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,
                        1998

                                       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

                         FLORIDA PANTHERS HOLDINGS, INC.
             ------------------------------------------------------ 
             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                              65-0676005
        ------------------------            -----------------------------------
        (State of Incorporation)            (I.R.S. Employer Identification No.)

         450 East Las Olas Boulevard                     33301
           Fort Lauderdale, Florida      
    ---------------------------------------            ---------             
    (Address of Principal ExecutiveOffices)            (Zip Code)

       Registrant's telephone number, including area code: (954) 712-1300

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

        Title of class          Name of each exchange on which registered
        --------------          ----------------------------------------- 
        Class A Common                  New York Stock Exchange
Stock, par value $.01 per share

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 August 10,  1998,  the  registrant  had  34,890,358  shares of Class A
common  stock,  $ .01 par value,  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  $368.2  million.  As  of  August  10,  1998  the
registrant  had  255,000  shares  of  Class B  common  stock  $ .01  par  value,
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 1998
Annual Meeting of Stockholders.

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

                                      INDEX
                                  TO FORM 10-K


                                                                    Page
                                                                   Number
           PART I
Item 1.    Business............................................        4
Item 2.    Properties..........................................       17
Item 3.    Legal Proceedings...................................       18
Item 4.    Submission of Matters to a Vote of Security-Holders.       19

           PART II
Item 5.    Market for Registrant's Common Equity and Related
           Stockholder Matters.................................       20
Item 6.    Selected Financial Data.............................       21
Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.................       22
Item 7A.   Quantitative and Qualitative Disclosures About Market
           Risk................................................       28
Item 8.    Financial Statements and Supplementary Data.........       29
Item 9.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure.................       49

           PART III
Item 10.   Directors and Executive Officers of the Registrant..       50
Item 11.   Executive Compensation..............................       50
Item 12.   Security Ownership of Certain Beneficial Owners and
           Management..........................................       50
Item 13.   Certain Relationships and Related Transactions......       50

           PART IV
Item 14.   Exhibits, Financial Statement Schedules and Reports
           on Form 8-K.........................................       51

<PAGE>
                                     PART I

Item 1.  Business

Introduction

    Florida  Panthers  Holdings,  Inc. (the "Company") is a holding company with
subsidiaries  currently  operating  in two  business  segments:  (i) leisure and
recreation (the "Leisure and Recreation  Business") and (ii)  entertainment  and
sports (the "Entertainment and Sports Business"). The Company's current focus is
on expanding the Leisure and Recreation  Business  primarily through (i) capital
projects at existing  facilities,  (ii) increased marketing directed to the core
upscale clientele of the Leisure and Recreation  Business and (iii) acquisitions
of  additional  luxury  resorts  compatible  with the  Company's  market  focus.
Although the Company's  current focus is on expanding the Leisure and Recreation
Business,  the  Company  continuously   evaluates  ownership,   acquisition  and
divestiture  alternatives  relating  to  its  two  business  segments  with  the
intention of maximizing shareholder value.

     The  Company  was  formed in July 1996 for the  purpose  of  acquiring  the
operations of the Florida Panthers Hockey Club (the "Panthers" or the "Club"), a
professional  hockey team which has been a member of the National  Hockey League
("NHL") since 1993.  After its initial  public  offering (the "IPO") in November
1996, the Company expanded into the Leisure and Recreation Business, through the
acquisition, ownership and operation of high-end destination luxury resorts, and
diversified  the  Entertainment  and Sports Business to include ice skating rink
operations.  See Note 16 to the  Consolidated  Financial  Statements for certain
industry segment financial information.

    The Leisure and  Recreation  Business  presently  consists of the  Company's
ownership  of the Boca  Raton  Resort  and Club  ("Boca  Resort"),  the  Arizona
Biltmore  Hotel  ("Arizona  Biltmore"),   the  Registry  Hotel  at  Pelican  Bay
("Registry Resort"),  the Edgewater Beach Hotel ("Edgewater Resort"),  the Hyatt
Regency Pier 66 Hotel and Marina ("Pier 66"),  the Radisson Bahia Mar Resort and
Yachting Center ("Bahia Mar") and the Rolling Hills Golf Club ("Rolling Hills").
These properties are collectively referred to as the "Resort Facilities. "

    The Company's  Entertainment and Sports Business  presently  consists of the
Panthers,  arena development,  arena management and ice skating rink operations.
The Company's arena  development  and management  operations will be unveiling a
new  multi-purpose   state-of-the-art   entertainment  and  sports  center  (the
"National Car Rental Center" or the "National Center") in October 1998 where the
Panthers will begin playing their 1998-1999 NHL season home games.

    The Company  was  incorporated  in Florida on July 3, 1996 and  subsequently
reincorporated in Delaware on November 17, 1997. In connection with the IPO, the
Company's  Class A common  stock,  par value $.01 per share (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."

Business Strategy

    The Company's current business strategy is to focus on expanding the Leisure
and Recreation Business. The primary elements of such business strategy include:
(i)  the  development  of  capital  projects   (additional  unit   construction,
recreational amenities and conference space) at the Resort Facilities,  (ii) the
expansion of the core upscale clientele of the Leisure and Recreation  Business,
which will increase the Company's ability to cross-market other services to this
customer base and (iii) the acquisition of other luxury resorts  compatible with
the Company's business strategy. In executing its business strategy, the Company
continuously  evaluates  opportunities  in other  industries  and businesses for
potential strategic  acquisitions where the Company believes it can leverage its
competitive   strengths  and  increase   shareholder  value.  The  Company  also
continuously  evaluates  ownership,  acquisition  and  divestiture  alternatives
relating  to  its  two  business  segments  with  the  intention  of  maximizing
shareholder  value.  For certain  risks  involved  with the  Company's  business
strategy, see "Risk Factors."

    Management  believes that the Resort  Facilities  will allow for significant
internal  growth.  At the time of  acquisition,  each of the  Resort  Facilities
either had (i) ongoing expansion and/or  improvements  programs,  which had been
funded from internal and external sources of capital or (ii) recently  completed
expansion and/or improvement programs.  Furthermore,  the Company has identified

<PAGE>

additional  opportunities  at certain  of its  resorts  and in their  respective
geographic markets where further expansion is feasible.  While no assurances can
be given,  such  expansion may include  additional  room  inventory,  conference
facilities and additional resort amenities.

    In  addition  to  current  or  future  expansion   projects  at  the  Resort
Facilities,  the  Company  is  pursuing  other  internal  growth  opportunities.
Specifically,  the Company  believes  that the Premier Club  concept,  which was
introduced  in 1991 at Boca Resort,  will serve as a model for  expansion at its
current and potential  future resort  facilities.  The Boca Resort  Premier Club
currently  requires an initial  membership fee of $40,000 and annual social dues
starting at $2,300.  Membership in the Boca Resort  Premier Club allows  Premier
Club  members  unlimited  access to the Boca  Resort  grounds  and  recreational
facilities  which are  otherwise  restricted to resort  guests.  The Boca Resort
Premier Club represents a significant source of cash flow at Boca Resort.

    The Company  believes  that the Premier  Club  concept,  when applied to the
other Resort Facilities will increase value and potential cash flow of the other
Resort Facilities.  The Company expects that the Premier Club concept will allow
the  Company  to  market  resort  properties,  restaurants,  pools,  and,  where
available,  tennis,  golf,  spa and other  leisure and  recreation  amenities to
residents  in local  communities  in a  country  club/social  club  setting.  In
addition,  the Company's  management believes that the cash flow from additional
Premier Clubs may help reduce the impact of seasonality on the Company's  luxury
resort business.

    The  Company  also  believes  that it can  generate  additional  revenue  by
extending  the Boca Resort model of non-room  based  revenue to the other Resort
Facilities. Boca Resort derives approximately 40% of its total revenue from room
rental,  approximately  30% of its  total  revenue  from  the  sale of food  and
beverage  and  approximately  30% of its total  revenue  from the  operation  of
marinas,  retail sales,  rental income from the lease of retail space within the
resort  complex,  Premier  Club  annual  social  dues and other  non-room  based
revenue.

    In expanding the Leisure and Recreation Business,  the Company is seeking to
increase  its  core  upscale  clientele,  such  as  corporate  and  other  group
customers,  affluent local residents,  individual business travelers and upscale
leisure  travelers,  and to  cross-market  other Company resorts and services to
this customer base. The Company views an upscale  customer base as desirable for
a number of reasons.  First,  the Company  believes the market  potential of the
upscale  customer  base to be  significant.  Second,  the Company  believes  the
customer   base  in  the   luxury   resort   segment   of  the  market  is  more
recession-resistant  than the  customer  base in the  general  hotel and lodging
market  and,  as a result,  the  Company  would be less  effected by an economic
downturn.  Third,  the Company  believes  such a customer  base will allow it to
experience more stable growth than the general hotel and lodging  market,  while
offering  opportunities to expand into other industries and businesses which may
serve the same customer base.

    The Company  believes that conditions in the luxury resort market favor such
cross-marketing to its upscale customer base. According to the 1998 Bear Stearns
U.S.  Lodging  Almanac,  at the end of 1997,  there were just 16,623 rooms under
construction  in the  deluxe,  luxury  and  upscale  brand  segments,  and these
segments  accounted  for 2.7% of the total  existing  U.S.  hotel  inventory  of
608,594 rooms.  Moreover,  the Company believes that destination  luxury resorts
will continue to benefit from trends and  developments,  which favorably  impact
the North American resort  industry.  The factors  include:  demographic  shifts
among the U.S.  population which have created a greater  percentage of Americans
with both increased leisure time and higher  disposable  income, a greater focus
on active vacations,  the increased popularity of golf and a growing interest in
luxury resorts among upscale leisure travelers.

     The Company expects that it will continue to evaluate  acquisition targets,
which may include  destination  luxury resorts with internal  growth  potential,
mid-range  resorts in highly desirable  locations that can be upgraded and which
have  sufficient  land  for  expansion  or  other  unique  properties  in  urban
locations. Resorts that are most likely to be acquisition targets are those that
(i) have a large room inventory in a popular  tourism and convention  geographic
location,  (ii) offer or could offer quality leisure and recreational  amenities
and  (iii)  provide  the  opportunity  to  cross-market  such  amenities  to the
Company's  upscale  clientele.  While the  Company  believes  that the states of

<PAGE>

Florida and Arizona  continue to be popular  destinations for pleasure travel in
the United States, it is currently  considering  possible  acquisitions in other
key  regional  locations   throughout  the  United  States.  Also,  unlike  some
participants  in the industry that only manage  resorts,  the Company intends to
pursue,  where feasible,  a policy of both ownership and operation.  The Company
believes that  ownership  gives it sufficient  control to implement its business
strategy  and allows it to fully  benefit  from any increase in the value of its
luxury resort portfolio.

     The  Company   believes  that  the  potential   acquisition  of  additional
destination  resorts  and  their  integration  into the  Company's  Leisure  and
Recreation  Business  will  provide the Company with  favorable  cross-marketing
opportunities.  For  example,  corporate  and other  group  customers  that hold
conferences on a regular basis prefer to rotate their conference locations among
various  regions of the United  States,  including the east and west coasts.  By
offering a significant  number of affiliated  luxury  resort  alternatives,  the
Company  believes that it will be able to encourage its customers to utilize the
Company's  resort  facilities on a regular basis.  The Company believes that its
superior facilities and emphasis on guest service greatly enhance  opportunities
for repeat business.

    Along with expansion into the Leisure and Recreation  Business,  the Company
believes  that the  Entertainment  and Sports  Business is poised to  experience
further  growth  by  capitalizing  on  the  increasing   popularity  of  hockey.
Additionally,  the Company  believes that the completion of the National Center,
which is currently  scheduled for October 1998, will  significantly  enhance the
Company's  cash flow and its  ability  to market  the  Panthers,  as well as its
ability to provide other forms of entertainment.  The Company also believes that
the increasing  popularity of hockey should bolster the success of the Company's
ice rink operations.

Leisure and Recreation Business

Management Team

    The  Company has  assembled  a  management  team with  significant  business
experience in the resort and hotel industry to implement the Company's  business
strategy as it relates to the Leisure and  Recreation  Business.  The members of
the Company's Leisure and Recreation Business management team include:

     Dennis  J.  Callaghan.  Mr.  Callaghan  is one of  the  Company's  Managing
Directors -- Resort  Division and has been a director of the Company  since July
1997.  Since 1990,  Mr.  Callaghan  has been  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.  Mr. Callaghan was an affiliate of Boca Resort and was
appointed to the Company's Board of Directors in connection with the acquisition
of Boca Resort.

     Michael  Glennie.  Mr.  Glennie  currently  serves as the President of Boca
Resort. Prior to his 10-year tenure with Boca Resort, Mr. Glennie was Manager of
the Waldorf  Astoria Hotel in New York and worked in various  capacities at Rock
Resorts, including as its Chief Executive Officer, from 1989 to 1993.

     Gary Chensoff.  Mr. Chensoff is one of the Company's  Managing Directors --
Resort  Division  and was  previously  a partner in a  partnership  which  owned
Registry  Resort.  Mr.  Chensoff  joined  the  Company  in  connection  with the
acquisition  of Registry  Resort.  Mr.  Chensoff has 20 years  experience in the
resort  and real  estate  industries.  Since  1992,  Mr.  Chensoff  has been the
President of Indian Hill Partners, Inc., which manages resorts, land development
projects and commercial  office  properties.  Prior to 1992,  Mr.  Chensoff held
various positions,  including Vice President and Managing  Director,  during his
11-year tenure with JMB Realty Corporation.

     James Applegate.  Mr. Applegate joined the Company in October 1997 as Vice
President- Golf  Development.  Mr.  Applegate  has 20 years  experience in land
acquisitions,  golf course design and development and club operations. From 1986
through 1997,  Mr.  Applegate  designed and built over 35 golf courses as a sole
proprietor.  From 1981 through  1985, he was Vice  President of  Operations  for
LaBonte Diversified  Development  ("LaBonte").  During his tenure at LaBonte, he
was  responsible  for,  among other things,  land  acquisitions  and golf course
development.

The Resort Facilities

    The Company's Leisure and Recreation  Business  currently  consists of seven
Resort Facilities:  Boca Resort,  Arizona Biltmore,  Registry Resort,  Edgewater
Resort, Pier 66, Bahia Mar and Rolling Hills.

<PAGE>

    More than  one-half  of the Resort  Facilities'  cash flow is  derived  from
non-room sources,  such as conference center services,  marina services,  annual
dues  associated  with club  memberships,  food and beverages,  retail and other
amenities of the resort. Revenue derived from these sources is generally paid by
customers in advance, or within 30 days of their stay at the resort.

    Boca Resort.  Boca Resort is a  destination  luxury  resort and private club
located  on over  298  acres  of land  fronting  both  the  Atlantic  Ocean  and
Intracoastal  Waterway  in  Boca  Raton,  Florida.  Boca  Resort  offers  luxury
accommodations  and amenities to group conference  customers,  leisure travelers
and the members of its  exclusive  and private  country and social club known as
The Premier Club.  Boca Resort consists of the Cloister,  the Tower,  Boca Beach
Club, the Golf Villas, Boca Country Club, 963 luxury guestrooms, a 50,000 square
foot conference center, a 25 slip marina, two 18 hole championship golf courses,
a 30 court tennis facility,  5 swimming pools, an indoor  basketball  court, two
indoor  racquetball  courts and a half mile of private  beach with various water
sports  facilities.  Other amenities of Boca Resort include 15 food and beverage
sites,  ranging  from 5-star  cuisine to  beach-side  grills,  and a new fitness
center.  Additionally,  Boca Resort recently completed a $46.5 million expansion
and renovation project which includes:  (i) a new 140,000 square foot conference
center;  (ii) a  state-of-the-art  tennis and fitness center  complex;  (iii) an
expanded 650-space parking facility and (iv) a new  Bates-designed  18-hole golf
course,  replacing  its  previous  18-hole golf course.  The  completion  of the
conference center allows Boca Resort to accommodate more than one large group at
a time, resulting in better utilization of its luxury guest rooms.  Furthermore,
Boca Resort has received local zoning  approval to build 92 additional  rooms at
its marina,  57 luxury  two-bedroom  suites,  and to build a luxury spa complex.
Boca Resort has consistently  been awarded the Readers' Award as one of the "Top
25 Hotels in North America" by Travel & Leisure magazine.

    Arizona Biltmore. Arizona Biltmore is a luxury resort located on 39 acres in
Phoenix, Arizona. The resort includes 620 luxury guest rooms, three restaurants,
privileges to play at two 18-hole golf courses,  an 18-hole  putting  course,  8
tennis courts,  6 swimming  pools, a full-service  conference  center capable of
accommodating up to 1,200 people, a state-of-the-art meeting facility capable of
accommodating up to 1,400 people, and a 20,000 sq. ft. spa complex.  Among other
distinctions,  the property was featured in Architectural Digest in 1996 and was
awarded  the 1997  Heritage  Award of  Excellence  by the Urban Land  Institute.
Arizona  Biltmore  completed  a  $50.0  million  property-wide   renovation  and
expansion  program in 1996 and added the spa  complex in 1997.  A $12.0  million
expansion is currently  underway which will include 122 additional  luxury guest
rooms and an Olympic  size  swimming  pool.  The  expansion  is  expected  to be
completed in the first quarter of 1999.

    Registry  Resort.  Registry Resort is a luxury resort located on 15 acres of
land  fronting  the Gulf of Mexico in Naples,  Florida.  As of June 30, 1998 the
Company owned approximately 99% of Registry Resort and acquired the remaining 1%
in July 1998.  Registry  Resort consists of 474 luxury guest rooms, a conference
center,  recreational  areas,  restaurant and retail outlets,  a 15 court tennis
facility  and a nature  reserve  boardwalk  as well as water  sports  and  beach
amenities.  Registry Resort has consistently  received the Mobile Travel Guide's
Four Star Award, as well as the AAA's Four Diamond Award,  and has been cited by
Conde Nast Traveler magazine as one of the best resorts in the United States.

      Edgewater  Resort.  Edgewater  Resort is the only  all-suite  beach resort
located in Naples, Florida. Edgewater Resort includes 126 luxury suites situated
on a two-acre  site  surrounding  a tropical  courtyard and fronting the Gulf of
Mexico.  Amenities at Edgewater  Resort include a pool, a fitness center,  water
sports and other beach  amenities,  three meeting rooms and a penthouse  gourmet
restaurant.  In 1997,  Edgewater  Resort  completed a  four-year,  $2.2  million
renovation  of its 126 luxury  suites,  along with  improvements  to  amenities.
Edgewater Resort was recently  featured in Resorts and Great Hotels,  Conde Nast
Gold List and has  consistently  received  the Mobile  Travel  Guide's Four Star
Award and the AAA's Four Diamond Award.

    Pier 66. Pier 66 is a luxury resort and marina  complex  located on 23 acres
of land fronting the Intracoastal Waterway in Fort Lauderdale,  Florida. Pier 66
consists of 380 luxury guest rooms,  a 142 slip marina,  three  swimming  pools,
22,000 square feet of meeting space and 6 restaurants  and lounges.  Pier 66 has
received the Mobil Travel  Guide's Four Star Award and AAA's Four Diamond Award.
Pier 66 has recently begun an $8.4 million  renovation of its guest rooms, which
is expected to be completed by December 31, 1998.

<PAGE>

    Bahia Mar.  Bahia Mar is a luxury  resort and marina  complex  located on 40
acres of land fronting the Atlantic Ocean and the Intracoastal  Waterway in Fort
Lauderdale,  Florida.  Bahia Mar consists of 300 rooms, a 350-slip marina,  four
tennis courts,  20,000 square feet of flexible  meeting space,  restaurants  and
retail space.  Bahia Mar completed an extensive $8.1 million  renovation project
in 1995 relating  primarily to its guest rooms and the relocation of its meeting
space and  restaurants.  Bahia Mar has received the Mobile Travel  Guide's Three
Star  Award and the AAA's  Three  Diamond  Award,  as well as the 1995  Radisson
President's Award and a City of Fort Lauderdale  Community Appearance Award. The
Bahia Mar  marina is host to the  International  Boat  Show,  an annual  six-day
boating and marine event, which is billed as the world's largest  in-water  boat
show.

     Rolling Hills. Rolling Hills,  located in Davie,  Florida, was the site for
filming of the hit comedy "Caddyshack".  The property is currently undergoing an
approximate  $12.0  million  renovation  and,  upon  completion,  will feature a
redesigned 18-hole  championship golf course and a par three golf course and new
practice facility and state-of-the-art clubhouse.

Franchise, Owner and License Agreements

    Franchise  Agreement.  Upon the  acquisition of Pier 66, the Company assumed
the rights under a 20-year franchise agreement (the "Hyatt Franchise Agreement")
with Hyatt Franchise Corporation ("Hyatt"). The agreement terminates on November
14,  2014,  contains  various  early  termination  provisions  and  provides for
liquidated  damages upon such early termination.  The Hyatt Franchise  Agreement
provides  for the  payment  of  monthly  royalty  fees equal to 5% of gross room
revenue.

    The Hyatt Franchise  Agreement  provides for the payment to Hyatt of certain
Hyatt  "allocable  chain  expenses"  based on the total number of guest rooms at
Pier 66 compared to the average number of guest rooms in all Hyatt hotels in the
United States. A fee for the use of the Hyatt reservation system is also charged
to Pier 66.

    The Hyatt Franchise  Agreement also requires that a reserve,  equal to 4% of
gross room  revenue,  is  maintained  by Pier 66 for  replacement  of furniture,
fixtures and  equipment and for those  repairs and  maintenance  costs which are
capitalizable  under generally  accepted  accounting  principles.  The franchise
agreement requires significant  renovations of guest rooms,  corridors and other
public areas to be performed  every five to six years.  The replacement of other
furniture,  fixtures and  equipment,  as defined in the  agreement,  is to occur
every 10 to 12 years.

    Owner  Agreement.  Upon the  acquisition of Pier 66, the Company assumed the
rights under the Hyatt Hotel Franchise Owner Agreement (the "Owner  Agreement"),
pursuant to which the parties  agree that Hyatt shall  notify the Company upon a
voluntary  surrender,  a default or a breach by the Pier 66  management  company
("Pier 66 Management") under the Hyatt Franchise Agreement and the Company shall
have an  opportunity to cure any such breach or default.  In addition,  upon any
termination of Pier 66 Management  under the Pier 66 Management  Agreement,  the
Hyatt  Franchise   Agreement  shall  terminate  unless  the  Company  employs  a
substitute manager that Hyatt approves, provided such manager is qualified under
the terms of the Owner Agreement.  The substitute manager will assume the duties
and  responsibilities  as franchisee  under the Hyatt Franchise  Agreement.  The
Owner  Agreement  contains  requirements  that Hyatt  consent  to any  financing
transactions,  sales or other  transfers  involving Pier 66, which consent shall
not be  unreasonably  withheld  or delayed by Hyatt.  The Owner  Agreement  also
obligates the Company to observe and be bound by certain  terms,  conditions and
restrictions contained in the Hyatt Franchise Agreement.

    License  Agreement.  Upon the  acquisition of Bahia Mar, the Company assumed
the  rights  under  the  Radisson   License   Agreement  with  Radisson   Hotels
International,  Inc.  ("Radisson"),  expiring  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.

Management Agreements

    The  Company  is a party  to a hotel  management  agreement  (the  "Pier  66
Management  Agreement")  with  Pier 66  Management  pursuant  to  which  Pier 66
Management  operates Pier 66. Pier 66 Management  has managed Pier 66 since June
29, 1993. The Pier 66 Management Agreement expires in March 2000 and it provides
for an annual management fee of $500,000,  payable in monthly installments,  and
it requires Pier 66 Management to administer the reserve  requirement  under the
Hyatt  Franchise  Agreement to set aside 4% of Pier 66's gross room revenue each
month for the  purchase,  replacement  and renewal of  furniture,  fixtures  and
equipment and for non-routine repairs and maintenance to the building.
<PAGE>
    The Company is a party to a separate hotel management  agreement (the "Bahia
Mar  Management  Agreement")  with  Bahia Mar  management  company  ("Bahia  Mar
Management")  pursuant to which Bahia Mar  Management  operates Bahia Mar. Bahia
Mar  Management  has  managed  Bahia  Mar  since  June 30,  1994.  The Bahia Mar
Management  Agreement expires in March 2000. The Bahia Mar Management  Agreement
requires the payment of an annual fee equal to 2% of total  revenue,  payable in
monthly  installments,  and it requires  Bahia Mar  Management to administer the
capital  reserve program under which Bahia Mar is to set aside 4% of Bahia Mar's
gross revenue each month for the purchase, replacement and renewal of furniture,
fixtures and equipment and for non-routine repairs and maintenance.

    The Company is also a party to management  agreements  for  Edgewater  Beach
Resort (the "Edgewater Resort  Management  Agreement") and Arizona Biltmore (the
"Arizona Biltmore Management  Agreement").  The Edgewater  Management  Agreement
expires in October 1999 and requires  annual fees equal to 2% of total  revenue.
The Arizona Biltmore Management Agreement expires in April 2008 and provides for
an  annual  management  fee of $1.0  million  through  April  2001 and  $500,000
thereafter.

Entertainment and Sports Business

    The Company's  Entertainment and Sports Business  currently  consists of the
Company's  hockey,  arena  development,  arena  management  and ice skating rink
operations.  The  Company's  hockey  operations  consist  of the  ownership  and
operation of the  Panthers.  The  Company's  arena  development  and  management
operations  involve  the  National  Car  Rental  Center,  a  new  multi-purpose,
state-of-the-art  entertainment  and sports center in Broward  County,  Florida,
which is expected to open in October  1998.  Pursuant to an operating  agreement
between the Company and Broward County,  upon completion of the National Center,
the Company will manage and operate the National Center, where the Panthers will
play their home games  beginning in the 1998-1999  NHL Season.  The Company also
owns approximately 78% of Decoma Miami Associates,  Ltd. ("Decoma"),  the entity
which operates the Miami Arena, where the Miami Heat of the National  Basketball
Association ("NBA") currently plays its home games and where the Panthers played
its home games through the 1997-1998 NHL season.  The Company's ice skating rink
activities  consist of the operation of  Incredible  Ice, a twin-pad ice skating
rink facility in Coral Springs, Florida and Gold Coast Ice Arena ("Gold Coast"),
an ice skating rink facility in Pompano Beach, Florida.

Management Team

    The  Company has  assembled  a  management  team with  significant  business
experience  in  entertainment  and sports to implement  the  Company's  business
strategy as it relates to the Entertainment and Sports Business.  The members of
the Company's Entertainment and Sports management team include:

     William  Torrey.  Mr.  Torrey has been the  President  and  Governor of the
Florida  Panthers  Hockey  Club,  Inc.,  the  corporate  general  partner of the
Panthers,  since  September 1993.  Prior to joining the Company,  Mr. Torrey was
associated  with  the New York  Islanders  Hockey  Club  (the  "Islanders")  for
twenty-one  years in  various  capacities.  From June 1989 to August  1992,  Mr.
Torrey served as Chairman of the Board of the Islanders.  From September 1978 to
August 1992,  Mr.  Torrey  served as the  President of the  Islanders,  and from
February 1972 to August 1992 he served as the General  Manager of the Islanders.
Mr.  Torrey  is a member  of the  Hockey  Hall of Fame,  in  recognition  of his
accomplishments as an executive.

     Alex Muxo.  Mr. Muxo has been the President of Arena  Development  Company,
Ltd. and Arena Operating Company Ltd. or since September 1996. From January 1995
to July 1996, Mr. Muxo served as a Vice President of Huizenga Holdings. Prior to
joining  Huizenga  Holdings,  Mr. Muxo served as a Vice President of Blockbuster
and Blockbuster Park from May 1994 to January 1995. Prior thereto,  Mr. Muxo was
the City Manager of the City of Homestead,  Florida.  During his tenure with the
City of Homestead,  Mr. Muxo directed and managed the  development  of Homestead
Baseball  Stadium,  the  development  of Miami  MotorSports  Race  Track and the
substantial  redevelopment  and  reconstruction  work  required  as a result  of
Hurricane Andrew.

<PAGE>

  Hockey Operations.

    The Company's  hockey  operations  consist of the ownership and operation of
the Panthers.  The Company derives its hockey revenue  principally from the sale
of tickets to the Panthers'  home games and national and local  broadcasting  of
Panthers  games.  The Panthers home games were sold out during the 1996-1997 and
1997-1998  seasons.  The Panthers will be playing their 1998-1999  season in the
National  Center.  Season ticket sales for the 1998-1999  season are approaching
16,000,  which represents one of the largest season ticket bases in the NHL. The
Panthers' new arena will provide seating for over 19,000 hockey fans,  including
2,400 premium club seats. The new arena will also offer 72 luxury suites,  which
are nearly all pre-sold.  The Panthers share equally with the other member clubs
in the NHL  broadcasting  contracts with Fox  Broadcasting  Co., ESPN,  Inc. and
Molson  Breweries of Canada Limited and also have in place a local  broadcasting
contract with SportsChannel  Florida Associates,  a Florida limited partnership,
70.0% of which is owned by H. Wayne Huizenga ("Mr.  Huizenga"),  the Chairman of
the Company's  Board of  Directors.  At the Miami Arena,  the Company  generated
revenue from the sale of advertising in certain limited locations.  In contrast,
the Panthers will share in all arena advertising, parking and concessions at the
National Center.

    The National Hockey League Governance.  The NHL is generally responsible for
regulating the conduct of its members.  The NHL  establishes  the regular season
and  playoff  schedules  of the  teams.  It also  negotiates,  on  behalf of its
members,  the league's national  over-the-air and cable television contracts and
the collective bargaining agreement with the NHL Players'  Association.  Each of
the members of the NHL is, in  general,  jointly  and  severally  liable for the
league's liabilities and obligations and shares in its profits.  Under the terms
of the NHL  constitution  and bylaws ("NHL  Constitution  and  Bylaws"),  league
approval is required under certain  circumstances,  including in connection with
the sale or relocation of a member.

    The NHL and the NHL Players'  Association  entered  into the NHL  Collective
Bargaining  Agreement on August 11, 1995,  which took  retroactive  effect as of
September 16, 1993. The NHL Collective Bargaining Agreement, as amended, expires
in September 2004.

    Restrictions  on  Ownership.   The  NHL   Constitution  and  Bylaws  contain
provisions  which may in some  circumstances  operate to  prohibit a person from
acquiring the Company's  Class A Common Stock,  thereby  affecting its value. In
general,  any acquisition of shares of Class A Common Stock which will result in
a person or a group of persons  holding a 5.0% or more  interest in the Company,
and each  acquisition  of shares of Class A Common  Stock which will result in a
person or a group of persons  holding  any  multiple  of a 5.0%  interest,  will
require the prior  approval of the NHL,  which may be granted or withheld in the
sole  discretion  of the NHL. In addition,  no person who directly or indirectly
owns any interest in a  privately-held  NHL team,  or a 5.0% or more interest in
any other  publicly-held  NHL team, may own,  directly or indirectly,  a 5.0% or
more  interest  in  the  Company,   without  the  prior  approval  of  the  NHL.
Furthermore,  the  grant of a  security  interest  in any of the  assets  of the
Panthers,  or any direct or indirect ownership interest in the Company,  of 5.0%
or more,  shall require the prior  approval of the NHL, which may be withheld in
the NHL's  sole  discretion  and,  in that  connection,  the NHL will  require a
consent  agreement  satisfactory to the NHL. See "Risk Factors -- NHL Membership
-- Potential Liabilities and Ownership Restrictions."

     Control Requirement. Unless otherwise permitted by the NHL, Mr. Huizenga is
required to  maintain  voting  control of the Company at all times.  The Company
issued to Mr. Huizenga shares of Class B common stock , par value $.01 per share
(the "Class B Common Stock") to satisfy the control requirements of the NHL. See
"Risk Factors -- Control by H. Wayne Huizenga; Voting Rights."

Arena Development and Operations

    Development of the National  Center.  In June 1996, the Company entered into
an agreement with Broward County to develop the National  Center,  which will be
owned by Broward County.  The costs incurred in connection with the construction
of the National Center are paid primarily through tourist "bed tax" collections.
The Company  will bear all costs  relating to the  development  of the  National
Center in excess of $184.7 million,  including additional  construction costs in
excess of the $184.7  million  resulting  from  certain  litigation.  See "Legal
Proceedings".  However,  the Company may  require  Broward  County to advance an
additional $18.5 million, which the Company will repay as supplemental rent.

<PAGE>

    Operation of the National  Center.  In June 1996, the Company entered into a
30-year license  agreement (the "License  Agreement") and co-terminus  operating
agreement (the "Operating  Agreement")  pursuant to which the Company has rights
to manage and operate the  National  Center.  The  Company has  contracted  with
Leisure Management International, Inc. ("LMI"), an arena operating company owned
50% by Mr. Huizenga, to manage and operate the National Center.  Pursuant to the
terms of the Operating  Agreement,  the Company is entitled to retain (i) 95% of
all revenue  derived from the sale of general  seating  tickets to the Panthers'
home games and all of certain other hockey-related advertising and merchandising
revenue and (ii) the first $14.0 million of "net operating  income" generated by
the  National  Center  and 80% of all net  operating  income  in excess of $14.0
million  generated by the National  Center,  with Broward  County  receiving the
remaining 20%. Net operating  income is defined to include revenue from building
naming  rights,  food and  beverage  concessions,  parking,  non-hockey  related
advertising and all other revenue  generated from non-hockey  events,  offset by
certain arena operating and financing costs.

    The License  Agreement  commencement  date will occur upon 30 days notice of
the  completion  of  construction  of the  National  Center,  which is currently
scheduled for October 1, 1998.  Once commenced,  the License  Agreement is for a
term of 30 years,  which term may be extended for five year periods,  subject to
certain  conditions,  pursuant  to  options  granted  to the  Company by Broward
County.

    Miami Arena. The Company owns approximately 78% of the partnership interests
in Decoma, which derives all of its revenue from Miami Arena operations.  Income
is derived from seat use charges imposed on tickets sold at the Miami Arena, net
of fixed and variable operating payments. The Miami Arena has a seating capacity
of 14,703 and is where the Panthers  played its home games through the 1997-1998
NHL  season  and where the Miami  Heat  will  play its home  games  through  the
1999-2000  basketball  season.  The size of the  Miami  Arena  has  limited  the
Company's  ability to generate  revenue from  concessions and additional  ticket
sales, and unfavorable  Panther  lease terms have  precluded  the  Company  from
sharing  in suite and  certain  building  and  advertising  revenue at the Miami
Arena.  With the scheduled  completion of the National  Center for October 1998,
the Company  anticipates  the 1997-1998  season to have been the Panthers' final
season at the Miami Arena.  Although its revenue from the operation of the Miami
Arena will decrease upon moving to the National Center, the Company believes its
ability to generate  additional revenue will be enhanced upon the Panthers' move
to the National Center.

Ice Rinks

    As part of its  strategy to  capitalize  on the  popularity  of hockey,  the
Company  currently  operates  Incredible Ice and Gold Coast.  Incredible Ice and
Gold Coast are open to the general  public and derive their revenue from,  among
other things,  fees charged to the public for use of the  facilities for various
hockey and skating programs,  open skating sessions, food and beverage sales and
retail merchandise sales.

Environmental Matters

    Under various federal,  state, and local environmental laws and regulations,
an owner or  operator  of real  estate may be liable for the costs of removal or
remediation  of certain  hazardous  or toxic  substances  on such  property.  In
connection with the ownership and operation of its  properties,  the Company may
be potentially liable for any such costs. Phase I environmental site assessments
(the "Phase I  Assessments")  have been  obtained for the real property on which
each of the Resort  Facilities is located.  In addition,  Phase II environmental
assessments  (the  "Phase  II  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  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.
 
<PAGE>

     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 the  Company's  business,  assets,  results of  operations or
liquidity of its Leisure and  Recreation  Business,  nor is the Company aware of
any such material liability or concern.  However, the environmental  assessments
have revealed the presence of limited areas of  contamination on the properties,
some of which will require remediation.  The environmental assessments have also
identified  operations  that are not  strictly  in  compliance  with  applicable
environmental laws or that will need to be upgraded to remain in compliance with
applicable  environmental laws (including  underground storage tanks at a few of
the properties).  The most  significant area of contamination  identified by the
Phase I and Phase II Assessment  involves an area within the maintenance area of
Rolling  Hills  used when  mixing  pesticides  and  herbicides.  Pursuant  to an
agreement with the former owner of Rolling Hills, the Company has the benefit of
an indemnity that the Company believes will defray the costs associated with the
investigation and remediation at this location. Phase I and Phase II Assessments
cannot  provide full and  complete  knowledge of  environmental  conditions  and
compliance  matters.  Therefore,  no  assurances  can  be  given  that  material
environmental  liabilities or compliance  concerns do not exist, that identified
matter  that do not  appear  reasonably  likely to be  material  will  result in
significantly greater expenditures than is currently anticipated;  or that there
are no material  environmental  liabilities or compliance  concerns of which the
Company is unaware.

Competition

    Competition  in  Leisure  and  Recreation  Business.  The  resort  and hotel
industry is highly competitive.  Competitive factors within the resort and hotel
industry  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.  Each
of the Resort Facilities has a number of competitors.  An increase in the number
of  competitive  resort and hotel  facilities in each of the Resort  Facilities'
respective  markets  could  have a  material  adverse  effect  on the  levels of
occupancy  and  average  room rates of each of the Resort  Facilities.  Further,
there  can  be  no  assurance  that  new  or  existing   competitors   will  not
significantly  reduce  their  rates or offer  greater  convenience,  services or
amenities or significantly expand,  improve or develop facilities in the markets
in  which  the  Resort  Facilities  compete,  thereby  adversely  affecting  the
Company's resort and hotel operations.

    Competition in Entertainment  and Sports Business.  The Panthers compete for
entertainment  and sports dollars not only with other major league  sports,  but
also with  college  athletics  and other  sports-related  entertainment.  During
portions of its season,  the Panthers  experience  competition from professional
basketball  (the Miami Heat),  professional  football  (the Miami  Dolphins) and
professional baseball (the Florida Marlins). Mr. Huizenga currently controls the
Miami  Dolphins  and the Florida  Marlins.  In  addition,  minor  league  sports
franchises (including minor league hockey),  colleges and universities,  as well
as public and private secondary schools in South Florida,  offer a full schedule
of athletic events throughout the year. The Panthers also compete for attendance
and  advertising   revenue  with  a  wide  range  of  other   entertainment  and
recreational activities available in South Florida. Additionally, subject to the
terms of the NHL Collective  Bargaining  Agreement and other agreements  between
the NHL and other  entities,  the  Panthers  compete  with other NHL and non-NHL
teams, professional and otherwise, for available players.

Employees

    At June 30, 1998, the Company  employed  approximately  3,105  full-time and
approximately  482  part-time  employees  in  connection  with its  Leisure  and
Recreation Business. Not included in these figures are approximately 815 persons
working as employees of the respective  management  companies for Pier 66, Bahia
Mar and  Arizona  Biltmore.  The Company  employs  approximately  100  full-time
employees and 90 part-time  employees in connection with its  Entertainment  and
Sports Business.  In addition,  the Company employs 20 corporate  administrative
personnel. None of these employees,  other than the Panthers hockey players, are
subject to any  collective  bargaining  agreement and the Company and management
companies believe that their relationship with employees is good.

<PAGE>

Insurance

    The Company  maintains  comprehensive  insurance  on the Resort  Facilities,
including  liability,  fire and  extended  coverage,  in the types  and  amounts
customarily  obtained by an owner and operator in the resort and hotel industry.
Nonetheless,  there are certain  types of losses,  generally  of a  catastrophic
nature,  that may be uninsurable  or not  economically  feasible to insure.  The
Company  uses  its  discretion  in  determining  amounts,  coverage  limits  and
deductibility  provisions  of  insurance,  with a view to obtaining  appropriate
insurance on the Resort  Facilities at a reasonable  cost and on suitable terms.
This may result in insurance  coverage that, in the event of loss,  would not be
sufficient to pay the full current market value or current  replacement value of
the Company's lost investment and the insurance proceeds received by the Company
might not be adequate  to restore  its  economic  position  with  respect to the
Resort Facilities.

    The Panthers maintain  disability  insurance for certain highly  compensated
players,  which insurance provides for up to 80% salary  reimbursement after the
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured or disability  insurance does not cover the entire
amount of the injured player's  salary,  the Company may be obligated to pay all
or a portion of the injured player's salary. The Company maintains comprehensive
insurance on the Incredible Ice and Gold Coast facilities,  including liability,
fire and extended coverage,  in the types and amounts customarily obtained by an
owner and operator in such industry.

Customers and Marketing

    Leisure and  Recreation  Business.  The core customer base for the Company's
Leisure and Recreation Business consists of corporate and other group customers,
affluent local  residents,  individual  business  travelers and upscale  leisure
travelers.  The  Company  believes  that such a  customer  base will allow it to
experience  more stable  growth and  mitigate  the  adverse  effects of economic
downturns  better than the hotel and lodging  market in general.  The  Company's
marketing efforts focus on increasing  business with existing  customers as well
as increasing its upscale clientele. The Company's marketing efforts involve (i)
the  Company's  use of its sales force to develop  national  corporate and other
group business for its Resort  Facilities by focusing on identifying,  obtaining
and  maintaining  corporate and other group  accounts  whose  employees  conduct
business  nationwide  and (ii) the Company's 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.

    Entertainment and Sports Business.  The Company intends to capitalize on the
increasing  popularity  of hockey by  continuing  to  advertise  and  market the
Panthers,  as well as  continuing  to  enhance  the  service  and  entertainment
provided  at games.  The  Company  also plans to  promote  and book a variety of
additional sports and entertainment events at the National Center.

Regulations

    Both of the  Company's  business  segments are subject to numerous  federal,
state  and  local  government  regulations,  including  those  relating  to  the
preparation  and sale of food and beverages (such as health and liquor laws) and
building and zoning requirements.  The Company is also subject to laws governing
its relationship with employees,  including minimum wage requirements,  overtime
working  conditions and work permit  requirements.  The Company believes that it
has the  necessary  permits and approvals to operate the Resort  Facilities  and
their respective businesses and the facilities associated with its Entertainment
and Sports Business.

<PAGE>

    The Resort  Facilities and other  properties are subject to the requirements
of the Americans  with  Disabilities  Act of 1990 (the "ADA"),  which  generally
requires  that  public  accommodations,  including  office  buildings,  be  made
accessible to disabled persons.  The Company believes that the Resort Facilities
and other properties are in substantial compliance with the ADA and that it will
not be required to make  material  capital  expenditures  to address  additional
requirements of the ADA. However,  compliance with the ADA could require removal
of access barriers and noncompliance  could result in imposition of fines by the
federal government or the award of damages to private litigants.

Seasonality

     The business of the Resort  Facilities  is generally  seasonal.  The Resort
Facilities have  historically  experienced  higher revenue and operating  income
during the months of January  through April due to increased  rates of occupancy
and room rental rates during the winter months. This seasonality also results in
higher operating costs during these quarters. In addition,  the state of Florida
is subject to  tropical  weather  and storms  (typically  in the summer  months)
which, if severe,  can interrupt the normal  operations of the Resort Facilities
located in that state and adversely affect tourism.

     The NHL regular season begins during the fall and ends in late spring. As a
result, the Company realizes a majority of its hockey revenue and hockey expense
during that period.

Trademarks

    The Company utilizes a brand name strategy  depending on a Resort Facility's
market environment and a Resort Facility's unique  characteristics.  The Company
presently  uses  two  national  trade  names  for two of the  Resort  Facilities
pursuant to licensing  arrangements with national franchisors.  The Company owns
and utilizes certain  trademarks in connection with its Entertainment and Sports
Business.  These  trademarks  relate  primarily  to the  Panthers and the hockey
operations.

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  include,  among
other items:

    Need for Additional Capital.  The Company's business may require substantial
capital infusions on a continuing basis to finance operations, including meeting
debt service obligations, and for expansion. The Company's capital resources are
used  to  meet  operating  expenses,   satisfy  the  Company's  debt  and  other
obligations,  expand the  Company's  existing  resorts  and  acquire  additional
resorts.  The Company believes that it has or can obtain sources of capital from
additional  borrowings  or the  sale  of  debt  or  equity  securities,  or some
combination  thereof  to  satisfy  its  capital  requirements.  In the event the
Company cannot generate  sufficient cash flow from its operations,  or is unable
to borrow or otherwise obtain  additional  funds to finance its operations,  the
Company's  financial  condition  or results of  operations  could be  materially
adversely affected.

    Challenges of Integrating the Operations of the Resort Facilities.  The full
benefits of the Company's acquisitions of the Resort Facilities will require the
integration of each entity's administrative, finance and marketing organizations
and the  implementation  of  appropriate  operational,  financial and management
systems and controls. There can be no assurance that the Company will be able to
continue to successfully integrate the operations of the Resort Facilities.

<PAGE>

    Capital Expenditures Relating to the Resort Facilities.  The Company may, as
part of its growth strategy,  expand the infrastructure at its Resort Facilities
or expand within their respective geographic markets. The Resort Facilities also
have an ongoing need for routine  renovations  and other  capital  improvements,
including periodic replacement of furniture, fixtures and equipment. The cost of
capital  improvements  could have a  material  adverse  effect on the  Company's
financial  condition or results of operations.  Such capital  expenditures could
involve certain risks, including the possibility of environmental  problems, the
possibility that the Company will not have available cash to fund renovations 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  and the  emergence  of  unanticipated  zoning and
regulatory   requirements  and  competition  from  other  resorts,   hotels  and
alternative lodging facilities.

    Risks  Relating  to  Expansion.  The  Company  may,  as part  of its  growth
strategy,  consider making  additional  acquisitions of certain  resort-related,
sports-related  or  other  types  of  businesses.  The  Company  may  make  such
acquisitions  with cash or with stock or a combination  thereof.  If the Company
does make any such  acquisitions,  various  associated risks may be encountered,
including  potential  dilution  to the  shares  of  Class A  Common  Stock  then
outstanding  due to the issuance of  additional  shares of Class A Common Stock,
additional  shares  of Class B Common  Stock or the  issuance  of the  Company's
preferred stock in connection with such  acquisitions,  incurrence or assumption
of debt, goodwill  amortization or additional  depreciation on acquired property
and equipment,  diversion of  management's  attention,  environmental  and other
regulatory costs and unanticipated problems or liabilities, some or all of which
could have a material  adverse  effect on the Company's  financial  condition or
results of operations.

    Operating Risks Relating to the Resort Facilities. The Resort Facilities are
subject to operating risks common to the resort and hotel industry.  These risks
include,  among other  things,  over-building  in the resort and hotel  industry
which may adversely affect rates charged by the Resort Facilities;  increases in
operating  costs due to inflation and other  factors;  dependence on tourism and
weather  conditions;  increases in energy costs; other increases in travel costs
and  adverse  effects of general  and local  economic  conditions.  Any of these
factors  could  have  a  material  adverse  effect  on the  Company's  financial
condition or results of operations.

    Seasonality of the Resort Business. The business of the Resort Facilities is
generally  seasonal.  The Resort  Facilities,  six of which are located in South
Florida and one of which is located in Arizona,  have  historically  experienced
higher revenue,  operating  costs and operating  profits in the first and fourth
quarters of each  calendar  year due to increased  rates of  occupancy  and room
rental rates during the winter months.

<PAGE>

    Competition.   The  resort  and  hotel   industry  is  highly   competitive.
Competitive  factors  within the resort and hotel  industry  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. Each of the Resort Facilities has a number of
competitors.  An  increase  in  the  number  of  competitive  resort  and  hotel
facilities  in each of the Resort  Facilities'  respective  markets could have a
material  adverse  effect on the levels of  occupancy  and average room rates of
each of the Resort  Facilities.  Further,  there can be no assurance that new or
existing  competitors will not significantly reduce their rates or offer greater
convenience,  services or amenities or significantly expand,  improve or develop
facilities  in the  markets  in which the  Resort  Facilities  compete,  thereby
adversely affecting the Company's resort and hotel operations.

    The  Panthers  compete for  entertainment  and sports  dollars not only with
other  major  league  sports,   but  also  with  college   athletics  and  other
sports-related  entertainment.  During  portions  of its  season,  the  Panthers
experience   competition   from   professional   basketball  (the  Miami  Heat),
professional  football  (the Miami  Dolphins)  and  professional  baseball  (the
Florida  Marlins).  Mr. Huizenga  currently  controls the Miami Dolphins and the
Florida Marlins.  In addition,  minor league sports franchises  (including minor
league  hockey),  colleges  and  universities,  as well as  public  and  private
secondary  schools in South  Florida,  offer a full schedule of athletic  events
throughout the year.  The Panthers also compete for  attendance and  advertising
revenue with a wide range of other  entertainment  and  recreational  activities
available  in  South  Florida.  Additionally,  subject  to the  terms of the NHL
Collective  Bargaining  Agreement and other agreements between the NHL and other
entities,  the Panthers  compete with other NHL and non-NHL teams,  professional
and otherwise, for available players.

    History of Losses of the Panthers and Uncertainty of Future Results. For the
year ended June 30, 1998,  the Company had net income of $1.3 million.  However,
in  previous  years and  periods,  the Company did not  generate  any  earnings,
incurring net losses of $10.3  million,  $25.1  million,  $15.4  million,  $12.9
million and $937,000 the years ended June 30, 1997,  1996, 1995 and 1994 and the
seven months ended June 30, 1993, respectively.  These losses were due primarily
to the  operations  of the  Panthers.  Although  the  Company has moved into the
high-end  luxury  resort  business,  which is  generally  more  profitable  than
professional  sports  franchises,  and the  Panthers  will be sharing in the net
profits of the National  Center,  there can be no assurance that the Company can
sustain earnings in the future.

    Control by H. Wayne Huizenga;  Voting Rights. The Company has two classes of
common  stock,  Class A Common Stock and Class B Common  Stock.  The Company has
issued  shares of Class B Common  Stock,  which  assures  voting  control of the
Company,  solely to Mr. Huizenga to satisfy certain control  requirements of the
NHL.  In  accordance  with the NHL  Constitution  and  Bylaws,  a change  in the
controlling shareholder of the Company must be approved by the NHL. As such, Mr.
Huizenga is required to maintain  control of the Company unless the NHL approves
the  transfer of his  controlling  interests.  See  "Business --  Operations  --
Entertainment  and Sports Business -- Control  Requirement."  The Class A Common
Stock and Class B Common Stock generally vote together on each matter  submitted
to the shareholders for 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.
Consequently,  Mr.  Huizenga,  as the  sole  owner  of the  255,000  issued  and
outstanding  shares  of  Class B  Common  Stock,  will be  able to  control  the
management  and  policies of the Company  and the outcome of  substantially  all
matters  submitted to the shareholders  for approval,  including the election of
directors.

    Neither the Company's charter nor its bylaws restricts the transfer of Class
B Common Stock.  Accordingly,  subject to the  requirements of federal and state
securities laws and the approval of the NHL, persons other than Mr. Huizenga may
own shares of Class B Common Stock.  As a result,  control of the Company may be
transferred by Mr. Huizenga to other persons without the approval of the holders
of Class A Common Stock, and Mr. Huizenga may receive a control  premium,  which
may be significant, in connection with such sale.

<PAGE>

     Dependence on Key Personnel.  For the foreseeable  future, the Company will
be  materially  dependent  upon the  services of Mr.  Huizenga.  The loss of his
services could have a material  adverse effect on the Company.  The Company does
not carry key man life insurance on any of its officers.

    Shares of Class A Common  Stock  Eligible  for Future  Sale.  As of the date
hereof, the Company has registered under the Securities Act: (i) an aggregate of
18,609,491  shares of Class A Common  Stock for  resale,  from time to time on a
continuous  basis,  by  certain  selling  stockholders,  (ii)  an  aggregate  of
9,515,589  shares  of Class A Common  Stock of which  918,174  shares  have been
issued and  8,597,415  shares  have been  reserved  for  issuance  to holders of
certain  outstanding  rights and  warrants  to acquire  shares of Class A Common
Stock in connection with certain completed acquisitions,  (iii) 5,000,000 shares
of Class A Common Stock which have been reserved for issuance  under the Amended
and Restated 1996 Stock Option Plan and (iv) 6,000,000  shares of Class A Common
Stock  which  may be  issued  from  time  to  time  in  connection  with  future
acquisitions.  No predictions can be made as to the effect,  if any, that market
sales of shares of Class A Common  Stock or the  availability  of the  shares of
Class A Common  Stock for sale will have on the market price for shares of Class
A Common Stock  prevailing  from time to time.  Sales of substantial  amounts of
shares of Class A Common Stock in the public market could  adversely  affect the
market price of the Class A Common Stock,  could impair the Company's ability to
raise  capital  through an offering of equity  securities,  or could  impair the
Company's  ability to  consummate  acquisitions  using  shares of Class A Common
Stock.

    Possible Volatility of Stock Price. The trading price of the Company's Class
A Common Stock could  fluctuate  significantly  in response to variations in the
public markets, quarterly results and other factors.

    Absence of  Dividends.  The  Company has not paid and does not intend to pay
any cash or stock  dividends with respect to the Common Stock in the foreseeable
future.  Furthermore,  the Company's  ability to declare or pay dividends on its
Common Stock is limited by the provisions of the NHL Constitution and Bylaws and
may also be limited by the terms of the Company's  future credit  facilities and
other debt financings.

      Americans with  Disabilities Act. The cost of complying with the ADA could
adversely  affect the  Company's  cash flow.  The  Resort  Facilities  and other
Company-owned  properties  are  subject to the  requirements  of the ADA,  which
generally  requires that public  accommodations  be made  accessible to disabled
persons.  The Company  believes that the Resort  Facilities and other properties
are in substantial  compliance  with the ADA and that it 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,  pursuant  to the ADA,  the
Company  were  required to make  substantial  alterations  in one or more of the
Resort Facilities or other  Company-owned  properties,  the Company's  financial
condition and results of operations could be adversely affected.


    Environmental  Matters. The Company's operating costs may be affected by the
obligation to pay for the cost of complying  with existing  environmental  laws,
ordinances  and  regulations,  as well  as the  cost of  complying  with  future
legislation.   Under  various  federal,  state  and  local  environmental  laws,
ordinances  and  regulations,  a current or  previous  owner or operator of real
property may be liable for the costs of removal or  remediation  of hazardous or
toxic  substances,  as  well as  contamination  from  such  hazardous  or  toxic
substances,  on,  under or in such  property.  Such laws and  regulations  often
impose  liability  whether  or  not  the  owner  or  operator  knew  of,  or was
responsible for, the presence of such hazardous or toxic  substances.  Liability
also extends to those  persons  arranging for the disposal of hazardous or toxic

<PAGE>

substances.  Environmental laws and regulations also impose  restrictions on the
manner in which property may be used or  transferred or in which  businesses may
be operated thereon, and these restrictions may require certain expenditures. In
connection with the ownership of its  properties,  the Company may be liable for
such costs. In connection  with the  acquisition of its properties,  the Company
has  obtained  Phase I (and in  some  instances  Phase  II)  environmental  site
assessments  in order  to  assess  potential  environmental  liabilities  at the
properties. Although these assessments have identified certain matters that will
require  the  Company to incur costs to remedy,  none of these  matters  appears
reasonably  likely to have a material adverse effect on the Company's  business,
assets, results of operations or liquidity.  However,  because these assessments
cannot  give  full  and  complete  knowledge  of  environmental   liability  and
compliance  matters,  no assurance can be given that the costs of complying with
environmental  laws  and  of  defending  against  claims  of  liability  arising
therefrom  will not have a material  adverse  effect on the Company's  financial
condition and results of operations. See "Business -- Environmental Matters".

    Losses in Excess of Resort Facilities'  Insurance  Coverage;  Limitations of
Insurance for the Panthers. The Company maintains comprehensive insurance on the
Resort Facilities, including liability, fire and extended coverage, in the types
and  amounts  customarily  obtained  by an owner and  operator in the resort and
hotel industry.  Nevertheless, there are certain types of losses, generally of a
catastrophic nature, that may be uninsurable or not economically insurable.  The
Company will use its  discretion in  determining  amounts,  coverage  limits and
deductibility  provisions  of  insurance,  with a view to obtaining  appropriate
insurance on the Resort  Facilities at a reasonable  cost and on suitable terms.
This may result in insurance coverage that, in the event of a loss, would not be
sufficient to pay the full current market value or current  replacement value of
the  Company's  lost  investment,  and the  insurance  proceeds  received by the
Company  might not be adequate to restore its economic  position with respect to
the Resort Facilities.

    Panthers  maintain  disability  insurance  for  certain  highly  compensated
players,  which insurance  provides for up to 80% salary  reimbursement  after a
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured, or disability insurance does not cover the entire
amount of the injured player's  salary,  the Company may be obligated to pay all
or a portion of the injured player's salary.

    Uncertainties  of Increases in the  Panthers'  Players'  Salaries.  Players'
salaries in the NHL have  increased  significantly  over the last three seasons.
Further  increases in players'  salaries could have a material adverse effect on
the Company's financial condition or results of operations.

    NHL  Membership -- Potential  Liabilities  and Ownership  Restrictions.  The
Panthers and other members of the NHL are generally jointly and severally liable
for the debts and  obligations  of the NHL. The failure of another member of the
NHL to pay its pro rata  share of any such debt or  obligation  could  adversely
affect the Panthers. In addition,  the Panthers and its personnel are bound by a
number of rules, regulations and agreements,  including, but not limited to, the
NHL  Constitution  and  Bylaws,   national  television  contracts  and  the  NHL
Collective Bargaining Agreement.

     The NHL Constitution and Bylaws contain  provisions which requires a person
or a group of persons holding a 5% or more interest in the Company to obtain the
prior  approval  of the  NHL,  which  may be  granted  or  withheld  in the sole
discretion of the NHL.

    Development and Operation of the National Center.  In June 1996, the Company
entered into an agreement  with Broward  County to develop the National  Center.
See  "Business  --  Operations  --  Entertainment  and Sports  Business -- Arena
Development and Operations -- Development of the National Center."  Construction
projects,  such as the  development of a new arena,  entail  significant  risks,
including  regulatory  and  licensing  requirements,  shortages  of materials or
skilled labor,  unforeseen  engineering,  environmental or geological  problems,
work  stoppages,   weather   interference,   unanticipated  cost  increases  and
challenges from local  residents.  Under the agreement with Broward County,  the

<PAGE>

Company  will  be  responsible  for all costs  relating  to  the  development of
the  National  Center  in excess of $184.7  million,  including  the  additional
construction  costs in excess  of the  $184.7  million  resulting  from  certain
related  litigation.  See "Legal Proceedings" under Item 3. Although the Company
anticipates that the National Center will be completed in time for the 1998-1999
season,  there can be no assurance  that the  National  Center will be completed
within the contemplated  time frame. The Company's first Panthers hockey game is
scheduled for September 27, 1998.

    Year 2000  Compliance.  The Year 2000  issue  relates  to  whether  computer
systems will properly recognize and process  information related to dates in and
after the year 2000.  These systems could fail or produce  erroneous  results if
they cannot adequately process dates beyond the year 1999 and are not corrected.
Significant uncertainty exists in the software industry concerning the potential
consequences that may result from the failure of software to adequately  address
the Year 2000 issue.  The Company has reviewed  all  software and hardware  used
internally  in its  support  systems to  determine  whether  such  software  and
hardware is Year 2000 compliant. Most of the Company's software has already been
upgraded  by the  manufacturer  or was  recently  purchased  and  is  Year  2000
compliant. The Company expects to have its remaining Year 2000 compliant systems
in place by December  1998. The Company also intends to implement and test these
solutions prior to any anticipated impact of the Year 2000 issue on its systems.
The  Company  has  incurred  costs of less  than  $100,000  to date and does not
believe that the  aggregate  cost for the Year 2000 issue will be material.  The
Company,  however,  cannot predict the effect of the Year 2000 issue on entities
with which the Company  transacts  business,  and there can be no assurance that
the  effect of the Year 2000  issue on such  entities  will not have a  material
adverse  effect on the  Company's  business,  financial  condition or results of
operations.  The Company will be formulating a contingency  plan with respect to
such entities with which it does business.

    Because the Company is currently assessing the expense and related potential
effect of Year 2000 compliance on the Company's results of operations, financial
condition and business, it cannot provide any assurance that the effect will not
be material.

     Litigation.  The Company is currently a party to certain litigation,  which
if concluded  adversely to the Company could have a material  adverse  effect on
the  Company's  financial  condition  or  results  of  operations.   See  "Legal
Proceedings" under Item 3.

<PAGE>

Item 2.  Properties

Introduction

    The Company's corporate headquarters are located in Fort Lauderdale, Florida
in leased premises.  Certain of the property of the Company and its subsidiaries
are  subject to liens  securing  payment of portions  of the  Company's  and its
subsidiaries' indebtedness.  The Company believes that all of its facilities are
sufficient for its needs.

Leisure and Recreation Business

    The following table sets forth as of June 30, 1998, certain information with
respect to the Resort Facilities owned by the Company:

                                Resort Facilities

                                          Own/    # Guest  # Marina   Franchise
Name                Location              Lease    Rooms  Boat Slips Affiliation
----                --------              -----   ------  ---------- -----------
Boca Resort......   Boca Raton, FL        Own(1)     963         25    None
Arizona Biltmore.   Phoenix, AZ           Own(2)     620          0    None
Registry Resort..   Naples, FL            Own(3)     474          0    None
Egewater Resort..   Naples, FL            Own        126          0    None
Pier 66 Resort...   Fort Lauderdale, FL   Own(4)     380        142    Hyatt
Bahia Mar........   Fort Lauderdale, FL   Own(5)     300        350    Radisson

----------

(1)  The Company has a senior bank note  payable in the  principal  amount of
     $110.0  million due on August 22,  2001.  The note is secured by a first
     mortgage and lien on the assets of Boca Resort.
(2)  The Company has a note payable in the principal  amount of $62.7  million
     due on July 1, 2016.  The note is secured by a first mortgage and lien on
     the assets of Arizona Biltmore.
(3)  The Company owned  approximately 99% of Registry Resort as of June 30, 1998
     and acquired the remaining 1% in July 1998.  (4) The Company has a mortgage
     note payable in the principal  amount of $26.0 million due on June 28,
     2000. The note is collateralized by substantially all of the property and
     equipment of Pier 66.
(5)  The site of the resort is subject to a land lease which expires in 2062.

<PAGE>

Entertainment and Sports Business

    The Company utilized the Miami Arena for the games of the Panthers  pursuant
to a license  agreement  during the 1997-1998  hockey season.  It is anticipated
that  the  Panthers,   along  with  certain  operating  and  management  related
personnel,  will  utilize the  National  Center,  beginning  with the  Panthers'
1998-1999 hockey season, pursuant to a license agreement between the Company and
Broward County.

    The  Company  owns and  operates  Incredible  Ice and  operates  Gold  Coast
pursuant to a lease.

Item 3.  Legal Proceedings

    On April 9, 1997,  Allied  Minority  Contractors  Association,  Inc.,  South
Florida  Chapter  of  NAMC,  Overnight  Success  Construction,  Inc.,  Reed  Jr.
Plumbing,  Inc. and  Christopher  Mallard  (collectively,  the  "Broward  County
Plaintiffs")  filed a suit against Broward County and Arena Development  Company
Ltd. in the Seventeenth  Judicial  Circuit in and for Broward  County,  Florida.
This suit alleges  that  Broward  County  entered  into the  agreement  with the
Company to develop the  National  Center in violation of Florida law and Broward
County  ordinances.  The Broward County  Plaintiffs seek, among other things, to
nullify  the  agreement  between  Broward  County and the Company to develop the
National  Center.  The  Company  believes  that this suit is  without  merit and
intends to  vigorously  defend  against this suit.  On July 10, 1997,  the trial
court denied the Broward County Plaintiffs'  motion for a temporary  restraining
order and on November  17, 1997 the trial court also denied  plaintiff's  motion
for summary judgement. Plaintiffs have appealed both of those orders. On May 19,
1998,  the trial  court  granted  the Joint  Motion of Broward  County and Arena
Development  Company  Ltd. to  Disqualify  Plaintiffs  and Their  Counsel and to
Dismiss. Plaintiffs motion for rehearing was denied, and plaintiffs have filed a
notice of appeal. An unfavorable outcome of the suit may have a material adverse
effect on the Company's financial condition or results of operations.

    On January 28, 1997,  February 4, 1997 and March 18, 1997,  purported  class
action  lawsuits were filed against the Company and Messrs.  Huizenga,  Johnson,
Rochon,  Berrard,  Hudson,  Dauria and Evans in the United States District Court
for the Southern District of Florida. On May 7, 1998, a consolidated and amended
class action  complaint was filed  combining  these claims into one action.  The
suits allege,  among other things, that the defendants violated Section 10(b) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and Rule
10b-5  thereunder,  by making untrue  statements  or omitting to state  material
facts,  in connection  with sales of the  Company's  Class A Common Stock by the
plaintiff  and others in the  purported  class  between  November  13,  1996 and
December 22, 1996. The suit generally seeks,  among other things,  certification
as a class and an award of damages in an amount to be determined  at trial.  The
Company  believes  that  this  suit is  without  merit  and  intends  to  defend
vigorously  against  this suit.  An  unfavorable  outcome of the suit may have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations.

     On  October  9,  1997,  Bernard  Kalishman  filed a  purported  shareholder
derivative  and  class  action  lawsuit  on behalf of the  Company,  as  nominal
defendant,  against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson and Egan,
each as  director of the Company  and  Richard  Evans and William  Torrey,  both
former directors of the Company, in the Seventeenth  Judicial Circuit in and for
Broward County,  Florida. The suit alleges, among other things, that each of the
defendants (other than Mr. Egan) breached contractual and fiduciary  obligations
owed  to  the  Company  and  its   stockholders   by  engaging  in  self-dealing
transactions in connection with the Company's purchase of Pier 66 and Bahia Mar.
The suit seeks to impose a constructive trust on alleged excessive  compensation
paid to the prior  owners of Pier 66 and Bahia Mar or to have  damages  assessed
against the defendants or to rescind the transaction. The amended complaint also
added claims similar to those alleged in the class action  lawsuit  described in
the paragraph  above and dropped Mr. Egan as a defendent.  The Company  believes
that this suit is without  merit and intends to defend  vigorously  against this
suit. An unfavorable  outcome of the suit may have a material  adverse effect on
the Company's financial condition or results of operations.
<PAGE>

    A lawsuit  was filed on January 9, 1997 by Arena  Development  Company  Ltd.
seeking a  determination  as to the  applicability  of Broward County  Ordinance
83-72 (the  "Prevailing  Wage  Ordinance") to the  construction  of the National
Center.  The  suit was  filed in the  Seventeenth  Judicial  Circuit  in and for
Broward  County,  Florida.  The complaint filed alleged that the Prevailing Wage
Ordinance  did not apply to the  construction  of the  National  Center  for two
reasons:  (i)  the  Prevailing  Wage  Ordinance  only  applies  to  construction
contracts in excess of $250,000 to which  Broward  County is a party and Broward
County is not a party to the  construction  contract  between Arena  Development
Company  Ltd. and the general  contractor,  and (ii) the  development  agreement
contains all the obligations and  responsibilities  of both parties and does not
include a provision  mandating that Arena  Development  Company Ltd. comply with
the Prevailing Wage Ordinance.  The Prevailing Wage Ordinance  requires that all
contracts to which the  ordinance  applies  must  contain such a provision.  The
lawsuit  asked for a  declaratory  judgment  finding  that the  Prevailing  Wage
Ordinance  did not apply to the  construction  of the  National  Center and that
Arena  Development   Company  Ltd.  could  continue  without  reference  to  the
ordinance.  On February 21, 1997, the Seventeenth  Judicial  Circuit Court ruled
against the Company's complaint,  finding that the Prevailing Wage Ordinance was
applicable.  On March 18, 1998, in a 2-1 decision,  the Fourth District Court of
Appeals affirmed the trial court's finding. On May 8, 1998, the Court of Appeals
denied the Company's  motion for rehearing and the Company decided not to pursue
further  appeals.  The  Company  estimates  it will  be  liable  for  additional
construction costs of up to $6.5 million.

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

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

    None.

<PAGE>


                                     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 NYSE under the symbol "PAW." 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 .

                                               Price Range
                                               of Class A
                                                 Common
                                                  Stock
                                             High         Low
Fiscal year Ended June 30, 1998:
First Quarter........................       $ 24 5/8  $ 17  7/8
Second Quarter ......................         24 3/4    16  5/8
Third Quarter........................         22 1/2    15 15/16

Fourth Quarter.......................         22 3/8    17  1/2


Fiscal year Ended June 30, 1997:
Second Quarter (from November 13,
1996)................................       $ 19      $ 10
Third Quarter........................         32 1/8    16  5/8
Fourth Quarter.......................         26 1/4    21  3/8


    On August 10,  1998,  the last  reported  sales  price of the Class A Common
Stock on the New York Stock  Exchange was $14 9/16.  As of the same date,  there
were approximately 8,800 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.  In addition, the NHL Constitution and Bylaws prohibit
the Company from paying cash  dividends,  unless paying such cash dividends will
not impair the  Company's  ability to (i) meet its  projected  expenses  for the
ensuing 12 month period without the use of borrowed funds, other than short-term
borrowings and (ii) maintain adequate reserves to fund the future payment of all
deferred player  compensation and other deferred  obligations for past services.
See "Management's  Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

<PAGE>

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. See also "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

                                                  Year Ended June 30,
                            ----------------------------------------------------
                               1998       1997       1996       1995      1994
                            ---------- ---------- ---------  --------- ---------

Statement of Operations Data:

Revenue.......................$296,189  $ 54,262   $ 34,087   $ 17,746 $ 21,682
Gross profit (loss)........... 140,186    12,469    ( 1,871)       536    1,493
Selling, general and
  administrative expense.....  91,579     15,150      8,371       5,569   5,512
Amortization and
    depreciation..............  23,155     5,698      9,815      6,266    6,444
Operating income (loss).......  25,452  (  8,379)   (20,057)   (11,299) (10,463)
Interest and other income.....   2,307     1,923        122         38       65
Interest expense..............( 24,673) (  3,364)   ( 5,030)  (  3,741) ( 2,528)
Minority interest.............(  1,813) (    440)   (   174)  (    384)       -
Net  income (loss)............   1,273  ( 10,260)   (25,139)  ( 15,386) (12,926)
Net income (loss) per share -
   diluted....................    0.04  (   0.74)   (  4.76)  (   2.96)   (2.93)
Shares used to compute diluted
   income (loss) per share....  34,888    13,829      5,276      5,203    4,405
                                                    
Other Data:

EBITDA (1)....................$ 50,914  $(   758)  $(10,120) $ ( 4,995) $(3,954)
Adjusted EBITDA (2)...........  56,728   (   758)   (10,120)   ( 4,995)   3,954)
Capital expenditures..........  47,806     1,494        140        161    1,275
Gross margin..................      47%       23%   (     5)%        3%       7%
EBITDA  margin................      17%  (    1)%   (    30)%  (   28)% (   18)%
Adusted EBITDA  margin........      19%  (    1)%   (    30)%  (   28)% (   18)%
                                                                         
                                                                

                                                     At June 30,
                             ---------------------------------------------------
                                1998       1997       1996      1995      1994
                             ---------  ---------  ---------  --------  --------

Balance Sheet Data:
Cash and cash  equivalents...$  37,228  $  13,709  $     465   $ 1,237  $ 1,447
Total current assets.........  111,182     70,590      3,756     3,408    2,996
Total assets.................1,128,207    600,392     47,760    53,587   49,019
Total current liabilities....  403,096     46,375     67,786    50,292   17,712
Total debt...................  540,626    186,056     85,172    67,226   50,249
Non-current obligations......  292,708    251,003     28,277    25,643   45,169
Shareholders' equity (deficit) 430,511    301,153    (48,303)  (22,348) (13,862)

----------

(1)  EBITDA represents  earnings before interest expense,  taxes,  depreciation,
     amortization  and  minority  interest.  EBITDA  is used by  management  and
     certain  investors  as an indicator  of a company's  historical  ability to
     service  debt.  Management  believes  that  an  increase  in  EBITDA  is an
     indicator of the Company's  improved  ability to service  existing debt, to
     sustain   potential  future  increases  in  debt  and  to  satisfy  capital
     requirements.  However,  EBITDA is not intended to represent cash flows for
     the  period,  nor has it been  presented  as an  alternative  to either (i)
     operating  income (as  determined  by GAAP) as an  indicator  of  operating
     performance  or (ii) cash flows from  operating,  investing  and  financing
     activities  (as  determined  by GAAP) and is thus  susceptible  to  varying
     calculations.  EBITDA as presented may not be comparable to other similarly
     titled measures of other companies.

(2)  Adjusted  EBITDA  represents  EBITDA plus the annual change in Premier Club
     net deferred income. See Note 2 - "Revenue Recognition" to the Consolidated
     Financial Statements under Part II, Item 8.

<PAGE>

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.

Acquisitions

    The Company makes its decisions to acquire or invest in businesses  based on
financial  and  strategic  considerations.  Each of the  acquisitions  discussed
below,  with the exception of the Decoma  acquisition  which took place prior to
the IPO, have been accounted for under the purchase method of accounting.

Acquisitions Made During the Year Ended June 30, 1998

     In April 1998,  the Company  acquired  Edgewater  Resort for $41.2 million.
Approximately  $20.7  million of the purchase  price was paid in cash at closing
and the remainder bears interest at a rate of 5.0% per annum and is payable,  at
the  election  of the  seller,  in either  cash on October 22, 1999 or shares of
Class A Common Stock at a per share price of $24.50 at any time through  October
22, 1999.

      In March 1998,  the  Company  acquired  an  ownership  interest in Arizona
Biltmore in exchange for: (i) payment of $126.0 million in cash, (ii) payment in
the future of $500,000  in cash,  (iii)  payment in the future of $99.8  million
either in cash or shares of Class A Common  Stock,  (iv)  warrants  to  purchase
500,000  shares of Class A Common Stock  exercisable  at $24.00 per share at any
time,  in whole or part,  through  March 2003 and (v) the  assumption  of $63.1
million of debt.  The $500,000 bears interest at a rate of 2.5% per annum and is
payable in April 2001.  The $99.8 million  bears  interest at a rate of 5.0% per
annum and, at the election of the seller, shall be paid in either cash or shares
of Class A Common Stock. If the seller elects to receive cash, it must make such
election during specified  election periods  occurring through March 2, 2000. If
an  election  for cash is made,  the Company  will be  required to make  payment
within  120 days  after such  election.  Alternatively,  the seller may elect to
receive  shares of Class A Common  Stock at a per  share  price of $26.00 at any
time  through  March 2, 2008.  Subject  to  implementing  certain  developmental
strategies  or meeting  certain  profit  levels over a 36 month period ending on
March 31, 2001, up to an  additional  $50 million may be payable at the election
of the seller,  either in cash or shares of Class A Common  Stock at a per share
price of not less than $19.00.

      In November 1997, the Company  acquired  certain  assets  associated  with
Rolling Hills in exchange for $8.0 million in cash. The assets acquired  consist
of an 18-hole  golf course and a separate  9-hole golf course (both of which are
currently  being  redesigned),  a parking lot and 79 acres of  undeveloped  land
adjacent to the golf courses.

      In August 1997,  the Company  acquired its initial 68% ownership  interest
(325 of the 474  units) in  Registry  Resort for (i)  918,174  shares of Class A
Common Stock,  (ii) warrants to purchase  325,000 shares of Class A Common Stock
(300,000  of which are  exercisable  at $25.85 per share and 25,000 of which are
exercisable  at $23.50 per share) and (iii) $75.5 million in cash.  The warrants
vest ratably on a quarterly  basis and become fully  exercisable on December 31,
1999. The warrants  expire in October 2003. As of June 30, 1998, the Company had
acquired all but one of the remaining  units of Registry  Resort for  additional
payments  of  $30.6  million  (net  of the  payoff  of  certain  mortgage  notes
receivable  to the  Company  associated  with  additional  units).  The  Company
acquired the last unit in July 1998.

Acquisitions Made During the Year Ended June 30, 1997

    In June 1997, the Company  acquired  substantially  all of the net assets of
Boca Resort in exchange  for (i) 272,303  shares of Class A Common  Stock,  (ii)
rights to acquire  4,242,586  shares of Class A Common  Stock for no  additional
consideration  and (iii)  warrants to purchase  869,810 shares of Class A Common
Stock at a purchase  price of $29.01  per  share.  The  warrants  are  currently
exercisable  with 50% expiring in December  1998 and the  remainder  expiring in
December 1999.

    In May 1997,  the  Company  acquired  the  rights to  operate  Gold Coast in
exchange for 34,760  shares of Class A Common  Stock.  Gold Coast is the current
practice facility of the Panthers and provides open skating,  ice hockey leagues
and other programs to the public.

<PAGE>

    In  March  1997,  the  Company  acquired  all  of the  ownership  interests,
comprised of capital stock and  partnership  interests,  of each of the entities
which own,  directly or indirectly,  all of the general and limited  partnership
interests in Pier 66 for 4,450,000 shares of Class A Common Stock.

    In  March  1997,  the  Company  acquired  all  of the  ownership  interests,
comprised of capital stock and  partnership  interests,  of each of the entities
which own,  directly or indirectly,  all of the general and limited  partnership
interests  in the Bahia Mar in exchange for  3,950,000  shares of Class A Common
Stock.

      In  January  1997,  the  Company   acquired  certain  assets  relating  to
Incredible Ice in exchange for (i) $1.0 million in cash,  (ii) 212,766 shares of
Class A Common  Stock and (iii) the  assumption  by the  Company of a maximum of
$8.1 million in construction-related  obligations.  Incredible Ice provides open
skating, ice hockey leagues and other ice programs.

    Prior to the completion of the IPO, the Company  acquired from Mr.  Huizenga
approximately 78% of the partnership  interest in Decoma in exchange for 870,968
shares of Class A Common Stock.  Decoma  derives  revenue from the operations of
the Miami Arena. As this transaction was among entities under common control, it
was accounted for on a historical cost basis in a manner similar to a pooling of
interests as of the date of the acquisition by Mr. Huizenga.

Business Segment Information

    The table set forth below  outlines  business  segment  operating data along
with costs and  expenses  expressed  as a  percentage  of the  related  business
segment revenue (in 000's).

                                              Fiscal Year Ended June 30,
                                ------------------------------------------------
                                  1998     %      1997      %      1996      %
                                -------  ----    -------   ----   -------   ----
Revenue:
Leisure and recreation........ $252,603   85%  $ 17,567     32%  $      --   --
Entertainment and sports......   43,586   15%    36,695     68%     34,087  100%
                                -------          ------             ------
         Total revenue........  296,189  100%    54,262    100%     34,087  100%
Operating Expenses:
Cost of services:
  Leisure and recreation......  110,084   44%     6,658     38%         --   --
  Entertainment and sports....   45,919  105%    35,135     96%     35,958  105%
Selling, general and
 administrative expenses:
  Leisure and recreation......   71,800   28%     5,397     31%         --   --
  Entertainment and sports....   10,002   23%     7,854     21%      8,371   25%
  Corporate...................    9,777   --      1,899     --          --   --
Amortization and Depreciation:
 Leisure and recreation.......   17,950    7%     1,459      8%         --   --
  Entertainment and sports....    5,168   12%     4,239     12%      9,815   29%
  Corporate...................       37              --                 --   --
                               ---------        --------          ---------
Total operating expenses.....    270,737   91%    62,641    115%     54,144 159%
                               ---------        --------          ---------
                     
 Operating income(loss).......  $ 25,452        $ (8,379)         $ (20,057)
                               =========        ========           =========
EBITDA:
  Leisure and recreation......  $ 72,478       $   5,512         $      --
  Entertainment and sports....   (12,092)        ( 6,040)          (10,120)
  Corporate...................   ( 9,472)        (   230)               --
                                --------       ---------        -----------
  Total.......................  $ 50,914       $ (   758)       $  (10,120)
                                ========       =========        ===========   
Adjusted EBITDA:
  Leisure and recreation......  $ 78,292       $   5,512        $       --
  Entertainment and sports....   (12,092)       (  6,040)          (10,120)
  Corporate...................   ( 9,472)       (    230)               --
                                --------       ---------         ---------
  Total.......................  $ 56,728       $(    758)       $  (10,120)
                                ========       =========         =========
Seasonality

     The  Company  has  historically  experienced,  and  expects to  continue to
experience,  seasonal  fluctuations in its gross revenue and net earnings.  Peak
season at the Resort  Facilities  extends  from  January  through  April,  while
regular season for the Panthers commences in October and ends in April.

<PAGE>

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 1999.
Many of the costs of  operating  the hotels 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).  To the extent
inflationary trends affect short-term interest rates, a portion of the Company's
debt service costs may be adversely affected.

Consolidated Results of Operations

     Net income  totaled  $1.3  million  for the year ended June 30,  1998.  Net
losses totaled $10.3 million and $25.1 million for the years ended June 30, 1997
and 1996,  respectively.  The improvement in operating results from 1996 to 1998
was the result of the Company's  diversification into the Leisure and Recreation
Business in 1997,  followed  by an  increase in the number of resort  properties
under ownership in 1998 (due to business acquisitions). The improved results for
the Leisure and Recreation  Business during 1998 were partially offset by higher
corporate  general  and  administrative  expenses  and  higher  losses  from the
Entertainment  and  Sports  Business.  Additional  information  relating  to the
operating results for each business segment is set forth below.

Leisure and Recreation

      Because the size of the  Company's  resort  portfolio has increased to six
properties at June 30, 1998 from three  properties at June 30, 1997,  variations
in operating results between 1998 and 1997 resulted primarily from the Company's
business acquisitions.  Because the Company began acquiring resort properties in
1997, a comparison of 1996 and 1997 annual resort data has been excluded,  as it
is not meaningful.

Revenue

      Leisure and Recreation  Business  revenue  increased to $252.6 million for
the year ended  June 30,  1998 from  $17.6  million  for the year ended June 30,
1997.  More than 50% of leisure and  recreation  revenue for the year ended June
30, 1998 was derived from full- year  activities  of Boca  Resort.  In addition,
over 50% of  consolidated  resort  revenue  for the year ended June 30, 1998 was
generated from non-room sources such as food and beverage sales, marina,  retail
sales and other amenities.

Operating Expenses

      Cost of services for the Leisure and  Recreation  Business  totaled $110.1
million  and  $6.7  million  for  the  years  ended  June  30,  1998  and  1997,
respectively.  Cost of services as a  percentage  of revenue was 44% and 38% for
the years ended  June 30,  1998 and  1997,  respectively.  Cost of  leisure  and
recreation  services consist  primarily of labor and other direct costs incurred
in connection with servicing the Resort  Facilities'  rooms,  marinas,  food and
beverage operations,  retail establishments and other facility amenities. In the
future,  the Company  anticipates  improving gross operating margins for each of
its resorts by taking advantage of consolidated purchasing opportunities.

      Selling, general and administrative expenses ("S,G&A") for the Leisure and
Recreation  Business  totaled $71.8 million and $5.4 million for the years ended
June 30, 1998 and 1997,  respectively.  S,G&A as a percentage of revenue was 28%
and 31% for the years ended June 30, 1998 and 1997, respectively.  S,G&A for the
Leisure and Recreation  Business consists  primarily of various fixed,  indirect
costs,  including  utility and property  costs,  real estate  taxes,  insurance,
management and franchise agreement fees and administrative salaries.  Management
believes  the Company will  benefit  from  additional  economies in S,G&A as its
resort portfolio grows. These savings opportunities include the consolidation of
reservation  systems,  coordinated sales and marketing efforts and reduced costs
for insurance and management overhead.

     Amortization  and  depreciation  expense  for the  Leisure  and  Recreation
Business  was $18.0  million and $1.5  million for the years ended June 30, 1998
and 1997,  respectively.  As discussed  above,  increases were due to additional
depreciation  for  property  and  equipment  acquired  in  connection  with  the
Company's business combinations.

<PAGE>

Entertainment and Sports

Revenue

    Entertainment  and Sports Business revenue was $43.6 million,  $36.7 million
and  $34.1  million  for  the  years  ended  June  30,  1998,   1997  and  1996,
respectively.  The primary component of the Entertainment and Sports Business is
the Panthers.  Revenue and direct expenses associated with the team are recorded
over the regular hockey  season.  The increase in revenue during year ended June
30, 1998 compared to 1997 was partially due to the receipt of the Panthers share
of an expansion fee, which resulted from a new hockey  franchise  being admitted
into the NHL. In addition, revenue from arena operations increased. The increase
in revenue for the year ended June 30, 1997  compared to the year ended June 30,
1996 was the result of higher  Panthers ticket sales due to all home games being
sold  out  during  the  1996-1997  season.   In  addition,   more  revenue  from
broadcasting  and  advertising/promotion  contracts was recognized  during 1997,
offset by fewer playoff games played in the 1996-1997  season as compared to the
1995-1996 season.

Operating Expenses

      Entertainment  and sports  operating  expenses,  which include among other
items  Panthers'  player  salaries  and arena and  ticketing  costs  were  $61.1
million, $47.2 million and $54.1 million for the years ended June 30, 1998, 1997
and 1996,  respectively.  The increase of $13.9 million,  or approximately  29%,
during the 1998  period was  primarily  the  result of higher  Panthers'  player
salaries,  along with  increased  costs  associated  with the  operation  of the
Company's  ice skating rink  facilities.  During  fiscal 1996,  amortization  of
players'  contracts  was higher than during fiscal 1998 and 1997, to reflect the
then current  value of the remaining  contracts of players  selected in the 1993
draft.

Corporate General and Administrative Expenses

      Corporate  general and  administrative  expenses  totaled $9.8 million and
$1.9  million for the years ended June 30,  1998 and 1997,  respectively.  There
were no corporate  general and  administrative  expenses for the year ended June
30,  1996.  The  increase  was  substantially  the result of  additional  legal,
accounting,  treasury and other corporate  general and  administrative  expenses
associated  with the Company's  (i) increase in total  revenue and assets,  (ii)
diversification  into the resort  hospitality  business and (iii) public company
compliance and reporting activities.

Interest and Other Income

      Interest and other income totaled $2.3 million,  $1.9 million and $122,000
for the years ended June 30, 1998, 1997 and 1996, respectively.  The increase in
interest  income in 1998 compared to 1997 and 1996 was the result of maintaining
a higher  average  cash  balance due to sales of common stock and cash flow from
the added  Resort  Facilities.  The  Company  raised  $108.5  million and $131.9
million during the year ended June 30, 1998 and 1997, respectively,  through the
sale of common stock.

Interest Expense

      Interest expense totaled $24.7 million,  $3.4 million and $5.0 million for
the years ended June 30,  1998,  1997 and 1996,  respectively.  The  increase in
interest  expense  during the 1998 period was  attributable  to additional  debt
assumed or incurred in connection with certain resort acquisitions.  The average
outstanding  indebtedness during 1997 and 1996 related primarily to the purchase
of the Panthers,  along with borrowing  needed to fund hockey  operations.  Such
indebtedness  was  repaid  with a portion  of the  proceeds  from the  Company's
initial public offering in November 1996.

Minority Interest

      Minority  interest  totaled  $1.8  million,  $440,000 and $174,000 for the
years  ended  June 30,  1998,  1997 and 1996,  respectively.  The  increase  was
primarily  the result of an initial 32%  minority  interest  in Registry  Resort
(resulting  from the Company's  acquisition of a 68% interest in Registry Resort
in August  1997).  By June 30, 1998,  the Company had  increased its interest in
Registry to 99% and acquired the remaining 1% in July 1998.

<PAGE>

EBITDA

      EBITDA represents earnings before interest expense,  taxes,  depreciation,
amortization  and minority  interest.  EBITDA is used by management  and certain
investors  as an indicator of a company's  historical  ability to service  debt.
Management  believes that an increase in EBITDA is an indicator of the Company's
improved ability to service existing debt, to sustain potential future increases
in debt and to satisfy capital requirements.  However, EBITDA is not intended to
represent cash flows for the period, nor has it been presented as an alternative
to either  (i)  operating  income (as  determined  by GAAP) as an  indicator  of
operating performance or (ii) cash flows from operating, investing and financing
activities  (as  determined  by  GAAP)  and  is  thus   susceptible  to  varying
calculations.  EBITDA as  presented  may not be  comparable  to other  similarly
titled measures of other companies.  As a result of the Company's acquisition of
the Resort Facilities, EBITDA increased to $50.9 million for the year ended June
30,  1998 from  $(758,000)  for the year ended  June 30,  1997.  EBITDA  totaled
$(10.1) million for the year ended June 30, 1996.

Adjusted EBITDA

     Adjusted  EBITDA  represents  EBITDA plus the annual change in Premier Club
net deferred  income.  Adjusted  EBITDA  increased to $56.7 million for the year
ended June 30, 1998 from $(758,000) for the year ended June 30, 1997 and $(10.1)
million for the year ended June 30, 1996.

Liquidity and Capital Resources

     Cash and cash equivalents increased $23.5 million, to $37.2 million at June
30, 1998,  from $13.7  million at June 30,  1997.  The major  components  of the
change are discussed below.

Net Cash Provided by (Used in) Operating Activities

      Net cash provided by operating  activities  totaled $37.7 million and $2.9
million for the years ended June 30, 1998 and 1997, respectively.  Net cash used
in operating  activities totaled $17.4 million for the year ended June 30, 1996.
The increase in cash flow from  operations  for the year ended June 30, 1998 was
the  result of  receiving  more cash flow from the Resort  Facilities.  Registry
Resort,  Arizona Biltmore and Edgewater Resort, were acquired subsequent to June
30,  1997,  and  accordingly,  the  related  cash  flow is not  included  in the
Company's 1997 and 1996 financial statements.  Cash flow from the newly acquired
resort  facilities was partially offset by increased costs for corporate general
and administrative  expense and less cash flow from the Entertainment and Sports
Business.

Net Cash Used in Investing Activities

     Net cash used in investing activities amounted to $293.4 million,  $515,000
and $140,000 for the years ended June 30, 1998, 1997 and 1996, respectively.

      Cash used in business  acquisitions and to acquire additional interests in
a  consolidated  subsidiary of the Company  increased to $260.8  million for the
year ended June 30,  1998 from $1.1  million  for the year ended June 30,  1997.
During the year ended June 30,  1998,  the Company (i)  acquired its initial 68%
ownership  interest in Registry  Resort of which $75.5  million of the  purchase
price was paid in cash,  (ii) closed on additional  units of Registry  Resort of
which  $30.6  million of the  purchase  price was paid in cash,  (iii)  acquired
Rolling Hills for $8.0 million,  (iv) acquired  Arizona Biltmore of which $126.0
million of the purchase price was paid in cash and (v) acquired Edgewater Resort
of which $20.7 million of the purchase  price was paid in cash.  During the year
ended June 30, 1997, the Company used cash to acquire certain assets relating to
the business of owning and  operating a twin-pad  ice facility  located in Coral
Springs,  Florida.  All resort  acquisitions during the year ended June 30, 1997
involved  the  issuance  of common  stock or the  assumption  of debt in lieu of
payment in cash.

      Capital expenditures increased by $46.3 million during the year ended June
30, 1998,  primarily  associated with the Boca Resort expansion program that was
recently  completed.  The expansion included an 18 court tennis club (which adds
to the existing 12 courts located in a separate  complex),  a new Bates-designed
championship  golf course and a new 140,000 square foot  conference  center.  In
addition,  because the Company owned more resorts for a longer  duration  during
fiscal 1998, recurring capital expenditures increased during the year ended June
30, 1998.

<PAGE>

      Under  covenants  to a senior note  payable  secured by Boca  Resort,  the
Company is required to deposit excess operating cash into reserve accounts which
are  accumulated  and  restricted  to  support  future  debt  service,  facility
expansion,  furniture,  fixture and  equipment  replacement  and real estate tax
payments.  Additionally,  the Company's  loan and/or  management  agreements for
Arizona  Biltmore,  Pier 66 and  Bahia  Mar  also  require  the  maintenance  of
customary capital expenditure reserve funds for the replacement of assets. These
reserve  funds are  classified as restricted  cash on the  Consolidated  Balance
Sheets.

Cash Provided By Financing Activities

      Net cash  provided by  financing  activities  amounted to $279.2  million,
$10.9  million and $16.7  million for the years  ended June 30,  1998,  1997 and
1996,  respectively.  During the year ended June 30, 1998, the Company  received
$108.5  million of net proceeds  from the sale of shares of Class A Common Stock
and $170.7 million in  borrowings,  net of  repayments,  under debt  facilities.
During  the year ended  June 30,  1997,  the  Company  completed  its IPO for an
aggregate of 7,300,000  shares of Class A Common  Stock,  which  resulted in net
proceeds of $66.3  million.  A portion of the net proceeds from the IPO was used
to retire $45.0 million of debt. The Company also sold 2,460,000 shares of Class
A Common Stock in a private placement  transaction,  which yielded $65.6 million
in net proceeds  during the year ended June 30, 1997 and retired  $111.3 million
of indebtedness  assumed in connection the  acquisition of Boca Resort.  Through
the  date of the  IPO,  all  operating  losses  of the  Panthers  were  financed
primarily  through  loans  from Mr.  Huizenga.  As a result,  net cash flow from
financing  activities  for the year ended June 30,  1996  consisted  entirely of
borrowings and repayments of the loans from Mr. Huizenga.

Capital Resources

      The Company  believes  that it has, or can  obtain,  sufficient  financial
resources to support  ongoing  operations,  finance the growth of its businesses
and take advantage of acquisition opportunities.

      The  Company's  capital  resources  are  provided  from both  internal and
external sources. The primary capital resources from internal operations include
revenue from (i) room rentals,  food and beverage  sales,  retail  sales,  golf,
tennis and marina  services and  conference  services at the Resort  Facilities,
(ii) Premier Club  memberships  at Boca Resort and (iii)  ticket,  broadcasting,
sponsorship and other revenue derived from ownership of the Panthers.  See "Risk
Factors" included under Part I, Item 1.

      The primary external sources of liquidity have been the issuance of equity
securities and borrowing  under term loans and  lines-of-credit.  Since the IPO,
the Company has raised  $240.4  million  from the issuance of its Class A Common
Stock.  At June 30,  1998,  the Company  had $540.6  million  outstanding  under
secured term loans or acquisition related notes payable, of which $322.8 million
matures  over  the  next  twelve  months.  The  Company  is in  the  process  of
negotiating a long-term secured credit facility in the amount of $450.0 million,
with a  portion  of such  borrowing  capacity  expected  to be  used  to  retire
approximately $335.0 million of currently outstanding indebtedness.

Year 2000 Compliance

     The Company is aware of the issues  associated with the programming code in
existing  computer  systems  as the year 2000  approaches.  The Year 2000  issue
relates  to  whether  computer  systems  will  properly  recognize  and  process
information  relating to dates in and after the year 2000.  These  systems could
fail or produce erroneous results if they cannot adequately process dates beyond
the year  1999 and are not  corrected.  Significant  uncertainty  exists  in the
software industry concerning the potential consequences that may result from the
failure of software to adequately  address the Year 2000 issue.  The Company has
reviewed all software and hardware used internally by the Company in all support
systems to determine whether they are Year 2000 compliant. Most of the Company's
software has already been upgraded by the manufacturer or was recently purchased
and is Year 2000 compliant.  The Company expects to have its remaining Year 2000
compliant  systems  in place by  December  1998.  The  Company  also  intends to
implement and test these solutions  prior to any anticipated  impact of the Year
2000 issue on its systems.  The Company has incurred costs of less than $100,000
to date and does not  believe  that the  aggregate  cost for the Year 2000 issue
will be material.  The Company,  however,  cannot predict the effect of the Year
2000 issue on entities with which the Company transacts business,  and there can
be no assurance that the effect of the Year 2000 issue on such entities will not
have a material adverse effect on the Company's business, financial condition or
results of operations.  The Company will be formulating a contingency  plan with
respect to such entities with which is does business.

<PAGE>

     Any new software,  hardware or support  systems  implemented  in the future
will be Year 2000  compliant  or will have  updates or upgrades or  replacements
available  before the Year 2000 to enable the system to be Year 2000  compliant.
Management is currently  assessing the Year 2000 compliance  expense and related
potential effect on the Company's earnings.

Recently Issued Accounting Standards

     The  adoption of recently  issued  accounting  standards is not expected to
have a  material  impact on the  Company's  financial  condition  or  results of
operations.  See  Note  2  -  "Recently  Issued  Accounting  Standards"  to  the
Consolidated Financial Statements included under Item 8.

Forward Looking Statements

    Certain   statements  and   information   included   herein  may  constitute
forward-looking  statements within the meaning of the Federal Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from those expressed or implied by such forward-looking statements. Such factors
include,  among  others,  the ability to develop and implement  operational  and
financial  systems to manage  rapidly  growing  operations;  competition  in the
Company's  principal  businesses;  the  ability to  integrate  and  successfully
operate acquired  businesses and the risks associated with such businesses;  the
ability to obtain  financing on terms  acceptable  to the Company to finance its
growth strategy and for the Company to operate within the limitations imposed by
financing  arrangements;  the  Company's  limited  history of  operations in the
Leisure and  Recreation  Business  segment;  dependence on key personnel and the
ability to properly assess and capitalize on future business opportunities.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk

    Not applicable.

<PAGE>

Item 8.  Financial Statements and Supplementary Data

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Certified Public Accountants........................   30

Consolidated Balance Sheets as of June 30, 1998 and 1997..................   31
                                     
Consolidated Statements of Operations for the Years Ended
 June 30, 1998, 1997 and 1996.............................................   32

Consolidated Statements of Shareholders' Equity (Deficit)   
 for the Years Ended June 30, 1998, 1997 and 1996.........................   33

Consolidated Statements of Cash Flows for the Years Ended
 June 30, 1998, 1997 and 1996.............................................   34

Notes to Consolidated Financial Statements................................   35

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To Florida Panthers Holdings, Inc.:

We have audited the accompanying consolidated balance sheets of Florida Panthers
Holdings,  Inc. (a Florida corporation) and subsidiaries as of June 30, 1998 and
1997,  and the related  consolidated  statements  of  operations,  shareholders'
equity  (deficit) and cash flows for each of the three years in the period ended
June  30,  1998.  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  generally   accepted  auditing
standards.  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 Florida Panthers Holdings, Inc.
and  subsidiaries  as of June  30,  1998  and  1997,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
June 30, 1998 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
   August 3, 1998.

<PAGE>


                         FLORIDA PANTHERS HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS
                                 As of June 30,
                        (In thousands, except share data)

                                                                1998       1997
                                                                ----       ----
                             ASSETS

Current assets:
  Cash and cash equivalents...............................  $  37,228  $  13,709
  Restricted cash.........................................     29,296     30,110
  Accounts receivable, net................................     28,574     13,087
  Inventory...............................................      6,499      5,763
  Current portion of Premier Club notes receivable........      4,089      3,778
  Other current assets................................. ..      5,496      4,143
                                                            ---------  ---------
          Total current assets............................    111,182     70,590
Property and equipment, net...............................    959,214    475,391
Intangible assets, net....................................     36,926     40,987
Long-term portion of Premier Club notes receivable, net ..      7,828      8,240
Other assets..............................................     13,057      5,184
                                                           ----------  ---------
         Total assets..................................... $1,128,207  $ 600,392
                                                           ==========  =========

                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses...................  $  41,326  $  26,867
  Current portion of deferred revenue.....................     35,114     17,738
  Short-term debt.........................................    318,250         --
  Current portion of long-term debt.......................      4,540         --
  Other current liabilities...............................      3,866      1,770
                                                            ---------  ---------
          Total current liabilities.......................    403,096     46,375
Long-term debt............................................    217,836    186,056
Premier Club refundable membership fees...................     65,046     63,499
Other non-current liabilities.............................      9,826      1,448
Minority interest.........................................      1,892      1,861
Commitments  and  contingencies  (Note 12) 
Shareholders'equity:
 Class A Common Stock, $.01 par value, 100,000,000 shares
  authorized and 34,888,358 and 27,929,570  shares issued 
  and outstanding at June 30, 1998 and 1997, respectively.        349        279
 Class B Common Stock, $.01 par value, 10,000,000 shares
  authorized and 255,000 shares issued and outstanding at
  June 30, 1998 and 1997..................................          3          3
Contributed capital ......................................    432,110    304,095
Accumulated deficit.......................................  (   1,951)   (3,224)
                                                           ----------  ---------
          Total shareholders' equity .....................    430,511    301,153
                                                           ----------  ---------
          Total liabilities and shareholders' equity...... $1,128,207  $ 600,392
                                                           ==========  =========

          See accompanying notes to consolidated financial statements.

<PAGE>


                         FLORIDA PANTHERS HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          For the Years Ended June 30,
                      (In thousands, except per share data)

                                                  1998       1997        1996
                                                ---------  ---------  ---------
Revenue:
  Leisure and recreation....................... $ 252,603  $  17,567  $      --
  Entertainment and sports.....................    43,586     36,695     34,087
                                                ---------  ---------  ---------
          Total revenue........................   296,189     54,262     34,087

Operating expenses:
  Cost of leisure and recreation services......   110,084      6,658         --
  Cost of entertainment and sports services....    45,919     35,135     35,958
  Selling, general and administrative expenses.    91,579     15,150      8,371
  Amortization and depreciation................    23,155      5,698      9,815
                                                ---------  ---------  ---------
          Total operating expenses.............   270,737     62,641     54,144
                                                ---------  ---------  ---------
Operating income (loss)........................    25,452   (  8,379)  ( 20,057)
Interest and other income......................     2,307      1,923        122
Interest and other expense.....................  ( 24,673)  (  3,364)  (  5,030)
Minority interest..............................  (  1,813)  (    440)  (    174)
                                                ---------  ---------  ---------
Net income (loss).............................. $   1,273  $ (10,260) $ (25,139)
                                                =========  =========  =========

Net income (loss) per share - basic and diluted.$    0.04  $(    0.74)$(   4.76)
                                                =========  ========== ==========

Shares used in computing net income (loss) 
 per share - basic........................         34,334     13,829      5,276
                                                =========  =========  =========

Shares used in computing net income (loss)
 per share - diluted.....                          34,888     13,829      5,276
                                                =========  =========  =========

          See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
<S>
                         FLORIDA PANTHERS HOLDINGS, INC.

            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                 (In thousands)

                          <C>         <C>         <C>        <C>      <C>          <C>          <C>          
                                Class A                Class B
                             Common Stock            Common Stock
                          -------------------      ----------------                                  Total
                            Number                 Number             Contributed                Shareholders'
                              of                     of                 Capital    Accumulated       Equity
                            Shares     Amount      Shares    Amount    (Deficit)     Deficit        (Deficit)
                          ---------    ------      ------    ------    ----------  -----------    ------------ 
Balance, June 30, 1995.        871      $  9          --       $ --    $ ( 22,357)       $  --    $(   22,348)
Net loss...............         --        --          --         --      ( 25,139)          --     (   25,139)
Dividends-- Decoma
   Entities............         --        --          --         --      (    816)          --     (      816)
                          --------     -----       -----       ----       --------      -------     ---------
Balance, June 30, 1996.        871         9          --         --      ( 48,312)          --     (   48,303)
Recapitalization.......      4,150        41         255          3        40,919           --         40,963
Sales of common stock..      9,760        98          --         --       131,780           --        131,878
Stock issued in
   acquisitions........     13,149       131          --         --       181,884           --        182,015
Warrants issued in
   acquisition.........         --        --          --         --         5,000           --          5,000
Net loss...............         --        --          --         --      (  7,036)     ( 3,224)    (   10,260)
Dividends-- Decoma
   Entities............         --        --          --         --      (    140)          --     (      140)
                          --------     -----       -----       ----     ----------     -------     ----------
Balance, June 30, 1997.     27,930       279         255          3       304,095      ( 3,224)       301,153
Sales of common stock..      6,000        60          --         --       108,456           --        108,516
Stock issued in
   acquisitions........        918         9          --         --        16,778           --         16,787
Warrants issued in
   acquisition.........         --        --          --         --         2,375           --          2,375
Net income.............         --        --          --         --            --        1,273          1,273
Exercise of stock
   options.............         40         1          --         --           406           --            407
                         ---------  --------    --------    -------     ---------   ----------     ----------
Balance, June 30, 1998.     34,888     $ 349         255       $  3      $432,110     $( 1,951)     $ 430,511
                         =========  ========    ========    =======     =========   ==========     ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          For the Years Ended June 30,
                                 (In thousands)

                                                 1998       1997       1996
                                               --------- ---------   ---------
Operating activities:
  Net income (loss)...........................$   1,273  $(  10,260) $ (25,139)
  Adjustments to reconcile net income (loss) 
    to netcash provided by (used in) 
    operating activities:
    Amortization and depreciation............    23,155       5,698      9,815
    Deferred compensation....................       373         100      1,334
    Income applicable to minority interest...     1,813         440        174
   Changes in operating assets and liabilities
    (excluding the effects of business 
     acquisitions):
    Accounts receivable......................  (    489)      1,876   (  1,195)
    Other assets.............................  (  4,059)  (     512)  (  3,425)
    Accounts payable and accrued expenses....  ( 20,091)      2,205        938
    Deferred revenue and other liabilities...    35,713       3,323        138
                                              ---------  ----------  ---------
  Net cash provided by (used in) operating
  activities.................................    37,688       2,870    (17,360)
                                              ---------  ----------  ---------
Investing activities:
 Cash acquired in business acquisitions......    16,548       2,055         --
 Cash used in business acquisitions..........  (230,219) (    1,076)        --
 Acquisition of additional interest in           
  consolidated   subsidiary.................. (  30,613)        --          --
 Capitalization of interest.................. (   1,300)        --          --
 Capital expenditures........................ (  47,806) (    1,494) (     140)
                                             ----------   ---------  ---------
  Net cash used in investing activities......  (293,390) (      515) (     140)
                                             ----------   ---------  ---------
                                                                               
Financing activities:
 Net proceeds from the sale of common stock..   108,516     131,878         --
 Payments of related party indebtedness......        --   (  20,340)  (  3,500)
 Borrowings under related party loan 
  agreements.................................        --          --     19,040
 Increase in interest payable on related party              
  indebtedness...............................        --       1,131      2,406
 Borrowings under credit facilities..........   251,200      35,000         --
 Payments under long-term debt and credit            
  facilities................................. (  80,509)  ( 135,915)        --
 Proceeds from exercise of stock options.....       407          --         --
 Payment of dividends - Decoma Entities......        --   (     140)  (    816)
 Distribution to minority interests - Decoma         
  Entities................................... (     393)  (     725)  (    402)
                                              ---------  ----------  ---------
   Net cash provided by financing activities.   279,221      10,889     16,728
                                              ---------  ----------  ---------
    Increase (decrease) in cash and cash
    equivalents.............................     23,519      13,244   (    772)
Cash and cash equivalents, 
 at beginning of period.....................     13,709         465      1,237
                                              ---------  ----------  ---------
Cash and cash equivalents, 
 at end of period...........................  $  37,228   $  13,709  $     465
                                              =========  ==========  =========

          See accompanying notes to consolidated financial statements.

<PAGE>


                         FLORIDA PANTHERS HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1998

(1)  Organization

    Florida  Panthers   Holdings,   Inc.  (the  "Company")   currently  conducts
substantially  all of its  business  through  its  subsidiaries,  which  include
Panthers  BRHC  Limited  ("Boca  Resort"),  AZB  Limited  Partnership  ("Arizona
Biltmore"),  Panthers RPN Limited  ("Edgewater  Resort"),  2301 SE 17th St. Ltd.
("Pier 66") and Rahn  Bahia,  Ltd.  ("Bahia  Mar"),  each a limited  partnership
formed for the purpose of owning and operating  Boca Raton Resort and Club,  the
Arizona  Biltmore Hotel,  the Edgewater  Beach Hotel,  the Hyatt Regency Pier 66
Hotel and the Radisson Bahia Mar Resort and Yachting Center,  respectively,  and
FPH/RHI Merger Corp, Inc.  ("Registry  Resort") formed for the purpose of owning
and  operating  the Registry  Hotel at Pelican Bay and Rolling Hills Golf Course
("Rolling Hills").  The Company also owns the Florida Panthers Hockey Club, Ltd.
("Panthers" or the "Club"),  a professional  hockey team of the National  Hockey
League (the "NHL"), Arena Development  Company,  Ltd. ("Arena  Development"),  a
limited  partnership  formed for the purpose of  developing a new  multi-purpose
sports  and  entertainment  center in Broward  County,  Florida  recently  named
National Car Rental Center (the "National  Center"),  Arena Operating Company, a
limited  partnership  formed  for the  purpose of  managing  and  operating  the
National Center,  and Florida Panthers Ice Ventures,  Inc., a corporation formed
for the purpose of developing ice rink facilities. In addition, the Company owns
approximately 78% of the partnership interests in Decoma Miami Associates,  Ltd.
("Decoma"), a Florida limited partnership, which operates the Miami Arena.

    In  November  1996,  the Company  sold 7.3 million  shares of Class A Common
Stock,  par value $.01,  (the  "Class A Common  Stock") in  connection  with its
initial  public  offering  ("IPO").  An additional 2.5 million shares of Class A
Common Stock were sold in  connection  with a private  placement in January 1997
and 6.0 million  shares of Class A Common Stock were sold in connection  with an
underwritten public offering in August 1997.

(2)  Summary of Significant Accounting Policies

Principles of Consolidation

    The accompanying  Consolidated  Financial Statements include the accounts of
the Company and all  majority-owned  subsidiaries  after the  elimination of all
significant intercompany accounts and transactions. Minority interest represents
minority shareholders'  proportionate share of the equity in Decoma and Registry
Resort.

Use of Estimates

    The preparation of the Consolidated  Financial Statements in conformity with
generally accepted  accounting  principles 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.  Restricted cash
consists  principally of escrow accounts maintained in accordance with the terms
of various  mortgage-notes  payable agreements and cash collected by the Company
in its capacity as operator of the National Center.  See Note 12.  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.

<PAGE>

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.

Premier Club Notes Receivable

     Premier  Club notes  receivable  are carried at  amortized  cost.  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 Company performs credit evaluations of
customers  who finance  their Premier Club  membership  and  generally  does not
require collateral or 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.  Renewals of  significant  items
are  capitalized  along  with  interest  during  the  construction   period  for
significant  additions to the Company's  resorts.  Interest is capitalized using
rates associated with direct borrowings for such construction, if applicable, or
the  equivalent  to  the  average  borrowing  rate  of  the  Company.   Interest
capitalized  for the year ended June 30, 1998 totaled $1.3 million.  No interest
was capitalized during the years ended June 30, 1997 and 1996.  Depreciation and
amortization has been computed using the straight-line method over the following
estimated useful lives:

                                              Years
                                              -----
            Building and improvements....       40
            Land improvements............       15
            Leasehold improvements.......      5-20
            Furniture, fixtures and               
             equipment...................      3-7

Intangible Assets

    The  components  of  unamortized  intangible  assets  as of  June 30 were as
follows (in 000's):

                                                          1998     1997
                                                        -------  -------- 
             Franchise cost...........................  $21,273  $ 21,881
             Player contract acquisition costs........      995     3,916
             Investment in Miami Arena Contract.......    8,146     8,516
             Goodwill.................................    6,512     6,674
                                                        -------  --------
                                                        $36,926  $ 40,987
                                                        =======  ========

    The Club paid a $50.0  million  franchise  fee to the NHL when  joining  the
league, of which  approximately  $25.7 million was allocated to the contracts of
players  selected in the 1993 expansion  draft. The allocation was based upon an
independent  appraisal  of the fair value of the player  contracts  and is being
amortized  on a  straight-line  basis  over the  estimated  useful  lives of the
contracts.  The remaining  portion of the franchise fee is being  amortized on a
straight-line basis over 40 years.

    The  Miami  Arena is owned by the  Miami  Sports  and  Exhibition  Authority
("MSEA"),  an agency of the City of  Miami.  Under the terms of the Miami  Arena
Contract ("MAC") between MSEA and Decoma,  Decoma operates the Arena. The MAC is
scheduled  to  expire on July 8,  2020.  Amounts  invested  in the MAC are being
amortized using the straight-line method over the remaining term of the MAC.

    Goodwill 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.

Accounting for Impairment of Long-Lived Assets

    The Company  continually  evaluates  whether events and  circumstances  have
occurred indicating the remaining estimated useful life of long-lived assets may
warrant  revision,  or  long-lived  asset  balances may not be  recoverable.  If
factors  indicate  long-lived  assets have been  impaired,  the Company  uses an
estimate  of  the  remaining  value  of  the  long-lived   assets  in  measuring
recoverability.   Unrecoverable   amounts  are  charged  to  operations  in  the
applicable period.
<PAGE>
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.  SFAS No. 107 defines the fair value
of a  financial  instrument  as the  amount  at which  the  instrument  could be
exchanged in a current transaction between willing parties. Fair value estimates
are made at a specific point in time, based on relevant market information about
the financial  instrument.  These estimates are subjective in nature and involve
uncertainties  and matters of  significant  judgment,  and  therefore can not be
determined with precision. The assumptions used have a significant effect on the
estimated  amounts  reported.  The following methods and assumptions are used to
estimate fair value:

    -The  carrying  amounts  of cash and  cash  equivalents,  restricted  cash,
     accounts receivable,  accounts payable and short-term debt approximate 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 using current
     rates at which  similar  loans  with  similar  maturities  would be made to
     borrowers with similar credit risk.

    -The fair  value of  Premier  Club  refundable  membership  fees can not 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.  Boca Resort's  club  membership  annual dues revenue is
recognized  ratably over the membership  year  commencing  October 1. Initiation
fees relating to  memberships  originating  prior to December 31, 1997 are fully
refundable and, accordingly, are reflected as a liability captioned Premier Club
refundable membership fees on the accompanying  Consolidated Balance Sheets. See
Note 10.  Initiation fees associated with Premier Club  memberships  originating
after December 31, 1997 are  non-refundable and are recorded as deferred revenue
and recognized as revenue over the estimated life of the membership.

    Receipts from tickets,  broadcasting,  advertising and promotions associated
with the  Panthers  are  recorded  as  revenue  on a per game basis over the NHL
regular season.

Player Contract Costs

    Player  salaries are recorded on a per game basis during the regular season.
Player signing bonuses are amortized over the life of the player  contract.  The
Company accounts for trades of player contracts as like-kind exchanges,  whereby
the recorded basis of the contract of the acquired player(s) is equal to the net
book  value of the  contract  of the  traded  player(s),  plus or minus any cash
consideration.

    Employment  contracts with certain players require future compensation under
certain circumstances.  These contracts are generally performance in nature and,
accordingly,  related  payments  are  charged to  operations  over the  contract
playing seasons.

    The Company has obtained  disability  insurance  policies for several of its
players under multi-year  contracts.  Benefits would become payable after thirty
consecutive  games were missed by the insured player.  The policies  provide for
payment  of a portion  of the  player's  salary  for the  remaining  term of the
contract or until the player can resume playing.

Advertising Expense

     The Company expenses advertising costs the first time the advertising takes
place.  Advertising  expense was $5.3  million and  $672,000 for the years ended
June 30, 1998 and 1997,  respectively.  Prepaid advertising for each the periods
presented  and  advertising  expense  for 1996 was not  considered  material  by
management.

<PAGE>

Income Taxes

     The  Company  accounts  for  income  taxes  under the  liability  method in
accordance with SFAS No. 109, "Accounting for Income Taxes". See Note 18.

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,  accordingly,
recognizes no  compensation  expense in connection with stock option grants made
to employees. See Note 11.

Earnings (Loss) Per Common Share

     The Company adopted SFAS No. 128,  "Earnings Per Share" during fiscal 1998.
This  statement  supersedes  APB No. 15 and replaces  primary and fully  diluted
earnings per share with a dual  presentation  of basic and diluted  earnings per
share.  Basic  earnings per share equals net income (loss) 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.  Such options were  antidilutive in 1997 and 1996 and, thus, have been
excluded.  Additionally,  approximately  1.4  million  weighted  average  shares
issuable  pursuant to convertible  debt obligations have been excluded from 1998
since such shares were  antidilutive.  The following  table sets forth  weighted
average shares used to compute basic and diluted earnings per share (in 000's):

                                                      1998     1997      1996
                                                    -------- --------  -------
     Basic weighted average shares outstanding...   34,334    13,829     5,276
     Stock options...............................      554        --        --
                                                   -------  --------  -------- 
     Diluted weighted average shares outstanding.   34,888    13,829     5,276
                                                   =======  ========  ========
                                    
Recently Issued Accounting Standards

     In 1997, the Financial  Accounting  Standard Board (the "FASB") issued SFAS
No. 130,  "Reporting  Comprehensive  Income".  This Statement requires all items
required  to  be  recognized  under   accounting   standards  as  components  of
comprehensive  income be reported in a financial  statement  displayed  with the
same prominence as other financial statements. The Company adopted SFAS No.
130 on July 1, 1998.

     In 1997,  the FASB issued SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information".  This Statement  establishes standards for
the way public business  enterprises report information about operating segments
in annual financial  statements and requires those  enterprises  report selected
information about operating segments in interim financial reports.  SFAS No. 131
also establishes  standards for related disclosures about products and services,
geographic areas of operations and major customers. The Company adopted SFAS No.
131 on July 1, 1998.  In the opinion of  management,  adoption of this  standard
will not have a material  impact on the  Company's  existing  segment  reporting
disclosures.

     In April 1998,  the  American  Institute of  Certified  Public  Accountants
issued  Statement  of Position  No. 98-5 ("SOP  98-5").  SOP 98-5  requires  all
non-governmental  entities to expense  costs of start-up  activities,  including
pre-operating,  pre-opening  and  organization  activities,  as those  costs are
incurred.  Adoption of this statement is not expected to have a material  effect
on the Company's results of operations.

     In 1998,  the  FASB  issued  SFAS No.  132,  "Employers  Disclosures  about
Pensions and Other Post Retirement Benefits".  This Statement revises employers'
disclosures  about  pension  and other post  retirement  benefit  plans.  In the
opinion of management, adoption of this standard will not have a material impact
on the Company's existing reporting.

     In  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities".  This Statement establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments   embedded  in  other  contracts,   (collectively   referred  to  as
derivatives)  and for hedging  activities.  It requires that an entity recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position  and  measure  those  instruments  at fair  value.  In the  opinion  of
management,  adoption of this  standard  will not have a material  impact on the
Company's existing reporting.

<PAGE>

Reclassifications

     Certain  amounts  in  the  prior  years'  financial  statements  have  been
reclassified to conform to the current year's presentation.

(3)   Supplemental Cash Flow Information

    Interest  paid  during  the years  ended  June 30,  1998,  1997 and 1996 was
approximately  $22.3 million,  $1.2 million and $3.8 million,  respectively.  In
addition,  the Company issued  918,174 and  13,148,893  shares of Class A Common
Stock in connection with business  acquisitions  during the years ended June 30,
1998 and 1997, respectively. During the year ended June 30, 1997, in conjunction
with the IPO, a note payable of  approximately  $41.0  million to the  Company's
Chairman,  Mr.  Huizenga,  was exchanged for 4,149,710  shares of Class A Common
Stock and 255,000 shares of Class B Common Stock.

(4)   Business Combinations

    Prior to the completion of the IPO, the Company  acquired from Mr.  Huizenga
approximately 78% of the partnership  interest in Decoma in exchange for 870,968
shares of Class A Common Stock.  Decoma  derives  revenue from the operations of
the Miami Arena. As this transaction was among entities under common control, it
was accounted for on a historical cost basis in a manner similar to a pooling of
interests as of the date of the acquisition by Mr. Huizenga.

    The  acquisitions of the businesses  discussed below have been accounted for
under the  purchase  method of  accounting  and are  included in the  historical
financial statements from the date of acquisition.

Acquisitions Made During the Year Ended June 30, 1998

     In April 1998,  the Company  acquired  Edgewater  Resort for $41.2 million.
Approximately  $20.7  million of the purchase  price was paid in cash at closing
and the remainder bears interest at a rate of 5.0% per annum and is payable,  at
the  election  of the  seller,  in either  cash on October 22, 1999 or shares of
Class A Common  Stock at a per  share  price of  $24.50  at any time up  through
October 22, 1999.

     In March  1998,  the  Company  acquired  an  ownership  interest in Arizona
Biltmore in exchange for: (i) payment of $126.0 million in cash, (ii) payment in
the future of $500,000  in cash,  (iii)  payment in the future of $99.8  million
either in cash or shares of Class A Common  Stock,  (iv)  warrants  to  purchase
500,000  shares of Class A Common Stock  exercisable  at $24.00 per share at any
time, in whole or in part,  through March 2003 and (v) the  assumption of $63.1
million of debt.  The $500,000 bears interest at a rate of 2.5% per annum and is
payable in April 2001.  The $99.8 million  bears  interest at a rate of 5.0% per
annum and, at the election of the seller, shall be paid in either cash or shares
of Class A Common Stock. If the seller elects to receive cash, it must make such
election during specified  election periods  occurring through March 2, 2000. If
an  election  for cash is made,  the Company  will be  required to make  payment
within  120 days  after such  election.  Alternatively,  the seller may elect to
receive  shares of Class A Common  Stock at a per  share  price of $26.00 at any
time  through  March 2, 2008.  Subject  to  implementing  certain  developmental
strategies  or meeting  certain  profit  levels over a 36 month period ending on
March 31, 2001, up to an  additional  $50 million may be payable at the election
of the seller,  either in cash or shares of Class A Common  Stock at a per share
price of not less than $19.00.

      In November 1997, the Company  acquired  certain  assets  associated  with
Rolling Hills in exchange for $8.0 million in cash. The assets acquired  consist
of an 18-hole  golf course and a separate  9-hole golf course (both of which are
currently  being  redesigned),  a parking lot and 79 acres of  undeveloped  land
adjacent to the golf courses.

      In August 1997,  the Company  acquired its initial 68% ownership  interest
(325 of the 474  units) in  Registry  Resort for (i)  918,174  shares of Class A
Common Stock,  (ii) warrants to purchase  325,000 shares of Class A Common Stock
(300,000  of which are  exercisable  at $25.85 per share and 25,000 of which are
exercisable  at $23.50 per share) and (iii) $75.5 million in cash.  The warrants
vest ratably on a quarterly  basis and become fully  exercisable on December 31,
1999.  The warrants  expire in October 2003. As of June 30, 1998 the Company had
acquired all but one of the remaining  units of Registry  Resort for  additional
payments  of  $30.6  million  (net  of the  payoff  of  certain  mortgage  notes
receivable  to the  Company  associated  with  additional  units).  The  Company
acquired the last unit in July 1998.

<PAGE>

Acquisitions Made During the Year Ended June 30, 1997

    In June 1997, the Company  acquired  substantially  all of the net assets of
Boca Resort in exchange  for (i) 272,303  shares of Class A Common  Stock,  (ii)
rights to acquire  4,242,586  shares of Class A Common  Stock for no  additional
consideration  and (iii)  warrants to purchase  869,810 shares of Class A Common
Stock at a purchase  price of $29.01  per  share.  The  warrants  are  currently
exercisable  with 50% expiring in December  1998 and the  remainder  expiring in
December 1999.

    In May 1997, the Company acquired the rights to operate Gold Coast Ice Arena
("Gold Coast") in exchange for 34,760 shares of Class A Common Stock. Gold Coast
is the current practice facility of the Panthers and provides open skating,  ice
hockey leagues and other programs to the public.

    In  March  1997,  the  Company  acquired  all  of the  ownership  interests,
comprised of capital stock and  partnership  interests,  of each of the entities
which own,  directly or indirectly,  all of the general and limited  partnership
interests in Pier 66 for 4,450,000 shares of Class A Common Stock.

    In  March  1997,  the  Company  acquired  all  of the  ownership  interests,
comprised of capital stock and  partnership  interests,  of each of the entities
which own,  directly or indirectly,  all of the general and limited  partnership
interests  in the Bahia Mar in exchange for  3,950,000  shares of Class A Common
Stock.

    In January 1997, the Company  acquired certain assets relating to Incredible
Ice in exchange  for (i) $1.0 million in cash,  (ii)  212,766  shares of Class A
Common  Stock and (iii)  the  assumption  by the  Company  of a maximum  of $8.1
million  in  construction-related  obligations.  Incredible  Ice  provides  open
skating, ice hockey leagues and other ice programs to the public.

    The  Company's  unaudited  pro  forma  consolidated  results  of  operations
assuming the above  acquisitions had been consummated as of the beginning of the
period  are as  follows  for the years  indicated  (in  000's,  except per share
amounts):

                                                            1998        1997
                                                         ---------   ---------
Revenue................................................. $ 346,947   $ 308,174
Net operating income ................................... $  37,067   $  39,304
Net loss................................................ $ ( 2,732)  $(    914)
Pro forma net loss per common share - basic and          
 diluted ............................................... $ (  0.08)  $(   0.03)

    The  preliminary   purchase  price  allocation  for  business   combinations
accounted for under the purchase method of accounting,  including the subsequent
acquisition of additional units of Registry Resort,  during the years ended June
30, 1998 and 1997 are as follows (in 000's):

                                                       1998        1997
                                                    ----------  ----------
    Cash acquired in business acquisitions.......   $   16,548  $    2,055
    Current assets, excluding cash...............       19,850      55,195
    Property and equipment.......................      455,851     474,577
    Other assets.................................           39       9,152
    Intangible assets............................           --       6,743
    Current liabilities..........................    (  28,355)   ( 34,161)
    Debt.........................................     (183,879)   (261,971)
    Minority interest............................    (      60)         --
    Other non-current liabilities................           --    ( 63,499)  
    Common stock issued or reserved for issuance.    (  19,162)   (187,015)
                                                    ----------  ----------
    Cash used in business acquisitions...........   $  260,832  $    1,076
                                                    ==========  ==========

(5)   Premier Club Notes Receivable

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

<PAGE>

                             1999..................     $   4,089
                             2000..................         3,129
                             2001..................         1,981
                             2002..................         1,748
                             2003..................         1,009
                             Thereafter............           206
                                                        ---------
                                                        $  12,162
                                                        =========
(6)   Property and Equipment, net

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

                                                          1998       1997
                                                       ---------  ---------
           Land and land improvements................  $ 244,243  $ 134,815
           Buildings and improvements................    675,175    297,061
           Furniture, fixtures and equipment.........     52,147     30,556
           Construction in progress..................      8,196     15,517
                                                       ---------  ---------
                                                         979,761    477,949
           Less: accumulated depreciation and          
            amortization.............................  (  20,547) (   2,558)  
                                                       ---------  ---------
                                                       $ 959,214  $ 475,391
                                                       =========  =========

    Depreciation and amortization  expense on property and equipment included in
the Consolidated  Statements of Operations was approximately $19.0 million, $1.9
million  and  $280,000  for the  years  ended  June 30,  1998,  1997  and  1996,
respectively.

(7)   Accounts Payable and Accrued Expenses

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

                                                         1998      1997
                                                       -------- ---------
            Other accrued liabilities................  $ 19,298 $  13,000
            Accounts payable.........................     8,406     6,401
            Accrued taxes............................     6,367     2,379
            Accrued payroll and related costs........     5,872     4,454
            Accrued interest payable.................     1,383       633
                                                       --------  --------
                                                       $ 41,326  $ 26,867
                                                       ========  ========

(8)   Short-Term Debt

     In connection with the Company's acquisition of Edgewater Resort, a portion
of  the  purchase  price  ($20.5  million)  was  financed  by  the  seller.  The
indebtedness  bears interest at a rate of 5.0% per annum and is payable,  at the
election of the seller,  in either cash on October 22, 1999 or shares of Class A
Common  Stock at a per share  price of $24.50 at any time  through  October  22,
1999.

     In connection  with the Company's  acquisition of an ownership  interest in
Arizona Biltmore,  a portion of the purchase price ($100.3 million) was financed
by the  seller.  The note  payable  for  $500,000  is payable in April 2001 and,
therefore,  is classified as long-term debt on the  Consolidated  Balance Sheet.
See Note 9. The note payable for $99.8 million bears  interest at a rate of 5.0%
per annum and, at the  election  of the seller,  shall be paid in either cash or
shares of Class A Common  Stock.  If the seller  elects to receive cash, it must
make such election during specified  election periods occurring through March 2,
2000.  If an election  for cash is made,  the  Company  will be required to make
payment within 120 days after such election. Alternatively, the seller may elect
to receive  shares of Class A Common Stock at a per share price of $26.00 at any
time through March 2, 2008.

     The Company has a bridge loan from a bank in the principal amount of $220.0
million (the "Bridge Loan"), of which $198.0 million was outstanding at June 30,
1998.  The  proceeds  from the Bridge  Loan were used to acquire  the  Company's
interests in Arizona Biltmore, to acquire remaining units of Registry Resort, to
repay certain  outstanding  indebtedness and for working capital  purposes.  The
Bridge Loan carries a variable  interest rate,  which was 8.4% at June 30, 1998.
The Bridge Loan matures on September 15, 1998.  The Company is in the process of
refinancing a portion of its short-term debt.
<PAGE>
     The weighted  average interest rate on the Company's  aggregate  short-term
debt at June 30, 1998 was 7.1%.

(9)   Long-Term Debt

    Long-term debt at June 30 is as follows (in 000's):

                                                               1998       1997
                                                             --------   --------
    Mortgage note payable, collateralized 
      by substantially all Pier 66 property
      and equipment, variable interest rate       
      (8.8% at June 30, 1998), due June 28, 2000.........  $ 25,951  $  25,951
    Mortgage note payable, collateralized by
      substantially all Arizona Biltmore 
      property and equipment, fixed         
      interest rate of 8.25%, due July 1, 2016...........    62,725        --  
    Note payable to bank, collateralized by
      substantially all Bahia Mar property
      and equipment, repaid in March 1998................        --     15,105
    Senior note payable to bank, secured by a first
      mortgage and lien on all Boca Resort assets, 
      variable interest rate(9.0% at June 30, 1998),   
       due on August 22, 2001............................   110,000    110,000
    Revolving credit facility with bank, collateralized
      by all assets of the Panthers, variable interest 
      rate (7.2% at June 30,1998), due on 
      April 30, 2000.....................................    23,200     35,000
    Note payable to seller, fixed interest rate of 2.5%
      due April 2001.....................................       500         --
                                                           --------  --------- 
   Total debt outstanding including current portion.....$  222,376   $186,056
                                                          =========   ========

    At June 30, 1998,  $11.8  million was available  under the revolving  credit
facility  outlined above. The Company's loan agreements  require the maintenance
of customary  capital  expenditure  reserves for the  replacement  of assets and
restricts the Company's  ability to pay dividends in certain  circumstances.  In
addition, the Company is required to comply with certain covenants under several
of  its  debt  agreements   discussed  above,   including  without   limitation,
requirements  to (i)  maintain  net  worth of $15.0  million  and (ii)  maintain
certain leverage  ratios.  The Company was in compliance with these covenants at
June 30, 1998.  Minimum principal  payments required on the Company's  long-term
debt for each of the five fiscal years  subsequent to fiscal 1998 and thereafter
are as follows (in 000's):

                             1999..................     $   4,540
                             2000..................        55,811
                             2001..................         9,302
                             2002..................        96,957
                             2003..................         2,124
                             Thereafter............        53,642
                                                        ---------
                                                        $ 222,376
                                                        =========
(10)  Premier Club Refundable Membership Fees

    Fully paid initiation fees associated with Premier Club  memberships at Boca
Resort  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 the membership fee of the fifth new member 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.  Such Premier Club refundable
membership  fees of  approximately  $65.0  million and $63.5 million at June 30,
1998 and 1997,  respectively,  have been reflected as a non-current liability on
the Company's Consolidated Balance Sheets.

<PAGE>

(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, 1998 is as follows:

<TABLE>
<S>  
                                        <C>          <C>         <C>            <C>  
                                        Number of                                Number of
                                         Shares                    Range in       Options
                                        Reserved      Options    Option Prices  Exercisable
                                        ---------    ---------   -------------  -----------
 Balance at June 30, 1996............          --           --         --             --
 Shares reserved under plan..........   2,600,000           --         --
 Granted.............................  (2,049,747)   2,049,747   $10.00 - $27.30
 Forfeited...........................      21,605  (    21,605)       $10.00
                                       -----------  ----------
 Balance at June 30, 1997............     571,858    2,028,142   $10.00 - $27.30      --
 Additional shares reserved under       2,400,000           --         --
 plan................................
 Granted.............................  (1,402,414)   1,402,414   $17.25 - $23.25
 Exercised...........................          --  (    40,614)       $10.00
 Forfeited...........................      93,748  (    93,748)  $10.00 - $26.38
                                      -----------  ------------
 Balance at June 30, 1998............   1,663,192    3,296,194   $10.00 - $27.30  466,422
                                      ===========  ===========
</TABLE>
                                                                              
  The  weighted  average   exercise  price  and  weighted  average   remaining
contractual  life of the Company's  outstanding  options at June 30, 1998 is set
forth below.

<TABLE>
<S>
  <C>                          <C>            <C>          <C>         <C>         <C>
                                              Weighted                             (Vested Only)
                                               Average     Weighted                   Weighted
                                              Remaining     Average                   Average
                                             Contractual   Exercise     Options       Exercise
   Range of Exercise Prices     Options         Life         Price     Exercisable     Price
   ------------------------    ----------     ----------   ---------   -----------   ----------
   $10.00                         900,702     8.4 years      $10.00      200,533         $10.00
   $16.63 - $19.13              1,364,132     9.4 years      $17.26        4,500         $17.01
   $21.13 - $27.30              1,031,360     8.9 years      $25.47      261,389         $25.48
                               ----------                                -------                                               
                                3,296,194                                466,422
                               ==========                                =======
</TABLE>

    The weighted average exercise price of all options at June 30, 1998 and 1997
was $17.93. 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:

<PAGE>

                                                         1998           1997
                                                     ------------  -------------
Pro forma net loss................................  $ (4,924,000)  $(11,271,000)
Pro forma net loss per share.....................   $       (.14)  $       (.82)
Pro forma weighted average fair value of options    
 granted..........................................  $       8.91   $       8.74
Risk free interest rate...........................          6.35%          6.35%
Expected lives....................................      5-7 years      5-7 years
Expected volatility...............................            42%            42%

(12)  Commitments and Contingencies

Leases

    The  Company  leases  the  Bahia  Mar  resort  site  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 on a formula  percentage  after September  2037).  Rent
expense under this lease  totaled  $775,000 for the year ended June 30, 1998 and
$247,000  for the period  from the date of the Bahia Mar  acquisition  (March 4,
1997) to June 30,  1997.  The lease  agreement  also  requires  the  Company  to
annually set aside 3% of Bahia Mar's revenue, 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, 1998.

    Future  minimum lease  obligations  under various  noncancellable  operating
leases with initial  terms in excess of one year at June 30, 1998 are as follows
(in 000's):

           1999................................     $ 3,114
           2000................................       1,781
           2001................................       1,088
           2002................................         887
           2003................................         668
           Thereafter..........................      17,700
                                                    -------
                                                    $25,238
                                                    =======

    As of June 30, 1998,  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 August  1998 and are  included in
restricted cash.

Employment Agreements

    The Company has entered into  employment  agreements with various player and
non-player  employees  which expire at various dates  through June of 2002.  The
terms of these employment agreements require future payments, excluding bonuses,
at June 30, 1998 as follows (in 000's):

                        1999.............................          $27,119
                        2000.............................           18,647
                        2001.............................            8,604
                        2002.............................              150
                                                                   -------
                                                                   $54,520
                                                                   ======= 
<PAGE>

National Car Rental Center ("National Center")

    In June 1996,  the Company  entered into an agreement with Broward County to
develop the National Center,  which will be owned by Broward County. The Company
will bear all costs relating to the development of the National Center in excess
of $184.7  million,  including  additional  construction  costs in excess of the
$184.7 million resulting from certain litigation.  See Litigation. In June 1996,
the Company also entered into a 30-year license  agreement (the "Broward License
Agreement") for the use of the National Center. In connection therewith, Broward
County will receive  revenue from the  operations  of the National  Center.  The
Company has  provided  Broward  County a guaranty  pursuant to which the Company
will be obligated  to pay Broward  County its  contracted  share of the county's
annual debt service obligation (the "County Preferred Revenue Allocation").  The
Company believes that the revenue  generated from the operations of the National
Center will be sufficient to cover the County Preferred Revenue Allocation.  The
Broward License  Agreement  commences upon the completion of construction of the
National Center,  which is currently  scheduled for October 1, 1998. The Broward
License  Agreement  is  for a term  of 30  years,  which  may  be  extended  for
additional five-year periods, subject to certain conditions.

    Pursuant  to the  Broward  License  Agreement,  the  Company is  entitled to
receive all (a) revenue  from the sale of (i) general  seating  ticket sales for
its  home  games  to be  played  at the  National  Center,  (ii)  non-consumable
concession  items at the National  Center during its home games,  (iii) items in
the Club's  retail  store to be located  within the  National  Center,  (iv) (in
conjunction  with and  subject  to the  rights  of the NHL)  the  rights  to all
television  and radio and other  media  broadcasting  rights for hockey  related
events at the National Center,  (v) advertising  within or on certain designated
locations at the National Center during hockey related events and (vi) Panthers'
related  sponsorships or NHL league-wide  sponsorships;  and (b) the first $14.0
million of "net operating  income"  generated by the National  Center and 80% of
all net  operating  income  generated by the National  Center in excess of $14.0
million with Broward County receiving 20%. "Net operating  income" is defined to
include revenue from building naming rights fees, food and beverage concessions,
parking,  non-hockey  related  advertising and all other revenue  generated from
non-hockey  related events offset by certain arena operating and financing costs
including the County Preferred Revenue Allocation.

    The Company  will be  obligated  to pay rent in the amount of  approximately
$7,500 per home game played by the  Panthers at the  National  Center and to pay
certain utility and event staffing expenses, but the combined amounts payable by
the Panthers under the Broward License Agreement will not exceed 5% of the gross
receipts from the sale of general seating tickets to Panthers' home games.

Litigation

    On April 9, 1997,  Allied  Minority  Contractors  Association,  Inc.,  South
Florida  Chapter  of  NAMC,  Overnight  Success  Construction,  Inc.,  Reed  Jr.
Plumbing,  Inc. and  Christopher  Mallard  (collectively,  the  "Broward  County
Plaintiffs")  filed a suit against  Broward County and Arena  Development in the
Seventeenth  Judicial  Circuit in and for  Broward  County,  Florida.  This suit
alleges  that Broward  County  entered  into the  agreement  with the Company to
develop the  National  Center in  violation  of Florida  law and Broward  County
ordinances.  The Broward County  Plaintiffs seek, among other things, to nullify
the  agreement  between  Broward  County and the Company to develop the National
Center.  The  Company  believes  that this suit is without  merit and intends to
vigorously  defend  against this suit. On July 10, 1997,  the trial court denied
the Broward County Plaintiffs'  motion for a temporary  restraining order and on
November  17, 1997 the trial court also  denied  plaintiff's  motion for summary
judgement.  Plaintiffs have appealed both of those orders.  On May 19, 1998, the
trial court granted the Joint Motion of Broward County and Arena  Development to
Disqualify  Plaintiffs and Their Counsel and to Dismiss.  Plaintiffs  motion for
rehearing  was  denied,  and  plaintiffs  have  filed a  notice  of  appeal.  An
unfavorable  outcome  of the suit  may have a  material  adverse  effect  on the
Company's financial condition or results of operations.

<PAGE>

    On January 28, 1997,  February 4, 1997 and March 18, 1997,  purported  class
action  lawsuits were filed against the Company and Messrs.  Huizenga,  Johnson,
Rochon,  Berrard,  Hudson,  Dauria and Evans in the United States District Court
for the Southern District of Florida. On May 7, 1998, a consolidated and amended
class action  complaint was filed  combining  these claims into one action.  The
suits allege,  among other things, that the defendants violated Section 10(b) of
the Exchange  Act and Rule 10b-5  thereunder,  by making  untrue  statements  or
omitting  material  facts,  in connection  with sales of the  Company's  Class A
Common Stock by the plaintiff and others in the purported class between November
13, 1996 and December 22, 1996.  The suit generally  seeks,  among other things,
certification  as a class and an award of damages in an amount to be  determined
at trial.  The Company  believes  that this suit is without merit and intends to
defend vigorously against this suit. An unfavorable outcome of the suit may have
a material  adverse  effect on the Company's  financial  condition or results of
operations. 

     On  October  9,  1997,  Bernard  Kalishman  filed a  purported  shareholder
derivative  and  class  action  lawsuit  on behalf of the  Company,  as  nominal
defendant,  against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson and Egan,
each as  director of the Company  and  Richard  Evans and William  Torrey,  both
former directors of the Company, in the Seventeenth  Judicial Circuit in and for
Broward County,  Florida. The suit alleges, among other things, that each of the
defendants (other than Mr. Egan) breached contractual and fiduciary  obligations
owed  to  the  Company  and  its   stockholders   by  engaging  in  self-dealing
transactions in connection with the Company's purchase of Pier 66 and Bahia Mar.
The suit seeks to impose a constructive trust on alleged excessive  compensation
paid to the prior  owners of Pier 66 and Bahia Mar or to have  damages  assessed
against the defendants or to rescind the transaction. The amended complaint also
added claims similar to those alleged in the class action  lawsuit  described in
the paragraph  above and dropped Mr. Egan as a defendent.  The Company  believes
that this suit is without  merit and intends to defend  vigorously  against this
suit. An unfavorable  outcome of the suit may have a material  adverse effect on
the Company's financial condition or results of operations.

    A  lawsuit  was filed on  January  9,  1997 by Arena  Development  seeking a
determination  as to the  applicability  of the Prevailing Wage Ordinance to the
construction of National Center. The suit was filed in the Seventeenth  Judicial
Circuit in and for Broward County, Florida. The complaint filed alleged that the
Prevailing  Wage  Ordinance  did not apply to the  construction  of the National
Center for two  reasons:  (i) the  Prevailing  Wage  Ordinance  only  applies to
construction  contracts in excess of $250,000 to which Broward County is a party
and Broward  County is not a party to the  construction  contract  between Arena
Development  and the  general  contractor,  and (ii) the  development  agreement
contains all the obligations and  responsibilities  of both parties and does not
include a provision  mandating that Arena  Development  Company Ltd. comply with
the Prevailing Wage Ordinance.  The Prevailing Wage Ordinance  requires that all
contracts to which the  ordinance  applies  must  contain such a provision.  The
lawsuit  asked for a  declaratory  judgment  finding  that the  Prevailing  Wage
Ordinance  did not apply to the  construction  of the  National  Center and that
Arena  Development   Company  Ltd.  could  continue  without  reference  to  the
ordinance.  On February 21, 1997, the Seventeenth  Judicial  Circuit Court ruled
against the Company's complaint,  finding that the Prevailing Wage Ordinance was
applicable.  On March 18, 1998, in a 2-1 decision,  the Fourth District Court of
Appeals affirmed the trial court's finding. On May 8, 1998, the Court of Appeals
denied the Company's  motion for rehearing and the Company decided not to pursue
any further  appeals.  The Company  estimates  it will be liable for  additional
construction costs of up to $6.5 million.

    The  Company  is  not  presently   involved  in  any  other  material  legal
proceedings.  However, the Company may from time to time become a party to legal
proceedings arising in the ordinary course of business,  which are incidental to
the business.  While the results of the legal  proceedings  described  above and
other  proceedings  which  arose in the  normal  course  of  business  cannot be
predicted with certainty,  management  believes that losses,  if any,  resulting
from the ultimate  resolution of these matters will not have a material  adverse
effect on the Company's  consolidated  results of operations,  consolidated cash
flows or consolidated  financial position.  However,  unfavorable  resolution of
each matter individually or in the aggregate could have a material affect on the
consolidated  results of  operations or cash flows for the periods in which they
are resolved.

<PAGE>

Environmental Matters

    Under various federal,  state, and local environmental laws and regulations,
an owner or  operator  of real  estate may be liable for the costs of removal or
remediation  of certain  hazardous  or toxic  substances  on such  property.  In
connection with the ownership and operation of its  properties,  the Company may
be potentially liable for any such costs. Phase I environmental site assessments
(the "Phase I  Assessments")  have been  obtained for the real property on which
each of the Resort  Facilities is located.  In addition,  Phase II environmental
assessments  (the  "Phase  II  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  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 the  Company's  business,  assets,  results of  operations or
liquidity of its Leisure and  Recreation  Business,  nor is the Company aware of
any such material liability or concern.  However, the environmental  assessments
have revealed the presence of limited areas of  contamination on the properties,
some of which will require remediation.  The environmental assessments have also
identified  operations  that are not  strictly  in  compliance  with  applicable
environmental laws or that will need to be upgraded to remain in compliance with
applicable  environmental laws (including  underground storage tanks at a few of
the properties).  The most  significant area of contamination  identified by the
Phase I and Phase II Assessment  involves an area within the maintenance area of
Rolling  Hills  used when  mixing  pesticides  and  herbicides.  Pursuant  to an
agreement with the former owner of Rolling Hills, the Company has the benefit of
an indemnity that the Company believes will defray the costs associated with the
investigation and remediation at this location.

(13)  License and Franchise Agreements

    Upon the  acquisition  of Pier 66,  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 a
reimbursement  of not more than  $15,000  for  out-of-pocket  expenses  incurred
relating to the granting of the franchise and monthly royalty fees equal to 5.0%
of gross room revenue.  The franchise  agreement  also provides for the pro-rata
allocation of certain Hyatt "allocable chain expenses". Aggregate Hyatt fees and
expenses  amounted to $1.3 million for the year ended June 30, 1998 and $398,000
for the period from the Pier 66  acquisition  (March 4, 1997) to June 30,  1997.
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 cash has been utilized for its required  purpose through June
30, 1998.

    Upon the  acquisition  of Bahia Mar,  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 Bahia Mar
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 $422,000 for the year ended June 30, 1998 and $134,000
from the date of Bahia Mar's acquisition (March 4, 1997) to June 30, 1997.

(14)   Management Agreements

    The  Company  is a party to the Pier 66  Management  Agreement  with Pier 66
Management  pursuant to which Pier 66  Management  operates Pier 66. The Pier 66
Management Agreement expires in March 2000 and provides for an annual management
fee of $500,000.

<PAGE>

    The Company is a party to the Bahia Mar Management  Agreement with Bahia Mar
Management  pursuant to which Bahia Mar Management operates Bahia Mar. The Bahia
Mar Management Agreement expires in March 2000 and requires annual fees equal to
2.0% of total revenue.  Management fees under the Bahia Mar Management Agreement
totaled  $394,000  and  $127,000  for the years  ended  June 30,  1998 and 1997,
respectively,   and  are  included  as  a  component  of  Selling,  general  and
administrative expenses.

    The Company is also a party to the Edgewater Resort Management Agreement and
Arizona  Biltmore  Management  Agreement.  The  Edgewater  Management  Agreement
expires in October 1999 and requires annual fees equal to 2.0% of total revenue.
Management  fees  under  the  Edgewater  Resort  Management  Agreement  were not
material for the period from the date of acquisition  through June 30, 1998. The
Arizona Biltmore Management  Agreement expires in April 2008 and provides for an
annual   management  fee  of  $1.0  million  through  April  2001  and  $500,000
thereafter.

(15)   Related Party Transactions

    It is the Company's policy to enter into  transactions  with related parties
on terms that,  on the whole,  are no less  favorable  than those which 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 Chairman,  equal to 1% of total revenue,
excluding all NHL national television  revenue,  enterprise rights and expansion
fees. Such fees totaled  approximately  $2.9 million,  $498,000 and $293,000 for
the years ended June 30, 1998, 1997 and 1996, respectively, and are reflected as
a component of Selling,  general and administrative expenses in the accompanying
Consolidated Statements of Operations.

    In August 1994, the Company's  Chairman  purchased a 50% interest in Leisure
Management  International,  Inc., ("LMI") which manages the Miami Arena pursuant
to a management  agreement (the "Management  Agreement") with Decoma.  Under the
terms of the Management Agreement,  LMI received from Decoma a management fee of
$137,000,  $120,000 and  $109,000  for the years ended June 30,  1998,  1997 and
1996,  respectively.  The Company has also entered into an agreement with LMI to
manage the National Center, which is scheduled to open in October 1998.

    In June 1993,  the Company,  along with an  affiliate,  Panthers  Investment
Venture borrowed $20.0 million bearing interest at LIBOR plus .75% per annum for
the  purpose of  financing a portion of the NHL  franchise  fee.  Following  the
completion  of the IPO, this note was repaid in full.  In  conjunction  with the
IPO, the Chairman received in exchange for this note 4,149,710 shares of Class A
Common Stock and 255,000  shares of Class B Common Stock.  Prior to the IPO, the
Company incurred related party interest expense of $1.6 million and $3.4 million
for the years ended June 30, 1997 and 1996, respectively.

    On March 4, 1997,  the  Company  acquired  all of the  ownership  interests,
comprised of capital stock and  partnership  interests,  of each of the entities
which own,  directly or indirectly,  all of the general and limited  partnership
interests in Pier 66 and Bahia Mar for 8,400,000 shares of Class A Common Stock.
Four of the Company's  directors  collectively  received 2,395,205 shares of the
Company's Class A Common Stock in connection with the acquisitions.

(16)   Operations by Business Segment

    The Company is a holding company, operating in the United States, with major
business  operations in the leisure and recreation and  entertainment and sports
industries.  The following table presents financial  information relating to the
Company's business segments as of and for the years ended June 30 (in 000's):

<PAGE>

                                          1998        1997       1996
                                       ---------   ---------  ---------
  Revenue:
     Leisure and recreation.........   $ 252,603   $  17,567  $      --
     Entertainment and sports.......      43,586      36,695     34,087
                                       ---------   ---------  ---------
                                       $ 296,189   $  54,262  $  34,087
                                       =========   =========  =========
  Amortization and depreciation:
     Leisure and recreation.........   $  17,950   $   1,459  $      --
     Entertainment and sports.......       5,168       4,239      9,815
     Corporate......................          37          --         --
                                       ---------   ---------  ---------
                                       $  23,155   $   5,698  $   9,815
                                       =========   =========  =========
  Operating income (loss):
      Leisure and recreation........   $  52,769   $   4,053  $      --
      Entertainment and sports......    ( 17,503)   ( 10,533)   (20,057)
      Corporate.....................    (  9,814)   (  1,899)        --
                                       ---------   ---------  ---------
                                       $  25,452   $(  8,379) $ (20,057)
                                       =========   =========  =========
  Capital expenditures:
      Leisure and recreation........   $  46,892   $     419  $      --
      Entertainment and sports......         530       1,058        140
      Corporate.....................         384          17         --
                                       ---------   ---------  ---------
                                       $  47,806   $   1,494  $     140
                                       =========   =========  =========
  Assets:
      Leisure and recreation........  $1,046,074   $ 533,493  $      --
      Entertainment and sports......      76,441      65,338     47,760
      Corporate.....................       5,692       1,561         --
                                       ---------   ---------  ---------
                                      $1,128,207   $ 600,392  $  47,760
                                      ==========   =========  =========

(17) Quarterly Financial Information  (Unaudited) (in thousands except per share
     data)

                                          First     Second    Third      Fourth
                                         Quarter    Quarter   Quarter    Quarter
                                        --------  ---------  --------  ---------
Revenue......................... 1998  $ 32,949   $ 76,580   $105,752  $ 80,908
                                 1997  $  1,167   $ 14,216   $ 21,754  $ 17,125

Operating income (loss)......... 1998  $( 9,246)  $  4,451   $ 22,306  $  7,941
                                 1997  $( 3,904)  $ (2,556)  $    782  $ (2,701)

Net income (loss)............... 1998  $(12,157)  $  1,161   $ 13,919  $( 1,650)
                                 1997  $( 5,274)  $ (3,525)  $  1,277  $( 2,738)

Basic and diluted income (loss)  1998  $(  0.38)  $   0.03   $   0.39 $ (  0.05)
 per share...................... 1997  $(  1.00)  $ ( 0.37)  $   0.07 $ (  0.10)
                                                                
<PAGE>

(18)   Income Taxes

    There is no current or  deferred  tax  expense  for the years ended June 30,
1998, 1997 and 1996. The Company  utilized net operating loss  carryforwards  in
1998 and was in a loss  position  in 1997  and  1996.  The  benefits  of  timing
differences have not previously been recorded.

    The deferred tax  consequences  of temporary  differences in reporting items
for financial statement and income tax purposes are recognized,  if appropriate.
Realization  of the future tax  benefits  related to the  deferred tax assets is
dependent on many factors,  including the Company's  ability to generate taxable
income  within  the net  operating  loss  carryforward  period.  Management  has
considered  these  factors  in  reaching  its  conclusion  as to  the  valuation
allowance for financial reporting  purposes.  The income tax effect of temporary
differences  comprising the deferred tax assets and deferred tax  liabilities on
the accompanying Consolidated Balance Sheets is set forth below (in 000's):

                                                          1998           1997
                                                       ----------     ----------
                  Deferred tax assets:
                    Federal tax operating loss and
                     general tax credit carryforwards.. $   5,160     $   6,193
                    Deferred revenue...................     2,297            --
                    Depreciation and other.............        --            81

                  Deferred tax liabilities:
                    Depreciation and other.............  (     361)          --
                    Valuation allowance................  (   6,564)     ( 6,274)
                                                       -----------   ----------
                  Net deferred tax assets.............. $      532   $      --  
                                                       ===========   ========== 

    A  reconciliation  between the statutory  federal income tax expense and the
income tax expense at the Company's effective rate for the period ended June 30,
1998 and 1997 is set forth below (in 000's).  No reconciliation is necessary for
the year ended June 30, 1996 as the Company was organized as a partnership.

                                                       1998           1997
                                                    ---------     ----------
                    Computed expected income tax
                     expense (benefit) based on 
                     statutory federal
                     income tax rate............... $     433      $(  3,488)
                    State income taxes, net of
                     federal benefit...............   (   114)       (   873)
                    Non-deductible amortization....       507            165
                    Adjustments relating to business
                      acquisitions.................   ( 1,906)       ( 2,521)
                    Other..........................       259            444
                    Increase in net operating loss
                       carryforwards...............       821          6,273
                                                    ---------      ---------
                   Provision for income taxes       $      --      $      --  
                                                    =========      =========
                                                                      
<PAGE>

    The Company has available net operating loss  carryforwards of approximately
$13.1  million  for tax  purposes  to  offset  future  taxable  income.  The net
operating loss carryforwards, if not fully utilized, begin to expire in 2012.

(19)   Employee Benefits

    Certain of the Company's  employees are participants in a 401(k) Savings and
Retirement Plan (the "401(k)"), a defined contribution plan for non-players. 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.  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,
1998, 1997 or 1996.

    Boca  Resort  has in  place a  401(a)  Plan  (the  "Boca  Plan")  for  which
substantially  all of Boca Resort's  employees are eligible to participate.  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 has until December 31, 1998 to bring the Boca
Plan into compliance with IRS coverage regulations.

    The Club's NHL hockey  players are covered  under the NHL Club  Pension Plan
and Trust (the "Pension Plan") which is administered by the NHL and represents a
multi-employer  defined  contribution  plan.  The  Club's  contributions  to the
Pension  Plan totaled  $148,000,  $157,000 and $180,000 for the years ended June
30, 1998, 1997 and 1996, respectively.

    The Company has commercial  insurance  coverage to cover  employees'  (other
than players and  coaches)  health care costs for which  employees  make partial
contributions.  Players and coaches are covered under the NHL Medical and Dental
Plan administered by the NHL, for which the Company pays 100% of the premiums.

(20)  Subsequent Event

     In August 1998, the Company closed in escrow,  subject to receiving certain
zoning  approvals,  on  approximately  200 acres of undeveloped  land located in
Collier County, Florida for $19.7 million.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

    None.

<PAGE>

                                    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  1998 Annual Meeting of  Stockholders  and is  incorporated  herein by
reference.

<PAGE>


                                     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/A on May 15, 1998 relating
     to the  acquisition  of Arizona  Biltmore and reporting  certain  financial
     information  related  thereto and  Current  Report on Form 8-K on April 23,
     1998 relating to the acquisition of Edgewater Resort and reporting  certain
     factual information related thereto.

<PAGE>


                                   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.

                                    FLORIDA PANTHERS HOLDINGS, INC.

August 14, 1998                     By:           /s/ WILLIAM M.PIERCE
                                                      William M. Pierce
                                                      Senior Vice President, 
                                                       Treasurer and Chief
                                                       Financial Officer


    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
or  her  true  and  lawful   attorney-in-fact  and  agent  with  full  power  of
substitution  and  resubstitution,  for him or her and in his or her 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 or she 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.

      Signature                            Title                 Date

                                      Chairman of the Board     August 14, 1998
/s/___________________                (Principal Executive
H. Wayne Huizenga                     Officer)

/s/___________________                Vice Chairman and         August 14, 1998
Richard C. Rochon                     President


/s/___________________                Chief Financial           August 14, 1998
William M. Pierce                     Officer,Treasurer 
                                      and Senior Vice                         
                                      President
                                      (Principal Financial
                                      Officer)
                                                                    

/s/___________________                Vice President and        August 14, 1998
Steven M. Dauria                      Corporate Controller
                                      (Principal
                                      Accounting Officer)

/s/___________________                Director                  August 14, 1998
Steven R. Berrard

/s/___________________                Director                  August 14, 1998
Dennis J. Callaghan

/s/___________________                Director                  August 14, 1998
Michael S. Egan

/s/___________________                Director                  August 14, 1998
Chris Evert

/s/___________________                Director                  August 14, 1998
Harris W. Hudson

/s/___________________                Director                  August 14, 1998
George D. Johnson, Jr.

/s/___________________                Director                  August 14, 1998
Henry Latimer

<PAGE>


                                  EXHIBIT INDEX


                     Exhibits            Description Of Exhibit
                     --------            ----------------------
                     2.1      -- Exchange Agreement dated October 25,  
                              1996 by and between the
                              Company and H. Wayne Huizenga. (1)
                     2.2      -- Purchase Agreement dated October 
                              25, 1996 by and between Decoma Investment, 
                              Inc. II and Decoma Investment, Inc. 
                              III.(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 (4)
                     2.10     --  Merger  Agreement,  dated  July 8,
                              1997,   by  and  among  the   Company,
                              FPH/RHI     Merger    Corp.,     Inc.,
                              ResortHill, Inc. and Gary V. Chensoff. (5)
                     2.11     -- Agreement  and Plan of Merger dated
                              as of  November  17, 1997 by and among
                              the  Company   and  Florida   Panthers
                              Holdings, Inc.,a Delaware corporation.  (4)
                     2.12     -- Contribution and Exchange Agreement 
                              dated as of December 19, 1997, by and 
                              among Florida Panthers Holdings, Inc., 
                              Wright-Bilt Corp., Biltmore Hotel Partners, 
                              AZB Limited Partnership, W&S Realty
                              Investment Group, L.L.C., Samuel Grossman, 
                              Charles Carlisle,
                              W. Matthew Crow, AZ Biltmore Hotel Limited
                              Partnership, Southwest Associates, El 
                              Camino Associates and the Crow
                              Irrevocable Trust.  (6)
                    4.1       --   Amended   and    Restated    Loan
                              Agreement,  dated June 25, 1997, among
                              Panthers  BRHC   Limited,   the  banks
                              listed on the  signature  page thereto
                              and the Bank of Nova Scotia. (5)
                    10.1      --  Broward   County   Arena   License
                              Agreement,  dated as of June 4,  1996,
                              by and between Florida Panthers Hockey
                              Club, Ltd.,  Arena Operating  Company,
                              Ltd., and Broward County, Florida.
                              (1)
                    10.2      -- Broward County Arena Operating Agreement,
                              dated as of June 4, 1996, by and between 
                              Arena Operating Company, Ltd. and
                              Broward County, Florida. (1)
                    10.3      -- Amendment and Clarification to Operating 
                              Agreement and License Agreement, dated 
                              as of June 4, 1996, by and between
                              Florida Panthers Hockey Club, Ltd., 
                              Arena Operating Company, Ltd. and Broward 
                              County, Florida. (1)
                    10.4      -- Broward County Arena Development 
                              Agreement, dated as of June 4, 1996, 
                              by and between Arena Development 
                              Company, Ltd. and Broward County, 
                              Florida. (1)
                    10.5      -- Employment Agreement by and between
                              William A. Torrey and the Company. (1)
                    10.6      -- Management Agreement by and between
                              the Company and Huizenga Holdings, 
                              Inc. (1)

<PAGE>

                    10.7      -- Miami Arena  Contract,  dated as of
                              October 10, 1986,  as amended,  by and
                              between  Miami  Sports and  Exhibition
                              Authority and Decoma Miami Associates,
                              Ltd. (1)
                    10.8      --  First  Amendment  to  Miami  Arena
                              Contract  and  Agreement,  dated as of
                              December  13,  1990,  by  and  between
                              Miami Sports and Exhibition  Authority
                              and Decoma Miami Associates, Ltd. (1)
                    10.9      -- Arena Management  Agreement,  dated
                              as of October 10, 1986, by and between
                              Decoma Venture and Facility Management
                              and Marketing  (predecessor to Leisure
                              Management International). (1)
                    10.10     -- 1996 Stock Option Plan. (1)
                    10.11     -- Concession  Agreement,  dated as of
                              April  4,  1995,  as  amended,  by and
                              between City of Coral Springs, Florida
                              and Can Am Investment Group, Inc. (2)
                    10.12     -- Assignment of Concession Agreement, 
                              dated as of January 31, 1997, by and 
                              between Coral Springs Ice, Ltd. and 
                              Florida Panthers Holdings, Inc. (2)
                    10.13     -- Hotel Management Agreement(Pier 66),
                              by and between 2301 SE 17th St., Ltd.
                              and Rahn Pier Mgt., Inc. (3)
                    10.14     -- Hotel Management Agreement (Bahia Mar),
                              by and between 2301 Rahn Bahia Mar, Ltd. 
                              and Rahn Bahia Mar Mgmt., Inc. (4)
                    21.1      -- Subsidiaries of the Company 
                    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.
                    27.1      -- 1998 Financial Data Schedule (for SEC use only)
----------
     (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  Current Report on Form 8-K
          filed on February 18, 1997 -- SEC File No. 0-21435
     (3)  Incorporated  by  reference  to  the  Company's   Definitive   Consent
          Solicitation Statement filed on March 4, 1997 -- SEC File No.
          0-21435
     (4)  Incorporated by reference to the Company's  Registration  Statement on
          Form S-4 -- SEC File 333-28951
     (5)  Incorporated by reference to the Company's  Registration  Statement on
          Form S-1 -- SEC File No. 333-30925
     (6)  Incorporated by reference to the Company's  Current Report on Form 8-K
          Filed on March 5, 1998, as amended by the Company's  Current Report on
          Form 8-K/A filed on May 15, 1998 - SEC File No. 1-13173
     (7)  Incorporated by reference to the Company's  Annual Report on Form 10-K
          for the fiscal year ended June 30, 1997 -- SEC File No. 1-13173