of business, which are incidental to its business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                        10
<PAGE>   13

                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     The Class A Common Stock began trading on The Nasdaq National Market on
November 13, 1996 under the symbol "PUCK." On July 11, 1997, the Class A Common
Stock began trading on the New York Stock Exchange ("NYSE") under the symbol
"PAW." On September 29, 1999, the Class A Common Stock began trading on the NYSE
under the symbol "RST". The following table sets forth, for the periods
indicated, the range of the high and low sales prices per share for the Class A
Common Stock.

<Table>
<Caption>
                                                              PRICE RANGE OF CLASS A
                                                                   COMMON STOCK
                                                              -----------------------
                                                                 HIGH         LOW
                                                              ----------   ----------
<S>                                                           <C>          <C>
FISCAL YEAR ENDED JUNE 30, 2001:
First Quarter...............................................   $12.1250     $ 9.5625
Second Quarter..............................................    15.6875      10.7500
Third Quarter...............................................    14.3750      11.3300
Fourth Quarter..............................................    14.7300      10.8500

FISCAL YEAR ENDED JUNE 30, 2000:
First Quarter...............................................   $ 11.125     $ 8.6875
Second Quarter..............................................     10.750       8.5000
Third Quarter...............................................      9.875       7.6250
Fourth Quarter..............................................      9.875       8.2500
</Table>

     On September 17, 2001, the last reported sales price of the Class A Common
Stock on The New York Stock Exchange was $11.85. As of the same date, there were
approximately 9,100 holders of record of the Class A Common Stock.

     Since its inception, the Company has not paid any cash dividends on the
Class A Common Stock or the Class B Common Stock. The Company does not intend to
pay any cash dividends with respect to its common stock in the foreseeable
future. Certain of the Company's credit facilities restrict the ability of the
Company to pay dividends. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

                                        11
<PAGE>   14

ITEM 6.  SELECTED FINANCIAL DATA

     The financial data set forth below should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto contained in Part
II, Item 8 of this Annual Report on Form 10-K. On July 25, 2001, the Company
sold its entertainment and sports business, which primarily consisted of the
operations of the Florida Panthers Hockey Club and related arena management
operations. Accordingly, the Company's entertainment and sports business has
been accounted for as discontinued operations and the accompanying selected
financial data has been restated to report separately the net assets and
operating results of this discontinued operation.

<Table>
<Caption>
                                                          YEAR ENDED JUNE 30,
                                          ----------------------------------------------------
                                            2001       2000       1999     1998(1)    1997(1)
                                          --------   --------   --------   --------   --------
                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                       <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Leisure and recreation revenue..........  $329,171   $361,360   $327,001   $252,603   $ 17,567
Operating expenses:
  Cost of leisure and recreation
     services...........................   143,567    156,620    141,456    110,084      6,658
  Selling, general and administrative
     expenses...........................    89,624     98,731     94,856     81,300      6,929
  Amortization and depreciation.........    35,490     34,436     28,343     17,987      1,459
                                          --------   --------   --------   --------   --------
  Total operating expenses..............   268,681    289,787    264,655    209,371     15,046
                                          --------   --------   --------   --------   --------
  Operating income......................    60,490     71,573     62,346     43,232      2,521
  Interest and other income.............     5,164      1,529      2,826      2,064      1,669
  Interest and other expense............   (47,150)   (55,040)   (55,377)   (25,290)    (1,192)
                                          --------   --------   --------   --------   --------
  Income from continuing operations
     before income taxes................    18,504     18,062      9,795     20,006      2,998
  Provision for income taxes............     4,724        805      1,300         --         --
                                          --------   --------   --------   --------   --------
  Income from continuing operations.....    13,780     17,257      8,495     20,006      2,998
  Loss from discontinued operations, net
     of income taxes....................    (8,862)    (3,771)      (436)   (18,733)   (13,258)
  Extraordinary loss on early
     extinguishment of debt, net of
     benefit for income taxes...........    (1,236)        --     (2,658)        --         --
                                          --------   --------   --------   --------   --------
          Net income (loss).............  $  3,682   $ 13,486   $  5,401   $  1,273   $(10,260)
                                          ========   ========   ========   ========   ========
Basic and diluted net income (loss) per
  share:
  Income from continuing operations.....  $   0.34   $   0.42   $   0.23   $   0.57   $   0.22
  Loss from discontinued operations.....     (0.22)     (0.09)     (0.01)     (0.53)     (0.96)
  Extraordinary loss on early
     extinguishment of debt.............     (0.03)        --      (0.07)        --         --
                                          --------   --------   --------   --------   --------
          Net income (loss) per share...  $   0.09   $   0.33   $   0.15   $   0.04   $  (0.74)
                                          ========   ========   ========   ========   ========
OTHER DATA:
EBITDA(2)...............................  $101,144   $107,538   $ 93,515   $ 63,283   $  5,649
Membership fees deferred during the
  period(3).............................    11,848     12,532      8,198      5,814         --
                                          --------   --------   --------   --------   --------
Adjusted EBITDA(4)......................  $112,992   $120,070   $101,713   $ 69,097   $  5,649
                                          ========   ========   ========   ========   ========
EBITDA margin(5)........................        31%        30%        29%        25%        32%
Adjusted EBITDA margin(6)...............        33%        32%        30%        27%        32%
Capital expenditures....................  $ 60,778   $ 63,090   $ 98,514   $ 50,736   $    436
</Table>

                                        12
<PAGE>   15

<Table>
<Caption>
                                                                 AT JUNE 30,
                                          ----------------------------------------------------------
                                            2001        2000         1999         1998        1997
                                          --------   ----------   ----------   ----------   --------
<S>                                       <C>        <C>          <C>          <C>          <C>
BALANCE SHEET DATA:
Cash and cash equivalents...............  $  9,909   $    7,796   $    7,926   $   32,162   $  6,484
Restricted cash.........................  $    500   $   10,176   $   31,686   $   18,207   $ 30,110
Total current assets....................  $ 96,779   $  106,802   $  124,499   $  130,740   $109,376
Total assets............................  $946,132   $1,271,115   $1,256,524   $1,092,835   $585,232
Total current liabilities...............  $ 51,294   $  135,108   $   93,325   $  373,801   $ 34,524
Total debt..............................  $273,511   $  583,195   $  584,105   $  540,626   $186,056
Non-current obligations.................  $409,195   $  633,813   $  672,919   $  288,523   $249,555
Shareholders' equity....................  $485,643   $  502,194   $  490,280   $  430,511   $301,153
</Table>

---------------

(1) The Company acquired substantially all of its properties comprising the
    leisure and recreation business during fiscal 1997 and 1998.
(2) EBITDA represents earnings before interest expense, interest income, income
    taxes, depreciation, amortization, extraordinary items and discontinued
    operations. EBITDA and Adjusted EBITDA (see below) are used by management
    and certain investors as indicators of the Company's historical ability to
    service debt, to sustain potential future increases in debt and to satisfy
    capital requirements. However, neither EBITDA nor Adjusted EBITDA is
    intended to represent cash flows for the period. In addition, they have not
    been presented as alternatives to either (a) operating income (as determined
    by GAAP) as an indicator of operating performance or (b) cash flows from
    operating, investing and financing activities (as determined by GAAP) and
    are thus susceptible to varying calculations. EBITDA as presented may not be
    comparable to other similarly titled measures of other companies.
(3) Represents the annual change in deferred revenue from the Company's Premier
    Clubs. The Premier Clubs currently require a non-refundable initial
    membership fee. Initial membership fees are recorded as revenue over the
    estimated life of the membership. Unrecognized portions of the initial
    membership fees are included in deferred revenue in the accompanying
    Consolidated Balance Sheets.
(4) Adjusted EBITDA represents EBITDA plus the amount of the Company's Premier
    Club net membership fees deferred during the period.
(5) EBITDA margin is defined as EBITDA divided by revenue.
(6) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by the sum of
    revenue plus the Company's Premier Club net membership fees deferred during
    the period.

                                        13
<PAGE>   16

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto of the Company, which are
included elsewhere herein.

PRO FORMA RESULTS OF OPERATIONS

     The accompanying tables and associated discussion are set forth on a pro
forma basis, which excludes the operating results from the Arizona Biltmore
Resort & Spa which was sold in December 2000 and the entertainment and sports
business which was sold in July 2001 and gives effect to the application of the
related proceeds as if such assets were sold at the beginning of each period
presented. Management believes the pro forma data provides a more meaningful
comparison of the periods presented.

PRO FORMA BUSINESS SEGMENT INFORMATION

     The accompanying table outlines pro forma operating data for the year ended
June 30 (in 000's) as adjusted to exclude the operating results from the Arizona
Biltmore Resort & Spa and the entertainment and sports business.

<Table>
<Caption>
                                                                2001       2000       1999
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Revenue:
  Leisure and recreation....................................  $289,315   $267,744   $253,387
Operating expenses:
  Cost of leisure and recreation services...................   126,892    121,062    112,995
  Selling, general and administrative expenses:
     Leisure and recreation.................................    70,784     66,024     63,674
     Corporate..............................................     8,226      8,524      7,848
  Amortization and depreciation:
     Leisure and recreation.................................    30,674     25,579     21,131
     Corporate..............................................       295        118         37
                                                              --------   --------   --------
          Total operating expenses..........................   236,871    221,307    205,685
                                                              --------   --------   --------
  Operating income (loss):
     Leisure and recreation.................................    60,965     55,079     55,587
     Corporate..............................................    (8,521)    (8,642)    (7,885)
                                                              --------   --------   --------
          Total operating income............................    52,444     46,437     47,702
Interest and other income...................................     9,150      7,332      6,122
Interest and other expense..................................   (29,100)   (27,382)   (25,086)
                                                              --------   --------   --------
Income from continuing operations before income taxes.......    32,494     26,387     28,738
                                                              ========   ========   ========
EBITDA:
  Leisure and recreation....................................  $ 91,639   $ 80,658   $ 76,718
  Corporate.................................................    (8,226)    (8,524)    (7,848)
                                                              --------   --------   --------
          Total.............................................  $ 83,413   $ 72,134   $ 68,870
                                                              ========   ========   ========
Adjusted EBITDA:
  Leisure and recreation....................................  $103,487   $ 93,190   $ 84,916
  Corporate.................................................    (8,226)    (8,524)    (7,848)
                                                              --------   --------   --------
          Total.............................................  $ 95,261   $ 84,666   $ 77,068
                                                              ========   ========   ========
</Table>

SEASONALITY

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

                                        14
<PAGE>   17

IMPACT OF INFLATION

     Inflation and changing prices have not had a material impact on the
Company's revenue and results of operations. Based on the current economic
climate, the Company does not expect that inflation and changing prices will
have a material impact on the Company's revenue or earnings during fiscal 2002.
Many of the costs of operating the resorts can be fixed for certain periods of
time, reducing the short-term effects of changes in the rate of inflation. Room
rates, which are set on a daily basis, can be rapidly changed to meet changes in
inflation rates (as well as other changing market conditions). The Company has
less flexibility in changing group rates since guest reservations are typically
made 12 to 36 months in advance of the stay. To the extent inflationary trends
affect short-term interest rates, a portion of the Company's debt service costs
may be adversely affected. See Note 8 to the Consolidated Financial Statements.

CONSOLIDATED PRO FORMA RESULTS OF OPERATIONS

     Pro forma income from continuing operations before income taxes was $32.5
million, and $26.4 million and $28.7 million during the years ended June 30,
2001, 2000 and 1999, respectively.

     The increases in pro forma income from continuing operations before income
taxes during the year ended June 30, 2001 over the prior years was primarily due
to improved leisure and recreation business operating results arising from
higher revenue and slightly improved profit margins, partially offset by an
increase in depreciation expense. Specifically, both consolidated EBITDA and
Adjusted EBITDA margins improved two percentage points during the year ended
June 30, 2001 compared to the year ended June 30, 2000 because of growth in
revenue and certain efficiencies in direct room labor costs. Additional
information relating to the operating results of the Company's business is set
forth below.

     Select pro forma operating data for the Company's leisure and recreation
business for the year ended June 30 is set forth below (in 000's except
operating statistics):

<Table>
<Caption>
                                             2001     % CHG.     2000     % CHG.     1999
                                           --------   ------   --------   ------   --------
<S>                                        <C>        <C>      <C>        <C>      <C>
Revenue:
  Room revenue...........................  $122,943     6%     $115,668      3%    $111,855
  Non-room related revenue...............   166,372     9%      152,076      7%     141,532
                                           --------            --------            --------
          Total leisure and recreation
            revenue......................  $289,315     8%     $267,744      6%    $253,387
Operating Statistics:
  Available room nights..................   817,337    --%      819,840     --%     817,600
  Average daily rate.....................  $ 209.79     4%     $ 201.08      4%    $ 194.11
  Occupancy..............................      71.7%    2%         70.2%    (1)%       70.5%
  Room revenue per available room........  $ 150.42     7%     $ 141.09      3%    $ 136.81
  Total leisure and recreation revenue
     per available room..................  $ 353.97     8%     $ 326.58      5%    $ 309.92
</Table>

PRO FORMA REVENUE

     Pro forma leisure and recreation revenue totaled $289.3 million, $267.7
million and $253.4 million during the years ended June 30, 2001, 2000 and 1999,
respectively. The leisure and recreation business generates a diversified stream
of revenue. Pro forma non-room revenue, which represented over 56% of leisure
and recreation revenue for each period presented, was derived from sources such
as food and beverage sales, yachting and marina revenue, golf revenue, club
membership fees and dues, retail sales and other resort amenities. The increase
in non-room revenue during the year ended June 30, 2001 over the year ended June
30, 2000 and 1999 was primarily associated with increases in golf related
revenue at Naples Grande and Grande Oaks Golf Clubs. As outlined above, the
resort portfolio also yielded increases in the average daily room rate ("ADR")
and occupancy during the year ended June 30, 2001 compared to the prior year
periods. Increases to ADR and occupancy were primarily attributable to an
expanded amenity base at the Company's resorts coupled with certain room
renovations. The decrease in available rooms nights during the year ended

                                        15
<PAGE>   18

June 30, 2001 versus the prior year period was primarily because the prior year
period included one additional room night due to leap year.

PRO FORMA OPERATING EXPENSES

     Pro forma cost of leisure and recreation services totaled $126.9 million,
or 44% of pro forma revenue, during the year ended June 30, 2001, compared to
$121.1 million, or 45% of pro forma revenue, during the year ended June 30, 2000
and $113.0 million, or 45% of pro forma revenue, during the year ended June 30,
1999. Pro forma cost of services, as a percent of pro forma revenue, decreased
during the year ended June 30, 2001 compared to the prior year periods primarily
because of an increase in ADR together with room labor cost efficiencies.

     Pro forma selling, general and administrative expenses ("S,G&A") of the
leisure and recreation business totaled $70.8 million, $66.0 million and $63.7
million during the years ended June 30, 2001, 2000 and 1999, respectively, and
was 25% of pro forma revenue for each of the periods presented despite an
increase in energy and insurance during the year ended June 30, 2001. Pro forma
S,G&A of the leisure and recreation business includes, among other items,
administrative payroll costs, selling and marketing expenses, energy and
property costs, insurance, real estate taxes, franchise agreement fees and other
administrative expenses.

     Pro forma amortization and depreciation expense for the leisure and
recreation business totaled $30.7 million, $25.6 million and $21.1 million
during the years ended June 30, 2001, 2000 and 1999, respectively. The increase
during the year ended June 30, 2001 compared to the year ended June 30, 2000 was
primarily due to the completion of several capital projects at the Boca Raton
Resort and Club and Registry Resort resulting in additional depreciation
expense. The increase during the year ended June 30, 2000 compared to the year
ended June 30, 1999 was primarily due to the completion of Naples Grande and
Grande Oaks Golf Clubs and several capital projects at the Boca Raton Resort and
Club.

PRO FORMA OPERATING INCOME

     Pro forma operating income for the leisure and recreation business totaled
$61.0 million, $55.1 million and $55.6 million during the years ended June 30,
2001, 2000 and 1999, respectively. The increase in pro forma operating income
during the year ended June 30, 2001 compared to the year ended June 30, 2000 was
primarily the result of an increase in revenue and profit margins, partially
offset by additional depreciation expense associated with recently completed
capital projects. While revenue and gross profits increased during the year
ended June 30, 2000 over the year ended June 30, 1999, a larger increase in
depreciation expense caused a decrease in operating income.

PRO FORMA CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES

     Pro forma corporate general and administrative expenses totaled $8.2
million, $8.5 million and $7.8 million during the years ended June 30, 2001,
2000 and 1999, respectively. Pro forma corporate general and administrative
expenses decreased during the year ended June 30, 2001 because certain
non-recurring legal fees were incurred during the year ended June 30, 2000.

PRO FORMA INTEREST AND OTHER INCOME

     Pro forma interest and other income totaled $9.2 million, $7.3 million and
$6.1 million during the years ended June 30, 2001, 2000 and 1999, respectively.
The increase in pro forma interest and other income during the year ended June
30, 2001 compared to the years ended June 30, 2000 and 1999 was primarily
because of higher interest-bearing cash balances on hand throughout the 2001
period.

PRO FORMA INTEREST AND OTHER EXPENSE

     Pro forma interest and other expense totaled $29.1 million, $27.4 million
and $25.1 million during the years ended June 30, 2001, 2000 and 1999,
respectively. Pro forma interest and other expense relates to the remaining
outstanding $273.0 principal amount of 9.875% Senior Subordinated Notes, an
unused fee equal to

                                        16
<PAGE>   19

 .5% on the Company's $146.0 million secured revolving credit facility and
amortization of related debt issuance costs, offset by capitalized interest. The
change in pro forma interest and other expense during the periods presented was
primarily the result of fluctuations in the amount of capitalized interest on
qualifying projects. See Note 2 to the Consolidated Financial Statements
included later herein.

PRO FORMA EBITDA

     Pro forma EBITDA represents earnings before extraordinary items, interest
expense, interest income, income taxes, depreciation and discontinued
operations. Pro forma EBITDA totaled $83.4 million, $72.1 million and $68.9
million during the years ended June 30, 2001, 2000 and 1999, respectively. The
increase in pro forma EBITDA during the year ended June 30, 2001 over the prior
year periods was primarily due to an increase in revenue and profit margins. See
discussion of business segment financial performance above for additional
information on comparative operating results. EBITDA and Adjusted EBITDA (see
below) are used by management and certain investors as indicators of the
Company's historical ability to service debt, to sustain potential future
increases in debt and to satisfy capital requirements. However, neither EBITDA
nor Adjusted EBITDA is intended to represent cash flows for the period. In
addition, they have not been presented as alternatives to either (a) operating
income (as determined by GAAP) as an indicator of operating performance or (b)
cash flows from operating, investing and financing activities (as determined by
GAAP) and are thus susceptible to varying calculations. EBITDA as presented may
not be comparable to other similarly titled measures of other companies.

PRO FORMA ADJUSTED EBITDA

     Pro forma Adjusted EBITDA represents EBITDA plus the amount of net
membership fees deferred during the periods presented. The net membership fees
deferred represents the annual change in deferred revenue arising from the
Premier Clubs at the Boca Raton Resort and Club, Naples Grande and Grande Oaks
Golf Clubs. Net memberships deferred totaled $11.8 million, $12.5 million and
$8.2 million during the years ended June 30, 2001, 2000 and 1999, respectively.
The Company opened Naples Grande Golf Club in February 2000, which resulted in
strong introductory membership sales during the year ended June 30, 2000.

DISCONTINUED OPERATIONS AND DIVESTITURES

     The Company sold its entertainment and sports business in July 2001.
Accordingly, the operations have been accounted for as discontinued operations.
The loss from discontinued operations was $8.9 million, $3.8 million and
$436,000, for the years ended June 30, 2001, 2000 and 1999, respectively. The
figures for the year ended June 30, 2001 and June 30, 2000 are net of a $5.4
million and $805,000 benefit for income taxes, respectively. The figure for the
year ended June 30, 1999 is net of a provision for income taxes of $328,000. The
decrease in operating results before income taxes during the periods presented
was primarily due to a decline in average paid attendance at Panther home games
and higher players' salaries.

     The Company sold the Arizona Biltmore Resort & Spa in December 2000.
Operating income for the period in which the Company owned the resort during
fiscal 2001 (July 1, 2000 through December 21, 2000) totaled $8.0 million.
Operating income totaled $25.1 million and $14.6 million during the years ended
June 30, 2000 and 1999, respectively.

     A portion of the Company's interest expense has been allocated to
discontinued operations based upon its average borrowing cost and the average
funds the discontinued operations borrowed from the parent. A portion of the
Company's interest expense has been allocated to the Arizona Biltmore Resort &
Spa based upon the debt balance attributable to it operations. Certain selling,
general and administrative expenses incurred by the Company have been allocated
to discontinued operations and the Arizona Biltmore Resort & Spa based upon the
specific identification method.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations" prohibits the pooling method of accounting for business
combinations and requires business combinations to be accounted
                                        17
<PAGE>   20

for using the purchase method of accounting. The requirements of this statement
should be applied to business combinations initiated after June 30, 2001. The
Company believes the adoption of SFAS No. 141 will not have a material impact on
its results of operations or financial position.

     SFAS No. 142, "Goodwill and Other Intangible Assets" addresses financial
accounting and reporting for acquired goodwill and other intangible assets and
supercedes APB Opinion No. 17, "Intangible Assets". SFAS No. 142 addresses how
intangible assets that are acquired individually, or with a group of assets,
should be accounted for in financial statements upon their acquisition. It also
addresses how goodwill and other intangible assets should be accounted for after
they have been initially recognized in the financial statements. Under SFAS No.
142, goodwill shall not be amortized. Goodwill shall be tested for impairment at
a level of reporting referred to as a reporting unit. If the carrying amount of
reporting unit goodwill exceeds the implied fair value of that goodwill, an
impairment loss shall be recognized in an amount equal to that excess. The
provisions of this statement are required to be applied starting with fiscal
years beginning after December 15, 2001. Early adoption is permitted for
entities with fiscal years beginning after March 15, 2001, provided that the
first interim financial statements have not previously been issued. This
statement is required to be applied at the beginning of an entity's fiscal year
and to be applied to all goodwill and other intangible assets recognized in its
financial statements at that date. Impairment losses for goodwill and
indefinite-lived intangible assets that arise due to the initial application of
this statement (resulting from a transitional impairment test) are to be
reported as resulting from a change in accounting principle. The Company is
currently evaluating whether it will early adopt the provisions of SFAS No. 142
and will not be able to determine the ultimate impact of this statement on its
results of operations or financial position until such time as the Company
applies its provisions. Amortization of goodwill totaled $1.7 million for the
year ended June 30, 2001, however, this is not intended to be indicative of the
expected impact on the Company's future results of operations.

     SFAS No. 143, "Accounting for Asset Retirement Obligations" addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. SFAS No. 143 is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The Company believes the adoption of SFAS
No. 143 will not have a material impact on its results of operations or
financial position and will adopt such standards on July 1, 2002, as required.

LIQUIDITY

     Unrestricted cash and cash equivalents increased to $9.9 million at June
30, 2001, from $7.8 million at June 30, 2000 and $7.9 million at June 30, 1999.
The major components of the change are discussed below.

  Net Cash Provided by Operating Activities

     Net cash provided by operating activities totaled $37.0 million, $40.0
million and $71.6 million during the years ended June 30, 2001, 2000 and 1999,
respectively. The decrease in cash flow from operations during the year ended
June 30, 2001 compared to the year ended June 30, 2000 was primarily the result
of an increase of $9.8 million in income taxes paid, partially offset by an
increase in cash derived from the leisure and recreation business. The income
taxes paid during 2001 included certain estimated quarterly tax payments for
fiscal 2001 as well as actual income taxes incurred for fiscal 2000. Income
taxes paid for fiscal 1999 were nominal because the Company had available net
operating losses to offset taxable income for that year. The decrease in cash
flow from operations during the year ended June 30, 2000 compared to the year
ended June 30, 1999 was due to a combination of factors including having an
increase in accounts receivable for the leisure and recreation business due to
the timing of collection on certain group contracts and incurring an increase in
cash paid for certain corporate professional fees (a significant portion of such
professional fees were accrued but unpaid as of June 30, 1999).

  Net Cash Provided by (Used in) Investing Activities

     Net cash provided by investing activities amounted to $222.3 million during
the year ended June 30, 2001 compared to cash used in investing activities of
$36.9 million and $115.4 million during the years ended

                                        18
<PAGE>   21

June 30, 2000 and 1999, respectively. The significant change was primarily the
result of the sale of the Arizona Biltmore Resort & Spa during the year ended
June 30, 2001, which yielded net proceeds to the Company of $279.0 million.

     Capital expenditures totaled $60.8 million, $63.1 million and $98.5 million
during the years ended June 30, 2001, 2000 and 1999, respectively. During the
year ended June 30, 2001, capital spending at the Boca Raton Resort and Club
commenced on new projects including an eight-story marina wing complex
consisting of 112 water-view luxury guestrooms, a spa complex, a golf clubhouse
and marina slips, as well as continued spending on room renovations, with 80% of
the guestrooms completed. In addition, at the Boca Raton Resort and Club the
Company completed a new Tuscan style restaurant and retail pavilion, which
opened in November 2000. During the year ended June 30, 2001, the Company also
completed a new pool/aquatic center, 6,000 square feet of additional conference
space and enhancements to the beach facility and boardwalk at the Registry
Resort and renovated its 296 guestrooms at the Bahia Mar Resort and Yachting
Center.

     During the year ended June 30, 2000, capital spending primarily related to
the construction of a guest parking facility and commencement of a luxury
guestroom renovation at the Boca Raton Resort and Club, golf related
improvements at the Naples Grande golf course and the acquisition of commercial
property located near the Company's Fort Lauderdale resorts.

     During the year ended June 30, 1999, capital spending related to continued
development and construction at Grande Oaks Golf Club, continued construction of
a 120 guestroom addition at the Arizona Biltmore Resort & Spa, the acquisition
of land in Naples and Plantation, Florida and other recurring furniture, fixture
and equipment improvements at the resorts.

     Restricted cash totaled $500,000, $10.2 million and $31.7 million at June
30, 2001, 2000 and 1999, respectively. The change in restricted cash primarily
related to escrow accounts maintained in accordance with the terms of
mortgage-note agreements, which notes were subsequently paid by the Company.

     Cash used in investing activities from discontinued operations totaled $2.3
million during the year ended June 30, 2001 and $3.5 million during the year
ended June 30, 1999. Cash provided by investing activities from discontinued
operations totaled $8.7 million during the year ended June 30, 2000 and included
a $10.5 million termination fee pursuant to the termination of the Miami Arena
Contract, a portion of which was paid to vendors and outside minority interest
holders. See Note 14 to the Consolidated Financial Statements included later
herein.

  Net Cash Provided by (Used in) Financing Activities

     Net cash used in financing activities totaled $257.3 million and $3.2
million during the years ended June 30, 2001 and 2000, respectively. Net cash
provided by financing activities totaled $19.6 million during the year ended
June 30, 1999. Cash flows for each period primarily represent borrowings under
credit facilities, net of the repayment of indebtedness (including the
repurchase of senior subordinated notes) and sales/repurchases of Class A Common
Stock. During the year ended June 30, 2001 a substantial amount of indebtedness
was repaid, and Class A Common Stock repurchased, using a portion of the
proceeds from the sale of the Arizona Biltmore Resort & Spa.

CAPITAL RESOURCES

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

     As of August 31, 2001, the Company had immediate availability of $144.7
million under its revolving credit line, which matures in April 2002. While
management expects to renew/replace its existing revolving credit line upon
maturity, no assurances can be given that management will be successful in doing
so. As a result of the current availability under this credit line, combined
with cash on hand due to the sale of the
                                        19
<PAGE>   22

entertainment and sports business in July 2001 which is estimated to be between
$67.0 million and $69.0 million and expected cash from operations, management
believes the Company has sufficient funds to continue its capital maintenance
and expansion plans and support on-going operations, including meeting debt
service obligations as they come due.

WORKING CAPITAL

     Current assets exceeded current liabilities by $45.5 million at June 30,
2001. Current liabilities exceeded current assets by $28.3 million at June 30,
2000. The improvement from June 30, 2000 to June 30, 2001 was primarily because
the Company sold the Arizona Biltmore Resort & Spa and received net proceeds of
$279.0 million. A portion of such proceeds was used to repay indebtedness.

RECENT EVENTS

     On September 11, 2001, there were terrorist attacks on New York's two World
Trade Center towers as well as the Pentagon, which involved the hijacking of
four U.S. commercial aircraft. Management is currently evaluating the impact of
these events on its near-term results of operations and financial condition.

FORWARD LOOKING STATEMENTS

     Some of the information in this report may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may", "will", "expect", "anticipate", "estimate",
"continue" or other similar words. These statements discuss future expectations,
contain projections of results of operations or of financial condition or state
other "forward-looking" information. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this report. The risk factors include certain known and unknown
risks and uncertainties, and could cause the Company's actual results to differ
materially from those contained in any forward looking statement.

     These risk factors have been previously described and include, among
others, the Company's ability to obtain financing on acceptable terms to meet
operating expenses and finance its growth, competition in the Company's
principal businesses, the Company's ability to integrate and successfully
operate acquired businesses and the risks associated with these businesses, the
Company's dependence on key personnel and the Company's ability to properly
assess and capitalize on future business opportunities.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Not applicable.

                                        20
<PAGE>   23

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Report of Independent Certified Public Accountants..........   22
Consolidated Balance Sheets as of June 30, 2001 and 2000....   23
Consolidated Statements of Operations for the Years Ended
  June 30, 2001, 2000 and 1999..............................   24
Consolidated Statements of Shareholders' Equity for the
  Years Ended June 30, 2001, 2000 and 1999..................   25
Consolidated Statements of Cash Flows for the Years Ended
  June 30, 2001, 2000 and 1999..............................   26
Notes to Consolidated Financial Statements..................   27
</Table>

                                        21
<PAGE>   24

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders of Boca Resorts, Inc.:

     We have audited the accompanying consolidated balance sheets of Boca
Resorts, Inc. (a Delaware corporation) and subsidiaries as of June 30, 2001 and
2000, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended June 30,
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Boca Resorts, Inc. and
subsidiaries as of June 30, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
2001, in conformity with accounting principles generally accepted in the United
States.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
August 6, 2001.

                                        22
<PAGE>   25

                               BOCA RESORTS, INC.

                          CONSOLIDATED BALANCE SHEETS
                                 AS OF JUNE 30,

<Table>
<Caption>
                                                                2001        2000
                                                              --------   ----------
                                                              (IN THOUSANDS, EXCEPT
                                                                   SHARE DATA)
<S>                                                           <C>        <C>
                                      ASSETS
Current assets:
  Cash and cash equivalents.................................  $  9,909   $    7,796
  Restricted cash...........................................       500       10,176
  Accounts receivable, net..................................    23,415       26,327
  Inventory.................................................     7,232        7,820
  Current portion of Premier Club notes receivable..........     4,009        4,001
  Other current assets......................................     6,003        4,417
  Net assets of discontinued operations.....................    45,711       46,265
                                                              --------   ----------
          Total current assets..............................    96,779      106,802
Property and equipment, net.................................   792,094    1,054,553
Intangible assets, net......................................    34,518       83,840
Long-term portion of Premier Club notes receivable, net.....     8,224        7,487
Other assets................................................    14,517       18,433
                                                              --------   ----------
          Total assets......................................  $946,132   $1,271,115
                                                              ========   ==========
                       LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses.....................  $ 32,402   $   45,892
  Current portion of deferred revenue.......................    18,683       18,167
  Current portion of credit lines and notes payable.........       209       71,049
                                                              --------   ----------
          Total current liabilities.........................    51,294      135,108
Credit lines and notes payable..............................       342      172,146
Deferred revenue, net of current portion....................    35,479       25,650
Other liabilities...........................................    10,160           --
Deferred income taxes.......................................    32,436       35,643
Senior subordinated notes payable...........................   272,960      340,000
Premier Club refundable membership fees.....................    57,818       60,374
Commitments and contingencies (Note 12)
Shareholders' equity:
  Class A Common Stock, $.01 par value, 100,000,000 shares
     authorized and 39,621,027 and 40,606,072 shares issued
     and outstanding at June 30, 2001 and 2000,
     respectively...........................................       396          406
  Class B Common Stock, $.01 par value, 10,000,000 shares
     authorized and 255,000 shares issued and outstanding at
     June 30, 2001 and 2000.................................         3            3
  Contributed capital.......................................   464,626      484,849
  Retained earnings.........................................    20,618       16,936
                                                              --------   ----------
          Total shareholders' equity........................   485,643      502,194
                                                              --------   ----------
          Total liabilities and shareholders' equity........  $946,132   $1,271,115
                                                              ========   ==========
</Table>

          See accompanying notes to consolidated financial statements.

                                        23
<PAGE>   26

                               BOCA RESORTS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE YEARS ENDED JUNE 30,

<Table>
<Caption>
                                                                 2001          2000          1999
                                                              -----------   -----------   -----------
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>           <C>           <C>
Revenue:
  Leisure and recreation....................................   $329,171      $361,360      $327,001
Operating expenses:
  Cost of leisure and recreation services...................    143,567       156,620       141,456
  Selling, general and administrative expenses..............     89,624        98,731        94,856
  Amortization and depreciation.............................     35,490        34,436        28,343
                                                               --------      --------      --------
          Total operating expenses..........................    268,681       289,787       264,655
                                                               --------      --------      --------
Operating income............................................     60,490        71,573        62,346
Interest and other income...................................      5,164         1,529         2,826
Interest and other expense..................................    (47,150)      (55,040)      (55,377)
                                                               --------      --------      --------
Income from continuing operations before income taxes.......     18,504        18,062         9,795
Provision for income taxes..................................      4,724           805         1,300
                                                               --------      --------      --------
Income from continuing operations...........................     13,780        17,257         8,495
Loss from discontinued operations, net of benefit for income
  taxes.....................................................     (8,862)       (3,771)         (436)
Extraordinary loss on early extinguishment of debt, net of
  benefit for income taxes..................................     (1,236)           --        (2,658)
                                                               --------      --------      --------
          Net income........................................   $  3,682      $ 13,486      $  5,401
                                                               ========      ========      ========
Basic and diluted net income per share:
  Income from continuing operations.........................   $   0.34      $   0.42      $   0.23
  Loss from discontinued operations.........................      (0.22)        (0.09)        (0.01)
  Extraordinary loss on early extinguishment of debt........      (0.03)           --         (0.07)
                                                               --------      --------      --------
          Net income per share..............................   $   0.09      $   0.33      $   0.15
                                                               ========      ========      ========
Shares used in computing net income per share -- basic......     40,317        40,861        36,993
                                                               ========      ========      ========
Shares used in computing net income per share -- diluted....     40,958        40,868        37,146
                                                               ========      ========      ========
</Table>

          See accompanying notes to consolidated financial statements.

                                        24
<PAGE>   27

                               BOCA RESORTS, INC.

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<Table>
<Caption>
                                       CLASS A           CLASS B
                                    COMMON STOCK      COMMON STOCK
                                   ---------------   ---------------                   RETAINED
                                   NUMBER            NUMBER                           EARNINGS/         TOTAL
                                     OF                OF              CONTRIBUTED   (ACCUMULATED   SHAREHOLDERS'
                                   SHARES   AMOUNT   SHARES   AMOUNT     CAPITAL       DEFICIT)        EQUITY
                                   ------   ------   ------   ------   -----------   ------------   -------------
                                                                   (IN THOUSANDS)
<S>                                <C>      <C>      <C>      <C>      <C>           <C>            <C>
Balance, June 30, 1998...........  34,888    $349     255      $  3     $432,110       $(1,951)       $430,511
  Sales of common stock..........  5,598       56      --        --       55,672            --          55,728
  Net income.....................     --       --      --        --           --         5,401           5,401
  Stock issued in acquisitions...     63        1      --        --          549            --             550
  Tax effect of stock issuance to
    acquire an asset.............     --       --      --        --       (1,930)           --          (1,930)
  Exercise of stock options......      2       --      --        --           20            --              20
                                   ------    ----     ---      ----     --------       -------        --------
Balance, June 30, 1999...........  40,551     406     255         3      486,421         3,450         490,280
  Net income.....................     --       --      --        --           --        13,486          13,486
  Warrant activity...............     --       --      --        --       (1,080)           --          (1,080)
  Stock issued in acquisitions...     50       --      --        --          539            --             539
  Tax effect of stock issuance to
    acquire an asset.............     --       --      --        --       (1,078)           --          (1,078)
  Exercise of stock options......      5       --      --        --           47            --              47
                                   ------    ----     ---      ----     --------       -------        --------
Balance, June 30, 2000...........  40,606     406     255         3      484,849        16,936         502,194
  Net income.....................     --       --      --        --           --         3,682           3,682
  Repurchase of Class A
    Common Stock.................   (593)      (6)     --        --       (6,821)           --          (6,827)
  Tax effect of stock issuance to
    acquire an asset.............     --       --      --        --       (4,561)           --          (4,561)
  Expiration of exchange
    rights.......................   (448)      (4)     --        --       (9,639)           --          (9,643)
  Exercise of stock options......     56       --      --        --          546            --             546
  Other stock option activity....     --       --      --        --          252            --             252
                                   ------    ----     ---      ----     --------       -------        --------
Balance, June 30, 2001...........  39,621    $396     255      $  3     $464,626       $20,618        $485,643
                                   ======    ====     ===      ====     ========       =======        ========
</Table>

          See accompanying notes to consolidated financial statements.

                                        25
<PAGE>   28

                               BOCA RESORTS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE YEARS ENDED JUNE 30,

<Table>
<Caption>
                                                                2001       2000       1999
                                                              ---------   -------   ---------
                                                                      (IN THOUSANDS)
<S>                                                           <C>         <C>       <C>
Operating activities:
  Net income................................................  $   3,682   $13,486   $   5,401
  Extraordinary loss on early extinguishment of debt, net of
     benefit for income taxes...............................      1,236        --       2,658
  Adjustments to reconcile income before extraordinary loss,
     net of benefit for income taxes to net cash provided by
     operating activities:
     Amortization and depreciation..........................     35,490    34,436      28,343
     Imputed interest on indebtedness with no stated rate...        725     1,868       1,283
     Loss from discontinued operations, net of benefit for
       income taxes.........................................      8,862     3,771         436
  Changes in operating assets and liabilities
     Accounts receivable....................................     (5,701)   (5,014)      2,496
     Other assets...........................................     (1,788)     (595)     12,546
     Accounts payable and accrued expenses..................     (5,644)   (6,531)     13,211
     Deferred revenue and other liabilities.................      6,221     8,833       8,953
     Net assets from discontinued operations................     (6,050)  (10,227)     (3,737)
                                                              ---------   -------   ---------
          Net cash provided by operating activities.........     37,033    40,027      71,590
                                                              ---------   -------   ---------
Investing activities:
  Net proceeds from the sale of the Arizona Biltmore Resort
     & Spa..................................................    278,968        --          --
  Cash used in business acquisitions........................         --    (4,016)         --
  Capital expenditures......................................    (60,778)  (63,090)    (98,514)
  Change in restricted cash.................................      6,415    21,510     (13,479)
  Cash provided by (used in) investing activities from
     discontinued operations................................     (2,258)    8,683      (3,452)
                                                              ---------   -------   ---------
          Net cash provided by (used in) investing
            activities......................................    222,347   (36,913)   (115,445)
                                                              ---------   -------   ---------
Financing activities:
  Borrowings under credit facilities........................     38,430    43,753     518,134
  Payments under long-term debt agreements and credit
     facilities.............................................   (222,376)  (46,929)   (553,837)
  Repurchases of 9.875% senior subordinated notes payable...    (67,040)       --          --
  Proceeds from sale of common stock........................         --        --      55,728
  Repurchases of common stock...............................     (6,827)       --          --
  Proceeds from exercise of stock options...................        546        47          20
  Cash used in financing activities from discontinued
     operations.............................................         --      (115)       (426)
                                                              ---------   -------   ---------
          Net cash provided by (used in) financing
            activities......................................   (257,267)   (3,244)     19,619
                                                              ---------   -------   ---------
Cash provided by (used in) continuing operations............      1,559    (2,242)    (17,057)
Cash provided by (used in) discontinued operations..........        554     2,112      (7,179)
Cash and cash equivalents, at beginning of period...........      7,796     7,926      32,162
                                                              ---------   -------   ---------
Cash and cash equivalents, at end of period.................  $   9,909   $ 7,796   $   7,926
                                                              =========   =======   =========
</Table>

          See accompanying notes to consolidated financial statements.

                                        26
<PAGE>   29

                               BOCA RESORTS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001

1. NATURE OF OPERATIONS

     Boca Resorts, Inc. (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 and Club (Boca Raton), the Registry Resort at Pelican Bay (Naples), the
Edgewater Beach Hotel (Naples), the Hyatt Regency Pier 66 Hotel and Marina (Fort
Lauderdale), and the Radisson Bahia Mar Resort and Yachting Center (Fort
Lauderdale). The Company also owns and operates two championship golf courses
located in Florida, Grande Oaks Golf Club in Davie and Naples Grande Golf Club
in Naples.

     As discussed in Note 5, the Company sold the Arizona Biltmore Resort & Spa
on December 22, 2000. In addition, on July 25, 2001, the Company sold its
entertainment and sports business, which primarily consisted of the operations
of the Florida Panthers Hockey Club (the "Panthers") and related arena
management operations. Accordingly, the Company's entertainment and sports
business has been accounted for as discontinued operations and the accompanying
Consolidated Financial Statements presented herein have been restated to report
separately the net assets and operating results of this discontinued operation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Principles of Consolidation

     The accompanying Consolidated Financial Statements include the accounts of
the Company and its wholly owned subsidiaries after the elimination of
significant intercompany accounts and transactions.

  Use of Estimates

     The preparation of the Consolidated Financial Statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the Consolidated Financial Statements and accompanying Notes. Actual results may
differ from those estimates.

  Cash and Cash Equivalents/Restricted Cash

     Cash and cash equivalents consist primarily of cash in banks and highly
liquid investments with original maturities of 90 days or less. At June 30,
2001, restricted cash consisted of purchased guarantees (letters of credit) that
ensure the Company's payment to third parties under certain lease agreements. At
June 30, 2000, restricted cash primarily consisted of escrow accounts maintained
in accordance with the terms of mortgage-note agreements, which notes were
subsequently paid by the Company. Concentration of credit risk and market risk
associated with cash, cash equivalents and restricted cash are considered low
due to the credit quality of the issuers of the financial instruments held by
the Company and due to their short-term nature.

  Accounts Receivable

     Accounts receivable are primarily from major credit card companies and
other large corporations. The Company performs ongoing credit evaluations of its
significant customers and generally does not require collateral or a significant
allowance for uncollectible balances.

  Inventory

     Inventory is stated at the lower of cost or market value and primarily
consists of food, beverages, marina fuel, retail merchandise and operating
supplies. Cost is determined using the first-in, first-out method.

                                        27
<PAGE>   30
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Premier Club Notes Receivable

     Premier Club notes receivable are carried at cost. The accrual of interest
income is suspended on all notes receivable when principal or interest payments
are more than three months contractually past due and is not resumed until such
loans become contractually current. The amount of loans more than three months
contractually past due was not material at June 30, 2001. The Company performs
credit evaluations of customers who finance their Premier Club membership and
generally does not require additional security or establish a significant
allowance for uncollectible balances.

  Property and Equipment

     Property and equipment is stated at cost less accumulated depreciation and
amortization. Expenditures for maintenance, repairs and renewals of relatively
minor items are charged to expense as incurred. Significant additions, along
with interest incurred during the construction period for expansion at the
Company's resorts, are capitalized. Interest has been capitalized using the
average borrowing rate of the Company. Interest capitalized for the years ended
June 30, 2001, 2000 and 1999 totaled $1.1 million, $2.8 million and $5.2
million, respectively. Depreciation and amortization has been computed using the
straight-line method over the following estimated useful lives:

<Table>
<Caption>
                                                              YEARS
                                                              -----
<S>                                                           <C>
Building and improvements...................................    40
Land improvements...........................................    15
Leasehold improvements......................................  5-20
Furniture, fixtures and equipment...........................   3-7
</Table>

  Debt Issuance Costs

     Costs associated with obtaining financing have been capitalized and are
amortized on a straight-line basis (which approximates the effective interest
method) over the terms of the related debt. Debt issuance costs are included in
other assets in the accompanying Consolidated Balance Sheets.

  Intangible Assets

     Intangible assets consist of goodwill, which represents the excess of the
cost over the fair value of net assets of the acquired business. Goodwill is
stated at amortized cost and is amortized on a straight-line basis over 40
years. Accumulated amortization at June 30, 2001 and 2000 totaled $3.6 million
and $4.4 million, respectively. The Company continually evaluates whether events
and changes in circumstances warrant revised estimates of useful lives or
recognition of an impairment loss of unamortized goodwill. The conditions that
would trigger an impairment assessment of unamortized goodwill include a
significant negative trend in the Company's operating results or cash flows, a
decrease in demand for the Company's services, change in the competitive
environment and other industry and economic factors. The Company measures
impairment of unamortized goodwill utilizing the discounted cash flow method.
The present value of those estimated cash flows is then compared to the
Company's net book value; if the book value exceeds the present value of those
cash flows, the excess of the unamortized goodwill is written off. The discount
rate used in determining the present value of those cash flows would be based on
the Company's weighted average cost of capital commensurate with the risk
involved. As of June 30, 2001, the Company determined that there has been no
impairment of goodwill.

  Accounting for Impairment of Long-Lived Assets

     The carrying value of long-lived assets is reviewed if the facts and
circumstances suggest that it may be impaired. If this review indicates that
long-lived assets will not be recoverable based on the undiscounted cash

                                        28
<PAGE>   31
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

flows of the entity acquired over the remaining amortization period, the
carrying value of the long-lived assets will be reduced by the amount by which
the carrying value exceeds fair value. Fair value is determined using
management's best estimate of the discounted net operating cash flows over the
remaining life of the assets.

  Financial Instruments

     Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures
about Fair Value of Financial Instruments" requires disclosure of the fair value
of financial instruments held by the Company. The carrying amounts of cash and
cash equivalents, restricted cash, accounts receivable, accounts payable and
short-term debt approximates fair value due to their short-term nature. The
carrying amounts of Premier Club notes receivable and long-term debt
approximates fair value based on discounted future cash flows. The carrying
amount of the Company's senior subordinated notes payable is $273.0 million,
compared to an estimated fair value of $276.9 million, which is based on the
quoted market price as of June 30, 2001 in the over-the-counter bond market. The
fair value of Premier Club refundable membership fees cannot be reasonably
estimated based on the uncertainty of the maturity.

  Revenue Recognition

     Revenue associated with room rentals, food and beverage sales and other
recreational amenity use at the Company's resort properties is recognized when
services are rendered. Deferred revenue arises as a normal part of business for
advance payments for resort accommodations, club membership dues and club
initiation fees. Annual membership dues from the Company's Premier Clubs are
recognized ratably over the membership year. Initiation fees associated with
Premier Club memberships originating after December 31, 1997 are non-refundable
and are deferred and recognized as revenue over the estimated life of the
membership. Initiation fees relating to club memberships originating prior to
December 31, 1997 are fully refundable and, accordingly, are reflected as a
liability captioned Premier Club refundable membership fees in the accompanying
Consolidated Balance Sheets. See Note 10.

  Advertising Expense

     The Company expenses advertising costs the first time the advertising takes
place. Advertising expense was $5.3 million, $7.0 million and $6.4 million for
the years ended June 30, 2001, 2000 and 1999, respectively. Prepaid advertising
for each of the periods presented was not material.

  Costs of Start-Up Activities

     Pre-operating, pre-opening, research and development and organization costs
are expensed as incurred.

  Income Taxes

     The Company accounts for income taxes under the asset and liability method
in accordance with SFAS No. 109, "Accounting for Income Taxes". See Note 15.

  Stock-Based Compensation

     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 has elected to account for stock option grants in accordance
with APB No. 25 "Accounting for Stock Issued to Employees" and as interpreted in
FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation" and, accordingly, recognizes no compensation expense in connection
with stock option grants made to employees. See Note 11.

                                        29
<PAGE>   32
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Earnings Per Common Share

     SFAS No. 128, "Earnings Per Share" requires a dual presentation of basic
and diluted earnings per 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. Warrants totaling 325,000 for both the years ended
June 30, 2001 and 2000 were antidilutive and have been excluded. Warrants
totaling 1,259,905 for the year ended June 30, 1999 were antidilutive and have
been excluded. Options totaling 5,513,553, 5,135,273 and 4,357,476 for the years
ended June 30, 2001, 2000 and 1999, respectively, were antidilutive and have
been excluded. The following table sets forth weighted average shares used to
compute basic and diluted earnings per share (in 000's):

<Table>
<Caption>
                                                               2001     2000     1999
                                                              ------   ------   ------
<S>                                                           <C>      <C>      <C>
Basic weighted average shares outstanding...................  40,317   40,861   36,993
Stock options...............................................     641        7      153
                                                              ------   ------   ------
Diluted weighted average shares outstanding.................  40,958   40,868   37,146
                                                              ======   ======   ======
</Table>

  Shareholders' Equity

     The Company has two classes of common stock, Class A Common Stock and Class
B Common Stock. On each matter submitted for stockholder approval each share of
Class A Common Stock is entitled to one vote, and each share of Class B Common
Stock is entitled to 10,000 votes.

     In connection with the acquisition of the Boca Raton Resort and Club, the
Company issued rights to the predecessor owners of the property entitling them
to acquire 4,242,586 shares of Class A Common Stock at any time up through April
30, 2001 for no additional consideration. All such shares were reflected as
issued in the accompanying Consolidated Balance Sheet as of June 30, 2000
because the Company believed it was probable that all predecessor owners would
exchange their interests for freely tradable Class A Common Stock of the
Company. However, at June 30, 2001, shareholders' equity has been reduced to
exclude the 447,892 expired, unexercised exchange rights. Upon issuance of the
shares relating to rights that were exercised, the tax effect of the book-tax
bases difference resulting from the exchange is reflected as an adjustment to
contributed capital in the accompanying Consolidated Statements of Shareholders'
Equity.

  Treasury Stock

     In May 2001, the Company's Board of Directors approved a share repurchase
program authorizing the Company to purchase up to $30 million of its outstanding
Class A Common Stock over the ensuing 24 months. As of June 30, 2001, the
Company had repurchased 592,766 shares of Class A Common Stock for $6.8 million.
The Company accounts for repurchases of its Class A Common Stock using the cost
method with common stock in treasury classified in the Consolidated Balance
Sheets as a reduction of shareholders' equity.

  Comprehensive Income

     Comprehensive income was the same as net income for the years ended June
30, 2001, 2000 and 1999.

  Impact of Recently Issued Accounting Standards

     SFAS No. 141, "Business Combinations" prohibits the pooling method of
accounting for business combinations and requires business combinations to be
accounted for using the purchase method of accounting. The requirements of this
statement should be applied to business combinations initiated after June 30,
2001. The Company believes the adoption of SFAS No. 141 will not have a material
impact on its results of operations or financial position.

                                        30
<PAGE>   33
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     SFAS No. 142, "Goodwill and Other Intangible Assets" addresses financial
accounting and reporting for acquired goodwill and other intangible assets and
supercedes APB Opinion No. 17, "Intangible Assets". SFAS No. 142 addresses how
intangible assets that are acquired individually, or with a group of assets,
should be accounted for in financial statements upon their acquisition. It also
addresses how goodwill and other intangible assets should be accounted for after
they have been initially recognized in the financial statements. Under SFAS No.
142, goodwill shall not be amortized. Goodwill shall be tested for impairment at
a level of reporting referred to as a reporting unit. If the carrying amount of
reporting unit goodwill exceeds the implied fair value of that goodwill, an
impairment loss shall be recognized in an amount equal to that excess. The
provisions of this statement are required to be applied starting with fiscal
years beginning after December 15, 2001. Early adoption is permitted for
entities with fiscal years beginning after March 15, 2001, provided that the
first interim financial statements have not previously been issued. This
statement is required to be applied at the beginning of an entity's fiscal year
and to be applied to all goodwill and other intangible assets recognized in its
financial statements at that date. Impairment losses for goodwill and
indefinite-lived intangible assets that arise due to the initial application of
this statement (resulting from a transitional impairment test) are to be
reported as resulting from a change in accounting principle. The Company is
currently evaluating whether it will early adopt the provisions of SFAS No. 142
and will not be able to determine the ultimate impact of this statement on its
results of operations or financial position until such time as the Company
applies its provisions. Amortization of goodwill totaled $1.7 million for the
year ended June 30, 2001, however, this is not intended to be indicative of the
expected impact on the Company's future results of operations.

     SFAS No. 143, "Accounting for Asset Retirement Obligations" addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. SFAS No. 143 is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The Company believes the adoption of SFAS
No. 143 will not have a material impact on its results of operations or
financial position and will adopt such standards on July 1, 2002, as required.

3. SUPPLEMENTAL CASH FLOW INFORMATION

  Interest and Income Taxes Paid

     Interest paid totaled $48.3 million, $53.1 million and $51.1 million during
the years ended June 30, 2001, 2000 and 1999, respectively. Income taxes paid
totaled $9.9 million, $54,000 and $380,000 during the years ended June 30, 2001,
2000 and 1999 respectively. The income taxes paid during 2001 included certain
estimated quarterly tax payments for fiscal 2001 as well as actual income taxes
incurred for fiscal 2000. The income taxes paid for fiscal 1999 were nominal
because the Company had available net operating losses to offset taxable income
for that year. See Note 15.

  Non-Cash Investing and Financing Activities

     The Company sold the Arizona Biltmore Resort & Spa in December 2000. In
connection with such transaction, the buyer of the property assumed indebtedness
totaling $59.4 million. The Company issued shares of Class A Common Stock
totaling 50,000 (which were valued at $539,000) and 62,830 (which were valued at
$550,000) in connection with business acquisitions during the years ended June
30, 2000 and 1999, respectively.

                                        31
<PAGE>   34
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PREMIER CLUB NOTES RECEIVABLE

     The Company offers internal financing to qualified purchasers of Premier
Club memberships. Based on the terms of the agreements, the membership notes
will be collected as follows (in 000's):

<Table>
<S>                                                           <C>
2002........................................................  $ 4,009
2003........................................................    3,081
2004........................................................    2,373
2005........................................................    1,708
2006........................................................      895
Thereafter..................................................      167
                                                              -------
                                                              $12,233
                                                              =======
</Table>

5. DISCONTINUED OPERATIONS AND DIVESTITURE

     On July 25, 2001, the Company sold its entertainment and sports business.
The purchase price for the business, which incorporated certain working capital
adjustments, consisted of $83.5 million in cash, an $11.2 million secured
promissory note and the assumption by the purchasers of certain off-balance
sheet contingencies including a $10 million construction obligation secured by a
performance bond. The net proceeds from the sale of the business after payment
of disposal costs and income taxes is estimated to be between $67.0 million and
$69.0 million, and the gain on disposition, which will be recorded during the
three months ended September 30, 2001, is estimated to be between $23.0 million
and $25.0 million. Accordingly, the Company's entertainment and sports business
has been accounted for as discontinued operations and the accompanying
Consolidated Financial Statements presented herein have been restated to report
separately the net assets and operating results of this discontinued operation.
Operating losses totaling $2.9 million from the measurement date through June
30, 2001 have been deferred and will be recognized during the quarter ended
September 30, 2001 (the quarter in which the gain on sale is recognized). A
portion of the Company's interest expense has been allocated to discontinued
operations based upon its average borrowing cost and the average funds the
discontinued operations borrowed from the parent. Certain selling, general and
administrative expenses incurred by the Company have been allocated to
discontinued operations based upon the specific identification method. Summary
operating results of the discontinued operations for the year ended June 30 are
as follows (in 000's):

<Table>
<Caption>
                                                             2001      2000      1999
                                                           --------   -------   -------
<S>                                                        <C>        <C>       <C>
Revenue..................................................  $ 55,213   $60,187   $62,608
Loss from discontinued operations before income taxes....  $(14,217)  $(4,576)  $  (107)
Benefit (provision) for income taxes.....................     5,355       805      (329)
                                                           --------   -------   -------
Loss from discontinued operations........................  $ (8,862)  $(3,771)  $  (436)
                                                           ========   =======   =======
</Table>

                                        32
<PAGE>   35
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The net assets of the discontinued operations in the Consolidated Balance
Sheets at June 30 include the following (in 000's):

<Table>
<Caption>
                                                               2001      2000
                                                              -------   -------
<S>                                                           <C>       <C>
Cash and cash equivalents...................................  $ 2,344   $11,599
Restricted cash.............................................   16,644    14,599
Accounts receivable, net....................................    2,708     3,963
Inventory...................................................      459       492
Other current assets........................................    1,893     1,494
Property and equipment, net.................................    7,566     8,089
Intangible assets, net......................................   24,915    25,676
Other non-current assets....................................   10,193     7,761
Accounts payable and accrued expenses.......................   (5,741)  (11,067)
Current portion of deferred revenue.........................   (3,431)   (8,066)
Other current liabilities...................................   (8,982)   (4,873)
Other non-current liabilities...............................   (2,857)   (3,402)
                                                              -------   -------
  Net assets of discontinued operations.....................  $45,711   $46,265
                                                              =======   =======
</Table>

     On December 22, 2000, the Company executed a definitive agreement and
closed on the sale of the Arizona Biltmore Resort & Spa for $335.0 million, plus
certain working capital adjustments. The Company received $283.0 million in
gross cash proceeds and the buyer of the property assumed $59.4 million in
indebtedness. The net proceeds from the asset sale amounted to $279.0 million
and was substantially used to repay indebtedness. The gain on the asset sale was
nominal. The Company is contingently liable for certain litigation relating to
the Arizona Biltmore Resort & Spa. While the results of such proceedings cannot
be predicted with certainty, management believes that losses, if any, resulting
from the ultimate resolution of these matters will not have a material adverse
effect on the Company's results of operations, cash flows or financial position.
A portion of the Company's interest expense has been allocated to the Arizona
Biltmore Resort & Spa based upon the debt balance attributable to it operations.
Certain selling, general and administrative expenses incurred by the Company
have been allocated based upon the specific identification method. The Company's
unaudited pro forma consolidated results of operations assuming the disposition
of the Arizona Biltmore Resort & Spa occurred at the beginning of the period are
as follows for the years indicated (in 000's):

<Table>
<Caption>
                                                           2001       2000       1999
                                                         --------   --------   --------
<S>                                                      <C>        <C>        <C>
Revenue................................................  $289,315   $267,744   $253,387
Operating income.......................................    52,444     46,437     47,702
Income from continuing operations before income
  taxes................................................    32,494     26,387     28,738
</Table>

                                        33
<PAGE>   36
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. PROPERTY AND EQUIPMENT, NET

     A summary of property and equipment at June 30 is as follows (in 000's):

<Table>
<Caption>
                                                                2001        2000
                                                              --------   ----------
<S>                                                           <C>        <C>
Land and land improvements..................................  $283,546   $  336,681
Buildings and improvements..................................   482,187      694,230
Furniture, fixtures and equipment...........................    87,954       84,056
Construction in progress....................................    22,566       13,960
                                                              --------   ----------
                                                               876,253    1,128,927
Less: accumulated depreciation and amortization.............   (84,159)     (74,374)
                                                              --------   ----------
                                                              $792,094   $1,054,553
                                                              ========   ==========
</Table>

     Depreciation and amortization expense on property and equipment included in
the Consolidated Statements of Operations was approximately $33.8 million, $32.0
million and $27.6 million for the years ended June 30, 2001, 2000 and 1999,
respectively.

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses as of June 30 consists of the
following (in 000's):

<Table>
<Caption>
                                                               2001      2000
                                                              -------   -------
<S>                                                           <C>       <C>
Accrued payroll and related costs...........................  $ 7,439   $ 6,464
Accounts payable............................................    6,900    11,757
Other accrued liabilities...................................    6,619    10,318
Accrued interest payable....................................    5,690     7,260
Accrued property taxes......................................    4,528     5,865
Income taxes payable........................................    1,226     4,228
                                                              -------   -------
                                                              $32,402   $45,892
                                                              =======   =======
</Table>

                                        34
<PAGE>   37
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. CREDIT LINES AND NOTES PAYABLE

     As discussed in Note 5, the Company repaid a substantial amount of
indebtedness during the year ended June 30, 2001 with the proceeds from the sale
of the Arizona Biltmore Resort & Spa. Credit lines and notes payable at June 30
is as follows (in 000's):

<Table>
<Caption>
                                                              2001     2000
                                                              ----   --------
<S>                                                           <C>    <C>
Revolving credit line collateralized by all assets of Pier
  66, Bahia Mar, Registry Resort and Edgewater Beach Hotel,
  variable interest rate due April 20, 2002.................  $ --   $ 18,070
Note payable to seller, no stated interest rate, 8.8%
  imputed interest rate.....................................    --     15,942
Mortgage note payable, collateralized by substantially all
  Arizona Biltmore property and equipment, fixed interest
  rate of 8.25%.............................................    --     60,040
Senior note payable to bank, secured by a first mortgage and
  lien on all Boca Resort assets, fixed interest rate of
  9.0%......................................................    --    102,000
Construction loan with bank, secured by certain land, fixed
  interest rate of 7.6%.....................................    --     11,700
Capital lease on operating equipment, fixed interest rate of
  8.0%, due on November 15, 2003............................   551        743
Revolving credit facility with bank, variable interest
  rate......................................................    --     34,700
                                                              ----   --------
          Total outstanding including current portion.......  $551   $243,195
                                                              ====   ========
</Table>

     The Company's revolving credit line, which matures in April 2002, requires
the maintenance of customary capital expenditure reserves for the replacement of
assets. In addition, the Company is required to comply with certain covenants,
including without limitation, requirements to maintain a minimum net worth and
maintain certain leverage ratios. The Company was in compliance with these
covenants at June 30, 2001. The Company's availability under its revolving
credit line at June 30, 2001 was $144.7 million. Minimum principal payments
required on the Company's credit lines and notes payable for fiscal years
subsequent to 2001 are as follows (in 000's):

<Table>
<S>                                                           <C>
2002........................................................  $209
2003........................................................   225
2004........................................................   117
                                                              ----
                                                              $551
                                                              ====
</Table>

9. SENIOR SUBORDINATED NOTES PAYABLE

     On April 21, 1999, the Company issued $340.0 million aggregate principal
amount of 9.875% senior subordinated notes due April 15, 2009 (the "Notes") in a
private placement offering (the "Offering"). The Notes were subsequently
registered with the Securities and Exchange Commission. Interest on the Notes is
payable semiannually on April 15 and October 15 of each year. The Notes are
redeemable at the option of the Company, in whole or in part, in cash, on or
after April 15, 2004, 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%.

     During the year ended June 30, 2001 the Company repurchased $67.0 million
principal amount of Notes and recognized an extraordinary loss of $2.0 million
(or $1.2 million, net of a benefit for income taxes). The extraordinary loss
substantially represents the non-cash charge-off of a pro rata portion of the
debt issuance costs previously capitalized when the Notes were issued.

                                        35
<PAGE>   38
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Prior to April 15, 2002, the Company may redeem up to 35% of the aggregate
principal amount of the Notes with the proceeds of one or more public equity
offerings, at a redemption price equal to 109.875% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of redemption,
provided that at least 65% of the Notes remains outstanding after any such
redemption. The Notes are senior obligations of the Company and rank pari passu
in right of payment with all existing and future senior indebtedness of the
Company and rank senior in right of payment to all existing and future
subordinated obligations of the Company. None of the assets of the Company
secure its obligations under the Notes, and the Notes are effectively
subordinated to secured indebtedness of the Company to any third party to the
extent of assets serving as security.

     The Notes are unconditionally guaranteed, jointly and severally, by each of
the Company's existing and future domestic subsidiaries (the "Subsidiary
Guarantors"). The Note guarantees are senior obligations of the Subsidiary
Guarantors and rank pari passu in right of payment with all existing and future
senior indebtedness of such Subsidiary Guarantors and senior in right of payment
to all existing and future subordinated indebtedness of such Subsidiary
Guarantors.

     The Notes contain certain covenants limiting the Company's ability to incur
additional indebtedness, pay dividends and make investments and other restricted
payments, enter into transactions with 5% stockholders or affiliates, create
liens, and sell assets. The Company was in compliance with these covenants at
June 30, 2001. Additionally, certain asset sales or specific kinds of change of
control may require the Company to offer to repurchase the Notes. In connection
with the Offering, the Company charged to operations debt issuance costs
relating to certain extinguished debt and recognized a $4.3 million
extraordinary loss (or $2.7 million, net of a benefit for income taxes) during
the year ended June 30, 1999.

10. PREMIER CLUB REFUNDABLE MEMBERSHIP FEES

     Fully paid initiation fees associated with Premier Club memberships at the
Boca Raton Resort and Club executed prior to December 31, 1997 are refundable
upon the death of a member or a member's spouse and upon the expiration of the
30-year membership term (subject to renewal at the member's option). The fee is
also refundable upon a member's resignation from the Premier Club, but only out
of the proceeds of subsequent new members to join the Premier Club following
refund of all previously resigned members' fees. If any member paying over time
suspends payment, amounts paid to date are forfeited and recognized as income.
Amounts forfeited to date have not been material. Premier Club refundable
membership fees of approximately $57.8 million and $60.4 million at June 30,
2001 and 2000, respectively, have been reflected as a non-current liability in
the accompanying Consolidated Balance Sheets.

                                        36
<PAGE>   39
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. STOCK OPTIONS

     The Company has a stock option plan under which options to purchase shares
of common stock may be granted to key employees and directors of the Company.
Options granted under the plan are non-qualified and are granted at a price
equal to the fair market value of the common stock at the date of grant.
Generally, options granted will have a term of ten years from the date of grant,
and will vest in increments of 25% per year over a four-year period on the
annual anniversary of the date of grant. A summary of stock option transactions
for the three years ended June 30, 2001 is as follows:

<Table>
<Caption>
                                       NUMBER OF     NUMBER OF                       NUMBER OF
                                         SHARES       OPTIONS        RANGE IN         OPTIONS
                                        RESERVED    OUTSTANDING    OPTION PRICES    EXERCISABLE
                                       ----------   -----------   ---------------   -----------
<S>                                    <C>          <C>           <C>               <C>
Balance at June 30, 1998.............   1,663,192    3,296,194    $10.00 - $27.30      466,422
  Granted............................  (1,293,433)   1,293,433    $ 9.31 - $10.38
  Exercised..........................          --       (2,000)   $         10.00
  Forfeited..........................     132,743     (132,743)   $10.00 - $26.38
                                       ----------    ---------
Balance at June 30, 1999.............     502,502    4,454,884    $ 9.31 - $27.30    1,247,273
  Additional shares reserved under
     plan............................   2,500,000           --                 --
  Granted............................    (855,000)     855,000    $ 9.50 - $ 9.75
  Exercised..........................          --       (4,702)   $         10.00
  Forfeited..........................     162,538     (162,538)   $ 9.75 - $27.30
                                       ----------    ---------
Balance at June 30, 2000.............   2,310,040    5,142,644    $ 9.31 - $26.38    2,269,633
  Granted............................  (1,140,000)   1,140,000    $         13.69
  Exercised..........................          --      (55,613)   $ 9.31 - $10.00
  Forfeited..........................      71,062      (71,062)   $ 9.31 - $13.69
                                       ----------    ---------
Balance at June 30, 2001.............   1,241,102    6,155,969    $ 9.31 - $26.38    3,480,986
                                       ==========    =========
</Table>

     The weighted average exercise price and weighted average remaining
contractual life of the Company's outstanding options at June 30, 2001 is set
forth below.

<Table>
<Caption>
                                                          WEIGHTED                              (VESTED ONLY)
                                                           AVERAGE     WEIGHTED                   WEIGHTED
                                            NUMBER OF     REMAINING    AVERAGE                     AVERAGE
                                             OPTIONS     CONTRACTUAL   EXERCISE     OPTIONS       EXERCISE
RANGE OF EXERCISE PRICES                   OUTSTANDING      LIFE        PRICE     EXERCISABLE       PRICE
------------------------                   -----------   -----------   --------   -----------   -------------
<S>                                        <C>           <C>           <C>        <C>           <C>
$9.31 - $13.69...........................   3,909,228     7.8 years     $10.81     1,552,569       $ 9.73
$16.63 - $19.19..........................   1,284,904     6.5 years     $17.39       968,178       $17.39
$21.13 - $27.30..........................     961,837     5.9 years     $25.53       960,239       $25.54
                                            ---------                              ---------
                                            6,155,969                              3,480,986
                                            =========                              =========
</Table>

                                        37
<PAGE>   40
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The weighted average exercise price of all options at June 30, 2001, 2000
and 1999 was $14.49, $14.56 and $15.53, respectively. Pro forma information
relating to net income and earnings per share is required by SFAS No. 123, and
has been determined as if the Company had accounted for its employee stock
options under the fair value method of that statement. 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 year ended June 30:

<Table>
<Caption>
                                                      2001         2000         1999
                                                    ---------   ----------   -----------
<S>                                                 <C>         <C>          <C>
Pro forma net income (loss).......................  $(730,000)  $8,390,000   $(2,210,000)
Pro forma net income (loss) per share.............  $   (0.02)  $     0.21   $     (0.06)
Pro forma weighted average fair value of options
  granted.........................................  $    5.41   $     6.99   $      7.83
Risk free interest rate...........................       4.00%        6.00%         6.35%
Expected lives....................................    6 years      6 years       6 years
Expected volatility...............................         30%          30%           42%
</Table>

12. COMMITMENTS AND CONTINGENCIES

  Capital Expenditures

     At June 30, 2001, the Company had commitments outstanding for capital
expenditures under purchase orders and contracts of approximately $35.5 million
associated with expansion projects at the Boca Raton Resort and Club.

  Leases

     The Company leases the site of the Radisson Bahia Mar Resort and Yachting
Center from the City of Fort Lauderdale under an operating lease, which has a
term through August 31, 2062. Under the lease agreement, the Company is required
to pay annual rent equal to the greater of a percentage (4.0% through September
30, 2012 and 4.25% thereafter) of annual gross operating revenue, as defined, or
a $300,000 minimum annual rent (escalating after September 2037). Rent expense
under this lease totaled $891,000, $850,000 and $785,000 for the years ended
June 30, 2001, 2000 and 1999, respectively. The lease agreement also requires
the Company to set aside 3% of Bahia Mar's revenue annually, as defined in the
lease agreement, for the purchase, replacement and upgrade of furniture,
fixtures and equipment. All such restricted funds have been spent on their
required purpose through June 30, 2001.

     Future minimum lease obligations under various noncancellable operating
leases with initial terms in excess of one year at June 30, 2001 (including the
lease described in the preceding paragraph) are as follows (in 000's):

<Table>
<S>                                                           <C>
2002........................................................  $ 1,976
2003........................................................    1,211
2004........................................................      508
2005........................................................      300
2006........................................................      300
Thereafter..................................................   16,800
                                                              -------
                                                              $21,095
                                                              =======
</Table>

     As of June 30, 2001, the Company has two letters of credit, which secure
two operating leases. The letters of credit are collateralized by certificates
of deposit totaling $500,000, which mature in November 2001 and are included in
restricted cash in the accompanying Consolidated Balance Sheets.

                                        38
<PAGE>   41
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Litigation

     The Company is not involved in any material legal proceedings. However, the
Company may from time to time become a party to legal proceedings arising in the
ordinary course of business, which are incidental to its business.

  Environmental Matters

     Under various federal, state, and local environmental laws and regulations,
an owner or operator of real property may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such real property, as
well as for the costs of complying with environmental laws regulating on-going
operations. The Company may be potentially liable for any such costs in
connection with the ownership and operation of its properties. The Company has
obtained Phase I environmental site assessments for the real property on which
each of the resorts is located. In addition, Phase II environmental assessments
have been conducted at several properties. Phase I assessments are intended to
identify existing, potential and suspected environmental contamination and
regulatory compliance concerns, and generally include historical reviews of the
property, reviews of certain public records, preliminary visual investigations
of the site and surrounding properties and the preparation and issuance of
written reports. Phase II assessments involve the sampling of environmental
media, such as subsurface soil and groundwater, to confirm whether contamination
is present at areas of concern identified during the course of a Phase I
assessment.

     The Phase I and Phase II assessments have not revealed any environmental
liability or compliance concerns that the Company believes would have a material
adverse effect on its business, nor is the Company aware of any such material
liability or concern. Phase I and Phase II assessments cannot provide full and
complete knowledge of environmental conditions and compliance matters.
Therefore, there can be no assurances that: (1) material environmental
liabilities or compliance concerns do not exist; (2) an identified matter that
does not appear reasonably likely to be material will not result in
significantly greater expenditures than is currently anticipated; or (3) there
are no material environmental liabilities or compliance concerns of which the
Company is unaware.

13. LICENSE AND FRANCHISE AGREEMENTS

     Upon the acquisition of the Hyatt Regency Pier 66 Hotel and Marina, the
Company assumed the rights of the franchise agreement with Hyatt Franchise
Corporation. The franchise agreement expires in November 2014 with various early
termination provisions and liquidated damages for early termination. The
franchise agreement provides for payments of monthly royalty fees equal to 5.0%
of gross room revenue. The franchise agreement also provides for the payment of
certain Hyatt "allocable chain expenses" primarily relating to sales and
marketing. Aggregate Hyatt fees and expenses amounted to $1.6 million, $1.4
million and $1.4 million for the years ended June 30, 2001, 2000 and 1999,
respectively. The franchise agreement also requires maintenance of a customary
reserve for replacement of furniture, fixtures and equipment equal to 4.0% of
gross room revenue. All such restricted funds have been spent for their required
purpose through June 30, 2001.

     Upon the acquisition of Radisson Bahia Mar Resort and Yachting Center, the
Company assumed the rights of a ten-year license agreement with Radisson Hotels
International, Inc. ("Radisson"). The terms of the agreement allow the Company
to operate the resort using the Radisson system. Annual fees payable to Radisson
pursuant to the agreement equal 5.0% of gross room sales. Fees paid to Radisson
pursuant to the license agreement totaled $469,000, $469,000 and $436,000 for
the years ended June 30, 2001, 2000 and 1999, respectively.

                                        39
<PAGE>   42
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. RELATED PARTY TRANSACTIONS

     The following is a summary of certain agreements and transactions between
or among the Company and certain related parties. It is the Company's policy to
enter into any such transactions with related parties on terms that, on the
whole, are no less favorable than those that would be available from
unaffiliated parties.

     The Company pays a management fee to Huizenga Holdings, Inc., a corporation
whose sole shareholder is the Company's Chief Executive Officer and Chairman, H.
Wayne Huizenga, equal to 1% of total revenue, excluding all NHL national
television revenue, enterprise rights and expansion fees. Pursuant to the
agreement, Huizenga Holdings, Inc. primarily provides certain administrative,
financing, tax, investor relations and strategy related services to the Company.
The Company incurred management fees of approximately $3.7 million, $4.1 million
and $3.9 million for the years ended June 30, 2001, 2000 and 1999, respectively.
Such management fees are included as a component of selling, general and
administrative expense in the accompanying Consolidated Statements of
Operations.

     The Company paid Callaghan & Partners, Ltd. $448,000, $501,000 and $1.0
million for construction and development services during the years ended June
30, 2001, 2000 and 1999, respectively. The Company is obligated to pay Callaghan
& Partners, Ltd. 1.5% of the budgeted construction and development cost of
certain approved projects. As of June 30, 2001, unpaid amounts associated with
such approved projects totaled $326,000. Dennis J. Callaghan, a director of the
Company, is President of Callaghan & Partners, Ltd., an entity founded by Mr.
Callaghan to acquire, develop, finance, renovate and manage resorts, hotels and
residential and commercial properties in the United States and abroad.

     Until June 30, 2000, Leisure Management International, Inc. ("LMI"), an
entity that was 50% owned by Mr. Huizenga, managed the Miami Arena under a
management agreement with Decoma Miami Associates, Ltd., a company in which the
Company owns a 78% interest ("Decoma"). Under the management agreement, LMI
received from Decoma management fees of approximately $142,000 and $150,000 for
the years ended June 30, 2000 and 1999, respectively. On June 30, 2000, Decoma's
contract with the Miami Sports and Exhibition Authority ("MSEA") was terminated
and the Company was paid a termination fee by MSEA of $10.5 million. Following
termination of Decoma's contract with MSEA, Decoma terminated its agreement with
LMI and paid LMI a termination fee of $400,000. The Company also entered into an
agreement with LMI to manage the National Car Rental Center, home of the
Panthers (which were sold by the Company in July 2001), and incurred management
fees of approximately $205,000 and $200,000 for the years ended June 30, 2000
and 1999, respectively. Mr. Huizenga disposed of his interest in LMI's ongoing
operations in March 2000.

     The Panthers had a contract with SportsChannel Florida, a Florida limited
partnership, 70% of which was owned by Mr. Huizenga until January 2000, when
such entity was sold. Under the terms of the contract, the Panthers granted
local television broadcast and pay television rights, exclusively to
SportsChannel Florida. Aggregate payments by SportsChannel Florida totaled $5.5
million ($2.5 million of which was paid before SportsChannel Florida was sold to
the unrelated party) for the year ended June 30, 2000 and $3.1 million for the
year ended June 30, 1999.

                                        40
<PAGE>   43
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15. INCOME TAXES

     The income tax effect of temporary differences comprising the deferred tax
assets and deferred tax liabilities in the accompanying Consolidated Balance
Sheets is set forth below (in 000's):

<Table>
<Caption>
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Deferred tax assets:
Federal and state tax operating loss and general tax credit
  carryforwards.............................................  $  3,679   $  1,635
Deferred revenue and other..................................    16,411     11,408
Deferred tax liabilities:
Book basis in property over tax basis.......................   (52,526)   (45,939)
Valuation allowance.........................................        --     (2,747)
                                                              --------   --------
Net deferred tax liabilities................................  $(32,436)  $(35,643)
                                                              ========   ========
</Table>

     The components of the provision for income taxes relating to continuing
operations for the years ended June 30 is set forth below (in 000's).

<Table>
<Caption>
                                                               2001      2000      1999
                                                              -------   -------   -------
<S>                                                           <C>       <C>       <C>
Current:
  Federal...................................................  $12,722   $ 6,290   $ 4,917
  State.....................................................    1,528       717       578
Federal and state deferred benefit..........................   (6,779)   (1,551)   (1,185)
Change in valuation allowance...............................   (2,747)   (4,651)   (3,010)
                                                              -------   -------   -------
Provision for income taxes..................................  $ 4,724   $   805   $ 1,300
                                                              =======   =======   =======
</Table>

     Realization of future tax benefits related to deferred tax assets is
dependent on many factors, including the Company's ability to generate future
taxable income. The valuation allowance is adjusted in the period management
determines it is more likely than not that deferred tax assets will or will not
be realized. Management has considered these factors in reaching its conclusion
to release the valuation allowance during the year ended June 30, 2001.

     A reconciliation between the statutory federal income tax expense relating
to continuing operations and the income tax expense at the Company's effective
rate for the year ended June 30, 2001, 2000 and 1999 is set forth below (in
000's).

<Table>
<Caption>
                                                               2001      2000      1999
                                                              -------   -------   -------
<S>                                                           <C>       <C>       <C>
Computed expected income tax expense based on statutory
  federal income tax rate...................................  $ 6,477   $ 6,322   $ 3,330
State income taxes, net of federal benefit..................      740       722       660
Non-deductible amortization.................................      365       345        --
Non-deductible expenses.....................................      449        --        --
Credit for employer taxes...................................     (648)     (703)       --
Decrease in valuation allowance.............................   (2,747)   (4,651)   (3,010)
Other, net..................................................       88    (1,230)      320
                                                              -------   -------   -------
Provision for income taxes..................................  $ 4,724   $   805   $ 1,300
                                                              =======   =======   =======
</Table>

                                        41
<PAGE>   44
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. EMPLOYEE BENEFITS

     Certain of the Company's employees are participants in a qualified 401(k)
Savings and Retirement Plan (the "401(k)"), a defined contribution plan. The
401(k) is available to employees over the age of 21 with at least one year of
service who work a minimum of 1,000 hours per year. The Company may match a
discretionary percentage of the amount contributed by the participant up to a
limit of 6% of annual compensation. Employees may contribute up to 10% of their
annual compensation subject to a maximum dollar amount as specified by
applicable regulations. Participants are automatically vested in compensation
deferrals. Vesting in Company matching contributions is at the rate of 20% each
year, after one year of plan participation, reaching 100% after five years. The
Company did not make any matching contributions during the years ended June 30,
2001, 2000 or 1999.

     The Boca Raton Resort and Club has in place a non-qualified 401(a) Plan
(the "Boca Plan"). The Boca Plan is available to employees with at least one
year of service who work a minimum of 1,000 hours per year. The Boca Plan allows
participants to contribute up to 16% of their total compensation. The Company is
required to contribute 50% of the first 6% of the employee's earnings. The
Company's matching contribution totaled $698,000, $659,000 and $489,000 for the
years ended June 30, 2001, 2000 and 1999, respectively.

17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED AND IN THOUSANDS EXCEPT PER SHARE
DATA)

<Table>
<Caption>
                                                  FIRST     SECOND     THIRD     FOURTH
                                                 QUARTER    QUARTER   QUARTER    QUARTER     YEAR
                                                 --------   -------   --------   -------   --------
<S>                                       <C>    <C>        <C>       <C>        <C>       <C>
Revenue.................................  2001   $ 59,586   $95,545   $101,986   $72,054   $329,171
                                          2000   $ 51,417   $91,478   $126,035   $92,430   $361,360

Operating income (loss).................  2001   $ (7,498)  $18,616   $ 37,604   $11,768   $ 60,490
                                          2000   $ (9,978)  $17,767   $ 45,805   $17,979   $ 71,573

Income (loss) from continuing
  operations............................  2001   $(21,347)  $ 5,999   $ 29,672   $  (544)  $ 13,780
                                          2000   $(22,983)  $ 4,679   $ 31,761   $ 3,800   $ 17,257

Net income (loss).......................  2001   $(27,583)  $ 1,433   $ 26,576   $ 3,256   $  3,682
                                          2000   $(31,034)  $ 3,532   $ 33,161   $ 7,827   $ 13,486

Basic income (loss) per share from
  continuing operations.................  2001   $  (0.52)  $  0.15   $   0.73   $ (0.01)  $   0.34
                                          2000   $  (0.56)  $  0.11   $   0.78   $  0.09   $   0.42

Diluted income (loss) per share from
  continuing operations.................  2001   $  (0.52)  $  0.14   $   0.71   $ (0.01)  $   0.34
                                          2000   $  (0.56)  $  0.11   $   0.78   $  0.09   $   0.42

Basic net income (loss) per share.......  2001   $  (0.68)  $  0.04   $   0.65   $  0.08   $   0.09
                                          2000   $  (0.76)  $  0.09   $   0.81   $  0.19   $   0.33

Diluted net income (loss) per share.....  2001   $  (0.68)  $  0.03   $   0.64   $  0.08   $   0.09
                                          2000   $  (0.76)  $  0.09   $   0.81   $  0.19   $   0.33
</Table>

     The Company's revenue and income are seasonal in nature and are directly
affected by the strength and seasonality of the tourism and leisure industry.
Tourism is dependent upon weather and the traditional seasons for travel.
Because of this variability in demand, the Company's revenue fluctuates
quarter-to-quarter, and

                                        42
<PAGE>   45
                               BOCA RESORTS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

revenue for the first quarter of each year can be expected to be lower than the
remaining quarters. Although historically the trend in quarterly revenue for the
second, third and fourth quarters of each year is generally higher than the
first quarter, there can be no assurance that this will occur in future periods.
Accordingly, quarterly or other interim results should not be considered
indicative of results to be expected for any quarter or for the full year.

                                        43
<PAGE>   46

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.

                                    PART III

     The information required by Items 10, 11, 12 and 13 of Part III of Form
10-K will be set forth in the Proxy Statement of the Company relating to the
Company's 2001 Annual Meeting of Stockholders and is incorporated herein by
reference.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)(1) Financial Statements of the Company are set forth in Part II, Item
8.

        (2) All Financial Statement Schedules are omitted because they are not
            applicable, are not present in amounts sufficient to require
            submission of the schedules or the required information is presented
            in the Consolidated Financial Statements or related notes.

        (3) Exhibits -- (See Index to Exhibits included elsewhere herein.)

     (b) Reports on Form 8-K

     The Company filed a Current Report on Form 8-K reporting that its
entertainment and sports business was under contract for sale. The sale closed
on July 25, 2001.

                                        44
<PAGE>   47

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

                                          BOCA RESORTS, INC.

                                          By:     /s/ WILLIAM M. PIERCE
                                            ------------------------------------
                                                     William M. Pierce
                                              Senior Vice President, Treasurer
                                                and Chief Financial Officer
September 21, 2001

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Pierce and Richard L. Handley as his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<Table>
<Caption>
                      SIGNATURE                                   TITLE                     DATE
                      ---------                                   -----                     ----
<C>                                                    <S>                           <C>

                /s/ H. WAYNE HUIZENGA                  Chairman of the Board         September 21, 2001
-----------------------------------------------------    (Principal Executive
                  H. Wayne Huizenga                      Officer)

                /s/ RICHARD C. ROCHON                  Vice Chairman and President   September 21, 2001
-----------------------------------------------------
                  Richard C. Rochon

                /s/ WILLIAM M. PIERCE                  Chief Financial Officer,      September 21, 2001
-----------------------------------------------------    Treasurer and Senior Vice
                  William M. Pierce                      President (Principal
                                                         Financial Officer)

                /s/ STEVEN M. DAURIA                   Vice President and Corporate  September 21, 2001
-----------------------------------------------------    Controller (Principal
                  Steven M. Dauria                       Accounting Officer)

                /s/ STEVEN R. BERRARD                  Director                      September 21, 2001
-----------------------------------------------------
                  Steven R. Berrard

               /s/ DENNIS J. CALLAGHAN                 Director                      September 21, 2001
-----------------------------------------------------
                 Dennis J. Callaghan
</Table>

                                        45
<PAGE>   48

<Table>
<Caption>
                      SIGNATURE                                   TITLE                     DATE
                      ---------                                   -----                     ----

<C>                                                    <S>                           <C>
                 /s/ MICHAEL S. EGAN                   Director                      September 21, 2001
-----------------------------------------------------
                   Michael S. Egan

                /s/ HARRIS W. HUDSON                   Director                      September 21, 2001
-----------------------------------------------------
                  Harris W. Hudson

             /s/ GEORGE D. JOHNSON, JR.                Director                      September 21, 2001
-----------------------------------------------------
               George D. Johnson, Jr.

                  /s/ HENRY LATIMER                    Director                      September 21, 2001
-----------------------------------------------------
                    Henry Latimer
</Table>

                                        46
<PAGE>   49

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBITS                          DESCRIPTION OF EXHIBIT
--------                          ----------------------
<C>       <C>  <S>
   2.1    --   Exchange Agreement dated October 25, 1996 by and between the
               Company and H. Wayne Huizenga.(1)
   2.3    --   Partnership Exchange Agreement dated October 25, 1996 by and
               between Florida Panthers Hockey Club, Ltd. and H. Wayne
               Huizenga.(1)
   2.9    --   Amended and Restated Contribution and Exchange Agreement,
               dated as of March 20, 1997, by and among Florida Panthers
               Holdings, Inc., Panthers BRHC Limited, Boca Raton Hotel and
               Club Limited Partnership, BRMC, L.P. and BRMC Corporation(2)
   2.10   --   Merger Agreement, dated July 8, 1997, by and among the
               Company, FPH/RHI Merger Corp., Inc., ResortHill, Inc. and
               Gary V. Chensoff.(3)
   2.11   --   Agreement and Plan of Merger dated as of November 17, 1997
               by Boca Resorts, Inc. (formerly Florida Panthers Holdings,
               Inc.), a Delaware corporation.(2)
   3.2    --   Amended and Restated By-Laws of the Registrant
  10.6    --   Management Agreement by and between the Company and Huizenga
               Holdings, Inc.(1)
  10.10   --   Second Amended and Restated 1996 Stock Option Plan.(4)
  10.15   --   Indenture dated April 21, 1999 between Boca Resorts, Inc.
               (formerly Florida Panthers Holdings, Inc.), The Guarantors
               and The Bank of New York as Trustee(5)
  10.16   --   Credit Agreement dated April 21, 1999 between Florida
               Panthers Hotel Corporation, the Initial Lenders named
               therein, Bear, Stearns & Co. Inc. as Syndication Agent and
               Bankers Trust Company as Administrative Agent(5)
  21.1    --   Subsidiaries of the Company(6)
  23.1    --   Consent of Arthur Andersen LLP
  24.1    --   Powers of Attorney (included as part of the signature page
               of this Annual Report on Form 10-K).
</Table>

---------------

(1) Incorporated by reference to the Company's Registration Statement on Form
    S-1 -- SEC File No. 333-12191.
(2) Incorporated by reference to the Company's Registration Statement on Form
    S-4 -- SEC File 333-28951.
(3) Incorporated by reference to the Company's Registration Statement on Form
    S-1 -- SEC File No. 333-30925.
(4) Incorporated by reference to the Company's Registration Statement on Form
    S-8 -- SEC File No. 333-92227.
(5) Incorporated by reference to the Company's Registration Statement on Form
    S-4 -- SEC File No. 333-77945.
(6) Incorporated by reference to the Company's Annual Report on Form 10-K For
    the Fiscal Year Ended June 30, 1999 -- SEC File No. 1-13173.

                                        47