<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 3l, l996
Commission File No. 2-64309
GOLF HOST RESORTS, INC.
STATE OF COLORADO EMPLOYER IDENTIFICATION NO. 84-0631130
Post Office Box 3131, Durango, Colorado 81302-3l3l
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 l of l9
<PAGE> 2
GOLF HOST RESORTS, INC.
BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
ASSETS
(Substantially all pledged - Notes 2 and 3)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 238,698 $ 3l2,603
Accounts receivable 8,26l,l8l 4,47l,677
Notes receivable l47,420 627,8l7
Inventories and supplies 4,373,79l 4,392,498
Prepaid expenses and other l,046,700 l,207,l86
Intercompany receivables 33l,789 567,455
----------- -----------
Total current assets l4,399,579 ll,579,236
----------- -----------
LONG-TERM RECEIVABLES, less
amounts currently due 989,785 l,0ll,87l
----------- -----------
PROPERTY AND EQUIPMENT, at cost,
less accumulated depreciation
and amortization 40,l92,044 40,23l,020
----------- -----------
$55,58l,408 $52,822,l27
=========== ===========
</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, 1996 AND DECEMBER 31, 1995
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable $ 94l,844 $ l,285,773
Maturing long-term obligations l,929,603 l,854,40l
Accounts payable 2,550,659 l,9ll,052
Accrued expenses 5,02l,354 4,274,085
Deposits and prepaid fees 2,0l4,632 2,68l,066
----------- -----------
Total current liabilities l2,458,092 l2,006,377
----------- -----------
LONG-TERM OBLIGATIONS, less current
maturities l9,829,990 20,659,348
----------- -----------
LONG-TERM INTERCOMPANY 4,986,245 4,l24,2l0
----------- -----------
LONG-TERM CONTINGENCY (Note l) 2,078,40l 2,077,759
----------- -----------
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
Paid in capital 2,329,447 2,329,447
Retained Earnings 9,3l7,233 7,042,986
----------- -----------
Total shareholders' investment l6,228,680 l3,954,433
----------- -----------
$55,58l,408 $52,822,l27
=========== ===========
</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, 1996 AND 1995
<TABLE>
<CAPTION>
Quarters Ended March 3l,
-------------------------------
1996 1995
----------- -----------
<S> <C> <C>
REVENUES:
Hotel $ 6,700,42l $ 6,837,626
Food and beverage 4,827,6l6 5,045,090
Golf 5,854,393 5,646,526
Other 2,324,626 2,536,855
Real estate activities (l4,288) -
----------- -----------
l9,692,768 20,066,097
----------- -----------
COSTS AND OPERATING EXPENSES:
Hotel 5,2l4,842 5,3l6,l85
Food and beverage 2,999,ll3 2,958,900
Golf l,73l,896 l,788,522
Other 4,395,603 4,362,003
General and administrative l,094,4l5 l,056,064
Real estate activities 477 24l
----------- -----------
l5,436,346 l5,48l,9l5
----------- -----------
OPERATING INCOME 4,256,422 4,584,l82
INTEREST, NET 5l4,l97 553,936
----------- -----------
INCOME BEFORE INCOME TAX 3,742,225 4,030,246
PARENT INCOME TAX CHARGE l,403,900 l,5l5,400
----------- -----------
INCOME BEFORE DIVIDEND
REQUIREMENTS ON PREFERRED STOCK 2,338,325 2,5l4,846
DIVIDEND REQUIREMENTS ON
PREFERRED STOCK 64,078 64,6l2
----------- -----------
NET INCOME AVAILABLE
TO COMMON SHAREHOLDERS $ 2,274,247 $ 2,450,234
=========== ===========
EARNINGS PER COMMON SHARE $ 454.85 $ 490.05
=========== ===========
</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, 1996
<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 3l, 1994 5,000 $5,000 4,577,000 $4,577,000 $2,329,447 $5,923,38l $l2,834,828
----- ------ --------- ---------- ---------- ---------- -----------
Net income available to
common shareholders - - - - - l,ll9,605 l,ll9,605
----- ------ --------- ---------- ---------- ---------- -----------
Balance, December 31, 1995 5,000 5,000 4,577,000 4,577,000 2,329,447 7,042,986 l3,954,433
Net income available to
common shareholders - - - - - 2,274,247 2,274,247
----- ------ --------- ---------- ---------- ---------- -----------
Balance, March 31, 1996 5,000 $5,000 4,577,000 $4,577,000 $2,329,447 $9,3l7,233 $16,228,680
===== ====== ========= ========== ========== ========== ===========
</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, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income before dividend
requirements on preferred stock $ 2,338,325 $ 2,5l4,846
Adjustments to reconcile net
income to net cash flows
from operating activities:
Depreciation and amortization 620,l00 635,l00
Changes in operating working capital
other than cash (Note 7) (2,747,206) (650,207)
----------- -----------
Net cash flows provided by
operating activities 2ll,2l9 2,499,739
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (585,560) (839,477)
Recovery of cost of property and
equipment sold 4,440 3,540
Additions to notes receivable (l7,256) (396)
Reductions in notes receivable 5l9,736 43,l67
----------- -----------
Net cash flows used in investing
activities (78,640) (793,l66)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in notes payable (343,929) -
Increases in long-term obligations 3,978 3,9l0
Decreases in long-term obligations (665,l32) (509,282)
Increase in long-term intercompany 797,957 l,0l6,048
Increase in long-term contingency 642 34,406
----------- -----------
Net cash flows provided by
financing activities (206,484) 545,062
----------- -----------
NET INCREASE IN CASH (73,905) 2,25l,655
----------- -----------
CASH, BEGINNING OF QUARTER 3l2,603 824,875
----------- -----------
CASH, END OF QUARTER $ 238,698 $ 3,076,530
=========== ===========
</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, 1996 AND 1995
(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, 1995.
Financial Statement Presentation
Certain reclassifications have been made to the December 3l, l994,
March 3l, l995 and December 3l, l995 financial statements to conform
to the March 3l, l996 presentation. All adjustments to the interim
financial statements are of a normal recurring nature.
(2) LINES OF CREDIT
During the quarter, there was no significant change from the 10-K
filing of December 31, 1995 except as follows:
Under provisions of the related loan agreements, approximately
$5,058,000 was available for immediate use.
(3) LONG-TERM OBLIGATIONS AND CAPITAL LEASE OBLIGATIONS
Long-term obligations consist of the following:
<TABLE>
<CAPTION>
March 3l, December 31,
1996 1995
----------- ------------
<S> <C> <C>
Mortgage notes at varying
rates, maturing primarily
from 2006 to 2009 $l7,973,966 $l8,8l0,l40
Equipment revolving credit line
at prime, maturing serially
from l997 to 2000 3,60l,945 3,862,987
Other 672,432 346,622
Unamortized debt discount and
expense (488,750) (506,000)
----------- -----------
2l,759,593 22,5l3,749
Less-current maturities (l,929,603) (l,854,40l)
----------- -----------
$l9,829,990 $20,659,348
=========== ===========
</TABLE>
Page 7
<PAGE> 8
The remainder of Note 3 has not changed significantly from the 10-K
filing of December 31, 1995.
(4) LEASES
During the quarter, there was no significant change from the 10-K
filing of December 31, 1995.
(5) ACCRUED EXPENSES
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
March 3l, December 31,
l996 l995
----------- -----------
<S> <C> <C>
Rental pool lease operations $ 3,473,610 $ l,760,259
Salaries 763,l42 l,400,364
Taxes, other than income taxes 379,400 742,033
Other 405,202 37l,429
----------- -----------
$ 5,02l,354 $ 4,274,085
=========== ===========
</TABLE>
(6) INCOME TAX ALLOCATION AND SHARING POLICY
During the quarter, there was no significant change from the 10-K
filing of December 31, 1995.
(7) SUPPLEMENTAL CASH FLOW DATA
The (increases) decreases in working capital other than cash are as
follows:
<TABLE>
<CAPTION>
Three Months Ended March 3l,
-------------------------------------
1996 1995
----------- ------------
<S> <C> <C>
Accounts receivable $(3,789,504) $(2,280,257)
Inventories and supplies l8,707 (7,l82)
Prepaid expenses and other l60,486 (l4,660)
Intercompany 235,663 363,l0l
Accounts payable 639,607 l,233,455
Accrued expenses 747,269 563,026
Deposits and prepaid fees (759,434) (507,690)
----------- -----------
$(2,747,206) $ (650,207)
=========== ===========
</TABLE>
Page 8
<PAGE> 9
<TABLE>
<S> <C> <C>
Noncash Financing Activities:
The Company satisfied its preferred
stock dividend liability to
Golf Hosts, Inc. through the
long-term intercompany account. $ 64,078 $ 64,6l2
</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, declined 8.0% from
the prior year level. On a divisional basis, the decreases were 5.5% and 20.7%
for Innisbrook and Tamarron, respectively. The most significant change at both
resort locations was in the conference segment. This decline was reflective of
fewer short-term bookings, particularly at Innisbrook.
On a per occupied room night basis, revenues, excluding those
attributable to real estate activities, increased 6.8%, from $357.l8 to
$38l.35. Although a portion of the gain can be attributed to the impact of the
relatively fixed level of condominium owner and member spending on the average
spending statistic as the level of occupancy declines, the overall gain in the
average spending statistic suggests that real gains in transient guest spending
occurred. On a divisional basis spending was $4l4.09 and $l82.29, compared
with $394.86 and $l69.20 a year earlier, for Innisbrook and Tamarron,
respectively. These gains account for the modest decline of approximately l.8%
in total revenue when contrasted with the 8.0% decline in room nights.
Operating expenses as a percentage of total revenues was 78.4%,
compared with 77.2% a year earlier. The increase generally can be attributed
to lost economies of scale that typically accompany declines in the level of
business. Interest expense, net, reflects both a decline in the level of debt
outstanding and reductions in the rates of interest on that debt, when compared
with a year earlier; and interest income from mortgage notes receivable
resulting from real estate sales at Tamarron during l995.
In summary, when compared with a year ago, the $288,02l decline in
income before income tax reflects the $373,328 drop in revenues partially
offset by reductions in costs and operating expenses, and interest, net, of
$45,568 and $39,739, respectively.
Financial Condition
At March 3l, l996, the Company's net working capital was $l,94l,487,
compared with deficit net working capital of $427,l4l at December 3l, l995 and
net working capital of $2,552,664 at March 3l, l995. The Company's operations
are seasonal in nature; consequently, variations in working capital are to be
expected.
Operating cash flow is at its highest level for the year during the
first quarter 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 l0
<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,
1996 and l995.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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 l4, l996 By: /s/ R. S. Ferreira
--------------------- -------------------------------
Richard S. Ferreira
Executive Vice President
Chief Financial Officer
Date: May l4, l996 By: /s/ A. S. Herzog
--------------------- -------------------------------
A. Stephen Herzog
Vice President and Controller
Chief Accounting Officer
Date: May l4, l996 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 3l, l996 and 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, 1995 (File No. 2-64309).
Page 13
<PAGE> 14
INNISBROOK RENTAL POOL LEASE OPERATION
BALANCE SHEETS MARCH 31, 1996
AND 1995
DISTRIBUTION FUND
<TABLE>
<CAPTION>
1996 1995
---------- -----------
<S> <C> <C>
ASSETS
RECEIVABLE FROM GOLF HOST RESORTS, INC.
FOR DISTRIBUTION - FULLY SECURED $3,249,762 $3,282,973
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND 24,347 l0,463
---------- ----------
$3,204,109 $3,293,436
========== ==========
LIABILITIES AND PARTICIPANTS' FUND BALANCES
DUE TO PARTICIPANTS FOR DISTRIBUTION $2,858,421 $2,939,306
DUE TO MAINTENANCE ESCROW FUND 404,62l 224,l30
RESERVE FOR ESTIMATED
LIFE-SAFETY REIMBURSEMENT 5,735 l30,000
PARTICIPANTS' FUND BALANCES - -
---------- ----------
$3,274,109 $3,293,436
========== ==========
MAINTENANCE ESCROW FUND
ASSETS
CASH AND CASH EQUIVALENTS $l,l47,24l $ 966,547
INVENTORIES 25l 25l
RECEIVABLE FROM DISTRIBUTION FUND 404,62l 224,l30
INTEREST RECEIVABLE 32,l48 l5,600
---------- ----------
$l,584,26l $l,206,528
========== ==========
LIABILITIES AND PARTICIPANTS' FUND BALANCES
ACCOUNTS PAYABLE $ l4,933 $ (49)
INTEREST PAYABLE TO DISTRIBUTION FUND 24,347 l0,463
CARPET CARE RESERVE 48,086 67,847
PARTICIPANTS' FUND BALANCES l,496,895 l,l28,267
---------- ----------
$l,584,26l $l,206,528
========== ==========
</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, 1996 AND 1995
DISTRIBUTION FUND
<TABLE>
<CAPTION>
Quarters ended March 3l,
-------------------------------
1996 1995
----------- -----------
<S> <C> <C>
GROSS REVENUES $ 6,l66,059 $ 6,222,708
----------- -----------
DEDUCTIONS:
Agents' commissions ll8,547 l0l,028
Audit fees 3,l00 2,850
----------- -----------
l2l,647 l03,878
----------- -----------
ADJUSTED GROSS REVENUES 6,044,4l2 6,ll8,830
MANAGEMENT FEE (2,840,874) (2,875,850)
----------- -----------
GROSS INCOME DISTRIBUTION 3,203,538 3,242,980
ADJUSTMENTS TO GROSS INCOME
DISTRIBUTION:
Corporate complimentary occupancy fees 3,005 l,444
Occupancy fees (539,49l) (448,25l)
Advisory Committee expenses (22,239) (20,4l2)
Life-safety reimbursement (5,735) (l30,000)
----------- -----------
NET INCOME DISTRIBUTION 2,639,078 2,645,76l
ADJUSTMENTS TO NET INCOME DISTRIBUTION:
Occupancy fees 539,49l 448,25l
Hospitality suite fees 4,328 l,958
Greens fees 37,508 37,668
Additional participation credit l8,290 l9,335
----------- -----------
AMOUNT AVAILABLE FOR DISTRIBUTION
TO PARTICIPANTS $ 3,238,695 $ 3,l52,973
=========== ===========
Average daily distribution $ 42.79 $ 4l.62
Average room rate $ $l38.94 $ l32.47
Room nights 44,378 46,973
Occupancy percentage 58.6% 62.0%
Available number of units 75,692 76,865
Average number of available units 832 842
</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 l5
<PAGE> 16
INNISBROOK RENTAL POOL LEASE OPERATION
STATEMENTS OF CHANGES IN PARTICIPANTS' FUND
BALANCES FOR THE QUARTERS ENDED MARCH 31,
1996 AND 1995
DISTRIBUTION FUND
<TABLE>
<CAPTION>
Quarters ended March 3l,
-------------------------------------
1996 1995
----------- -----------
<S> <C> <C>
BALANCE, beginning of period $ - $ -
ADDITIONS:
Amounts available for distribution
before life-safety reimbursement 3,244,430 3,282,973
Interest received or receivable from
Maintenance Escrow Fund 24,347 l0,463
REDUCTIONS:
Amounts withheld for Maintenance Escrow Fund (404,62l) (224,l30)
Amounts held in reserve for estimated
life-safety reimbursement (5,735) (130,000)
Amounts accrued or paid to participants (2,858,42l) (2,939,306)
----------- -----------
BALANCE, end of period $ - $ -
=========== ===========
</TABLE>
MAINTENANCE ESCROW FUND
<TABLE>
<CAPTION>
Quarters ended March 3l,
-------------------------------------
1996 1995
----------- -----------
<S> <C> <C>
BALANCE, beginning of period $ l,l4l,259 $ 85l,207
ADDITIONS:
Amounts withheld from occupancy fees 404,62l 224,l30
Interest earned 24,347 l0,463
Charges to participants to establish
or restore escrow balances 239,474 2l9,543
REDUCTIONS:
Maintenance charges (266,489) (l55,296)
Carpet care reserve deposit (l0,792) (4,486)
Interest accrued or paid to
Distribution Fund (24,347) (l0,463)
Refunds to participants as prescribed by
the Master Lease Agreement (ll,l78) (6,83l)
----------- -----------
BALANCE, end of period $ l,496,895 $ l,l28,267
=========== ===========
</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 l6
<PAGE> 17
TAMARRON RENTAL POOL LEASE OPERATION BALANCE SHEETS
MARCH 31, 1996 AND 1995
DISTRIBUTION FUND
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
CASH $ l,000 $ 1,000
RECEIVABLE FROM GOLF HOST RESORTS, INC.
FOR DISTRIBUTION 223,848 270,667
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND l,l80 2,309
---------- ----------
$ 226,028 $ 273,976
========== ==========
LIABILITIES AND PARTICIPANTS' FUND BALANCES
DUE TO PARTICIPANTS FOR DISTRIBUTION $ l83,300 $ 224,799
DUE TO MAINTENANCE ESCROW FUND 42,728 49,l77
PARTICIPANTS' FUND BALANCES - -
---------- ----------
$ 226,028 $ 273,976
========== ==========
MAINTENANCE ESCROW FUND
ASSETS
CASH AND CASH EQUIVALENTS $ l26,695 $ 2l6,804
DUE FROM DISTRIBUTION FUND 42,728 49,l77
INTEREST RECEIVABLE 374 -
INVENTORY:
Linen 84,408 6l,887
Materials and supplies 7,806 l7,833
DEPOSITS 4,37l 86,500
---------- ----------
$ 266,382 $ 432,20l
========== ==========
LIABILITIES AND PARTICIPANTS' FUND BALANCES
ACCOUNTS PAYABLE $ ll,l32 $ 9l3
INTEREST PAYABLE TO DISTRIBUTION FUND l,l80 2,309
PARTICIPANTS' FUND BALANCES 254,070 428,979
---------- ----------
$ 266,382 $ 432,20l
========== ==========
</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 l7
<PAGE> 18
TAMARRON RENTAL POOL LEASE OPERATION
STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 1996 AND 1995
DISTRIBUTION FUND
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
GROSS REVENUES $ 534,362 $ 6l4,9l8
----------- -----------
DEDUCTIONS:
Agents' commissions 36,579 l7,258
Sales and marketing expenses 45,42l 55,343
Audit fees 2,60l 2,45l
----------- -----------
84,60l 75,052
----------- -----------
ADJUSTED GROSS REVENUES 449,76l 539,866
MANAGEMENT FEE (224,88l) (269,933)
----------- -----------
GROSS INCOME DISTRIBUTION 224,880 269,933
ADJUSTMENTS TO GROSS INCOME
DISTRIBUTION:
Corporate complimentary occupancy fees 695 734
Occupancy fees (56,683) (74,lll)
Designated items (l3,386) (9,597)
Advisory Committee expenses (l,780) (l,524)
----------- -----------
POOLED INCOME l53,726 l85,435
ADJUSTMENTS TO POOLED INCOME:
Hospitality suite fees 53 -
Occupancy fees 56,683 74,lll
----------- -----------
NET INCOME DISTRIBUTION $ 2l0,462 $ 259,546
=========== ===========
Average daily distribution $ 8.26 $ l0.55
Average room rate $ 73.2l $ 66.80
Room nights 7,299 9,206
Occupancy percentage 28.7% 37.4%
Average number of available units 280 273
Number of units in Rental Pool at 3/3l/96 290 289
</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 l8
<PAGE> 19
TAMARRON RENTAL POOL LEASE OPERATION
STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES
FOR THE QUARTERS ENDED MARCH 31, 1996 AND 1995
DISTRIBUTION FUND
<TABLE>
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
BALANCE, beginning of period $ - $ -
ADDITIONS:
Amounts available for distribution 2l0,462 259,546
Interest received or receivable from
Maintenance Escrow Fund l,l80 2,309
REDUCTIONS:
Amounts withheld for Maintenance Escrow Fund (28,342) (37,056)
Amounts accrued or paid to participants (l83,300) (224,799)
----------- -----------
BALANCE, end of period $ - $ -
=========== ===========
MAINTENANCE ESCROW FUND
BALANCE, beginning of period $ 328,336 $ 397,655
ADDITIONS:
Amounts withheld from occupancy fees 28,342 37,056
Interest earned l,l80 2,309
Reimbursement of designated items l3,386 9,597
Charges to participants to establish
or restore escrow balances l6,684 46,98l
REDUCTIONS:
Maintenance and inventory charges (36,7l7) (30,037)
Refurbishing charges (75,745) (8,876)
Interest accrued or paid to
Distribution Fund (l,l80) (2,309)
Designated items (l3,387) (9,597)
Refunds to participants as prescribed
by Master Lease Agreement (6,829) (l3,800)
----------- -----------
BALANCE, end of period $ 254,070 $ 428,979
=========== ===========
</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 l9
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 238,698
<SECURITIES> 0
<RECEIVABLES> 8,408,601
<ALLOWANCES> 152,777
<INVENTORY> 4,373,791
<CURRENT-ASSETS> 14,399,579
<PP&E> 65,270,140
<DEPRECIATION> 25,078,096
<TOTAL-ASSETS> 55,581,408
<CURRENT-LIABILITIES> 12,458,092
<BONDS> 21,759,594
0
4,577,000
<COMMON> 5,000
<OTHER-SE> 11,646,680
<TOTAL-LIABILITY-AND-EQUITY> 55,581,408
<SALES> 6,186,275
<TOTAL-REVENUES> 19,692,768
<CGS> 1,874,537
<TOTAL-COSTS> 15,436,346
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 94,290
<INTEREST-EXPENSE> 514,197
<INCOME-PRETAX> 3,742,225
<INCOME-TAX> 1,403,900
<INCOME-CONTINUING> 2,338,325
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,338,325
<EPS-PRIMARY> 454.85
<EPS-DILUTED> 454.85
</TABLE>