GOLF HOST RESORTS INC
10-Q, 1995-08-10
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 June 30, 1995


                          Commission File No. 2-64309


                            GOLF HOST RESORTS, INC.

            STATE OF COLORADO EMPLOYER IDENTIFICATION NO. 84-0631130

                Post Office Drawer 3131, Durango, Colorado 81302

                        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 20
<PAGE>   2

                            GOLF HOST RESORTS, INC.
                                 BALANCE SHEETS
                      JUNE 30, 1995 AND DECEMBER 31, 1994



                                     ASSETS
                  (Substantially all pledged - Notes 2 and 3)


<TABLE>
<CAPTION>
                                                                         June 30,                       December 31,
                                                                           1995                             1994    
                                                                       ------------                     ------------
<S>                                                                    <C>                              <C>
CURRENT ASSETS:
  Cash                                                                 $  2,064,507                     $    824,875
  Accounts and notes receivable                                           4,354,458                        3,871,305
  Inventories and supplies                                                4,414,051                        4,318,522
  Prepaid expenses and other                                              1,268,640                        1,255,488
  Intercompany receivables                                                  926,251                          448,587
                                                                       ------------                     ------------
         Total current assets                                            13,027,907                       10,718,777

LONG-TERM RECEIVABLES, less
  amounts currently due                                                     988,069                        1,088,484
                                                                       ------------                     ------------

PROPERTY AND EQUIPMENT, at cost,
  less accumulated depreciation                                          39,383,007                       38,922,416
                                                                       ------------                     ------------
                                                                       $ 53,398,983                     $ 50,729,677
                                                                       ============                     ============
</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
                      JUNE 30, 1995 AND DECEMBER 31, 1994


                    LIABILITIES AND SHAREHOLDERS' INVESTMENT


<TABLE>
<CAPTION>
                                                                          June 30,                      December 31,
                                                                           1995                             1994    
                                                                       ------------                     ------------
<S>                                                                    <C>                              <C>
CURRENT LIABILITIES:
  Notes payable                                                        $        100                     $        100
  Maturing long-term obligations                                          2,080,961                        2,053,566
  Accounts payable                                                        1,984,123                        1,481,701
  Accrued expenses                                                        4,082,622                        4,305,812
  Deposits and prepaid fees                                               2,047,181                        3,084,821
  Intercompany payables                                                       -                                -    
                                                                       ------------                     ------------
    Total current liabilities                                            10,194,987                       10,926,000
                                                                       ------------                     ------------

LONG-TERM OBLIGATIONS, less current
  maturities                                                             20,390,567                       21,430,570
                                                                       ------------                     ------------

LONG-TERM INTERCOMPANY                                                    5,320,284                        3,725,158
                                                                       ------------                     ------------

LONG-TERM CONTINGENCY                                                     2,028,104                        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                                         10,883,041                        8,252,828
                                                                       ------------                     ------------
    Total shareholders' investment                                       15,465,041                       12,834,828
                                                                       ------------                     ------------
                                                                       $ 53,398,983                     $ 50,729,677
                                                                       ============                     ============
</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 (LOSS)
          FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994


<TABLE>
<CAPTION>
                                              Quarters Ended June 30,                 Six Months Ended June 30,  
                                           ------------------------------           -----------------------------

                                               1995               1994                  1995              1994    
                                           -----------        -----------           -----------       -----------
<S>                                        <C>                <C>                   <C>               <C>
REVENUES:
     Hotel                                 $ 4,404,021        $ 4,127,614           $11,241,647       $ 9,659,811
     Food and beverage                       3,918,260          3,511,572             9,007,564         7,363,395
     Golf                                    4,042,575          3,896,355             9,689,099         9,253,558
     Other                                   2,181,998          2,028,840             5,153,392         4,316,050
     Real Estate Activity                        -                  -                     -                 -    
                                           -----------        -----------           -----------       -----------

                                            14,546,854         13,564,381            35,091,702        30,592,814
                                           -----------        -----------           -----------       -----------

COSTS AND OPERATING EXPENSES:
     Hotel                                   3,877,351          3,788,257             9,198,504         8,452,954
     Food and beverage                       2,640,127          2,463,350             5,578,855         4,919,898
     Golf                                    1,588,550          1,544,779             3,377,072         3,250,281
     Other                                   4,685,776          4,480,799             9,470,217         8,619,775
     General and administrative                905,313            924,514             2,032,894         1,917,106
     Real Estate Activity                        2,534              -                     2,775             -    
                                           -----------        -----------           -----------       -----------

                                            13,699,651         13,201,699            29,660,317        27,160,014
                                           -----------        -----------           -----------       -----------

OPERATING INCOME (LOSS)                        847,203            362,682             5,431,385         3,432,800

INTEREST, NET                                  472,624            517,630             1,026,560         1,042,402
                                           -----------        -----------           -----------       -----------

INCOME (LOSS) BEFORE INCOME TAXES              374,579           (154,948)            4,404,825         2,390,398

PARENT INCOME TAX CHARGE (CREDIT)              130,700            (62,800)            1,646,100           894,900
                                           -----------        -----------           -----------       -----------
INCOME (LOSS) BEFORE DIVIDEND
  REQUIREMENTS ON PREFERRED STOCK              243,879            (92,148)            2,758,725         1,495,498

DIVIDEND REQUIREMENTS ON
  PREFERRED STOCK                               63,900             63,900               128,512           128,512
                                           -----------        -----------           -----------       -----------

NET INCOME (LOSS) AVAILABLE
  TO COMMON SHAREHOLDERS                   $   179,979        $  (156,048)          $ 2,630,213       $ 1,366,986
                                           ===========        ===========           ===========       ===========

EARNINGS (LOSS) PER COMMON SHARE           $     36.00        $    (31.21)          $    526.04       $    273.40
                                           ===========        ===========           ===========       ===========
</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 EIGHTEEN MONTHS ENDED JUNE 30, 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              -          -               -              -              -        2,630,213       2,630,213
                                    -----     ------       ---------     ----------     ----------    ----------     -----------

Balance, June 30, 1995              5,000     $5,000       4,577,000     $4,577,000     $2,329,447    $8,553,594     $15,465,041
                                    =====     ======       =========     ==========     ==========    ==========     ===========
</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 SIX MONTHS ENDED JUNE 30, 1995 AND 1994

<TABLE>
<CAPTION>
                                                            SIX MONTHS ENDED JUNE 30,    
                                                           ---------------------------

                                                               1995           1994   
                                                           -----------     ----------- 
<S>                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net income before dividend requirements
         on preferred stock                                $ 2,758,725     $ 1,495,498
     Adjustments to reconcile net
         income to net cash flows from
         operating activities:
         Depreciation                                        1,270,200       1,212,600
         Changes in working capital
            other than cash (Note 8)                        (1,927,886)     (1,897,530)
                                                           -----------     ----------- 
         Net cash flows provided by
            operating activities                             2,101,039         810,568
                                                           -----------     ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES:

     Purchases of property and equipment                    (1,734,335)     (1,345,846)
     Recovery of cost of property and
         equipment sold                                          3,540          11,497
     Reduction in notes receivable                              73,451          77,993
     Additions in notes receivable                                (749)         (4,042)
                                                           -----------     ----------- 
         Net cash flows used in investing
            activities                                      (1,658,093)     (1,260,398)
                                                           -----------     ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES:

     Net change in notes payable                                 -            (595,004)
     Increases in long-term obligations                          8,047         305,286
     Decreases in long-term obligations                     (1,021,470)     (1,022,746)
     Increases in long-term intercompany                     1,595,126       1,193,630
     Increases in long-term contingency                        214,983         574,311
                                                           -----------     ----------- 
         Net cash flows used in
            financing activities                               796,686         455,477
                                                           -----------     ----------- 

NET DECREASE IN CASH                                         1,239,632           5,647

CASH, BEGINNING OF PERIOD                                      824,875         548,713
                                                           -----------     ----------- 

CASH, END OF PERIOD                                        $ 2,064,507     $   554,360
                                                           ===========     ===========
</TABLE>

Supplemental information on noncash financing and investing activities is
included in Note 8.

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
                             JUNE 30, 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 June 30, 1995 totalled
         $147,000.  These advances are reflected on the balance sheet as
         Long-term Contingency.

         Intercompany Allocations and Advances

         The amounts charged to the registrant for the quarters ended June 30,
         1995 and 1994 were $185,000 and $180,000, respectively.

         Participating Rental Units

         Rental pool distributions to the participating condominium owners for
         the quarters ended June 30, 1995 and 1994 were $2,165,000 and
         $2,065,000, respectively.

         Employee Benefit Plan

         Company contributions required under the plan for the quarters ended
         June 30, 1995 and 1994 were $37,000 and $31,000, respectively.

         Financial Statement Presentation

         Certain reclassifications have been made to the December 31, 1993,
         June 30, 1994 and December 31, 1994 financial statements to conform to
         the June 30, 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
         $3,906,000 was available for immediate use.



                                     Page 7
<PAGE>   8

(3)      LONG-TERM AND CAPITAL LEASE OBLIGATIONS

         Long-term obligations consist of the following:

<TABLE>
<CAPTION>
                                                             June 30,      December 31,
                                                               1995            1994    
                                                           -----------     -----------
<S>                                                        <C>             <C>
         Mortgage notes at varying
            rates, maturing primarily
            from 2006 to 2009                              $19,506,151     $19,890,351

         Equipment revolving credit line
            at prime plus 1%, maturing
            serially from 1997 to 1999                       3,167,767       3,835,670

         Other                                                 338,410         334,115

Unamortized debt discount expense                             (540,800)       (576,000)
                                                           -----------     -----------
                                                            22,471,528      23,484,136

    Less-current maturities                                  2,080,961       2,053,566
                                                           -----------     -----------
                                                           $20,390,567     $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>
                                                             June 30,      December 31,
                                                               1995           1994   
                                                           -----------     -----------
         <S>                                               <C>             <C>
         Rental pool lease operations                      $ 2,165,000     $ 1,895,688
         Salaries                                            1,239,822       1,244,500
         Taxes, other than income taxes                        390,372         731,278
         Other                                                 287,428         434,346
                                                           -----------     -----------
                                                           $ 4,082,622     $ 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>
                                                            Six Months Ended June 30, 
                                                           ---------------------------  
                                                               1995            1994   
                                                           -----------     ----------- 
     <S>                                                   <C>             <C>
         Accounts receivable                               $  (454,618)    $  (822,681)
         Inventories and supplies                              (95,529)        150,748
         Prepaid expenses and other                            (13,152)       (263,983)
         Intercompany                                         (606,176)       (693,010)
         Accounts payable                                      502,422          40,912
         Accrued expenses                                     (223,190)        201,010
         Deposits and prepaid fees                          (1,037,643)       (510,526)
                                                           -----------     ----------- 

                                                           $(1,927,886)    $(1,897,530)
                                                           ===========     =========== 


     Noncash Financing Activities:

         The Company satisfied its preferred
            stock dividend liability to
            Golf Hosts, Inc. through the
            intercompany account.                          $   128,512     $   128,512
</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, exceeded the prior
year level by almost 2%.  On a divisional basis, Innisbrook's gain approached
8% while Tamarron experienced a decline of approximately 18%.  Innisbrook
achieved substantially its entire improvement in the conference segment.
Tamarron's poor performance when compared with the prior year was generally
attributable to market concerns over availability of suitable transportation
into the Durango area.

         Total revenues increased 7%.  On a per occupied room basis, revenues
were $309.07 and $292.52 for 1995 and 1994, respectively.  Both locations
enjoyed improvements in guest spending, with gains of 3% and 12% for Innisbrook
and Tamarron, respectively.

         Costs and operating expenses of $13,700,000 amounted to 94% of total
revenues compared with 97% for the same period in 1994.  The improvement can be
attributed to guest spending level increases in excess of the approximate 3%
increase in the general price level (CPI-U) and economies of scale typically
associated with higher business volumes.  For example, general and
administrative expenses remained substantially unchanged, notwithstanding an
increase in total revenues of almost $1 million.  Interest, net, of $473,000
reflects a $45,000 reduction from the year ago level, attributable to interest
income from several sources which were partially offset by the increase in the
prime rate which impacts certain of the Company's indebtedness.

         For the six month period, occupancy improved 10% from the 1994 level,
with Innisbrook achieving a 14% gain while Tamarron experienced a 4% decline.
Total revenues increased 15%.  Not surprisingly, revenue per occupied room
night improved, increasing 4% from the 1994 level to $339.88.  Costs and
operating expenses were 85% and 89% of total revenues for 1995 and 1994,
respectively.  Interest, net, although slightly below the prior year level,
reflected higher interest rates than a year earlier, with the interest income
component of net interest expense accounting for the overall reduction.


Financial Condition 

         Net working capital at June 30, 1995 was $2,833,000, representing
improvements of $3,040,000 and $1,146,000 from December 31, 1994 and June 30,
1994, respectively.  Variances between periods reflect the seasonal nature of
the Company's business and are not unusual.

         Based on continuing improvements in operations and the existence of
credit facilities with the Company's lenders, resources are expected to be
satisfactory 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
         quarter and six months ended June 30, 1995.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             1 -- INNISBROOK RENTAL POOL LEASE OPERATION Memorandum of Procedure
                  under Letter Agreement Life-Safety Equipment - March 23, 1993
                  for Deductions from Rental Pool Distributions

             27 -- Financial Data Schedule (for SEC use 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:  August 9, 1995                      By:  /s/ R. S. Ferreira           
     --------------------                     -------------------------------
                                              Richard S. Ferreira
                                              Executive Vice President
                                              Chief Financial Officer
                                           
                                           
                                           
                                           
Date:  August 9, 1995                      By:  /s/ A. S. Herzog             
     --------------------                     -------------------------------
                                              A. Stephen Herzog
                                              Vice President and Controller
                                              Chief Accounting Officer
                                           
                                           
                                           
                                           
Date:  August 9, 1995                      By:  /s/ R. L. Akin               
     -------------------                      -------------------------------
                                              Richard L. Akin
                                              Vice President
                                              and Treasurer
                                           


                                    Page 12

<PAGE>   1
                                                                      EXHIBIT 1





                     INNISBROOK RENTAL POOL LEASE OPERATION
                            Memorandum of Procedure
                                     under
            Letter Agreement Life-Safety Equipment - March 23, 1993
                                      for
                   Deductions from Rental Pool Distributions




         The primary purpose of this memorandum is to set forth the methodology
by which reimbursements to Golf Host Resorts (GHR) for amounts expended for
life-safety improvements (fire sprinklers and electronic door locks) are to be
estimated and deducted from amounts otherwise available for distribution to
rental pool participants.

         Not later than April 15 of any year in which there remains any
unreimbursed amount, GHR in cooperation with the Lessors' Advisory Committee
(LAC) shall estimate the total rental pool distribution for such year.  This
estimate shall be updated on ninety-day intervals.

         For the first quarter, if such estimate exceeds the threshold of
$7,375,000, then 50% of such excess is the Preliminary Reimbursement
Requirement (PRR) (This would be limited to the actual balance due).  The PRR
shall be allocated to the first quarter based upon such quarter's ratio to the
total estimate, then allocated, based upon room revenues, to the respective
months.

         For the balance of the year, the PRR allocation to the then current
quarter shall be likewise determined and, in addition, such quarter shall be
adjusted to include a prorata portion of the impact, if any, of the updated
estimate on prior quarters.  Based upon annual audited results, any PRR
quarterly deduction variances for a given year shall be combined with the
respective quarterly PRR allocations in the immediately subsequent year.



                                    Page 13
<PAGE>   2

                          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 quarter and six months ended June 30, 1995.

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 14
<PAGE>   3
                    INNISBROOK RENTAL POOL LEASE OPERATION
                                BALANCE SHEETS
                             JUNE 30, 1995 AND 1994

                               DISTRIBUTION FUND

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

RECEIVABLE FROM GOLF HOST RESORTS, INC.
  FOR DISTRIBUTION - FULLY SECURED                                                    $1,790,199     $1,651,755
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND                                          14,308          6,728
                                                                                      ----------     ----------
                                                                                      $1,804,507     $1,658,483
                                                                                      ==========     ==========

                                LIABILITIES AND PARTICIPANTS' FUND BALANCES

DUE TO PARTICIPANTS FOR DISTRIBUTION                                                  $1,585,920     $1,492,001
DUE TO MAINTENANCE ESCROW FUND                                                           182,587        166,482
DUE TO GOLF HOST RESORTS, INC. FOR
  LIFE-SAFETY EQUIPMENT (1)                                                               36,000           -
PARTICIPANTS' FUND BALANCES                                                                 -              -   
                                                                                      ----------     ----------
                                                                                      $1,804,507     $1,658,483
                                                                                      ==========     ==========

                                           MAINTENANCE ESCROW FUND

                                                   ASSETS

CASH AND CASH EQUIVALENTS                                                             $1,350,282     $  735,423
INVENTORIES                                                                                  251          5,184
RECEIVABLE FROM DISTRIBUTION FUND                                                        182,587        166,482
INTEREST RECEIVABLE                                                                       13,549          3,837
                                                                                      ----------     ----------
                                                                                      $1,546,669     $  910,926
                                                                                      ==========     ==========

                                LIABILITIES AND PARTICIPANTS' FUND BALANCES

ACCOUNTS PAYABLE                                                                      $  115,136     $   23,515
INTEREST PAYABLE TO DISTRIBUTION FUND                                                     14,308          6,728
CARPET CARE RESERVE                                                                       55,603         80,608
PARTICIPANTS' FUND BALANCES                                                            1,361,622        800,075
                                                                                      ----------     ----------
                                                                                      $1,546,669     $  910,926
                                                                                      ==========     ==========
</TABLE>


(1)       As discussed in Note 3 to the Financial Statements of the Innisbrook
Rental Pool Lease Operation for the year ended December 31, 1994 (contained in
Golf Host Resorts, Inc. Form 10-K filing for 1994), reimbursement of
life-safety equipment costs becomes due as certain distribution levels are
achieved.  Such reimbursements amounted to $36,000 and $130,000 for the
quarters ended June 30, 1995 and March 31, 1995, respectively.  As of June 30,
1995, $1,656,119 of principal (after application of the current quarter
reimbursement of $36,000) remained unpaid.


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>   4
                     INNISBROOK RENTAL POOL LEASE OPERATION
                            STATEMENTS OF OPERATIONS
          FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994

                               DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                            Current Quarter                   Year-to-Date        
                                      ---------------------------      ---------------------------
                                          1995            1994             1995            1994   
                                      -----------     -----------      -----------     -----------
<S>                                   <C>             <C>              <C>             <C>
GROSS REVENUES                        $ 3,544,678     $ 3,169,184      $ 9,767,386     $ 8,189,236
                                      -----------     -----------      -----------     -----------

REDUCTIONS:
  Agents' commissions                     140,450         102,140          241,478         270,428
  Audit fees                                3,000           2,850            5,850           5,700
                                      -----------     -----------      -----------     -----------
                                          143,450         104,990          247,328         276,128
                                      -----------     -----------      -----------     -----------
ADJUSTED GROSS REVENUES                 3,401,228       3,064,194        9,520,058       7,913,108
MANAGEMENT FEE                         (1,598,577)     (1,440,171)      (4,474,427)     (3,719,161)
                                      -----------     -----------      -----------     ----------- 
GROSS INCOME DISTRIBUTION               1,802,651       1,624,023        5,045,631       4,193,947

ADJUSTMENTS TO GROSS INCOME
  DISTRIBUTION:
    Corporate complimentary
      occupancy fees                        1,766           1,589            3,210           3,542
    Occupancy fees                       (365,165)       (332,957)        (813,416)       (711,064)
    Advisory Committee expenses           (21,325)        (19,754)         (41,737)        (42,887)
    Life-safety reimbursement             (36,000)           -            (166,000)           -   
                                      -----------     -----------      -----------     -----------
NET INCOME DISTRIBUTION                 1,381,927       1,272,901        4,027,688       3,443,538

ADJUSTMENTS TO NET INCOME
  DISTRIBUTION:
  Occupancy fees                          365,165         332,957          813,416         711,064
  Hospitality suite fees                      770           4,344            2,727           9,096
  Greens fees                              23,407          21,818           61,076          57,480
  Additional participation credit          18,930          19,735           38,265          39,710
                                      -----------     -----------      -----------     -----------

AMOUNT AVAILABLE FOR DISTRIBUTION
  TO PARTICIPANTS                     $ 1,790,199     $ 1,651,755      $ 4,943,172     $ 4,260,888
                                      ===========     ===========      ===========     ===========


  Average daily distribution          $     21.63     $     19.34      $     31.19     $     26.33
  Average room rate                   $     94.08     $     90.77      $    115.38     $    109.92
  Room nights                              37,679          34,915           84,652          74,505
  Occupancy percentage                       45.5%           40.9%            53.4%           46.0%
  Average number of available units           909             938              876             894
</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>   5
                     INNISBROOK RENTAL POOL LEASE OPERATION
              STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES
          FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994

                               DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                                          CURRENT QUARTER                 YEAR-TO-DATE         
                                                     ---------------------------    ----------------------------
                                                        1995            1994           1995             1994    
                                                     -----------     -----------    -----------      -----------
<S>                                                  <C>             <C>            <C>              <C>
BALANCE, beginning of period                         $      -        $      -       $      -         $      -

ADDITIONS:
  Amounts available for distribution
         before life-safety reimbursement              1,790,199       1,651,755      4,943,172        4,260,888
  Interest received or receivable from
         Maintenance Escrow Fund                          14,308           6,728         24,771           11,863

REDUCTIONS:
  Amounts withheld for Maintenance Escrow Fund          (182,587)       (166,482)      (406,717)        (355,539)
  Amounts due Golf Host Resorts, Inc. for
     life-safety reimbursement                           (36,000)           -          (166,000)            -
  Amounts accrued or paid to participants             (1,585,920)     (1,492,001)    (4,395,226)      (3,917,212)
                                                     -----------     -----------    -----------      -----------

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


                                                 MAINTENANCE ESCROW FUND

BALANCE, beginning of period                         $ 1,128,267     $   905,831    $   851,207      $   733,465

ADDITIONS:
  Amounts withheld from occupancy fees                   182,587         166,482        406,717          355,539
  Interest earned                                         14,308           6,728         24,771           11,863
  Charges to participants to establish
       or restore escrow balances                        497,298         142,276        716,841          332,791

REDUCTIONS:
  Maintenance charges                                   (433,696)       (382,959)      (588,992)        (565,257)
  Carpet care reserve deposit                             (3,655)        (13,318)        (8,141)         (28,442)
     Interest accrued or paid to
       Distribution Fund                                 (14,308)         (6,728)       (24,771)         (11,863)
  Refunds to participants as prescribed
    by Master Lease Agreement                             (9,179)        (18,237)       (16,010)         (28,021)
                                                     -----------     -----------    -----------      ----------- 

BALANCE, end of period                               $ 1,361,622     $   800,075    $ 1,361,622      $   800,075
                                                     ===========     ===========    ===========      ===========
</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>   6

                     TAMARRON RENTAL POOL LEASE OPERATION
                                BALANCE SHEETS
                             JUNE 30, 1995 AND 1994

                               DISTRIBUTION FUND

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

CASH                                                                   $    1,000      $    1,000
RECEIVABLE FROM GOLF HOST RESORTS, INC.
  FOR DISTRIBUTION                                                        374,840         413,130
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND                              521           1,468
                                                                       ----------      ----------
                                                                       $  376,361      $  415,598
                                                                       ==========      ==========


                           LIABILITIES AND PARTICIPANTS' FUND BALANCES

DUE TO PARTICIPANTS FOR DISTRIBUTION                                   $  307,941      $  355,411
DUE TO MAINTENANCE ESCROW FUND                                             68,420          60,187
PARTICIPANTS' FUND BALANCES                                                  -               -   
                                                                       ----------      ----------
                                                                       $  376,361      $  415,598
                                                                       ==========      ==========


                                     MAINTENANCE ESCROW FUND

                                             ASSETS

CASH AND CASH EQUIVALENTS                                              $   99,949      $  138,600
DUE FROM DISTRIBUTION FUND                                                 68,421          60,187
INVENTORY:
  Linen                                                                   109,303          63,454
  Materials and supplies                                                   13,538          12,406
DEPOSITS                                                                   62,837                
                                                                       ----------      ----------
                                                                       $  354,048      $  274,647
                                                                       ==========      ==========


                                       LIABILITIES AND PARTICIPANTS' FUND BALANCES

ACCOUNTS PAYABLE                                                       $    2,014      $    1,631
INTEREST PAYABLE TO DISTRIBUTION FUND                                         521           1,468
PARTICIPANTS' FUND BALANCES                                               351,513         271,548
                                                                       ----------      ----------
                                                                       $  354,048      $  274,647
                                                                       ==========      ==========
</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>   7
                      TAMARRON RENTAL POOL LEASE OPERATION
                            STATEMENTS OF OPERATIONS
          FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994

                               DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                                   CURRENT QUARTER                 YEAR-TO-DATE        
                                             ---------------------------    -------------------------- 
                                                 1995            1994           1995           1994   
                                             -----------     -----------    -----------    -----------
<S>                                          <C>             <C>            <C>            <C>
GROSS REVENUES                               $   859,343     $   958,430    $ 1,474,261    $ 1,470,575

REDUCTIONS:
  Advertising and promotional expenses            31,463          33,876         48,721         77,403
  Agents' commissions                             77,341          98,541        132,684        115,442
  Audit fees                                       2,529           2,451          4,980          4,901
                                             -----------     -----------    -----------    -----------
                                                 111,333         134,868        186,385        197,746
                                             -----------     -----------    -----------    -----------
ADJUSTED GROSS REVENUES                          748,010         823,562      1,287,876      1,272,829
MANAGEMENT FEE                                  (374,005)       (411,781)      (643,938)      (636,415)
                                             -----------     -----------    -----------    ----------- 
GROSS INCOME DISTRIBUTION                        374,005         411,781        642,938        636,414

ADJUSTMENTS TO GROSS INCOME
  DISTRIBUTION:
    Corporate complimentary
      occupancy fees                                 730             676          1,464          1,615
    Occupancy fees                               (75,742)        (92,552)      (149,853)      (153,509)
    Designated items                             (25,381)        (11,382)       (34,978)       (25,750)
    Advisory Committee expenses                   (4,168)         (1,529)        (5,692)        (2,599)
                                             -----------     -----------    -----------    ----------- 
POOLED INCOME                                    269,444         306,994        454,879        456,171

ADJUSTMENTS TO POOLED INCOME:
  Hospitality suite fees                             105             673            105            673
  Occupancy fees                                  75,742          92,552        149,853        153,509
                                             -----------     -----------    -----------    -----------

NET INCOME DISTRIBUTION                      $   345,291     $   400,219    $   604,837    $   610,353
                                             ===========     ===========    ===========    ===========



  Average daily distribution                 $     13.42     $     15.06    $     12.02    $     11.63
  Average room rate                          $     91.54     $     83.66    $     79.29    $     76.25
  Room nights                                      9,388          11,456         18,594         19,285
  Occupancy percentage                              36.5%           43.1%          37.0%          36.7%
  Average number of available units                  283             292            278            290
</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
<PAGE>   8
                      TAMARRON RENTAL POOL LEASE OPERATION
              STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES
          FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994

                              DISTRIBUTION FUND

<TABLE>
<CAPTION>
                                                       CURRENT QUARTER                  YEAR-TO-DATE         
                                                 ---------------------------     -------------------------- 
                                                     1995            1994            1995           1994    
                                                 -----------     -----------     -----------    -----------
<S>                                              <C>             <C>             <C>            <C>
BALANCE, beginning of period                     $      -        $      -        $      -       $      -

ADDITIONS:
  Amounts available for distribution                 345,291         400,219         604,836        610,353
  Interest received or receivable from
    Maintenance Escrow Fund                              521           1,468           2,830          2,626

REDUCTIONS:
  Amounts withheld for Maintenance Escrow Fund       (37,871)        (46,277)        (74,927)       (76,756)
  Amounts accrued or paid to participants           (307,941)       (355,410)       (532,739)      (536,223)
                                                 -----------     -----------     -----------    -----------
BALANCE, end of period                           $      -        $      -        $      -       $      -   
                                                 ===========     ===========     ===========    =========== 


                            MAINTENANCE ESCROW FUND

BALANCE, beginning of period                     $   428,979     $   267,265     $   397,655    $   258,562

ADDITIONS:
  Amounts withheld from occupancy fees                37,871          46,277          74,927         76,756
  Interest earned                                        521           1,468           2,830          2,626
  Reimbursement of designated items                   25,381          11,382          34,978         25,750
  Charges to participants to establish
    or restore escrow balances                        30,085           9,377          77,066         15,517

REDUCTIONS:
  Maintenance and inventory charges                  (70,620)        (46,395)       (100,657)       (69,090)
  Refurbishing charges                               (73,902)           (261)        (82,778)          (261)
  Interest accrued or paid to
    Distribution Fund                                   (521)         (1,468)         (2,830)        (2,626)
  Designated items                                   (25,381)        (11,382)        (34,978)       (25,750)
  Refunds to participants as prescribed
    by Master Lease Agreement                           (900)         (4,715)        (14,700)        (9,936)
                                                 -----------     -----------     -----------    ----------- 

BALANCE, end of period                           $   351,513     $   271,548     $   351,513    $   271,548
                                                 ===========     ===========     ===========    ===========
</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 20

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       2,064,507
<SECURITIES>                                         0
<RECEIVABLES>                                4,453,766
<ALLOWANCES>                                    99,308
<INVENTORY>                                  4,414,051
<CURRENT-ASSETS>                            13,027,907
<PP&E>                                      63,244,658
<DEPRECIATION>                              23,861,651
<TOTAL-ASSETS>                              53,398,983
<CURRENT-LIABILITIES>                       10,194,987
<BONDS>                                     22,471,528
<COMMON>                                         5,000
                                0
                                  4,577,000
<OTHER-SE>                                  10,883,041
<TOTAL-LIABILITY-AND-EQUITY>                53,398,983
<SALES>                                     11,458,774
<TOTAL-REVENUES>                            35,091,702
<CGS>                                        3,363,369
<TOTAL-COSTS>                               29,660,317
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                69,510
<INTEREST-EXPENSE>                           1,026,560
<INCOME-PRETAX>                              4,404,825
<INCOME-TAX>                                 1,646,100
<INCOME-CONTINUING>                          2,758,725
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,758,725
<EPS-PRIMARY>                                   526.04
<EPS-DILUTED>                                   526.04
        

</TABLE>


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