GOLF HOST RESORTS INC
10-Q, 1995-05-15
HOTELS & MOTELS
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<PAGE>   1




                                      
                                F O R M   10-Q
                                      
                                      
                                      
                                      
                      SECURITIES AND EXCHANGE COMMISSION
                                      
                           Washington, D. C. 20549
                                      
                                      
                            ---------------------
                                      
                                      
                                      
              Quarterly Report Pursuant to Section 13 or 15 (d)
                    of The Securities Exchange Act of 1934
                                      
                                      
                                      
                            ---------------------          
                                      
                                      
                                      
                       For Quarter Ended March 31, 1995
                                      
                                      
                         Commission File No. 2-64309
                                      
                                      
                           GOLF HOST RESORTS, INC.
                                      
           STATE OF COLORADO EMPLOYER IDENTIFICATION NO. 84-0631130
                                      
              Post Office Box 3131, Durango, Colorado 81302-3131
                                      
                       Telephone Number (303) 259-2000
                                      
                                      

           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 twelve months,
           and (2) has been subject to the filing requirements for the past 90
           days.          Yes   X                No 
                               ---                  ---

                Issuer has no common stock subject to this report.



                                 Page 1 of 19
<PAGE>   2





                           GOLF HOST RESORTS, INC.
                                BALANCE SHEETS
                     MARCH 31, 1995 AND DECEMBER 31, 1994



                                    ASSETS
                 (Substantially all pledged - Notes 2 and 3)


<TABLE>
<CAPTION>
                                                    MARCH 31,                      DECEMBER 31,
                                                      1995                             1994    
                                                   ------------                    ------------
<S>                                                <C>                              <C>
CURRENT ASSETS:                                   
  Cash                                             $ 3,076,530                      $   824,875
  Accounts and notes receivable                      6,138,986                        3,871,305
  Inventories and supplies                           4,367,889                        4,318,522
  Prepaid expenses and other                         1,272,490                        1,255,488
  Intercompany receivables                               -                              307,417
                                                   -----------                      -----------
         Total current assets                       14,855,895                       10,577,607
                                                  
LONG-TERM RECEIVABLES, less                       
  amounts currently due                              1,038,289                        1,088,484
                                                   -----------                      -----------
                                                  
PROPERTY AND EQUIPMENT, at cost,                  
  less accumulated depreciation                     39,123,241                       38,922,416
                                                   -----------                      -----------
                                                   $55,017,425                      $50,588,507
                                                   ===========                      ===========
</TABLE>                                          



The accompanying notes are an integral part of these balance sheets.  These
statements were prepared from the books and records of the Company without
audit and, in the opinion of management, include all adjustments which are
necessary for a fair presentation.





                                    Page 2
<PAGE>   3


                            GOLF HOST RESORTS, INC.
                                BALANCE SHEETS
                     MARCH 31, 1995 AND DECEMBER 31, 1994



                   LIABILITIES AND SHAREHOLDERS' INVESTMENT



<TABLE>
<CAPTION>
                                                 MARCH 31,                      DECEMBER 31,
                                                   1995                             1994    
                                               ------------                     ------------
<S>                                             <C>                              <C>
CURRENT LIABILITIES:                           
  Notes payable                                 $       100                      $       100
  Maturing long-term obligations                  2,041,807                        2,053,566
  Accounts payable                                2,767,488                        1,481,701
  Accrued expenses                                4,861,033                        4,305,812
  Deposits and prepaid fees                       2,577,131                        3,084,821
  Intercompany payables                              55,672                            -    
                                                -----------                      -----------
    Total current liabilities                    12,303,231                       10,926,000
                                                -----------                      -----------
                                               
LONG-TERM OBLIGATIONS, less current            
  maturities                                     20,936,957                       21,430,570
                                                -----------                      -----------
                                               
LONG-TERM INTERCOMPANY                            4,644,648                        3,583,988
                                                -----------                      -----------
                                               
LONG-TERM CONTINGENCY (Note 1)                    1,847,527                        1,813,121
                                                -----------                      -----------
                                               
SHAREHOLDERS' INVESTMENT:                      
  Common stock, $1 par, 5,000                  
    shares authorized and out-                 
    standing                                          5,000                            5,000
  5.6% cumulative preferred                    
    stock, $1 par, 4,577,000                   
    shares authorized and                      
    outstanding                                   4,577,000                        4,577,000
  Other shareholders' investment                 10,703,062                        8,252,828
                                                -----------                      -----------
    Total shareholders' investment               15,285,062                       12,834,828
                                                -----------                      -----------
                                                $55,017,425                      $50,588,507
                                                ===========                      ===========
</TABLE>                                       


The accompanying notes are an integral part of these balance sheets.  These
statements were prepared from the books and records of the Company without
audit and, in the opinion of management, include all adjustments which are
necessary for a fair presentation.


                                    Page 3
<PAGE>   4
                           GOLF HOST RESORTS, INC.
                             STATEMENTS OF INCOME
                FOR THE QUARTERS ENDED MARCH 31, 1995 AND 1994


<TABLE>
<CAPTION>
                                                      Quarters Ended March 31,   
                                          ---------------------------------------------
                                          
                                             1995                              1994    
                                          -----------                       -----------
<S>                                       <C>                               <C>
REVENUES:                                 
  Hotel                                   $ 6,837,626                       $ 5,532,197
  Food and beverage                         5,089,304                         3,851,823
  Golf                                      5,646,524                         5,357,203
  Other                                     2,971,394                         2,287,210
  Real estate activities                        -                                 -    
                                          -----------                       -----------
                                           20,544,848                        17,028,433
                                          -----------                       -----------
COSTS AND OPERATING EXPENSES:             
  Hotel                                     5,321,153                         4,664,697
  Food and beverage                         2,938,728                         2,456,548
  Golf                                      1,788,522                         1,705,502
  Other                                     4,784,441                         4,138,976
  General and administrative                1,127,581                           992,592
  Real estate activities                          241                              -   
                                          -----------                       -----------
                                           15,960,666                        13,958,315
                                          -----------                       -----------
                                          
OPERATING INCOME                            4,584,182                         3,070,118
                                          
INTEREST, NET                                 553,936                           524,772
                                          -----------                       -----------
                                          
INCOME BEFORE INCOME TAX                    4,030,246                         2,545,346
                                          
PARENT INCOME TAX CHARGE                    1,515,400                           957,700
                                          -----------                       -----------
                                          
INCOME BEFORE DIVIDEND                    
  REQUIREMENTS ON PREFERRED STOCK           2,514,846                         1,587,646
                                          
DIVIDEND REQUIREMENTS ON                  
  PREFERRED STOCK                              64,612                            64,612
                                          -----------                       -----------
                                          
NET INCOME AVAILABLE                      
  TO COMMON SHAREHOLDERS                  $ 2,450,234                       $ 1,523,034
                                          ===========                       ===========
                                          
EARNINGS PER COMMON SHARE                 $   490.05                        $   304.61 
                                          ===========                       ===========
</TABLE>

  The accompanying notes are an integral part of these statements.  These
  statements were prepared from the books and records of the Company without
  audit and, in the opinion of management, include all adjustments which are
  necessary for a fair presentation.

                                    Page 4
<PAGE>   5


                            GOLF HOST RESORTS, INC.
                    STATEMENTS OF SHAREHOLDERS' INVESTMENT
                  FOR THE FIFTEEN MONTHS ENDED MARCH 31, 1995



<TABLE>
<CAPTION>
                                                                                Other Shareholders'
                                  $1 Par Value       5.6% Cumulative                 Investment                       
                                  Common Stock       Preferred Stock          -----------------------            Total      
                                 ---------------    -----------------          Paid-In      Retained         Shareholders'
                                 Shares   Amount    Shares     Amount          Capital      Earnings          Investment 
                                 ------   ------    ------     ------         ----------   ----------         ----------
<S>                               <C>     <C>       <C>        <C>            <C>          <C>                <C>
Balance, December 31, 1993        5,000   $5,000    4,577,000  $4,577,000     $2,329,447   $5,785,774         $12,697,221
                                 
  Net income available to        
    common shareholders            -        -            -           -              -         137,607             137,607
                                  -----   ------    ---------  ----------     ----------   ----------         ----------- 
Balance, December 31, 1994        5,000    5,000    4,577,000   4,577,000      2,329,447    5,923,381          12,834,828
                                  -----   ------    ---------  ----------     ----------   ----------         -----------
                                 
  Net income available to        
    common shareholders            -        -            -           -              -       2,450,234           2,450,234
                                  -----   ------    ---------  ----------     ----------   ----------         -----------
                                 
Balance, March 31, 1995           5,000   $5,000    4,577,000  $4,577,000     $2,329,447   $8,373,615         $15,285,062
                                  =====   ======    =========  ==========     ==========   ==========         =========== 
</TABLE>                         





The accompanying notes are an integral part of these statements.  These
statements were prepared from the books and records of the Company without 
audit and, in the opinion of management, include all adjustments which are
necessary for a fair presentation.





                                    Page 5
<PAGE>   6
                            GOLF HOST RESORTS, INC.
                           STATEMENTS OF CASH FLOWS
                FOR THE QUARTERS ENDED MARCH 31, 1995 AND 1994


<TABLE>
<CAPTION>
                                                            1995                             1994   
                                                         ----------                       -----------
<S>                                                      <C>                              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                   
                                                        
  Net income before dividend                            
    requirements on preferred stock                      $2,514,846                       $ 1,587,646
  Adjustments to reconcile net                          
    income to net cash flows                            
    from operating activities:                          
    Depreciation and amortization                           635,100                           606,300
    Changes in operating working capital                
      other than cash (Note 7)                             (650,219)                       (1,423,092)
                                                         ----------                       ----------- 
    Net cash flows provided by                          
         operating activities                             2,499,727                           770,854
                                                         ----------                       -----------
                                                        
CASH FLOWS FROM INVESTING ACTIVITIES:                   
                                                        
  Purchases of property and equipment                      (839,465)                         (615,886)
  Recovery of cost of property and                      
    equipment sold                                            3,540                              -
  Reductions in notes receivable                             62,771                            34,610
  Additions to notes receivable                                -                                 (126)
                                                         ----------                       -----------
    Net cash flows used in investing                    
      activities                                           (773,154)                         (581,402)
                                                         ----------                       -----------
                                                        
CASH FLOWS FROM FINANCING ACTIVITIES:                   
                                                        
  Net change in notes payable                                  -                              122,969
  Increases in long-term obligations                          3,910                           280,400
  Decreases in long-term obligations                       (509,282)                         (273,007)
  Increase in long-term intercompany                        996,048                         1,096,247
  Increase in long-term contingency                          34,406                           247,075
                                                         ----------                       -----------
    Net cash flows provided by                          
      financing activities                                  525,082                         1,473,684
                                                         ----------                       -----------
                                                        
NET INCREASE IN CASH                                      2,251,655                         1,663,136
                                                        
CASH, BEGINNING OF QUARTER                                  824,875                           548,713
                                                         ----------                       -----------
                                                        
CASH, END OF QUARTER                                     $3,076,530                       $ 2,211,849
                                                         ==========                       =========== 
</TABLE>                                                

Supplemental information on noncash activities is included in Note 7.

The accompanying notes are an integral part of these statements.  These
statements were prepared from the books and records of the Company without
audit and, in the opinion of management, include all adjustments which are
necessary for a fair presentation.

                                    Page 6
<PAGE>   7


                            GOLF HOST RESORTS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 1995 AND 1994




(1)      ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         During the quarter, there was no significant change from the 10-K
         filing of December 31, 1994 except as follows:

         Management Agreement

         Contingent advances during the quarter ended March 31, 1995 totalled
         $34,000, net of certain amounts recoverable under a related agreement
         with the Innisbrook Rental Pool Lease Operation.  Advances to date are
         reflected on the balance sheet as Long-term Contingency.

         Intercompany Allocations and Advances

         The amounts charged to the registrant for the quarters ended March 31,
         1995 and 1994 were $175,000 and $122,000, respectively.

         Participating Rental Unit

         Rental pool distributions provided for the participating condominium
         owners for the quarters ended March 31, 1995 and 1994 were $3,554,000
         and $2,835,000, respectively.

         Employee Benefit Plan

         Company contributions required under the plan for the quarters ended
         March 31, 1995 and 1994 were $35,000 and $31,000, respectively.

         Financial Statement Presentation

         Certain reclassifications have been made to the December 31, 1993,
         March 31, 1994 and December 31, 1994 financial statements to conform
         to the March 31, 1995 presentation.

(2)      LINES OF CREDIT

         During the quarter, there was no significant change from the 10-K
         filing of December 31, 1994 except as follows:

         Under provisions of the related loan agreements, approximately
         $5,508,000 was available for immediate use.




                                    Page 7
<PAGE>   8
(3)      LONG-TERM OBLIGATIONS AND CAPITAL LEASE OBLIGATIONS

         Long-term obligations consist of the following:

<TABLE>
<CAPTION>
                                                             March 31,                   December 31,
                                                               1995                          1994    
                                                           ------------                  ------------
         <S>                                                <C>                          <C>
         Mortgage notes at varying                       
           rates, maturing primarily                     
           from 2006 to 2009                                $19,736,666                  $19,890,351
                                                         
                                                         
         Equipment revolving credit line                 
           at prime plus 1%, maturing                    
            serially from 1997 to 1999                        3,463,932                    3,835,670
                                                         
         Other                                                  336,166                      334,115
                                                         
         Unamortized debt discount expense                     (558,000)                    (576,000)
                                                            -----------                  ------------
                                                             22,978,764                   23,484,136
                                                         
    Less-current maturities                                   2,041,807                    2,053,566
                                                            -----------                  -----------
                                                            $20,936,957                  $21,430,570
                                                            ===========                  ===========
</TABLE>                                                 


         The remainder of Note 3 has not changed significantly from the 10-K
         filing of December 31, 1994.

(4)      LEASES

         During the quarter, there was no significant change from the 10-K
         filing of December 31, 1994.

(5)      ACCRUED EXPENSES

         Accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                                          March 31,                  December 31,
                                                            1995                         1994   
                                                        -----------                  -----------
         <S>                                             <C>                         <C>
         Rental pool lease operations                    $3,553,640                  $ 1,895,688
         Salaries                                           898,901                    1,244,500
         Taxes, other than income taxes                     180,409                      731,278
         Other                                              228,083                      434,346
                                                         ----------                   ----------
                                                         $4,861,033                   $4,305,812
                                                         ==========                   ==========
</TABLE>                                               

(6)         INCOME TAX ALLOCATION AND SHARING POLICY

            During the quarter, there was no significant change from the 10-K
            filing of December 31, 1994.

                                     Page 8
<PAGE>   9

(7)      SUPPLEMENTAL CASH FLOW DATA

         The (increases) decreases in working capital other than cash are as
         follows:


<TABLE>
<CAPTION>
                                                       Three Months Ended March 31,
                                                   -----------------------------------------
                                                       1995                          1994   
                                                   ------------                  -----------
         <S>                                       <C>                           <C>
         Accounts receivable                       $(2,280,257)                  $(2,303,693)
         Inventories and supplies                      (49,367)                       16,060
         Prepaid expenses and other                    (17,002)                     (395,493)
         Intercompany                                  363,089                       (60,924)
         Accounts payable                            1,285,787                       804,124
         Accrued expenses                              555,221                       927,974
         Deposits and prepaid fees                    (507,690)                     (411,140)
                                                   -----------                   ----------- 
                                                  
                                                   $  (650,219)                  $(1,423,092)
                                                   ===========                   =========== 
                                                  
         

         Noncash Financing Activities:

            The Company satisfied its preferred
               stock dividend liability to
               Golf Hosts, Inc. through the
               long-term intercompany account.     $    64,612                   $    64,612
</TABLE>





                                    Page 9
<PAGE>   10



                            GOLF HOST RESORTS, INC.
                     Management's Discussion and Analysis
               of Financial Condition and Results of Operations




Results of Operations

        Occupancy for the quarter, measured in room nights, increased 18.5% from
the prior year level.  On a divisional basis, increases amounted to 18.6% and
17.6% for Innisbrook and Tamarron, respectively.  The increase at Innisbrook was
generally seen in the conference segment, with the months of January and March
each posting significant gains over the prior year. Tamarron's increase was
similarly in the conference segment, with March experiencing the most
significant gain.  In Management's opinion, the increased level of occupancy at
Innisbrook, representing the more significant part of the overall occupancy
gain, can be attributed to the sales and marketing initiatives arising from the
management arrangement with Hilton Hotels Corporation.

        On a per occupied room night basis, revenues increased 1.8%, from
$359.11 to $365.70.  This improvement in the level of spending coupled with the
gain in occupancy resulted in a 20.7% increase in total revenues.  On a
divisional basis, spending per occupied room night was $400.45 and $188.42,
compared with $392.71 and $189.15 a year ago, for Innisbrook and Tamarron,
respectively.

        The higher level of occupancy resulted in operating efficiencies that
enabled the Company to improve its operating income percentage from 18.0% in
1994 to 22.3% in the current period.  The effect of these improvements was an
increase in operating income of approximately $1,514,000 from the year-ago
level.  Interest expense, as a result of higher interest rates, increased
approximately $29,000 when compared with last year.

        In summary, the improvement in income before income tax can be 
attributed to increases in the levels of occupancy and guest spending, and 
improvements in operating efficiencies that resulted from the economies of 
scale typically associated with higher business volumes.

Financial Condition

        During the period, the Company's net working capital position improved
$2,901,057, from a deficit $348,393 at December 31, 1994 to $2,552,664 at March
31, 1995.  Operating cash flow during the first quarter is at its highest level
for the year and results in greater liquidity during that period.  For the
balance of the year, operating levels and existing credit facilities should
provide adequate liquidity to meet the Company's cash requirements.


                                    Page 10
<PAGE>   11





                          PART II - OTHER INFORMATION



Item 1.  Legal Proceedings

         Registrant is not currently involved in lawsuits other than ordinary 
         routine litigation incidental to its business.

Item 2.  Changes in Securities

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Pursuant to an agreement with the SEC staff, included in this 10-Q 
         filing are unaudited financial statements of the Innisbrook Rental 
         Pool Lease Operation and the Tamarron Rental Pool Lease Operation for 
         the quarters ended March 31, 1995 and 1994.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             Exhibit 27  Financial Data Schedule (For SEC Purposes Only)

         (b) Reports on Form 8-K

             None





                                   Page 11
<PAGE>   12




                                  SIGNATURES


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



                                               GOLF HOST RESORTS, INC.
                                               
                                               
                                               
                                               
     Date:  May 10, l995                       By:  /s/ R. S. Ferreira        
          ---------------------                   -----------------------------
                                                  Richard S. Ferreira
                                                  Executive Vice President
                                                  Chief Financial Officer
                                               
                                               
                                               
                                               
     Date:  May 10, l995                       By:  /s/ A. S. Herzog           
          ---------------------                   -----------------------------
                                                  A. Stephen Herzog
                                                  Vice President and Controller
                                                  Chief Accounting Officer
                                               
                                               
                                               
                                               
     Date:  May 10, l995                       By:  /s/ R. L. Akin            
          --------------------                    -----------------------------
                                                  Richard L. Akin
                                                  Vice President
                                                  and Treasurer





                                   Page 12
<PAGE>   13





                         RENTAL POOL LEASE OPERATIONS



The following unaudited financial statements of the Innisbrook Rental Pool
Lease Operation and the Tamarron Rental Pool Lease Operation (the Rental Pools)
are for the quarters ended March 31, 1995 and 1994.

The operations of the Rental Pools are tied closely to that of Golf Host
Resorts, Inc. (the Company), and provide for distribution of a percentage of
the Company's room revenues, as defined in the Rental Pool Master Lease
Agreements, to participating condominium owners (Participants).

The operations of the Rental Pools are more fully discussed in Form 10-K, for
the fiscal year ended December 31, 1994 (File No. 2-64309).





                                   Page 13
<PAGE>   14

                    INNISBROOK RENTAL POOL LEASE OPERATION
                                BALANCE SHEETS
                            MARCH 31, 1995 AND 1994

                               DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                                                                                     1995                    1994   
                                                                                                   ---------              ----------
<S>                                                                                              <C>                      <C>
                                                              ASSETS

RECEIVABLE FROM GOLF HOST RESORTS, INC.
  FOR DISTRIBUTION - FULLY SECURED                                                               $3,282,973               $2,609,132
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND                                                     10,463                    5,135
                                                                                                 ----------               ----------
                                                                                                 $3,293,436               $2,614,267
                                                                                                 ==========               ==========


                                            LIABILITIES AND PARTICIPANTS' FUND BALANCES

DUE TO PARTICIPANTS FOR DISTRIBUTION                                                             $2,939,306               $2,425,210
DUE TO MAINTENANCE ESCROW FUND                                                                      224,130                  189,057
DUE TO GOLF HOST RESORTS, INC. FOR
  LIFE-SAFETY EQUIPMENT                                                                             130,000                     -
PARTICIPANTS' FUND BALANCES                                                                            -                        - 
                                                                                                 ----------               ----------
                                                                                                 $3,293,436               $2,614,267
                                                                                                 ==========               ==========


                                                      MAINTENANCE ESCROW FUND

                                                              ASSETS

CASH AND CASH EQUIVALENTS                                                                        $  966,547               $  768,110
INVENTORIES                                                                                             251                   82,054
RECEIVABLE FROM DISTRIBUTION FUND                                                                   224,130                  189,057
INTEREST RECEIVABLE                                                                                  15,600                   12,964
                                                                                                 ----------               ----------
                                                                                                 $1,206,528               $1,052,185
                                                                                                 ==========               ==========


                                            LIABILITIES AND PARTICIPANTS' FUND BALANCES

ACCOUNTS PAYABLE                                                                                 $      (49)              $   58,941
INTEREST PAYABLE TO DISTRIBUTION FUND                                                                10,463                    5,135
CARPET CARE RESERVE                                                                                  67,847                   82,278
PARTICIPANTS' FUND BALANCES                                                                       1,128,267                  905,831
                                                                                                 ----------               ----------
                                                                                                 $1,206,528               $1,052,185
                                                                                                 ==========               ==========
</TABLE>



These statements were prepared from the books and records of the Rental Pool
without audit and, in the opinion of management, include all adjustments which
are necessary for a fair presentation.

                                    Page 14
<PAGE>   15
                    INNISBROOK RENTAL POOL LEASE OPERATION
                           STATEMENTS OF OPERATIONS
                FOR THE QUARTERS ENDED MARCH 31, 1995 AND 1994

                               DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                                 Quarters ended March 31, 
                                                 -------------------------
                                                 
                                                     1995          1994   
                                                 -----------    -----------
<S>                                              <C>            <C>
GROSS REVENUES                                   $ 6,222,708    $ 5,020,052
                                                 -----------    -----------
                                                 
DEDUCTIONS:                                      
  Agents' commissions                                101,028        168,289
  Audit fees                                           2,850          2,850
                                                 -----------    -----------
                                                     103,878        171,139
                                                 -----------    -----------
                                                 
ADJUSTED GROSS REVENUES                            6,118,830      4,848,913
MANAGEMENT FEE                                    (2,875,850)    (2,278,990)
                                                 -----------    -----------
GROSS INCOME DISTRIBUTION                          3,242,980      2,569,923
                                                 
ADJUSTMENTS TO GROSS INCOME                      
  DISTRIBUTION:                                  
    Corporate complimentary occupancy fees             1,444          1,953
    Occupancy fees                                  (448,251)      (378,107)
    Advisory Committee expenses                      (20,412)       (23,133)
    Life-safety reimbursement                       (130,000)          -    
                                                 -----------    -----------
                                                 
NET INCOME DISTRIBUTION                            2,645,761      2,170,636
                                                 
ADJUSTMENTS TO NET INCOME DISTRIBUTION:          
    Occupancy fees                                   448,251        378,107
    Hospitality suite fees                             1,958          4,752
    Greens fees                                       37,668         35,662
    Additional participation credit                   19,335         19,975
                                                 -----------    -----------
                                                 
AMOUNT AVAILABLE FOR DISTRIBUTION                
    TO PARTICIPANTS                              $ 3,152,973    $ 2,609,132
                                                 ===========    ===========
                                                 
                                                 
  Average daily distribution                     $     41.62    $     34.12
  Average room rate                              $    132.47    $    126.80
  Room nights                                         46,973         39,590
  Occupancy percentage                                 62.0%           51.8%
  Average number of available units                      842            850
</TABLE>                                         

  These statements were prepared from the books and records of the Rental Pool 
  without audit and, in the opinion of management, include all adjustments 
  which are necessary for a fair presentation.

                                    Page 15
<PAGE>   16
                    INNISBROOK RENTAL POOL LEASE OPERATION
             STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES
                FOR THE QUARTERS ENDED MARCH 31, 1995 AND 1994

                               DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                                               Quarters ended March 31, 
                                                         -------------------------------------
                                                            1995                      1994    
                                                         -----------               -----------
<S>                                                      <C>                       <C>
BALANCE, beginning of period                             $      -                  $      -
                                                         
ADDITIONS:                                               
  Amounts available for distribution                               
    before life-safety reimbursement                       3,282,973                 2,609,132
  Interest received or receivable from                   
    Maintenance Escrow Fund                                   10,463                     5,135
                                                         
REDUCTIONS:                                              
  Amounts withheld for Maintenance Escrow Fund              (224,130)                 (189,057)
  Amounts due Golf Host Resorts, Inc. for                
    life-safety reimbursement                               (130,000)                     -
  Amounts accrued or paid to participants                 (2,939,306)               (2,425,210)
                                                         -----------               ----------- 
                                                         
BALANCE, end of period                                   $      -                  $      -   
                                                         ===========               ===========
</TABLE>                                                 
                                                         
                            MAINTENANCE ESCROW FUND      
                                                         
<TABLE>                                                  
<CAPTION>                                                
                                                               Quarters ended March 31, 
                                                         -------------------------------------
                                                            1995                      1994    
                                                         -----------               -----------
<S>                                                      <C>                       <C>
BALANCE, beginning of period                             $   851,207               $   733,465
                                                         
ADDITIONS:                                               
  Amounts withheld from occupancy fees                       224,130                   189,057
  Interest earned                                             10,463                     5,135
  Charges to participants to establish                   
    or restore escrow balances                               219,543                   190,515
                                                         
REDUCTIONS:                                              
  Maintenance charges                                       (155,296)                 (182,298)
  Carpet care reserve deposit                                 (4,486)                  (15,124)
  Interest accrued or paid to                            
  Distribution Fund                                          (10,463)                   (5,135)
  Refunds to participants as prescribed by               
    the Master Lease Agreement                                (6,831)                   (9,784)
                                                         -----------               ----------- 
                                                         
BALANCE, end of period                                   $ 1,128,267               $   905,831
                                                         ===========               -----------
</TABLE>                                                 

  These statements were prepared from the books and records of the Rental Pool 
  without audit and, in the opinion of management, include all adjustments 
  which are necessary for a fair presentation.

                                    Page 16
<PAGE>   17

                     TAMARRON RENTAL POOL LEASE OPERATION
                                BALANCE SHEETS
                            MARCH 31, 1995 AND 1994

                               DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                                                                                       1995                   1994
                                                                                                     --------               --------
<S>                                         <C>                                                      <C>                    <C>
                                                              ASSETS

CASH                                                                                                 $  1,000               $  1,000
RECEIVABLE FROM GOLF HOST RESORTS, INC.
  FOR DISTRIBUTION                                                                                    270,667                225,572
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND                                                        2,309                  1,158
                                                                                                     --------               --------
                                                                                                     $273,976               $227,730
                                                                                                     ========               ========


                                            LIABILITIES AND PARTICIPANTS' FUND BALANCES

DUE TO PARTICIPANTS FOR DISTRIBUTION                                                                 $224,799               $180,813
DUE TO MAINTENANCE ESCROW FUND                                                                         49,177                 46,917
PARTICIPANTS' FUND BALANCES                                                                              -                      -   
                                                                                                     --------               --------
                                                                                                     $273,976               $227,730
                                                                                                     ========               ========


                                                      MAINTENANCE ESCROW FUND

                                                              ASSETS

CASH AND CASH EQUIVALENTS                                                                            $216,804               $178,737
DUE FROM DISTRIBUTION FUND                                                                             49,177                 46,917
INVENTORY:
  Linen                                                                                                61,887                 40,804
  Materials and supplies                                                                               17,833                 12,008
DEPOSITS                                                                                               86,500                   -   
                                                                                                     --------               --------
                                                                                                     $432,201               $278,466
                                                                                                     ========               ========


                                            LIABILITIES AND PARTICIPANTS' FUND BALANCES

ACCOUNTS PAYABLE                                                                                     $    913               $ 10,043
INTEREST PAYABLE TO DISTRIBUTION FUND                                                                   2,309                  1,158
PARTICIPANTS' FUND BALANCES                                                                           428,979                267,265
                                                                                                     --------               --------
                                                                                                     $432,201               $278,466
                                                                                                     ========               ========
</TABLE>


These statements were prepared from the books and records of the Rental Pool
without audit and, in the opinion of management, include all adjustments which
are necessary for a fair presentation.

                                    Page 17
<PAGE>   18
                     TAMARRON RENTAL POOL LEASE OPERATION
                           STATEMENTS OF OPERATIONS
                FOR THE QUARTERS ENDED MARCH 31, 1995 AND 1994

                               DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                                                          1995                      1994   
                                                                      -----------               -----------
<S>                                                                    <C>                       <C>
GROSS REVENUES                                                         $ 614,918                 $ 512,145
                                                                       ---------                 ---------
                                                       
DEDUCTIONS:                                            
  Agents' commissions                                                     17,258                    16,901
  Sales and marketing expenses                                            55,343                    43,527
  Audit fees                                                               2,451                     2,450
                                                                       ---------                 ---------
                                                                          75,052                    62,878
                                                                       ---------                 ---------
                                                       
ADJUSTED GROSS REVENUES                                                  539,866                   449,267
MANAGEMENT FEE                                                          (269,933)                 (224,634)
                                                                       ---------                 ---------
GROSS INCOME DISTRIBUTION                                                269,933                   224,633
                                                       
ADJUSTMENTS TO GROSS INCOME                            
  DISTRIBUTION:                                        
    Corporate complimentary occupancy fees                                   734                       939
    Occupancy fees                                                       (74,111)                  (60,957)
    Designated items                                                      (9,597)                  (14,368)
    Advisory Committee expenses                                           (1,524)                   (1,070)
                                                                       ---------                 ---------
                                                       
POOLED INCOME                                                            185,435                   149,177
                                                       
ADJUSTMENTS TO POOLED INCOME:                          
    Hospitality suite fees                                                  -                         -
    Occupancy fees                                                        74,111                    60,957
                                                                       ---------                 ---------
                                                       
NET INCOME DISTRIBUTION                                                $ 259,546                 $ 210,134
                                                                       =========                 =========
                                                       
                                                       
                                                       
  Average daily distribution                                           $   10.55                 $    8.10
  Average room rate                                                    $   66.80                 $   65.42
  Room nights                                                              9,206                     7,829
  Occupancy percentage                                                      37.4%                     30.2%
  Average number of available units                                          273                       288
  Number of units in Rental Pool at 3/31/95                                  289
</TABLE>                                               

  These statements were prepared from the books and records of the Rental Pool 
  without audit and, in the opinion of management, include all adjustments 
  which are necessary for a fair presentation.

                                    Page 18
<PAGE>   19
                     TAMARRON RENTAL POOL LEASE OPERATION
             STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES
                FOR THE QUARTERS ENDED MARCH 31, 1995 AND 1994

                               DISTRIBUTION FUND
                                       
<TABLE>
<CAPTION>
                                                       1995             1994    
                                                     ---------        ---------
<S>                                                  <C>              <C>      
BALANCE, beginning of period                         $    -           $    -

ADDITIONS:
  Amounts available for distribution                   259,546          210,134
  Interest received or receivable from
    Maintenance Escrow Fund                              2,309            1,158

REDUCTIONS:
  Amounts withheld for Maintenance Escrow Fund         (37,056)         (30,479)
    Amounts accrued or paid to participants           (224,799)        (180,813)
                                                     ---------        ---------

BALANCE, end of period                               $    -           $    -   
                                                     =========        =========



                            MAINTENANCE ESCROW FUND

BALANCE, beginning of period                         $ 397,655        $ 258,562

ADDITIONS:
  Amounts withheld from occupancy fees                  37,056           30,479
  Interest earned                                        2,309            1,158
  Reimbursement of designated items                      9,597           14,368
  Charges to participants to establish
    or restore escrow balances                          46,981            6,140

REDUCTIONS:
  Maintenance and inventory charges                    (30,037)         (22,695)
  Refurbishing charges                                  (8,876)            -
  Interest accrued or paid to
    Distribution Fund                                   (2,309)          (1,158)
  Designated items                                      (9,597)         (14,368)
  Refunds to participants as prescribed
    by Master Lease Agreement                          (13,800)          (5,221)
                                                      --------         --------


BALANCE, end of period                                $ 428,979        $ 267,265
                                                      =========        =========
</TABLE>


  These statements were prepared from the books and records of the Rental Pool 
  without audit and, in the opinion of management, include all adjustments 
  which are necessary for a fair presentation.


                                    Page 19

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                       3,076,530
<SECURITIES>                                         0
<RECEIVABLES>                                6,202,523
<ALLOWANCES>                                    63,537
<INVENTORY>                                  4,367,889
<CURRENT-ASSETS>                            14,855,895
<PP&E>                                      62,604,298
<DEPRECIATION>                              23,481,057
<TOTAL-ASSETS>                              55,017,425
<CURRENT-LIABILITIES>                       12,303,231
<BONDS>                                     22,978,764
<COMMON>                                         5,000
                                0
                                  4,577,000
<OTHER-SE>                                  10,703,062
<TOTAL-LIABILITY-AND-EQUITY>                55,017,425
<SALES>                                      6,307,000
<TOTAL-REVENUES>                            20,544,848
<CGS>                                        1,744,000
<TOTAL-COSTS>                               15,960,666
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 8,954
<INTEREST-EXPENSE>                             553,956
<INCOME-PRETAX>                              4,030,246
<INCOME-TAX>                                 1,515,400
<INCOME-CONTINUING>                          2,514,846
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,514,846
<EPS-PRIMARY>                                   490.05
<EPS-DILUTED>                                   490.05
        

</TABLE>


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