~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~10-Q

~~FORM~~(Mark ~~10-Q~~One)

~~(Mark~~þ ~~One~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004

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


		OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________

Commission file number: 1-13173

BOCA RESORTS, INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

As of November 31, ~~2003~~2004, there were 39 40,~~095~~059,~~578~~226 shares of Class A Common Stock, $.01 par value per share, and 255,000 shares of Class B Common Stock, $.01 par value per share, outstanding.

~~TABLE~~Part OFI ~~CONTENTS~~– Financial Information

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

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

BOCA RESORTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(000’s ~~omitted~~Omitted, ~~except~~Except ~~share data~~Share Data)

(Unaudited)

		September 30,		~~September 30,~~		June 30,		~~June 30,~~
				2003				2003
		2004				2004
ASSETS
Current assets:
Cash and cash equivalents	~~Cash and cash equivalents~~	$	42,413	$	~~7,198~~	$	47,587	$	~~8,110~~
Restricted cash	~~Restricted cash~~		126		~~613~~		138		~~641~~
Accounts receivable, net	~~Accounts receivable, net~~		18,983		~~16,184~~		18,616		~~20,960~~
Inventory	~~Inventory~~		6,956		~~6,472~~		6,774		~~6,616~~
Current portion of Premier Club notes receivable	~~Current portion of Premier Club notes receivable~~		4,618		~~3,688~~		5,301		~~3,631~~
Other current assets	~~Other current assets~~		6,131		~~3,424~~		7,019		~~3,238~~
Total current assets		~~Total current assets~~	79,227		~~37,579~~		85,435		~~43,196~~
Property and equipment, net			805,009		~~822,096~~		808,734		~~823,681~~
Intangible assets, net			35,937		~~35,937~~		35,937		~~35,937~~
Long-term portion of Premier Club notes receivable			10,302		~~8,522~~		10,516		~~8,157~~
Other assets			8,102		~~8,900~~		7,961		~~9,179~~
Total assets		~~Total assets~~$	938,577	$	~~913,034~~	$	948,583	$	~~920,150~~
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	~~Accounts payable and accrued expenses~~	$	26,505	$	~~35,410~~	$	30,708	$	~~33,515~~
Current portion of deferred revenue and advance deposits	~~Current portion of deferred revenue and advance deposits~~		33,781		~~32,446~~		26,095		~~23,288~~
Net liabilities of discontinued operations	~~Net liabilities of discontinued operations~~		1,045		~~1,074~~		1,045		~~1,074~~
	Current portion of credit line and note payable				20				79
Total current liabilities			61,331				57,848
		Total current liabilities			68,950				57,956
Deferred revenue, net of current portion			32,033				31,172
Credit line and note payable					15,000				18,000
Other liabilities			9,660				9,560
Deferred revenue, net of current portion					33,431				33,498
Deferred income taxes			46,677				56,553
Other liabilities					9,560				9,560
Credit line and note payable			200,000				—
Deferred income taxes					28,194				34,242
Senior subordinated notes payable			—				190,145
Senior subordinated notes payable					190,145				190,145
Premier Club refundable membership fees			53,603				54,198
Premier Club refundable membership fees					56,117				56,700
Total liabilities			403,304				399,476
		Total liabilities			401,397				400,101
Commitments and contingencies
Commitments and contingencies
Shareholders’ equity:
Shareholders’ equity:
Class A Common Stock, $.01 par value, 100,000,000 shares authorized and 40,018,789 and 39,919,579 shares issued and outstanding at September 30, 2004 and June 30, 2004, respectively			400				399
	Class A Common Stock, $.01 par value, 100,000,000 shares authorized and 39,095,578 and 39,035,078 shares issued and outstanding at September 30, 2003 and June 30, 2003, respectively				391				390
Class B Common Stock, $.01 par value, 10,000,000 shares authorized and 255,000 shares issued and outstanding at September 30, 2004 and June 30, 2004			3				3
	Class B Common Stock, $.01 par value, 10,000,000 shares authorized and 255,000 shares issued and outstanding at September 30, 2003 and June 30, 2003.				3				3
Contributed capital			472,251				470,586
	Contributed capital				460,667				459,548
Retained earnings			62,619				78,119
	Retained earnings				50,576				60,108
Total shareholders’ equity			535,273				549,107
		Total shareholders’ equity			511,637				520,049
Total liabilities and shareholders’ equity		$	938,577			$	948,583
		Total liabilities and shareholders’ equity		$	913,034			$	920,150

See accompanying notes to condensed consolidated financial statements.

~~Table~~BOCA ofRESORTS, ~~Contents~~INC.

~~BOCA~~CONDENSED ~~RESORTS,~~CONSOLIDATED ~~INC.~~STATEMENTS OF OPERATIONS

~~CONDENSED~~For ~~CONSOLIDATED~~the ~~STATEMENTS~~Three ~~OF OPERATIONS~~ Months Ended September 30

~~For~~(000’s ~~the~~Omitted, ~~Three~~Except ~~Months~~Per ~~Ended September 30~~ Share Data)

(~~000’s omitted, except per share data~~Unaudited)

(Unaudited)


	2004			2003
Leisure and recreation revenue	$	48,794		$	46,989
Operating expenses:
Cost of leisure and recreation services		27,165			26,614
Selling, general and administrative expenses		20,467			20,889
Depreciation		9,227			9,962
Loss on early retirement of debt		13,088			—

Total operating expenses		69,947			57,465

Operating loss		(21,153	)		(10,476	)
Interest and other income		106			59
Interest expense		(4,156	)		(5,082	)

Loss before benefit for income taxes		(25,203	)		(15,499	)
Benefit for income taxes		9,703			5,967

Net loss	$	(15,500	)	$	(9,532	)


Net loss per share – basic and diluted	$	(.39	)	$	(.24	)


Weighted average shares used in computing net loss per share – basic and diluted		40,242			39,325

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

See accompanying notes to condensed consolidated financial statements.

3 ~~See accompanying notes to consolidated financial statements.~~

2BOCA RESORTS, INC.

~~Table~~CONDENSED ofCONSOLIDATED ~~Contents~~STATEMENTS OF CASH FLOWS

~~BOCA~~For ~~RESORTS,~~the ~~INC.~~ Three Months Ended September 30

~~CONDENSED~~(000’s ~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~ Omitted)

~~For the Three Months Ended September 30~~ (Unaudited)

(000’s omitted)


	2004			2003
Operating activities:
Net loss	$	(15,500	)	$	(9,532	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		9,227			9,962
Loss on early retirement of debt		13,088			—
Non-cash compensation expenses		—			453
Benefit for deferred income taxes		(9,703	)		(5,967	)
Changes in operating assets and liabilities
Accounts receivable		(367	)		4,776
Other assets		2,159			(185	)
Accounts payable and accrued expenses		(4,027	)		4,993
Deferred revenue and other liabilities		8,052			8,508

Net cash provided by operating activities		2,929			13,008

Investing activities:
Capital expenditures		(5,680	)		(11,475	)
Change in restricted cash		12			28

Net cash used in investing activities		(5,668	)		(11,447	)

Financing activities:
Borrowings under credit facility		200,000			5,000
Redemption of senior subordinated notes payable		(190,145	)		—
Call premium to redeem senior subordinated notes payable		(9,388	)		—
Debt issuance costs		(4,395	)		—
Payments under credit facility		—			(8,059	)
Proceeds from exercise of stock options		1,493			586

Net cash used in financing activities		(2,435	)		(2,473	)

Cash used in operations		(5,174	)		(912	)
Cash and cash equivalents, at beginning of period		47,587			8,110

Cash and cash equivalents, at end of period	$	42,413		$	7,198

See accompanying notes to condensed consolidated financial statements. ~~(Unaudited)~~

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

~~See~~BOCA ~~accompanying~~RESORTS, ~~notes to consolidated financial statements~~INC.

3NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~1. Basis of ~~Contents~~Presentation

Unless the context otherwise indicates, references to “we”, “us” and “our” ~~BOCA~~mean ~~RESORTS~~Boca Resorts, ~~INC~~Inc., a company incorporated in Florida in 1996 and re-incorporated in Delaware in 1997.

The accompanying Unaudited Condensed Consolidated Financial Statements ~~NOTES~~have TObeen ~~UNAUDITED~~prepared ~~CONDENSED~~in accordance with generally accepted accounting principles ~~CONSOLIDATED~~for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial information furnished in this ~~FINANCIAL~~report ~~STATEMENTS~~reflects all material adjustments (including normal recurring accruals) necessary for a fair presentation of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year primarily due to seasonal variations and because the three months ended September 30, 2004 include a loss on the early extinguishment of debt. See Note 6. All significant intercompany accounts have been eliminated.

12. ~~Basis~~ Nature of Operations ~~Presentation~~

~~The~~We ~~accompanying~~are ~~Unaudited~~an ~~Condensed~~owner ~~Consolidated Financial~~and ~~Statements~~operator of ~~Boca~~five ~~Resorts,~~distinctive ~~Inc.~~destination ~~and subsidiaries (the~~resorts ~~“Company”)~~located ~~have been prepared~~ in ~~accordance~~Florida with ~~generally~~ ~~accepted~~hotels, ~~accounting~~conference ~~principles~~facilities, ~~for~~golf ~~interim~~courses, ~~financial~~spas, ~~statements~~marinas and ~~with~~private ~~the~~clubs. ~~instructions~~We tohave ~~Form 10-Q~~focused ~~and Article 10~~on ofthe ~~Regulation~~luxury ~~S-X.~~and ~~Accordingly,~~upscale ~~they do not~~resort ~~include~~segment ~~all~~because ofwe ~~the~~believe ~~information~~these ~~and~~segments ~~footnotes~~outperform ~~required~~other bylodging industry ~~generally~~segments, ~~accepted~~particularly ~~accounting~~in ~~principles~~times ~~for~~of ~~complete~~economic ~~financial statements~~downturn.

InOur resorts include the ~~opinion~~Boca ofRaton ~~management~~Resort & Club (Boca Raton), the ~~financial~~ ~~information~~Registry ~~furnished~~Resort inat ~~this~~Pelican ~~report~~Bay ~~reflects~~(Naples), ~~all~~the ~~material adjustments~~Edgewater Beach Hotel (~~including~~Naples), the ~~normal~~Hyatt ~~recurring~~Regency ~~accruals~~Pier 66 Hotel and Marina (Fort Lauderdale) ~~necessary~~and ~~for~~the Radisson aBahia ~~fair~~Mar ~~presentation~~Resort ofand ~~the~~Yachting ~~results~~Center ~~for~~(Fort ~~the~~Lauderdale). ~~interim~~We ~~periods~~also own and ~~presented.~~operate ~~The~~two ~~results~~golf ofclubs ~~operations~~located ~~for~~in ~~the~~Florida ~~three~~(Grande ~~months~~Oaks ~~ended~~Golf Club in Fort ~~September 30,~~Lauderdale ~~2003~~and ~~are~~Naples ~~not~~Grande ~~necessarily~~Golf ~~indicative~~Club ofin ~~the~~Naples) that serve as additional ~~results~~amenities to beour ~~expected~~resorts, ~~for~~as ~~the~~well ~~entire~~as ~~year~~components ~~primarily~~of ~~due~~our toexclusive social club, ~~seasonal~~known ~~variations~~as the Premier Club. ~~All~~In ~~significant~~addition, ~~intercompany~~we ~~accounts~~own ~~have~~and operate two golf courses in ~~been~~Boca ~~eliminated~~Raton that are part of the Boca Raton Resort & Club.

23. ~~Nature~~ ofLoss Per Common Share ~~Operations~~

~~The~~Loss ~~Company~~per isshare anequals ~~owner~~net ~~and~~loss ~~operator~~divided ofby ~~five luxury~~the ~~resorts~~number ~~located~~of inweighted ~~Florida, with hotels, conference~~average ~~facilities,~~common ~~golf~~shares ~~courses, spas, marinas and private clubs~~outstanding. ~~The~~ ~~Company’s~~Options ~~resorts~~to ~~include~~purchase ~~the~~shares ~~Boca~~of ~~Raton~~common ~~Resort~~stock &totaling ~~Club (Boca~~6.5 million ~~Raton),~~and ~~the Registry Resort at Pelican Bay (Naples), the~~6.8 million ~~Edgewater~~were ~~Beach~~outstanding ~~Hotel~~during ~~(Naples),~~ the ~~Hyatt~~three ~~Regency~~months ~~Pier~~ended ~~66 Resort and Marina (Fort Lauderdale)~~September 30, ~~and~~2004 ~~the Radisson Bahia Mar Resort~~ and ~~Yachting Center (Fort Lauderdale). The Company also owns and operates two golf clubs located in Florida~~2003, ~~Grande Oaks Golf~~ ~~Club in Davie and Naples Grande Golf Club in Naples~~respectively, ~~and~~but ~~owns and~~were ~~operates~~not ~~two~~included ~~golf courses~~ in ~~Boca~~the ~~Raton~~computation ~~that~~of ~~are~~loss ~~part~~per ofshare because the ~~Boca~~ ~~Raton~~effect ~~Resort~~would &be ~~Club~~antidilutive.

34. ~~Earnings/(Loss) Per~~ ~~Common~~Stock ~~Share~~Option Plan

We grant stock options for a fixed number of shares to employees with an ~~Basic~~exercise ~~earnings/(loss)~~price ~~per~~equal ~~share~~to ~~equals~~the ~~net~~fair value of the shares at the date of grant. We ~~income/(loss)~~account ~~divided~~for bythe options granted under the ~~number~~intrinsic value method, which follows the recognition and measurement principles of ~~weighted~~Accounting ~~average~~Principals ~~common~~Board ~~shares~~Opinion ~~outstanding~~No. 25, ~~Diluted~~“Accounting ~~earnings/~~for Stock Issued to Employees.” No stock-based employee compensation cost is reflected in net income, except for certain non-cash compensation expenses associated with the modification in terms of stock option awards, which totaled $453,000 (~~loss~~or $279,000 net of benefit for income taxes) ~~per~~during ~~share~~the ~~includes~~three months ended September 30, 2003. The following table summarizes the ~~effects~~effect of accounting ~~common~~for stock ~~equivalents~~option toawards as if the ~~extent~~fair ~~they~~value ~~are~~recognition provisions ~~dilutive.~~of Statement of

~~Options to purchase shares of common stock totaling 6.8 million and 6.~~5 ~~million were outstanding~~ ~~during the three months ended September 30, 2003 and 2002, respectively, but were not included in the computation of loss per share because the effect would be antidilutive.~~

~~4. Stock~~BOCA ~~Option~~RESORTS, INC. ~~Plan~~

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

4 Financial Accounting Standard (“SFAS”) No. 123, as amended by SFAS No. 148, had been applied for the three months ended September 30, 2004 and 2003 (000’s omitted):


	2004			2003
Net loss as reported	$	(15,500	)	$	(9,532	)

Add: total stock based compensation included in the determination of net loss, net of related tax effects		—			279

Less: total stock based compensation determined under fair value based method for awards, net of related tax effects		(394	)		(377	)


Pro forma net loss	$	(15,894	)	$	(9,630	)


Net loss per share – basic and diluted, as reported	$	(.39	)	$	(.24	)


Net loss per share – basic and diluted, Pro forma	$	(.40	)	$	(.24	)

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED


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

5. Shareholders’ Equity ~~FINANCIAL~~ ~~STATEMENTS — (Continued)~~

~~Accounting~~ The ~~Standard~~accompanying ~~(“SFAS”) No. 123,~~table assets ~~amended~~forth bythe ~~SFAS~~components ~~No. 148,~~of ~~had~~the ~~been~~change ~~applied~~in shareholders’ equity for the three months ended September 30, 2004 (000’s omitted):

	2003			2002
	Class A						Class B
Net loss as reported	$	(9,532	)	$	(9,071	)
	Common Stock						Common Stock
Less: total stock based compensation determined under fair value based method for awards, net of related tax effects		(377	)		(408	)
	Number						Number									Total
Pro forma net loss	$	(9,909	)	$	(9,479	)
	of						of				Contributed		Retained			Shareholders'
Net loss per share — basic and diluted, as reported	$	(.24	)	$	(.23	)
	Shares			Amount			Shares		Amount		Capital		Earnings			Equity
Net loss per share — basic and diluted, Pro forma	$	(.25	)	$	(.24	)
Balance, June 30, 2004		39,920		$	399			255	$	3	$	470,586	$	78,119		$	549,107
Net loss		—			—			—		—		—		(15,500	)		(15,500	)
Exercise of stock options		99			1			—		—		1,492		—			1,493
Tax deduction associated with exercise of stock options		—			—			—		—		173		—			173
Balance, September 30, 2004		40,019		$	400			255	$	3	$	472,251	$	62,619		$	535,273

~~The~~6. ~~fair~~Loss ~~value~~on ~~for~~Early ~~these~~Retirement ~~options was estimated at the date~~ of ~~grant using a Black-Scholes option-pricing model~~Debt ~~with the following assumptions for the three months ended~~ ~~September 30:~~

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

In July 2004 we closed on a new $325.0 million senior credit facility. The senior credit facility consists of a term loan in the principal amount of $200.0 million, which matures in July 2009 and a revolving credit facility in the principal amount of $125.0 million, which expires in July 2007. The interest rate on the new facility is tied to consolidated leverage ratios, but generally ranges from LIBOR plus 225 basis points to 250 basis points on the term loan and from LIBOR plus 175 basis points to 250 basis points on the revolver. The proceeds of the term loan were used in August 2004 to redeem in full our outstanding $190.1 million principal amount of senior subordinated notes payable. As a result, we recorded a loss on the early retirement of debt during the quarter ending September 30, 2004 of approximately $13.1 million, which includes a $9.4 million premium paid to redeem the notes, together with the write-off of $3.7 million in debt issuance costs previously capitalized in connection with the issuance of the notes.

~~Table~~BOCA ofRESORTS, ~~Contents~~INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

7. Subsequent Event

We entered into an Agreement and Plan of Merger, dated as of October 20, 2004 (the “Merger Agreement”), with Baton Holdings Inc., a Delaware corporation (“Parent”), and Baton Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into us (the “Merger”), and we will continue as the surviving corporation. Parent and Merger Sub are affiliates of The Blackstone Group. As a result of the Merger, we will become a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of our Class A common stock, par value $.01 per share, and each outstanding share of our Class B common stock, par value $.01 per share (collectively, the “Shares”), other than any Shares owned by us, Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of us, or by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, shall be canceled and shall be converted automatically into the right to receive $24.00 in cash, without interest.

The Merger is conditioned, among other things, on the adoption of the Merger Agreement by our stockholders and the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Concurrent with the execution of the Merger Agreement, H. Wayne Huizenga, the Chairman of our Board of Directors and our Chief Executive Officer and Huizenga Investments Limited Partnership (“HILP”), a Nevada limited partnership controlled by Mr. Huizenga, entered into a Voting Agreement (the “Voting Agreement”) with Parent. Pursuant to the Voting Agreement, Mr. Huizenga has agreed to vote his shares of Class B common stock, which represent approximately 98% of our voting power, in favor of the Merger and against any proposal or action that could reasonably be expected to interfere with the Merger.

We may terminate the Merger Agreement under certain circumstances, including prior to the adoption of the Merger Agreement by our stockholders if our board of directors determines in good faith, in the exercise of its fiduciary duties, that it has received an unsolicited bona fide “superior proposal”, as defined in the Merger Agreement, and otherwise complies with certain terms of the Merger Agreement (including giving Parent the opportunity to make an offer that is at least as favorable to our stockholders as such “superior proposal”). In connection with such termination we must pay a fee of $38 million to Parent. The Voting Agreement will terminate upon any termination of the Merger Agreement. In certain other circumstances the Merger Agreement provides for Parent or us to pay to the other party a fee of $38 million upon termination of the Merger Agreement.

The foregoing descriptions of the Merger Agreement and the Voting Agreement (the “Agreements”) do not purport to be complete and are qualified in their entirety by reference to the Agreements, which are filed as exhibits to our Current Report on Form 8-K filed on October 21, 2004 and are incorporated herein by reference.

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

This report may not contain all the information that is important to you and should be read together with the Annual Report on Form 10-K for the fiscal year ended June 30, ~~2003~~2004, including the disclosure relating to ~~critical~~ critical accounting policies in Management’s Discussion and Analysis. The Securities and Exchange Commission (“SEC”) has requested that all registrants list their most “critical accounting policies” in MD&A. The SEC indicated that a “critical accounting policy” is one that is both important to the portrayal of our financial position and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Overview

We are an owner and operator of five distinctive destination resorts located in Florida with hotels, conference facilities, golf courses, spas, marinas and private clubs. We have focused on the luxury and upscale resort segment because we believe these segments outperform other lodging industry segments, particularly in times of economic downturn.

Our resorts include the Boca Raton Resort & Club (Boca Raton), the Registry Resort at Pelican Bay (Naples), the Edgewater Beach Hotel (Naples), the Hyatt Regency Pier 66 Hotel and Marina (Fort Lauderdale) and the Radisson Bahia Mar Resort and Yachting Center (Fort Lauderdale). We also own and operate two golf clubs located in Florida (Grande Oaks Golf Club in Fort Lauderdale and Naples Grande Golf Club in Naples) that serve as additional amenities to our resorts, as well as, components of our exclusive social club, known as the Premier Club. In addition, we own and operate two golf courses in Boca Raton that are part of the Boca Raton Resort & Club.

Our resorts possess considerable competitive and operational strengths. They are unique, irreplaceable assets in desirable waterfront locations with strong name recognition and positioning in their respective markets. We believe it would be difficult for potential competitors to replicate our resorts and, therefore, we benefit from high barriers to entry. Our resorts provide us with multiple, diverse revenue streams and primarily attract corporate groups and affluent leisure customers. We further believe that each of our properties is well positioned to maintain or increase market share. We historically increased revenue and cash flow in large part through the development of additional guestrooms and resort amenities at our existing properties and believe there are additional opportunities for development initiatives to our portfolio in the future.

Business Philosophy

~~The~~Our ~~Company’s~~objective ~~business strategy~~ is to ~~focus~~enhance shareholder value principally through onimprovements ~~internal~~in ~~expansion~~earnings, ~~and~~cash ~~development~~flow ~~opportunities~~and atthe ~~its existing~~quality ~~resort~~of ~~properties~~our resorts. ~~However,~~ While management continuously evaluates ownership, acquisition and divestiture alternatives, we continue to pursue internal expansion and development ~~with~~opportunities ~~the~~at ~~intention~~our existing properties. See Note 7 of ~~maximizing~~the ~~shareholder~~Condensed Consolidated ~~value~~Financial Statements, which discusses the merger agreement we entered into on October 20, 2004.

Seasonality

The resort operations are generally seasonal. The resorts historically experience greater revenue, costs and income in the ~~second~~third and ~~third~~fourth quarters of the fiscal year ended June 30 due to increased occupancy and room rates ~~during~~ during the winter and spring months. Historically, approximately 16%, 2523%, 3536% and 2425% of annual revenue has been derived during the first, second, third and fourth fiscal quarters, respectively.

Hurricanes ~~Events of September 11, 2001~~

~~During~~We ~~the~~face ~~three-month~~a ~~period~~variety ~~following~~of ~~the September 11,~~risks ~~2001~~relating ~~terrorist~~to ~~attacks~~travel onincluding ~~New~~disruption ~~York’s~~caused ~~World~~by ~~Trade~~natural ~~Center~~disaster ~~towers~~such ~~and~~as ~~on the Pentagon~~hurricanes, ~~the Company’s~~which ~~results~~are ofcommon ~~operations~~to ~~were~~South ~~adversely~~Florida. During ~~affected~~the ~~by travel~~three ~~disruption~~months ~~and~~ended ~~short-term~~September 30, ~~cancellation~~2004 ofHurricanes ~~group~~Charley, ~~bookings~~Frances atand ~~its~~Jeanne ~~properties.~~interrupted ~~The~~our ~~Company’s~~business. ~~operating~~While ~~results~~we ~~continue to~~experienced ~~track modestly below pre-September 11, 2001 levels.~~only

8 ~~Non-GAAP Financial Measures~~

~~This~~minor ~~quarterly~~landscaping ~~report~~damage ~~on Form 10-Q contains a non-GAAP financial measure, within the meaning of applicable Securities~~ and ~~Exchange~~clean ~~Commission~~up ~~rules~~efforts, ~~which~~ we ~~believe~~were ~~is useful~~required to ~~investors. This financial measure is loss before~~ ~~extraordinary~~evacuate ~~and non-recurring items, interest expense, interest income, income taxes, depreciation and amortization (“LBITDA”). LBITDA is used by management, the lodging industry and~~ certain ~~investors as an indicator~~ of ~~the Company’s~~our ~~historical~~resorts ~~ability~~as ~~to service debt, to sustain potential future increases in debt and to satisfy capital requirements. However, LBITDA is not intended to represent cash flows for~~ the ~~period.~~storms Inapproached ~~addition~~landfall, ~~it has not been presented as~~which anadversely ~~alternative~~affected toour ~~either~~results ~~(a) operating income or loss (as determined by GAAP) as an indicator~~ of ~~operating performance or (b) cash flows from operating, investing and financing activities (as determined by GAAP) and is thus susceptible to varying calculations~~operations. ~~LBITDA as presented may not be comparable~~ ~~to other similarly titled measures of other companies.~~

6Historical Results

~~Table~~ The ofaccompanying ~~Contents~~table sets forth the operating results for the three months ended September 30 (000’s omitted):

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


	2004			2003
Leisure and recreation revenue	$	48,794		$	46,989
Operating expenses:
Cost of leisure and recreation services		27,165			26,614
Selling, general and administrative expenses:
Leisure and recreation		18,815			18,865
Corporate		1,652			2,024
Depreciation:
Leisure and recreation		9,174			9,909
Corporate		53			53
Loss on early retirement of debt		13,088			—

Total operating expenses		69,947			57,465

Operating loss:
Leisure and recreation		(6,360	)		(8,399	)
Corporate		(14,793	)		(2,077	)

Total operating loss		(21,153	)		(10,476	)
Interest and other income		106			59
Interest expense		(4,156	)		(5,082	)

Loss before benefit for income taxes		(25,203	)		(15,499	)
Benefit for income taxes		9,703			5,967

Net loss	$	(15,500	)	$	(9,532	)


Net cash provided by operating activities	$	2,929		$	13,008

Net cash used in investing activities	$	(5,668	)	$	(11,447	)

Net cash used in financing activities	$	(2,435	)	$	(2,473	)

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

We derive all significant revenue from a single line of business, hotel and resort real estate ownership, which we characterize as leisure and recreation revenue. Corporate expenses have been segregated in the preceding table and in the accompanying discussion because they largely relate to public company compliance costs and corporate governance expenses.

The accompanying table ~~reconciles~~sets ~~LBITDA~~forth toadditional ~~loss before~~operating ~~benefit~~data for ~~income taxes,~~ the ~~most comparable GAAP measure, for the~~ three months ended September 30 (000’s omitted, except operating statistics):

	2003			2002
	2004			2003			% Change
LBITDA	$	(61	)	$	(223	)
Revenue:
Less: Depreciation		(9,962	)		(8,946	)
Room revenue	$	17,431		$	16,297			7	%
Less: Interest expense		(5,082	)		(5,611	)
Non-room related revenue		31,363			30,692			2	%
Less: Non-recurring, non-cash compensation expense		(453	)		—
Total leisure and recreation revenue	$	48,794		$	46,989			4	%
Plus: Interest income		59			30
Operating Statistics:
Loss before benefit for income taxes	$	(15,499	)	$	(14,750	)
Available room nights		213,072			213,164			—
Average daily rate	$	136.55		$	132.61			3	%
Occupancy		59.9	%		57.7	%		4	%
Room revenue per available room	$	81.81		$	76.45			7	%
Total leisure and recreation revenue per available room	$	229.01		$	220.43			4	%

~~The~~Leisure ~~accompanying~~and ~~table~~Recreation ~~sets forth additional~~Revenue ~~operating data for the three months ended September 30~~ ~~(000’s omitted, except operating statistics):~~

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

We generate a diversified stream of revenue. Leisure and recreation revenue totaled $48.8 million and $47.0 million for the three months ended September 30, 2004 and 2003, respectively. Non-room revenue, which represented over 60% of leisure and recreation revenue for each period presented, was derived from sources such as food and beverage sales, yachting and marina revenue, spa revenue, golf revenue, Premier Club membership fees and dues, retail sales and other resort amenities.

~~Table~~ The $1.8 million increase in revenue for the three months ended September 30, 2004, compared to the three months ended September 30, 2003, resulted from increases in occupancy at each of ~~Contents~~our properties (contributing $650,000 of the increase to revenue), increases to average daily rate (contributing $484,000 of the increase to revenue), as well as increased revenue derived from non-room sources such as food and beverage revenue, yachting and marina revenue, and spa revenue (contributing $671,000 of the increase to revenue). We believe increases in resort occupancy and rate are largely the result of an improving economic landscape, significant property enhancements, the high quality of our assets, our commitment to quality customer service resulting in strong guest loyalty and a favorable market mix that combines high-end leisure travelers and corporate groups.

Leisure and Recreation ~~Revenue~~Operating Expenses

~~Leisure~~Cost of leisure and recreation ~~revenue~~services totaled $4727.02 million, ~~and~~or ~~$46.3 million~~56% of revenue, for the three months ended September 30, ~~2003~~2004, compared to cost of leisure and ~~2002,~~recreation ~~respectively~~services of $26.6 million, ~~The~~or ~~slight increase~~57% inof revenue, for the three months ended September 30, 2003,. ~~compared~~Cost toof ~~the~~leisure ~~three~~and ~~months~~recreation ~~ended~~services ~~September 30,~~primarily ~~2002,~~consisted ~~followed~~of ~~increases~~direct incosts ~~revenue~~to atservice ~~each of~~rooms, ~~the~~marinas, ~~Company’s~~food ~~properties~~and beverage operations, ~~except~~retail ~~for~~establishments, ~~the~~spas ~~Boca~~and ~~Raton Resort~~other &amenities ~~Club~~at the resorts.

~~Revenue~~Leisure ~~increases~~and atrecreation ~~the~~selling, ~~Company’s~~general ~~Naples properties~~and ~~during~~administrative ~~the three months ended September 30,~~expenses ~~2003~~(“S,G&A”) ~~versus~~totaled ~~the three months ended September~~$18.8 30million, ~~2002, were~~or ~~primarily~~39% ~~a result~~ of ~~room renovations being performed during the prior period at both the Registry Resort and Edgewater Beach Hotel. An increase in~~ revenue, atfor the ~~Company’s~~ ~~Fort Lauderdale properties during the~~ three months ended September 30, ~~2003~~2004, compared to ~~the three months ended September 30~~S,G&A ~~2002, was primarily the result~~ of ~~more group business~~$18.9 million, ~~Group~~or ~~business represented 30~~40% ~~and 29%~~ of ~~the~~revenue, ~~total occupied rooms at the Company’s Fort~~for ~~Lauderdale resorts during~~ the three months ended September 30, 2003 ~~and 2002, respectively~~. ~~Despite~~Leisure ~~an increase~~and inrecreation ~~leisure bookings at the Boca Raton Resort~~ S,G&A ~~Club,~~primarily ~~group~~consisted ~~business~~of ~~was~~utility ~~down~~and ~~during~~property ~~the~~maintenance ~~three~~costs, ~~months~~real ~~ended~~estate ~~September 30~~taxes, ~~2003,~~property ~~versus~~and ~~the~~casualty ~~three months ended September 30~~insurance, ~~2002.~~franchise ~~Group~~agreement ~~business~~fees, ~~represented~~sales ~~68%~~ and ~~72%~~ ofmarketing ~~the~~expenses ~~total~~and ~~occupied~~administrative ~~rooms~~salaries ~~at the Boca Raton Resort & Club during the three months ended September 30, 2003~~ and ~~2002, respectively~~expenses.

Leisure and ~~Recreation~~recreation ~~Operating~~depreciation expense totaled $9.2 million and $9.9 ~~Expenses~~million for the three months ended September 30, 2004 and 2003, respectively. The decrease in depreciation expense for the three months ended September 30, 2004, compared to the three months ended September 30, 2003, was primarily because certain furniture, furnishings and equipment, which was assigned a seven year estimated life (upon acquisition of certain resorts), became fully depreciated during the three months ended June 30, 2004.

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

~~Leisure~~Corporate ~~and recreation selling,~~ general and administrative expenses ~~(“S,G&A”)~~ totaled $181.97 million, ~~or 40% of revenue, for the three months~~and ~~ended September 30, 2003, compared to S,G&A of~~ $182.80 million, ~~or 41% of revenue,~~ for the three months ended September 30, ~~2002.~~2004 ~~Leisure~~ and ~~recreation S~~2003,~~G&A~~ includes, among other items, administrative payroll costs, selling and marketing expenses, energy and property costs, insurance, real estate taxes, franchise agreement fees and other administrative expensesrespectively. ~~Although~~During ~~leisure and recreation S,G&A as a percent of revenue decreased slightly for~~ the three months ended September 30, 2003, ~~compared to the~~corporate ~~three~~general ~~months ended September 30, 2002, the Company continues to be adversely affected by an increase in energy~~ and ~~insurance~~ ~~costs,~~administrative ~~which~~expenses ~~was~~included ~~offset~~certain bynon-cash ~~a decrease in costs~~compensation expenses associated with athe ~~golf~~modification ~~course~~in ~~lease~~terms ~~with~~of astock ~~third~~option ~~party which~~awards, ~~recently~~which ~~expired~~totaled $453,000.

~~Leisure~~Corporate ~~and recreation~~ depreciation expense totaled $~~9.9 million~~53,000 ~~and $8.9 million~~ for both the three ~~months~~ months ended September 30, ~~2003~~2004 and ~~2002, respectively. The increase in depreciation expense for the three months ended September 30,~~ 2003, ~~compared~~and torepresents ~~the three months ended September 30, 2002, was primarily the result of an increase in~~ depreciation ~~expense~~on ~~following the completion of room~~corporate ~~renovations~~furniture ~~at the Registry Resort~~ and ~~Edgewater Beach Hotel~~equipment.

~~Leisure~~Loss ~~and~~on ~~Recreation~~Early ~~Operating~~Retirement of Debt ~~Loss~~

~~Leisure~~In ~~and~~July 2004 ~~recreation~~we ~~operations~~closed ~~reported operating~~on ~~losses~~a ofnew $8325.40 million ~~and~~senior credit facility. The senior credit facility consists of a term loan in the principal amount of $7200.80 million, ~~for~~which matures in July 2009 and a revolving credit facility in the ~~three~~principal ~~months~~amount ~~ended~~of ~~September~~$125.0 30million, ~~2003~~which ~~and~~expires ~~2002, respectively~~in July 2007. The proceeds ~~decrease~~of the term loan were used in ~~operating~~August 2004 ~~results~~to ~~for~~redeem ~~the~~in ~~three~~full our ~~months~~outstanding ~~ended September~~$190.1 ~~30,~~million ~~2003~~principal amount of senior subordinated notes payable. As a result, ~~versus~~we recorded a loss on the ~~three~~early ~~months~~retirement of debt ~~ended~~during the quarter ending September 30, ~~2002~~2004 of approximately $13.1 million, which ~~was~~includes ~~primarily~~a ~~due~~$9.4 million premium paid to anredeem ~~increase~~the notes, together with the write-off of $3.7 million in ~~depreciation~~debt ~~expense~~issuance costs previously capitalized in connection with the issuance of the notes.

10 ~~Corporate General and Administrative Expenses~~

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

8 Interest expense totaled $4.2 million and $5.1 million for the three months ended September 30, 2004 and 2003, respectively. The decrease in interest expense was primarily because we retired our outstanding 9.875% senior subordinated notes on August 27, 2004 following the completion of a lower-cost financing. See Note 6.

~~Table~~Benefit offor ~~Contents~~Income Taxes

~~September~~ We recorded a benefit for income taxes totaling $9.7 30million, ~~2002,~~or ~~was~~38.5% ~~primarily because~~of ~~the~~pretax ~~2003~~loss, ~~period~~and ~~included~~$6.0 million, ~~certain~~or ~~non-cash,~~38.5% ~~non-recurring compensation~~of ~~expense~~pretax ~~associated~~loss, ~~with~~for ~~stock~~the ~~options~~three ~~totaling~~months ~~$453~~ended September 30,~~000~~ 2004 and 2003, respectively.

~~Interest~~Net ~~Expense~~Loss

~~Interest~~Net ~~expense~~loss totaled $515.15 million and $59.65 million for the three months ended September 30, ~~2003~~ 2004 and ~~2002~~2003, respectively. ~~The~~Leisure ~~decrease~~and inrecreation ~~interest~~revenue ~~expense~~and ~~during~~gross ~~the~~margins ~~three~~increased ~~months~~following ~~ended~~gains ~~September 30,~~in ~~2003,~~occupancy ~~versus~~and average daily rate ~~the~~despite ~~three~~disruption ~~months~~caused ~~ended~~by ~~September 30,~~Hurricanes ~~2002~~Charley, ~~was~~Frances ~~the~~and ~~result of~~Jeanne. ~~a $207~~However,~~000~~ the ~~increase~~improvement in ~~the~~operating ~~amount~~results ofderived ~~interest~~from ~~capitalized~~core ~~on projects~~operations ~~under~~was ~~construction~~more ~~together~~than offset ~~with~~by a $~~254,000~~13.1 million ~~decrease~~loss ~~in interest~~on ~~expense~~the ~~resulting~~early ~~from~~retirement ~~lower~~of ~~average outstanding indebtedness during the 2003 period~~debt.

~~Benefit~~Liquidity ~~for~~and ~~Income~~Capital ~~Taxes~~Resources

~~The~~Unrestricted ~~Company~~cash ~~recorded~~and acash ~~benefit~~equivalents ~~for~~decreased ~~income~~to ~~taxes totaling~~ $642.04 million at September 30, ~~or 38.5% of pretax loss~~2004, ~~and~~ from $547.76 million, orat ~~38.5% of pretax loss~~June 30, ~~for~~2004. ~~the~~The ~~three~~major ~~months~~components ~~ended~~of ~~September 30,~~the ~~2003~~change ~~and~~are ~~2002,~~discussed ~~respectively~~below.

Net ~~Loss~~Cash Provided by Operating Activities

Net ~~loss~~cash provided by operating activities totaled $92.59 million and $913.1 0 million for the three months ended September 30, ~~2003~~ 2004 and ~~2002~~2003, respectively. The decrease in net cash provided by operating ~~results~~ activities for the three months ended September 30, ~~2003~~2004, ~~versus~~compared to the three months ended September 30, ~~2002~~ 2003, was primarily ~~due~~because towe retired our outstanding senior subordinated annotes ~~increase~~payable in ~~depreciation~~August 2004 ~~expense~~and paid accrued interest totaling $6.9 million associated with such notes. Interest on the notes would have otherwise been paid on October 15 (interest on the notes was paid semi-annually on October 15 and April 15).

~~Liquidity~~Net ~~and~~Cash ~~Capital~~Used ~~Resources~~In Investing Activities

~~Unrestricted~~Net cash ~~and~~used ~~cash~~in ~~equivalents~~investing ~~decreased to~~activities totaled $75.27 million atand ~~September 30, 2003, from~~ $811.1 4 million atfor ~~June~~the three months ended September 30, ~~2003.~~2004 ~~The~~and ~~major~~2003, ~~components of~~respectively, ~~the~~and ~~change~~primarily ~~are~~relate ~~discussed~~to ~~below~~capital expenditures.

~~Net~~ During ~~Cash~~the ~~Provided~~three bymonths ~~Operating~~ended ~~Activities~~September 30, 2003 capital expenditures included the final stages of a marina renovation at the Bahia Mar Resort and Yachting Center. This extensive marina renovation, which was funded substantially from operations, results in a state-of-the art yachting center with 245 reconfigured boat slips, sized to accommodate larger yachts ranging from 80 feet to over 200 feet, without reducing the rentable linear feet. We were also working on a number of smaller initiatives during the three-month period including the renovation of the pool area at the Boca Raton Resort & Club and new themed restaurants at Pier 66 Resort and Marina and at Registry Resort.

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

Net ~~Cash~~cash ~~Used~~used Inin ~~Investing~~financing ~~Activities~~activities totaled $2.4 million and $2.5 million during the three months ended September 30, 2004 and 2003, respectively. Financing activities for the periods primarily includes borrowings, net of repayments, under credit agreements, proceeds from the exercise of stock options, as well as costs paid in connection with the origination and extinguishment of debt.

~~Net cash used in investing activities totaled $~~11~~.4 million and $5.5 million for the three months~~ ended September 30, 2003 and 2002, respectively. The change was primarily because the Company received $5.6 million from the sale of a land parcel located in Naples, Florida during the prior year three-month period. Additionally, capital expenditures totaled $11.5 million and $11.3 million for the three months ended September 30, 2003 and 2002, respectively.

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

~~During~~Our ~~the~~capital ~~three~~resources ~~months~~are ~~ended~~provided ~~September 30,~~from both internal and external ~~2002,~~sources. ~~the~~The ~~Company~~primary ~~commenced~~capital ~~work~~resources onfrom ainternal ~~comprehensive~~sources include (1) room ~~renovation~~rentals, atfood ~~the~~and ~~Registry~~beverage ~~Resort~~sales, ~~covering~~retail ~~395~~sales, ~~guestrooms~~spa revenue, ~~which~~golf revenue, ~~included~~tennis ~~all~~revenue, ~~new~~marina ~~furnishings~~revenue and ~~new~~conference ~~five~~service ~~fixture~~revenue ~~bathrooms~~at our resorts and (2) Premier Club membership revenue, net of related costs. The primary ~~Company~~external ~~was~~sources ~~also~~of ~~renovating~~liquidity ~~approximately~~have ~~60 guest~~been ~~suites~~the issuance of debt securities, atborrowing under term loans and credit lines, the ~~Edgewater~~issuance ~~Beach~~of ~~Hotel~~our stock for property acquisitions and the exercise of non-qualified stock options by employees pursuant to our stock option plan.

In July 2004 we closed on a new $325.0 million senior credit facility. The senior credit facility consists of a term loan in the principal amount of $200.0 million, which matures in July 2009 and a revolving credit facility in the principal amount of $125.0 million, which expires in July 2007. The proceeds of the term loan were used in August 2004 to redeem in full our outstanding $190.1 million principal amount of senior subordinated notes payable. As a result, we recorded a loss on the early retirement of debt during the quarter ending September 30, 2004 of approximately $13.1 million, which includes a $9.4 million premium paid to redeem the notes, together with the write-off of $3.7 million in debt issuance costs previously capitalized in connection with the issuance of the notes. The $125.0 million revolving credit facility replaces our previous revolver, which was scheduled to mature in June 2005. We have no borrowings under the new revolving credit facility. As a result of our cash on hand, our availability under the new revolving credit facility and expected cash from operations over the ensuing year, we believe we have sufficient funds to continue our capital maintenance and expansion plans and support on-going operations, including meeting debt service obligations as they come due.

~~Table~~Off-Balance ofSheet ~~Contents~~Arrangements

Off-balance sheet arrangements, as defined by the SEC, include certain ~~The~~transactions, ~~change~~agreements inor ~~restricted~~other ~~cash~~contractual ~~was~~arrangements ~~not~~pursuant ~~material~~to which a ~~from~~company ~~June 30~~has any obligation under certain guarantee contracts, ~~2003~~certain retained or contingent interests in assets transferred to ~~September 30~~an unconsolidated entity, ~~2003~~any obligation under certain derivative investments, or ~~from~~any obligation under a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support or engages in leasing, hedging or research and development services with us. We generally do not enter into off-balance sheet arrangements, other than those described in our Annual report on Form 10-K for the fiscal year ended June 30, ~~2002~~2004 relating to ~~September~~operating leases and commitments outstanding for capital expenditures under purchase orders and contracts. There has been no material change in our off-balance sheet arrangements from June 30, ~~2002~~2004.

~~Net~~Contractual ~~Cash Provided by (Used in) Financing Activities~~Obligations

~~Net~~There ~~cash~~has ~~used~~been inno ~~financing~~material ~~activities~~change ~~totaled $2.5 million~~in ~~during~~our ~~the~~contractual ~~three~~obligations ~~months ended~~under ~~September 30,~~operating ~~2003,~~leases ~~compared~~from tothat ~~net~~disclosed ~~cash~~in ~~provided~~our ~~by financing~~Annual ~~activities~~Report ofon ~~$298,000~~Form ~~during~~10-K for the year ~~three months~~ ended ~~September~~ June 30, ~~2002~~2004. ~~Financing~~We ~~activities~~are ~~for~~also ~~the~~obligated ~~periods presented~~to ~~primarily~~make ~~includes~~future ~~borrowings,~~payments ~~net of repayments,~~ under our ~~the~~new ~~Company’s~~senior ~~revolving~~ credit facility,. asThe ~~well~~following ~~as,~~table sets forth our contractual ~~repurchases~~debt obligations as of ~~the~~September 30, ~~Company’s~~2004 ~~common~~(000 ~~stock.~~omitted):

Capital Resources


	2004		2005		2006		2007		2008		Thereafter		Total
Term loan pursuant to senior credit facility	$	—	$	—	$	—	$	—	$	—	$	200,000	$	200,000

~~The~~Financial ~~Company’s capital resources are provided~~Condition ~~from both internal and external sources. The primary capital~~ ~~resources from internal operations include (1) room~~ ~~rentals, food and beverage sales, retail sales, spa revenue,~~ golf revenue, tennis revenue, marina and conference service revenue at the resorts and (2) Premier Club membership revenue. The primary external sources of liquidity have been the issuance of debt securities, borrowing under term loans and credit lines, the issuance of Company stock for property acquisitions and the exercise of non-qualified stock options by employees pursuant to the Company’s stock option plan.

AsSignificant ofchanges ~~September 30,~~in ~~2003,~~balance ~~the~~sheet ~~Company~~data ~~had $15.0 million~~from ~~outstanding under its revolving credit line (which matures on~~ June 30, ~~2005)~~2004 ~~and~~to ~~had $77.9 million in~~September ~~immediate availability. As a result of the current availability under this credit line~~30, ~~combined with cash on hand, management believes the Company has sufficient funds to continue its capital enhancement plans during fiscal~~ 2004 ~~and~~are ~~support on-going~~discussed ~~operations, including meeting debt service obligations as they come due~~below.

12 ~~Financial Condition~~

~~Significant~~Accounts ~~changes~~Payable inand ~~balance~~Accrued ~~sheet data from~~Expenses ~~June 30, 2003 to September 30, 2003 are discussed below.~~

Accounts ~~Receivable~~payable and accrued expenses decreased to $26.5 million at September 30, 2004, from $30.7 million at June 30, 2004. The decrease in accounts payable and accrued expenses was primarily the result of a $3.9 million decrease in accrued interest on our senior subordinated notes. At September 30, 2004, there was no accrual for interest on the notes since they were fully redeemed in August 2004. At June 30, 2004, the accrual for interest totaled $3.9 million (and represented interest for 76 days on $190.1 million outstanding notes).

~~Accounts~~Current ~~receivable~~Portion ~~decreased~~of ~~to $16.2 million~~Deferred atRevenue ~~September 30,~~and ~~2003,~~Advance ~~from~~Deposits ~~$21.0 million at June 30, 2003. It is customary for~~ ~~the Company’s trade receivables to be lowest following the~~ ~~September 30 operating quarter as a result of the~~ ~~seasonality of its business.~~

~~Accounts~~ Current ~~Payable~~portion of deferred revenue and ~~Accrued~~advance ~~Expenses~~deposits increased to $33.8 million at September 30, 2004, from $26.1 million at June 30, 2004. The increase substantially related to the receipt of annual Premier Club dues at the Boca Raton Resort & Club. We bill such annual Premier Club dues in August of each year. The annual dues are being recognized as revenue ratably over the membership year, which commenced on October 1.

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

Current ~~Portion~~assets ofexceeded current liabilities by $17.9 million and $27.6 million at September 30, 2004 and June 30, 2004, respectively. The decrease in working capital is primarily because we collected annual Premier Club dues associated with the Boca Raton Resort & Club and such dues are reflected as deferred revenue on the accompanying Condensed Consolidated Balance Sheet as September 30, 2004. Deferred ~~Revenue~~revenue will be relieved (and ~~Advance~~revenue ~~Deposits~~recognized) ratably over the membership year, which commenced on October 1.

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

10 Some of the information in this report contains forward-looking statements. Such statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “estimate”, “continue” or other similar words. These statements discuss future expectations (including those related to the expected completion and timing of the merger and other information relating to the merger), contain projections of results of operations or of financial position or state other “forward-looking” information. When considering such forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report. The risk factors include certain known and unknown risks and uncertainties, and could cause our actual results to differ materially from those contained in any forward-looking statement.

~~Table~~ These risk factors include, among others, risks relating to travel; risks associated with construction and development at our properties; competition in our principal business; the availability of ~~Contents~~financing on terms suitable to us and our dependence on key personnel. Risks relating to travel include a change in travel patterns resulting from slowing economic conditions and geopolitical conditions, as well as changes in corporate policies relating to group meetings and air or other travel disruption.

~~Working~~Item ~~Capital~~3. Quantitative and Qualitative Disclosures About Market Risk

~~Current~~We ~~liabilities~~are ~~exceeded~~exposed ~~current~~to ~~assets~~a ~~by $31.4 million~~number ~~and~~of ~~$14.8~~financial ~~million~~market atrisks ~~September 30,~~in ~~2003~~the ordinary ~~and~~course ~~June 30,~~of ~~2003, respectively~~business. ~~Current~~Our ~~liabilities exceeded~~primary ~~current~~financial ~~assets~~market atrisk ~~each~~exposure ~~September 30,~~pertains ~~2003 and~~to ~~June 30,~~changes ~~2003~~in ~~primarily~~interest ~~because~~rates. ~~the~~We ~~Company~~have ~~repurchased $149.9 million~~examined ~~principal~~exposures ~~amount~~to ofthese ~~senior~~risks ~~subordinated~~and ~~notes~~concluded ~~over~~that ~~the~~none ~~past~~of ~~three~~the ~~years~~exposures ~~and~~are ~~such~~material ~~notes~~to ~~would~~cash ~~have otherwise~~flows ~~matured~~or ~~in April 2009~~earnings. As ~~The~~of ~~repurchase~~September 30, of2004 ~~the~~and ~~notes resulted~~June 30, in2004, ~~among~~we ~~other~~have ~~things,~~no afinancial ~~decrease~~instruments in place ~~the~~to ~~Company average~~manage ~~cost~~the impact of ~~borrowing~~changes in interest rates. However, under the terms ~~ratio~~ of ~~current liabilities~~our to$325.0 million ~~current~~senior ~~assets~~credit isfacility ~~not~~we ~~indicative~~are ofobligated ato ~~lack of~~purchase ~~liquidity~~interest asrate ~~the~~caps ~~Company~~or ~~maintains~~fixed arate ~~revolving~~swaps ~~credit~~on ~~line~~the amount of our indebtedness that ~~represents~~accrues aninterest ~~additional~~at ~~and~~a ~~immediate~~variable ~~potential~~rate ~~source~~in excess of ~~liquidity.~~ ~~See “Capital Resources”~~$250.0 million.

13 ~~Forward-Looking Statements~~

~~Some~~Item ~~of the information in this report may contain forward-looking statements~~4. ~~These~~Controls statements discuss future expectations, contain projections of results of operations or of financial position, or state other “forward-looking” information. When considering such forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report. The risk factors include certain known and unknown risks and uncertainties, and could cause the Company’s actual results to differ materially from those contained in any forward looking statement. Procedures

~~These~~As ~~risk~~of ~~factors~~September 30, ~~include~~2004, ~~among~~we ~~others~~carried out an evaluation, ~~risks~~under the ~~relating~~supervision toand ~~travel;~~with ~~risks~~the ~~associated~~participation ~~with~~of ~~construction~~our ~~and~~management, including our ~~development~~chairman atof the ~~Company’s~~board ~~properties;~~(our ~~competition~~principal inexecutive ~~the~~officer) and chief financial ~~Company’s~~officer, ~~principal~~of ~~business;~~the effectiveness of the ~~availability~~design and operation of ~~financing~~our disclosure oncontrols ~~terms~~and ~~suitable~~procedures pursuant to ~~the~~Exchange ~~Company~~Act Rule 13a-14. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our periodic filings with SEC is effectively recorded, processed and reported within the ~~Company~~time periods specified in the SEC’s rules and ~~dependence~~forms. onIn ~~key~~designing ~~personnel~~and evaluating the disclosure controls and procedures, aswe recognized that any controls and procedures, no matter how well asdesigned ~~other~~and operated, ~~risk~~can ~~factors~~provide only reasonable assurance of achieving the desired ~~discussed~~objectives ~~from~~and ~~time~~management necessarily was required to ~~time~~apply its judgment in evaluating the ~~Company’s~~cost-benefit ~~Securities~~relationship of possible controls and procedures. ~~Exchange~~It ~~Commission~~should ~~filings.~~be ~~Risks~~noted ~~relating~~that tothe ~~travel~~design ~~include~~of ~~a change~~any insystem ~~travel~~of ~~patterns~~controls ~~resulting~~is ~~from~~based ~~slowing~~in ~~economic~~part ~~conditions~~upon certain assumptions about the likelihood of future events, and ~~geopolitical~~there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, asregardless ~~well~~of how remote. Based on the foregoing, our chairman of the board and chief financial officer concluded as of ~~changes~~September 30, in2004 that our disclosure controls and procedures were ~~corporate~~effective ~~policies~~in timely alerting them to material information relating to ~~group~~our company ~~meetings~~(including ~~and~~its ~~air~~consolidated subsidiaries) required to be included in our periodic SEC filings. Additionally, there have been no significant changes in our internal controls or in other factors that could significantly affect ~~travel~~the ~~disruption~~internal controls subsequent to the date we completed our evaluation.

~~Item~~Part 3.II ~~Quantitative~~– ~~and~~Other ~~Qualitative Disclosures About Market Risk~~Information

~~Not~~Item ~~Applicable~~1. Legal Proceedings

~~Item~~ We 4.are ~~Controls~~not ~~and~~currently ~~Procedures~~involved in any material legal proceedings.

~~Within~~Item ~~the~~2. ~~90 days~~Unregistered ~~prior~~Sales ~~to the filing date~~ of ~~this~~Equity report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s chairman of the board (the Company’s principal executive officer) and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in its periodic filings with the Securities and ~~Exchange Commission~~Use (“SEC”) is effectively recorded, processed and reported within the time periods specified in the SEC’s rules and forms. In designing and evaluating the disclosure controls and procedures, the Company’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~achieving~~ the desired objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based on the foregoing, the Company’s chairman of the board and chief financial officer concluded that the Company’s disclosure controls and procedures were effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings. Additionally, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation. Proceeds

11 None.

~~Table~~Item of3. ~~Contents~~Defaults Upon Senior Securities

None. ~~Part II — OTHER~~ ~~INFORMATION~~

Item 14. ~~Legal~~Submission ~~Proceedings~~of Matters to a Vote of Security Holders

~~The Company is not currently involved in any material legal proceedings~~None. ~~However, the Company may from time~~ ~~to time become a party to legal proceedings arising in the~~ ~~ordinary course of business, which are incidental to the~~ business. While the results of proceedings which arise in the normal course of business cannot be predicted with certainty, management believes that losses, if any, resulting from the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated results of operations, consolidated cash flows or consolidated financial position.

Item 25. ~~Changes~~Other ~~in Securities and Use of Proceeds~~Information

None.

Item 36. ~~Defaults Upon Senior Securities~~Exhibits.

None.


Exhibits		Description Of Exhibit

31.1	—	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - H. Wayne Huizenga.
31.2	—	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Wayne Moor.
32.1	—	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.

~~Item 4. Submission of Matters to a Vote of Security Holders~~14

SIGNATURES ~~None.~~

~~Item~~ Pursuant 5.to ~~Other~~the ~~Information~~requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

None.


	BOCA RESORTS, INC.
Date: November 8, 2004	By:	WAYNE MOOR
		Wayne Moor
		Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)

~~Item~~By: 6.MARYJO ~~Exhibits~~FINOCCHIARO MaryJo Finocchiaro Vice President and ~~Reports~~Corporate onController ~~Form~~(Principal ~~8-K.~~Accounting Officer)

15 ~~(a) Exhibits~~

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

(b) Reports on Form 8-K

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

SIGNATURES

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

		BOCA RESORTS, INC.
Date: November 4, 2003		By: /s/ WAYNE MOOR Wayne Moor Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
		By: /s/ MARYJO FINOCCHIARO MaryJo Finocchiaro Vice President and Corporate Controller (Principal Accounting Officer)

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