-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, URV3sMvzuhA4iphjlOdPGIZ38EA0wJBVcOYB2+0U1g5DD7cA0zVe7QBNXJ2JbAm/ JUSJwuHwnGkuRX1pQKJAug== 0001047469-05-021550.txt : 20050815 0001047469-05-021550.hdr.sgml : 20050815 20050815132110 ACCESSION NUMBER: 0001047469-05-021550 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GTA-IB, LLC CENTRAL INDEX KEY: 0001306051 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 050546226 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-120538 FILM NUMBER: 051025004 BUSINESS ADDRESS: STREET 1: C/O GOLF TRUST OF AMERICA, INC. STREET 2: 10 NORTH ADGER CITY: CHARLESTON STATE: SC ZIP: 29401 BUSINESS PHONE: 843-723-4653 MAIL ADDRESS: STREET 1: C/O GOLF TRUST OF AMERICA, INC. STREET 2: 10 NORTH ADGER CITY: CHARLESTON STATE: SC ZIP: 29401 10-Q 1 a2162151z10-q.htm FORM 10-Q
QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý: Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended: June 30, 2005

o: Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to

Commission File Number 333-120538

GTA-IB, LLC
(Exact name of registrant as specified in its charter)

Florida		05-0546226
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

36750 US 19 N., Palm Harbor, Florida 34684
(Address of principal executive offices) (Zip Code)

(727) 942-2000
(Registrant's telephone number, including area code)

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

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

Issuer has no common stock subject to this report.

GTA-IB, LLC

FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Combined Balance Sheets as of June 30, 2005 (unaudited) and December 31, 2004	3
	Condensed Combined Statements of Operations and Member's Deficit (unaudited) for the Three and Six Months Ended June 30, 2005 and 2004	4
	Condensed Combined Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2005 and 2004	5
	Notes to Condensed Combined Financial Statements (unaudited)	6
	Rental Pool Lease Operation Condensed Financial Statements and Note	13
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults upon Senior Securities	36
Item 4.	Submission of Matters to a Vote of Security Holders	36
Item 5.	Other Information	36
Item 6.	Exhibits and Reports on Form 8-K	36
Signatures		38
Exhibit Index

Cautionary Note Regarding Forward-Looking Statements

The following report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are statements that predict or describe future events or trends and that do not relate solely to historical matters. All of our projections in this quarterly report are forward-looking statements. You can generally identify forward-looking statements as statements containing the words "believe," "expect," "will," "anticipate," "intend," "estimate," "project," "assume" or other similar expressions. Certain factors that might cause such a difference include the following: changes in general economic conditions; changes in rental pool participation by the current condominium owners; our ability to continue to operate the Resort under our management contracts; and the resale of condominiums to owners who elect neither to participate in the rental pool nor to become club members. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known (and unknown) risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the limited information currently available to us and speak only as of the date on which this report was filed with the SEC. Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking statements included in it. We undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Future events are inherently uncertain. Moreover, it is particularly difficult to predict business activity levels at the Resort with any certainty. Accordingly, our projections in this quarterly report are subject to particularly high uncertainty. Our projections should not be regarded as legal promises, representations or warranties of any kind whatsoever. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and harmful to your interests.

GTA-IB, LLC

CONDENSED COMBINED BALANCE SHEETS

AS OF JUNE 30, 2005 AND DECEMBER 31, 2004

(in thousands)

	June 30, 2005			December 31, 2004
	(unaudited)
Assets
Current assets	$	7,733		$	5,580
Intangibles, net		17,667			18,908
Property and equipment, net		28,864			28,751
Other assets		2,442			2,455

Total Assets	$	56,706		$	55,694

Liabilities
Current liabilities	$	8,588		$	8,985
Long-term debt, less current maturities		41,937			41,778
Other long term liabilities		9,533			9,371

Total Liabilities		60,058			60,134
Commitments and Contingencies
Member's Deficit		(3,352	)		(4,440	)

Total Liabilities and Member's Deficit	$	56,706		$	55,694

See accompanying notes to condensed combined financial statements.

GTA-IB, LLC

CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER'S DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands) (unaudited)

			Three Months Ended June 30, 2005			Three Months Ended June 30, 2004 (Predecessor Basis)			Six Months Ended June 30, 2005			Six Months Ended June 30, 2004 (Predecessor Basis)
Revenues
	Hotel		$	3,452		$	2,697		$	8,733		$	6,447
	Food and beverage			2,816			2,645			7,060			6,103
	Golf			3,392			2,898			8,058			6,869
	Other			1,064			1,196			2,354			2,458

		Total revenues		10,724			9,436			26,205			21,877

Expenses
	Hotel			3,030			2,490			6,915			5,275
	Food and beverage			1,968			2,062			4,578			4,379
	Golf			1,823			1,977			3,662			3,850
	Other			2,621			2,235			5,143			4,582
	General and administrative			1,067			1,305			2,670			2,632
	Depreciation and amortization			537			702			1,335			1,494

		Total expenses		11,046			10,771			24,303			22,212

Operating income (loss)				(322	)		(1,335	)		1,902			(335	)
Interest expense, net				375			2,351			814			4,735

Net income (loss)				(697	)		(3,686	)		1,088			(5,070	)
Preferred dividends				—			(64	)		—			(129	)

Income (loss) available (attributable) to Member and Common Shareholders				(697	)	$	(3,750	)		1,088		$	(5,199	)

Member's deficit, beginning of period				(2,655	)					(4,440	)

Member's deficit, end of period			$	(3,352	)				$	(3,352	)

See accompanying notes to condensed combined financial statements.

GTA-IB, LLC

COMBINED CONDENSED STATEMENTS OF CASH FLOWS FOR THE

SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands) (unaudited)

			Six Months Ended June 30, 2005			Six Months Ended June 30, 2004 (Predecessor Basis)
Cash flows from operating activities:
Net income (loss)			$	1,088		$	(5,070	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization			1,994			1,494
	Provision for bad debts			—			54
	Non-cash interest			616
	Other changes in operating assets and liabilities			(1,282	)		4,260

		Net cash provided by operating activities		2,416			738
Cash flows used in investing activities:
	Purchases of property and equipment			(450	)		(738	)
Cash flows used in financing activities:
	Repayment of long-term debt and capital lease obligations			(545	)		—

Net increase in cash				1,421			—
Cash and cash equivalents, beginning of period				1,832			—

Cash and cash equivalents, end of period			$	3,253		$	—

Supplemental Cash Flow Information:
Cash paid for interest			$	212		$	—

Non-cash financing and investing activities:
Assets acquired through capital leases			$	416		$	—

Preferred stock dividend liability to Golf Hosts, Inc			$	—		$	128

See accompanying notes to condensed combined financial statements.

GTA-IB, LLC

FORM 10-Q

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands) (unaudited)

1. Innisbrook Resort Ownership and Operations

GTA-IB, LLC (the "Company") is owned by GTA-IB Golf Resort, LLC, which in turn is 100% owned by Golf Trust of America, L.P., (the "Lender", "Our Parent", or "GTA, LP"). Golf Trust of America, Inc. owns 99.6% of GTA, LP. The remaining 0.4% of GTA, LP is owned by its one remaining limited partner. The Lender is an operating partnership of Golf Trust of America, Inc. ("GTA"). Golf Host Resorts, Inc. ("GHR", "the predecessor" or "the former borrower"), an entity affiliated with Starwood Capital Group LLC, is the former owner of the Westin Innisbrook Golf Resort ("the Resort") and the former borrower under a participating mortgage loan funded by the Lender. This participating mortgage loan was secured by the Resort, cash, undeveloped land at the Resort and 368,365 shares of GTA's common stock. The Resort is a 72-hole destination golf and conference facility located near Tampa, Florida.

The Company entered into a Settlement Agreement dated July 15, 2004 (the "Settlement Agreement") with the Lender and GHR, Golf Hosts, Inc., Golf Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC. The Settlement Agreement resolved a number of issues between the parties, including GHR's default under the $79 million loan made by the Lender to GHR in June 1997. As part of the Settlement Agreement, the Company took ownership of the Resort on July 15, 2004. In connection with the Settlement Agreement, the Company entered into a management agreement with Westin Management Company South, or Westin, providing for Westin's management of the Resort, and Westin and Troon Golf, LLC ("Troon") entered into a facility management agreement providing for Troon's management of the golf facilities at the Resort.

The Lender had previously entered into an agreement with GHR and the prospective purchaser of a parcel of undeveloped land within the Resort known as Parcel F. This agreement, known as the Parcel F Development Agreement, was executed on March 29, 2004 and held in escrow pending the closing of the transactions contemplated by the Settlement Agreement. The Parcel F Development Agreement provides for the terms and conditions under which Parcel F may be developed, including restrictions on the owner designed to avoid interference with the ongoing operations of the Resort.

In connection with the Settlement Agreement, the Company assumed control and operation of the Resort Rental Pool Lease Operations at the Resort (the "Rental Pool") which were previously operated and controlled by GHR. On a year-to-year basis, approximately 500 of the 938 condominium units at the Resort are leased by the Company from the condominium owners and used as hotel accommodations for the Resort pursuant to rental pool lease arrangements. The Company is the lessee under the lease operation agreements, which provide for the distribution of a percentage of room revenues to participating condominium owners. The operations under this arrangement are referred to as the Rental Pool.

GTA is presently in the process of liquidating pursuant to a plan of liquidation approved by the stockholders of GTA on May 22, 2001. In that regard, GTA has received several bids for the Resort and is in the process of evaluating the same with its financial advisor. The sale of the Resort will be subject to completion of due diligence by the buyer, approval of a Special Committee comprised of the independent members of the Board of Directors of GTA, receipt of a fairness opinion from GTA's advisor, execution of an asset purchase agreement and satisfaction of all closing conditions.

Operations and Liquidity

As of June 30, 2005, the Company's working capital position is a deficit of approximately $855 and the member deficit is $3,352. Although the Company reported net income of approximately $1,088 for the six months ended June 30, 2005, the Company continues to experience seasonal fluctuations in the Company's net working capital position. Seasonality impacts the Company's liquidity in that there is more available cash during the winter months, specifically in the first quarter, while cash becomes very limited in the late summer months. In July 2004, after the Company took possession of the Resort, the Company received a cash infusion of $2,000 from its Parent to support working capital needs. The proceeds of this loan have been fully expended by the manager of the Resort to support operational expenses. Generally, the Company's only source of cash is from any profitable operations of the Resort. While the financial performance of the Resort is showing signs of recovery to date in 2005, it does not appear from the projections provided by the asset manager that the operational cash flow capacity of the Resort will permit the Resort to reestablish its self-sufficiency in the near term. Further, the Resort's credit capacity is limited. The Company has requested a further cash infusion from the Company's Parent which it expects to receive in the near term; however, there can be no assurances as to the specific timing or amount of any such cash infusion from the Company's Parent.

On April 29, 2005, Westin's parent, Starwood Hotels & Resorts Worldwide, Inc., or Starwood, entered into an Assurance of Voluntary Compliance with the State of Florida Office of the Attorney General, or "the Assurance." The agreement provides, among other things, that for a period of two years Starwood will not charge certain automatic fees to guests at certain hotels that are owned or managed by Starwood, including the Resort, and that the State of Florida Office of the Attorney General will release Starwood hotel owners and franchisees from certain claims and liability relating to these automatic fees. Although the Company is not a party to the agreement, our results of operations could be affected as a result of the reduction or elimination of these automatic fees charged at the Resort. The Resort Manager, Westin, is continuing to analyze how to mitigate the potential impact on the Resort's future operating results. See further discussion in Note 10 below.

2. Basis of Presentation

Because the core business operations of the Resort did not materially change with the change in ownership, the combined statements of operations of the predecessor owner for the three and six months ended June 30, 2004 are reflected for comparative purposes only. The predecessor's basis for its assets and liabilities was historical cost less applicable depreciation and amortization.

The settlement, described in note 1 above, was accounted for using methods consistent with purchase accounting in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations. Accordingly, the Company, with the assistance of our independent financial advisor, has stated the tangible and identified intangible assets of the Resort at their respective fair values. The long-term liabilities of the Resort are stated at their fair value based on a net present value calculation.

Principles of Combination

The financial statements and footnotes reflect the combined financial results of GTA-IB, LLC, GTA-IB Condominium, LLC and GTA-IB Management, LLC. These legal entities are all wholly owned subsidiaries of an affiliate of Golf Trust of America, Inc. GTA-IB Condominium, LLC holds the title to three condominium units that participate in the rental pool of GTA-IB, LLC. GTA-IB Management, LLC is the entity that employs substantially all of the employees working at the Resort. There are no other operations of GTA-IB Condominium, LLC and GTA-IB Management, LLC. GTA-IB, LLC holds title to the Resort and is the entity in which all of the Resort operations are recorded. All intercompany transactions and account balances have been eliminated in combination.

Interim Statements

The accompanying condensed combined financial statements have been prepared in accordance with (i) accounting principles generally accepted in the United States of America ("GAAP") and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements have not been audited by an independent registered accounting firm, however, they include adjustments (consisting of normal recurring adjustments) which are, in the judgment of management, necessary for a fair presentation of financial condition, results of operations and cash flows for the interim periods presented. However, these results are not necessarily indicative of results for any other interim period or for the full year. In particular, it is important to note that our business is seasonal.

Certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted as allowed in quarterly reports by the rules of the SEC. Our management believes that the disclosures included in the accompanying interim financial statements and footnotes are adequate to make the information not misleading, but also believes that these statements should be read in conjunction with the summary of significant accounting policies and notes to the combined financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2004.

3. Property and Equipment

Property and equipment consists of the following:

	June 30, 2005		December 31, 2004
	(unaudited)
Land	$	1,968	$	1,968
Buildings		14,625		14,524
Golf course improvements		7,473		7,436
Machinery and equipment		5,995		5,249
Construction work in process		162		—

		30,223		29,357
Less accumulated depreciation and amortization		1,359		606

	$	28,864	$	28,751

At June 30, 2005, machinery and equipment includes certain equipment with a net book value of $1,237 that is recorded under capital leases. Depreciation expense amounted to approximately $349 and $600 for the three months ended June 30, 2005 and 2004, respectively, and $753 and $1,064 for the six months ended June 30, 2005 and 2004, respectively.

4. Intangibles and Other Assets

Intangible assets represent the value of the following that existed at July 15, 2004: the trademark and tradename of "Innisbrook"; the Rental Pool; the guest room bookings; the club memberships; and the water contract that provides irrigation water for the golf courses at no charge up to certain

specified levels. The intangible assets are being amortized over the specific term or benefit period of each related contract.

Intangible Assets	Amortization Period	June 30, 2005		December 31, 2004
		(unaudited)
Water Contract	None since renewable in perpetuity	$	2,300	$	2,300
Rental Pool	89.5 months		9,870		9,870
Guest Bookings	Less than 24 months		1,100		1,100
Club Memberships	144 months		4,400		4,400
Trade Name	None since renewable in perpetuity		2,500		2,500

			20,170		20,170
Less accumulated amortization			2,503		1,262

		$	17,667	$	18,908

Amortization expense amounted to approximately $518 and $477 for the three months ended June 30, 2005 and 2004, respectively, and $1,241 and $954 for the six months ended June 30, 2005 and 2004, respectively. Of these amounts, approximately $330 and $216 for the three months ended June 30, 2005 and 2004, respectively, and $661 and $523 for the six months ended June 30, 2005 and 2004, respectively, are included in hotel expenses and are not included in depreciation and amortization in the Statements of Operations. The intangible assets of the predecessor owner consisted of the rental pool refurbishment asset and the management agreement between Westin and the predecessor owner, which was amortized over twenty years on a straight-line basis.

Other assets include our interest in the net proceeds from the sale of Parcel F which we estimate to be $2,200 (see Note 1). Also included in other assets are certain design fees for the refurbishment program of $242 and $255 as of June 30, 2005 and December 31, 2004, respectively. We will be reimbursed for these design fees by the Rental Pool participants in the form of a deduction from the quarterly rental pool refurbishment payments.

5. Current Liabilities

Current liabilities consist of the following:

	June 30, 2005		December 31, 2004
	(unaudited)
Accounts payable	$	2,048	$	2,968
Accrued payroll costs		1,363		1,147
Other payables and accrued expenses		1,720		1,628
Deposits and deferred revenue		2,298		2,248
Current portion of capital leases		341		267
Current portion of refurbishment liability		818		727

	$	8,588	$	8,985

6. Long-Term Debt

Long-term debt consists of the following:

	June 30, 2005		December 31, 2004
	(unaudited)
Non-interest bearing mortgage note due to the Company's Parent, maturing on June 19, 2027	$	39,240	$	39,240
Advances from the Company's Parent, net		1,926		1,926
Capital leases		771		612

	$	41,937	$	41,778

See Note 1 for additional discussion concerning the change in ownership of the Resort. The original participating mortgage notes were reduced by an amendment to those notes once the collateral (the Resort) was transferred to the Company. The amendment also provided that the note would be non-interest bearing effective upon the transfer of ownership of the Resort to the Company. The fair value of the note was deemed to be $39,240 and the amendment to the loan agreement reflects that value.

7. Other Long-Term Liabilities

Master Lease Refurbishment Obligation

On July 16, 2004, the Company recorded a liability of $4,532 for the Master Lease Agreement refurbishment program. This liability represents the Company's obligation to pay the various participants in the Rental Pool 50% of the costs to refurbish their respective units, at the net present value (calculated at a discount rate of 15%) of the total principal payments of $7,273. Principal payments are due quarterly over the repayment period of the program, beginning with the first quarter of 2005 and ending with the fourth quarter of 2009. Interest on this liability accrues at a rate of 5% and is paid quarterly. Amortization of the discount is charged to interest expense ratably over the period through 2009. The amortization charged to interest expense for the three and six months ended June 30, 2005 is $180 and $415, respectively. The net present value of this liability is $4,652 and $4,600 as of June 30, 2005 and December 31, 2004, respectively, of which $818 and $727 is included in current liabilities (see Note 5).

The corresponding benefit from the Master Lease Agreement refurbishment program is included in the valuation of the rental pool intangible asset which is amortized over the term of the current master lease agreement which expires in 2011. Minimum undiscounted principal payments on the refurbishment program are as follows:

Year	Amount
2005 (July 1 through December 31)	$	364
2006		1,091
2007		1,455
2008		1,818
2009		2,182

Total	$	6,910

Westin Termination Fee

The July 15, 2004 management agreement that the Company executed with Westin provides for the payment of a termination fee to Westin of $5,900, subject to the terms and conditions set-forth in that

agreement. If not earlier terminated, the Management Agreement will expire on December 31, 2017. The termination fee is reduced $0.365 for each day that elapses from the effective date until the termination date; provided, however, that the termination fee shall not be reduced to less than $5,500. The obligation, which is included in other long-term liabilities on the balance sheet, was recorded at its net present value on July 16, 2004 of $4,631 (calculated at a discount rate of 7%). Amortization of the discount is charged to interest expense ratably over the period through December 31, 2006. The amortization charged to interest expense for the three and six months ended June 30, 2005 is $88 and $176, respectively. The net present value of this liability is $4,971 and $4,794 as of June 30, 2005 and December 31, 2004, respectively.

Troon Supplemental Fee

The July 15, 2004 facility management agreement executed with Troon provides for the payment by us to Troon of a supplemental fee, subject to the terms and conditions set forth in that facility management agreement, of $800. If not earlier terminated, the facility management agreement will expire in July 15, 2009. The obligation was recorded at its net present value on July 16, 2004. The net present value on that date was $682 (calculated at a discount rate of 7%). Amortization of the discount is charged to interest expense ratably over the period through December 31, 2006. The amortization charged to interest expense for the three and six months ended June 30, 2005 is $12 and $24, respectively. The net present value of this liability is $728 and $704 as of June 30, 2005 and December 31, 2004, respectively.

8. Commitments and Contingencies

The Company is subject to claims and lawsuits in the normal course of operations, which currently include claims filed in July 2005 by a former employee of Golf Host Securities, Inc., a subsidiary of our parent, with the Occupational Safety and Health Administration, or OSHA, the Equal Opportunity Employment Commission, or the EEOC, the National Association of Securities Dealers, Inc., or NASD, and the Florida Division of Real Estate, or FDRE. Management does not believe that the ultimate resolution of such matters will materially impair operations or have an adverse effect on our financial position and results of operations.

Employee Benefit Plans

The Company maintains a defined contribution Employee Thrift and Investment Plan, which provides retirement benefits for all eligible employees who have elected to participate. Employees must fulfill a 90-day service requirement to be eligible. The Company currently matches one half of the first 6% of an employee's contribution. Our contributions approximated $51 and $47 for the three months ended June 30, 2005 and 2004, respectively, and $98 and $88 for the six months ended June 30, 2005 and 2004, respectively.

Westin Management Company South and Troon Golf, LLC.

The Company's July 15, 2004 management agreement with Westin provides that Westin will manage the Resort for a fee equal to 2.2% of the Resort's gross revenue. Contemporaneously with the signing of that agreement, Westin entered into a management contract with Troon providing for Troon to manage the golf facilities of the Resort for a fee equal to 2% of the Resort's gross golf revenue. The Westin and Troon management fees are paid monthly. The agreements also provide for the opportunity to earn supplemental fees based on financial performance. Our management agreement with Westin will terminate on December 31, 2017, unless it is earlier terminated pursuant to its terms. Troon's contract with Westin will terminate on July 15, 2009 unless earlier terminated pursuant to its terms.

For the three and six months ended June 30, 2005 and 2004, the payments made to Westin and Troon under their respective management agreements are reflected in the table below: Westin

	Three months ended June 30,				Six months ended June 30,
	2005		2004		2005		2004
Payments made to:
Westin	$	231	$	135	$	559	$	310
Troon		68		61		161		164

Total	$	299	$	196	$	720	$	474

Land Use Lawsuit

On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, the Company filed a Motion to Intervene in the suit styled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs (the "Plaintiffs") vs. Pinellas County, Florida, Golf Host Resorts, Inc. and Innisbrook F LLC, Defendants (the "Defendants"), Case No. 043388CI-15 (the "Land Use Lawsuit"). The Plaintiffs have filed a multi-count complaint seeking injunctive and declaratory relief with respect to the land use and development rights of a tract of land known as Parcel F. The Company refers to this complaint as the Complaint. Parcel F is a parcel of land located within the Company's Resort. The Plaintiffs allege that there are no remaining development units (residential units) available to be developed within the Resort property. On March 29, 2005 the Company filed a Motion to Intervene as a defendant in the Land Use Lawsuit in order to protect the Company's property, and the Company's land use and development rights with respect to Parcel F and its property. A hearing on the Motion to Intervene was held on April 4, 2005 after which the court granted the Company's Motion. On April 5, 2005, the Company joined in the filing of a Motion to Dismiss and Motion to Strike three of the seven counts of the Complaint. The court granted the Motion to Dismiss on April 26, 2005. On that same date, four individuals (Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert) and Autumn Woods Homeowner's Association, Inc. moved to intervene in the Land Use Lawsuit. The court has not ruled on that motion. On April 8, 2005, a separate suit was filed by James M. and Mary H. Luckey and Andrew J. and Aphrodite B. McAdams. That suit seeks injunctive and declaratory relief in six separate counts, all relating to the land use and development rights of Parcel F. This suit was consolidated with the Land Use Lawsuit on May 3, 2005. After May 6, 2005 the Company filed a Motion to Dismiss the Lucky suit. The motion was heard by the Court on May 31, 2005. Since that hearing, the Company has filed our Answer and Affirmative Defenses to both complaints that have been filed in the consolidated action. On August 3, 2005 a case management conference was held before the Court. At that hearing, the Court scheduled a hearing on the defense motions for summary judgment for August 30, 2005 and a trial starting December 12, 2005. As an intervenor, the Company will seek to obtain a ruling from the court which preserves and protects the Company's property, and the Company's land use and development rights with respect to Parcel F and its property in order to maximize the value of those rights as they relate both to Parcel F and the Resort in general.

10. Subsequent Events

On August 9, 2005, in a matter related to the Assurance (see Note 1 above), we executed a settlement election form which formalized our willingness to participate in Starwood's negotiated Automatic Hotel Charges Settlement regarding the settlement of class action law suits filed by private plaintiffs against Starwood for charging certain automatic fees to its guests. Based upon information known to us at this time, we do not believe that our participation in this settlement will have a material adverse impact on our financial results.

On August 10, 2005, the Company and the Lender entered into an amendment to the Parcel F Development Agreement which Our Parent believes will allow Our Parent to better manage the location of the Parcel F access road and also adds the Company as a party to the Parcel F Development Agreement.

INNSBROOK RENTAL POOL LEASE OPERATION

CONDENSED BALANCE SHEETS

AS OF JUNE 30, 2005 AND DECEMBER 31, 2004

(in thousands)

			June 30, 2005		December 31, 2004
			(unaudited)
DISTRIBUTION FUND
Assets
	Receivable from GTA-IB, LLC for distribution		$	1,237	$	917
	Interest receivable from maintenance escrow fund			15		8

		Total assets	$	1,252	$	925

Liabilities
	Due to participants for distribution		$	875	$	656
	Due to maintenance escrow fund			377		269

		Total liabilities	$	1,252	$	925

MAINTENANCE ESCROW FUND
Assets
	Cash and cash equivalents		$	322	$	157
	Short-term investments			1,710		1,615
	Receivable from distribution fund			377		269
	Inventory			1		4
	Interest receivable			14		5

		Total assets	$	2,424	$	2,050

Liabilities and participants' fund balances
	Accounts payable		$	11	$	9
	Construction retainage			7		5
	Interest payable to distribution fund			15		8
	Carpet care reserve			53		30
	Participants' fund balances			2,338		1,998

		Total liabilities and participants' fund balances	$	2,424	$	2,050

See accompanying notes to these condensed financial statements.

INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES

FOR THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands) (unaudited)

		Three months ended June 30,						Six months ended June 30,
		2005			2004			2005			2004
DISTRIBUTION FUND
Balance, beginning of period		$	—		$	—		$	—		$	—
Additions:
	Amounts available for distribution		1,237			975			3,135			2,314
	Interest received or receivable from Maintenance Escrow Fund		15			5			23			10
Reductions:
	Amounts withheld for Maintenance Escrow Fund		(377	)		(255	)		(793	)		(521	)
	Amounts accrued or paid to participants		(875	)		(725	)		(2,365	)		(1,803	)

Balance, end of period		$	—		$	—		$	—		$	—

See accompanying notes to these condensed financial statements.

INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands) (unaudited)

		Three months ended June 30,						Six months ended June 30,
		2005			2004			2005			2004
MAINTENANCE ESCROW FUND
Balance, beginning of period		$	2,197		$	1,831		$	1,998		$	1,792
Additions:
	Amounts withheld from occupancy fees		377			255			793			521
	Interest earned		15			5			23			10
	Charges to participants to establish or restore escrow balances		134			104			203			124
Reductions:
	Maintenance charges		(299	)		(262	)		(514	)		(473	)
	Carpet care reserve deposit		(16	)		(17	)		(39	)		(35	)
	Interest accrued or paid to Distribution Fund		(15	)		(5	)		(23	)		(10	)
	Refunds to participants pursuant to the Master Lease Agreements		(55	)		(34	)		(103	)		(52	)

Balance, end of period		$	2,338		$	1,877		$	2,338		$	1,877

See accompanying notes to these condensed financial statements.

INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands) (unaudited)

		Three months ended June 30,						Six months ended June 30,
		2005			2004			2005			2004
DISTRIBUTION FUND
Gross revenue		$	3,382		$	2,636		$	8,579		$	6,325

Deductions:
	Agents' commissions		119			123			403			272
	Credit card fees		78			62			197			152
	Professional fees		7			6			13			12
	Uncollectible room rents		1			—			1			2
	Linen replacements		76			17			128			75
	Rental pool complimentary fees		1			1			2			3

			282			209			744			516

Adjusted gross revenue			3,100			2,427			7,835			5,809
Amount retained by lessee			(1,860	)		(1,456	)		(4,701	)		(3,485	)

Gross income distribution			1,240			971			3,134			2,324
Adjustments to gross income distribution:
	General pooled expense		(1	)		(1	)		(1	)		(3	)
	Corporate complimentary occupancy fees		5			5			12			9
	Interest		(3	)		(3	)		(6	)		(6	)
	Occupancy fees		(401	)		(280	)		(864	)		(576	)
	Advisory committee expenses		(52	)		(44	)		(100	)		(94	)

Net income distribution			788			648			2,175			1,654
Adjustments to net income distribution:
	Occupancy fees		401			280			864			576
	Hospitality suite fees		4			2			4			4
	Westin Associate room fees		44			45			92			80

Available for distribution to participants		$	1,237		$	975		$	3,135		$	2,314

See accompanying notes to these condensed financial statements.

INNISBROOK RENTAL POOL LEASE OPERATION

NOTE TO COMBINED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(unaudited)

1. Rental Pool Lease Operations

The Company is a single-member limited liability company, wholly owned by GTA-IB Golf Resorts, LLC. GTA-IB Golf Resorts, LLC is itself a wholly owned subsidiary of our parent, Golf Trust of America, L.P. There is no established market for the Company's membership interests. The preceding unaudited financial statements of the Rental Pool are for the periods ended June 30, 2005 and 2004.

The operation of the Rental Pool is tied closely to the Company's operations. The Rental Pool Master Lease Agreements provide for distribution of a percentage of our room revenues to participating condominium owners.

The Company is filing this report as the "successor issuer" to GHR pursuant to Rule 15d-5 promulgated under the Exchange Act, as described in the Form 8-K that the Company filed on November 12, 2004. The condominium units allowing Rental Pool participation are deemed to be securities because of the rental pool feature described above. However, there is no market for such securities other than the normal real estate market. Since the security is real estate, no dividends have been paid or will be paid. However, the Rental Pool participants are entitled to a contractual distribution paid quarterly, as defined in the lease agreements, for our right to use the participants' condominium units in the Rental Pool.

The Rental Pool consists of condominiums at the Resort, which are provided as Resort accommodations by their owners. The participants have entered into Annual Rental Pool Lease Agreements, or ALA's, and either a Master Lease Agreement, or MLA, or a Guaranteed Distribution Master Lease Agreement, or GMLA, which defines the terms and conditions related to the leases with GHR, the lessee. The ALA's expire at the end of each calendar year, and the GMLA will expire December 31, 2011.

Effective January 1, 2002, GHR and the participants replaced the MLA, which expired on December 31, 2001, with a new Master Lease Agreement, or NMLA. The NMLA provides for 40% of the Adjusted Gross Revenues relating to the condominium Rental Pool, to be paid to the participants and the remaining 60% to be paid to GHR. In addition, GHR agreed, as part of the NMLA, to reimburse Participants in the NMLA for up to 50% of the actual unit refurbishment costs, plus interest at 5% of the 50% of the refurbishment costs, beginning in 2002, so long as the minimum participation threshold of 575 units is maintained and so long as the individual condominium unit owner has not removed the unit from the Rental Pool. The MLA, GMLA, NMLA and ALAs are referred to collectively as the "Agreements." As GHR's successor under the Agreements, the Company is subject to GHR's obligations thereunder.

The Rental Pool consists of the Distribution Fund and the Maintenance Escrow Fund. The balance sheets of the Distribution Fund primarily reflect amounts receivable from the Company (and from GHR for periods prior to July 16, 2004) for the Rental Pool distribution payable to Participants and amounts due to the Maintenance Escrow Fund. The operations of the Distribution Fund reflect Participants' earnings in the Rental Pool. The Maintenance Escrow Fund has no operations and its financial statements reflect the accounting for certain escrowed assets of the Participants. The Maintenance Escrow Fund consists primarily of amounts escrowed by Participants or due from the Distribution Fund to meet escrow requirements, fund the carpet care reserve and maintain the interior of the unit.

GHR had historically experienced recurring net losses and working capital deficiencies, which from time to time created substantial doubt about the former owner's ability to continue as a going concern. The Company has assumed the predecessor owner's obligations under the Agreements in connection with the Settlement Agreement. As a result, the Company expects to experience some of the same operational challenges experienced by GHR during the Resort's recovery from the economic downturn experienced during the past several years in the lodging industry. The continuation and success of the Rental Pool is contingent upon the continuation of operations of the Resort. In turn, the success of the Resort operations is contingent upon the continued participation of Participants in the Rental Pool. Sales of condominiums to purchasers who elect not to participate in the Rental Pool, an increase in the number of owners who opt to live in their condominiums rather than placing them in the Rental Pool, a shift by owners who are presently in the Rental Pool to rent those units through other means and any declines in the general economic condition of the destination resort industry will reduce the likelihood that the Resort and the Company will be able to continue as going concerns.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

We were formed on December 30, 2002 as a wholly-owned subsidiary of GTA-IB Golf Resort, LLC, which in turn is a wholly-owned subsidiary of Golf Trust of America, LP. Golf Trust of America, LP is an operating partnership of Golf Trust of America, Inc., or GTA. Golf Host Resorts, Inc., or GHR, is the former owner of the Resort and the former borrower under a $79 million participating mortgage loan funded by Golf Trust of America, LP in June 1997.

We and Golf Trust of America, LP entered into a Settlement Agreement dated July 15, 2004, or the Settlement Agreement, with GHR, Golf Hosts, Inc., Golf Host Management, Inc. and Golf Host Condominium, Inc. The Settlement Agreement resolved a number of issues between the parties, including GHR's default under the $79 million loan made by Golf Trust of America, LP to GHR in June 1997. As part of the Settlement Agreement, we took ownership of the Resort effective at the close of business on July 15, 2004. Also in connection with the Settlement Agreement, we entered into a management agreement with Westin providing for Westin's management of the Resort, and Westin and Troon entered into a facility management agreement providing for Troon's management of the golf facilities at the Resort.

Golf Trust of America, LP had previously entered into an agreement with GHR and the prospective purchaser of a parcel of undeveloped land within the Resort known as Parcel F. This agreement, known as the Parcel F Development Agreement, was executed on March 29, 2004 and held in escrow pending the closing of the transactions contemplated by the Settlement Agreement. The Parcel F Development Agreement sets forth the terms and conditions under which Parcel F may be developed and includes restrictions on the owner of Parcel F designed to avoid interference with the operations of the Resort. On August 10, 2005, we and Golf Trust of America, L.P. entered into an amendment to the Parcel F Development Agreement which we believe will allow us to better manage the location of the Parcel F access road and adds us as a party to the Parcel F Development Agreement. A copy of that amendment is included as Exhibit 10.8.3 to this Quarterly Report.

Results of Operations

For comparative purposes, the financial results of GHR, the predecessor owner, are included below for the three and six months ended June 30, 2004. While the operations of the Resort have remained substantially unchanged with respect to the recording of revenues and expenses, the financials of the predecessor owner include assets and liabilities at carrying values that differ from the carrying values that we use; therefore, there can be no assurances that the comparative information provided below is not impacted to some degree by the change in the carrying values of the assets and liabilities that occurred as of July 16, 2004 when we took possession of the Resort.

Forward Looking Statements

unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the limited information currently available to us and speak only as of the date on which this report was filed with the SEC. Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking statements included in it. We undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Future events are inherently uncertain. Moreover, it is particularly difficult to predict business activity levels at the Resort with any certainty. Accordingly, our projections in this quarterly report are subject to particularly high uncertainty. Our projections should not be regarded as legal promises, representations or warranties of any kind whatsoever. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and harmful to your interests.

Results of operations

Because the Resort is a destination golf resort, we believe it appeals to a different market than the market to which a stand-alone hotel located in a downtown metropolitan area appeals. The Resort provides recreation, food and beverages to business meeting or group travelers, transient guests who play golf and golf package purchasers and guests who bring their whole families. This profile makes the Resort's performance sensitive to weather conditions and seasonality. In particular, the Resort has performed better in terms of revenue realized during the first six months of 2005 than during the first six months of 2004. We believe that this relative success is a result of improved sales and marketing efforts directed towards improving group and transient business, in addition to increasing the golf package and membership sales at the Resort.

Utilization of the resort facilities by facility type, results of operations and selected rental pool statistical data during the periods noted is as follows:

			Three Months Ended June 30,						Six Months Ended June 30,
			2005	2004 Predecessor Basis	Increase (decrease)		Percentage Change		2005	2004 Predecessor Basis	Increase (decrease)		Percentage Change
Utilization of Resort facilities:
Available room nights			54,489	54,009	480		0.1	%	106,647	106,565	82		0	%

Actual room nights
	Group		16,640	13,216	3,424		25.9	%	37,769	28,361	9,408		33.2	%
	Transient		11,779	8,864	2,915		32.9	%	24,147	17,422	6,725		38.6	%

		Total room nights	28,419	22,080	6,339		28.7	%	61,916	45,783	16,133		35.2	%

Food and beverage meals			107,630	111,416	(3,786	)	(3.4	)%	250,647	228,979	21,668		9.5	%

Golf rounds
	Resort guests		24,023	21,074	2,949		14.0	%	49,396	43,116	6,280		14.6	%
	Member/guests		9,362	10,017	(655	)	(6.5	)%	20,944	21,996	(1,052	)	(4.8	)%

		Total golf rounds	33,385	31,091	2,294		7.4	%	70,340	65,112	5,228		8.0	%

			Three Months Ended June 30,											Six Months Ended June 30,
			2005			2004 Predecessor Basis			Increase (decrease)			Percentage Change		2005			2004 Predecessor Basis			Increase (decrease)			Percentage Change
Results of operations (in thousands):
Revenues
	Hotel		$	3,452		$	2,697		$	755		28.0	%	$	8,733		$	6,447		$	2,286		35.5	%
	Food and beverage			2,816			2,645			171		6.5	%		7,060			6,103			957		15.7	%
	Golf			3,392			2,898			494		17.0	%		8,058			6,869			1,189		17.3	%
	Other			1,064			1,196			(132	)	(11.0	)%		2,354			2,458			(104	)	(4.2	)%

		Total revenues		10,724			9,436			1,288		13.6	%		26,205			21,877			4,328		19.8	%

Expenses
	Hotel			3,030			2,490			540		21.7	%		6,915			5,275			1,640		31.1	%
	Food and beverage			1,968			2,062			(94	)	(4.6	)%		4,578			4,379			199		4.5	%
	Golf			1,823			1,977			(154	)	(7.8	)%		3,662			3,850			(188	)	(4.9	)%
	Other			2,621			2,235			386		17.3	%		5,143			4,582			561		12.2	%
	General and administrative			1,067			1,305			(238	)	(18.2	)%		2,670			2,632			38		1.4	%
	Depreciation and amortization			537			702			(165	)	(23.5	)%		1,335			1,494			(159	)	(10.6	)%

		Total expenses		11,046			10,771			275		2.6	%		24,303			22,212			2,091		9.4	%

Operating income				(322	)		(1,335	)		1,013		75.9	%		1,902			(335	)		2,237		N/M	%
Interest expense, net				375			2,351			(1,976	)	(84.0	)%		814			4,735			(3,921	)	(82.8	)%

Net income (loss)			$	(697	)	$	(3,686	)	$	2,989		81.1	%	$	1,088		$	(5,070	)	$	6,158		N/M	%

Selected rental pool statistical data:
Average daily distribution			$	22.70		$	18.06		$	4.64		25.7	%	$	29.40		$	21.71		$	7.69		35.4	%

Average room rate			$	133.05		$	119.39		$	13.66		11.4	%	$	138.56		$	138.16		$	.40		0	%

Occupancy percentage				52.2	%		40.9	%		5.7	%	13.9	%		58.1	%		43.0	%		15.1	%	35.1	%

Average number of available units				589			594			(5	)	(0.8	)%		589			586			3		0.5	%

Three months ended June 30, 2005 and 2004.

During the second quarter of 2005, there were 6,339, or 28.7%, more occupied room nights than there were for the second quarter of 2004. The increase in occupied room nights was due to 3,424, or 25.9%, in additional group room nights for the three month period ended June 30, 2005. The increase in group room nights was complemented by 2,915, or 32.9%, in additional transient room nights for the three month period ended June 30, 2005 compared to the same period in the prior year. The transient segment is typically defined as room nights booked that are not correlated to a related meeting or convention. These transient room nights often result from golf packages and Internet bookings, among others. The booking window for transient business can be as narrow as 24 hours or less from the date of stay. Groups typically book no less than 120 days in advance and the larger groups typically book 16 to 18 months in advance. In addition to improved marketing and public perceptions of our new ownership, the Resort installed high-speed Internet access in all of the rooms in October 2004, providing an additional marketing aspect of the Resort. Current booking patterns for 2005 presently suggest that group business may be returning to the Resort. Booked group and conference room nights at the Resort through December 31, 2005 have increased by approximately 6,577, or 13.7%, as compared to the same period last year.

department experienced an overall increase of approximately $755, or 28.0%, for the three months ended June 30, 2005, as compared to the same period in 2004. Food and beverage revenues benefited from the overall increase in room nights in both the group and transient sectors. Overall, food and beverage revenue increased by approximately $171, or 6.5%, for the three months ended June 30, 2005 as compared to the same period in 2004. As compared to the prior year, covers (meals) served decreased by 3,786, or 3.4%, down from the same three-month period in 2004. This aggregate decrease in meals served was primarily attributed to the Resort's banquets, catering functions, room service and pool grill, with a decrease of approximately 10,274 covers, while the Resort's on-site restaurants were up approximately 6,488 covers. Golf revenue increased approximately $494, or 17.0%, for the three months ended June 30, 2005 compared to the three months ended June 30, 2004. The primary reason for this increase was the utilization of the specific golf-marketing fund to promote golf throughout the eastern United States. Golf rounds and revenues were higher than the same period in the prior year by approximately 2,294 rounds. The number of rounds played in the three months ended June 30, 2005 was 33,385, compared to 31,091 in the same period of 2004. Golf revenue does not necessarily increase or decrease exactly in proportion to occupied room nights because golf revenue also includes member dues and fees and day golf group fees, neither of which is directly related to occupied room nights. These increases were offset by a decrease in Other Revenue of approximately $132 primarily due to cancellation fees that were recognized in 2004 while there have not been any significant group cancellation fees recognized in the three months ended June 30, 2005.

Wherever possible, we endeavor to manage total operating expenses to insure that these expenses are minimized and bear a direct correlation to the room nights, food and beverage covers and golf round demand. Aggregate total operating expenses do not generally increase or decrease on a one-to-one basis with respect to the total operating revenue because as a Resort, the Resort must carry a minimum fixed operating staff and other support expenses at all times. In those operating departments where the variable costs can best be managed, we manage these costs consistent with room, food and beverage and golf demand. Total Resort operating expenses, before depreciation and amortization and excluding the rental pool amortization included in hotel operations, increased by approximately $440, or 4.4%, for the three month period ended June 30, 2005 as compared to the corresponding period in the prior year. This increase of 4.4% is reflective of the increased total operating revenue of approximately 13.6% noted in the chart above, during the three-month comparative period.

Depreciation and amortization expense, excluding the rental pool amortization included in hotel expenses, was approximately $537 and $702 for the three months ended June 30, 2005 and 2004, respectively. The net decrease in this expense is related to the change in the carrying value of the assets when we took title to the Resort on July 15, 2004, net of the addition of depreciable assets in the basis of the property, plant and equipment and the intangible assets acquired subsequent to July 15, 2004. Our amortization expense, which excludes the rental pool amortization expense, for the three months ended June 30, 2005 is significantly higher than the amortization expense, which also excludes the rental pool amortization expense, recorded by the predecessor for the same period in the prior year while depreciation expense was significantly lower. This significantly higher amortization expense, excluding the rental pool amortization expense, results from the various amortization terms dictated by our specific contracts which are shorter than the 20 year period used by the predecessor owner of the Resort.

Interest expense, net of interest income, which approximated $375 and $2,351 for the three months ended June 30, 2005 and 2004, respectively, reflects the accrual of the predecessor owner's mortgage interest obligations to our parent. This interest obligation was settled in the Settlement Agreement. The participating mortgage loan that was assumed by us from GHR was amended to adjust the outstanding balance to $39,240. That note is now non-interest bearing.

The net loss for the three months ended June 30, 2005 was approximately $697, compared to a net loss for the three months ended June 30, 2004 of approximately $3,686.

During the three months ended June 30, 2005, approximately $637 of the capital reserve funds were disbursed, of which of which $286 was used to pay lease payments on existing and additional equipment consisting of bellman vehicles, golf cart leases, golf course equipment leases, telephone equipment leases and cable leases and the balance was for various capital improvement projects and replacements throughout the Resort.

Six months ended June 30, 2005 and 2004

During the six months ended June 30, 2005, there were 16,133, or 35.2%, more occupied room nights than there were during the first six months of 2004. The increase in occupied room nights was due to 9,408, or 33.2%, in additional group room nights for the six-month period ended June 30, 2005. This increase in group room nights was complemented by 6,725, or 38.6%, in additional transient room nights for the six month period ended June 30, 2005 compared to the same period in the prior year. The transient segment is typically defined as room nights booked that are not correlated to a related meeting or convention. These transient room nights often result from golf packages and Internet bookings, among others.

The effect of the increase in the occupied room nights and, specifically, group room nights with their significantly higher food and beverage spending, is reflected in the increase in total revenue for the Resort for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. The most significant increase in revenues at the Resort was in the rooms department. That department experienced an overall increase of approximately $2,286, or 35.5%, for the six months ended June 30, 2005, as compared to the same period in 2004. Food and beverage revenues benefited from the overall increase in room nights in both the group and transient sectors. Food and beverage revenue increased by approximately $957, or 15.7%, for the six months ended June 30, 2005 as compared to the same period in 2004. As compared to the prior year, covers served (meals) increased by approximately 21,668, or 9.5%, over the same six month period in 2004. This aggregate increase in meals served was primarily driven by the Resort's on-site restaurants, with an increase of approximately 17,817 covers, while banquets, catering, room service and the pool grill were up approximately 3,851 covers.

Golf revenue increased approximately $1,189, or 17.3%, for the six months ended June 30, 2005 compared to the six months ended June 30, 2004. The primary reason for this increase was the utilization of the Resort's specific golf marketing fund to promote golf throughout the eastern United States. Golf rounds were higher than the same period in the prior year by approximately 5,228 rounds. The number of rounds played in the six months ended June 30, 2005 was 70,340, compared to 65,112 in the same period of 2004. The increase in Golf revenue for the six months ended June 30, 2005 was offset by a decrease in Other revenue of approximately $104, primarily as a result of cancellation fees which were recognized in 2004. There have not been any significant group cancellation fees recognized in the six months ended June 30, 2005. Golf revenue for the latter half of 2005 is expected to continue to exceed revenue booked in the same period of the prior year due to the fact that the Resort currently has more tee time reservations for rounds to be played during the last five months of 2005 than the number of rounds that were actually played during the last five months of 2004.

amortization and excluding the rental pool amortization included in hotel operations, increased by approximately $2,250 or 10.9% for the six month period ended June 30, 2005 as compared to the corresponding period in the prior year. This increase of 10.9% is reflective of the increased total operating revenue of approximately 19.8% noted in the chart above, during the six-month comparative period.

Depreciation and amortization expense, excluding the rental pool amortization included in hotel expenses, for the six months ended June 30, 2005 and 2004 was approximately $1,335 and $1,494, respectively. The net decrease in this expense is related to the change in the carrying value of the assets when we took title to the Resort on July 15, 2004, and to the addition of depreciable assets in the basis of the property, plant and equipment and the intangible assets subsequent to July 15, 2004. Our amortization expense, which excludes the rental pool amortization expense, for the six months ended June 30, 2005 is significantly higher than the amortization expense, which also excludes the rental pool amortization expense, recorded by the predecessor for the same period in the prior year while depreciation expense was significantly lower. This significantly higher amortization expense, excluding the rental pool amortization expense, results from the various amortization terms dictated by our specific contracts which are shorter than the 20-year period used by the predecessor owner of the Resort.

Interest expense, net of interest income, which approximated $814 and $4,735 for the six months ended June 30, 2005 and 2004, respectively, reflects the accrual of the predecessor owner's mortgage interest obligations to our parent. This interest obligation was settled in the Settlement Agreement. The participating mortgage loan that was assumed by us from GHR was amended to adjust the outstanding balance to $39,240. That note is now non-interest bearing.

The net income for the six months ended June 30, 2005 was approximately $1,088, compared to a net loss for the six months ended June 30, 2004 of approximately $5,070.

During the six months ended June 30, 2005, approximately $956 of the capital reserve funds were disbursed. Of the $956, approximately $469 was used to pay lease payments on existing and additional new equipment consisting of bellman vehicles, golf cart leases, golf course equipment leases, telephone equipment leases and cable leases and the balance was for various capital improvement projects and replacements throughout the Resort. The cash purchases of property and equipment of approximately $495 were offset by approximately $45 in insurance proceeds and asset retirements. We currently have budgeted $832 in capital expenditures for the last six months of 2005.

The preceding information may contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements may be identified by the inclusion of terms such as "believe," "expect," "hope" or "may" or other similar words. Although we believe that such forward-looking statements are based upon sound and reasonable assumptions, given the circumstances in which the statements are made, the actual results could differ significantly from those described in the forward-looking statements.

Certain factors that might cause such a difference include, among others, the following: changes in general economic conditions that may influence group conferences and guests' vacations plans; changes in travel patterns; changes in consumer tastes in destinations or accommodations for group conferences and vacations; changes in rental pool participation by the current condominium owners; settlement of the class action lawsuit involving the rental pool agreements; our ability to continue to operate the Resort under our management contracts; and the resale of condominiums to owners who elect neither to participate in the Rental Pool nor to become Club members. Given these uncertainties, readers are cautioned not to put undue reliance on such statements.

Other Matters

On April 29, 2005, Westin's parent, Starwood Hotels & Resorts Worldwide, Inc., or Starwood, entered into an Assurance of Voluntary Compliance with the State of Florida Office of the Attorney General. See a further discussion of this matter in Note 1 to our condensed combined financial statements contained in Item 1 above.

Contractual Obligations, Contingent Liabilities and Commitments

The following table summarizes our contractual obligations at June 30, 2005, and the effect such obligations are expected to have on our liquidity and cash flow (or upon our successors in interest under the applicable contracts, if the contracts are not terminated) in future periods:

	Payments Due by Period (in thousands)
Contractual Obligation	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Master lease agreement (with the condominium owners)	$	7,862	$	534	$	3,097	$	4,231	$	—
Management agreements(1)		22,450		1,900		5,700		3,283		11,567
Troon supplemental fee		800								800
Operating and capital leases		2,492		705		1,766		20
Significant open purchase orders(2)		206		206
Service agreements and other		1,721		1,341		295		85

Total of the Resort's obligations	$	35,531	$	4,686	$	10,858	$	7,619	$	12,367

(1): If the Westin management agreement is terminated pursuant to its terms prior to its expiration date of December 31, 2017, a minimum termination fee of $5,500 will be due upon termination in lieu of the management agreement fees.
(2): Reflects open purchase orders which individually exceed $25.

Interest is reflected, as applicable, in the commitments and obligations listed above.

Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations, Contingent Liabilities and Commitments" in our Form 10-K for the year ended December 31, 2004 filed on March 30, 2005 for a description of the our contractual obligations.

Liquidity and Capital Resources

Our working capital position is a deficit of approximately $855 as of June 30, 2005. We continue to experience seasonal fluctuations in our net working capital position. Seasonality impacts our liquidity because there is more available cash during the winter months, specifically in the first quarter than in the late summer months when cash becomes very limited. In July 2004, after we took possession of the Resort, our parent, loaned us $2,000 to support working capital needs. The proceeds of this loan have been fully expended by the manager of the Resort to support operational expenses. Generally, our only source of cash is from any profitable operations of the Resort. While the financial performance of the Resort is showing signs of recovery to date in 2005, it does not appear from the projections provided by the asset manager that the operational cash flow capacity of the Resort will permit the Resort to reestablish its self-sufficiency in the near term. Further, the Resort's credit capacity is limited. We have requested a further cash infusion from our Parent which we expect to receive in the near term; however, there can be no assurances as to the specific timing or amount of any such cash infusion.

RISK FACTORS

Class action litigation involving GHR could adversely impact the Resort.

Approximately fifty condominium owners initiated legal action against GHR and its corporate parent, Golf Hosts, Inc., regarding various aspects of the prior rental pool arrangement (see Part II, Item 1 "Legal Proceedings" for further discussion). At the present time, GTA-IB, LLC is not a party to the lawsuit, nor are our affiliates. It is our understanding that the condominium owners/plaintiffs allege breaches of contract, including breaches in connection with the prior rental pool arrangement. It is also our understanding that the plaintiffs are seeking unspecified damages and declaratory judgment because they believe they are entitled to participate in the Rental Pool. The plaintiffs also believe that golf course access should be limited to persons who are either members, their accompanied guests, or guests of the Resort.

An unfavorable result in the Land Use Lawsuit could impair the value of Parcel F and the Resort.

In the event that the defendants in the Land Use Lawsuit do not prevail, we may lose all or substantially all of our land use and development rights with respect to Parcel F. As a result, we may experience reduced club memberships at the Resort, and our ability to realize the benefits from proposed development of Parcel F would be adversely impacted. In addition, failure by the defendants to prevail in the Land Use Lawsuit could jeopardize our land use and development rights in the remaining units that we may have the opportunity to develop at the Resort if a court subsequently applied a similar interpretation of our rights with respect to those units. In that instance, we might lose all or substantially all of those rights with respect to the remaining units. As a result of a successful challenge to our land use and development rights relating to the remaining units at the Resort, our ability to develop the Resort would be adversely affected.

In the event of unfavorable rulings by OSHA, the EEOC, the NASD or the FDRE against our parent or its subsidiaries based on complaints filed by a former employee of Golf Host Securities, Inc. ("GHSI"), we, GHSI or our parent could suffer fines and penalties, which could negatively impact the funds available for liquidating distributions.

In July 2005, we received a series of notices of complaints from a single former employee, as follows: (i) GHSI, another subsidiary of our parent, received from the Department of Labor, Occupational Safety and Health Administration, or OSHA, notice that this former employee is alleging violations of Title VIII of the Sarbanes-Oxley Act of 2002, Section 806 of the Corporate and Criminal Fraud Accounting Act; (ii) we received notice from the U.S. Equal Employment Opportunity Commission, or EEOC, of an alleged charge of discrimination by this former employee; (iii) GHSI received notice that this former employee has filed a complaint with the National Association of Securities Dealers, Inc., or NASD, alleging violations of applicable rules and of federal and state securities statutes; and (iv) GHSI received notice that this former employee had filed with the Florida Division of Real Estate, or FDRE, a complaint alleging that GHSI had failed to pay real estate commissions owed to him and wrongfully terminated him, among other complaints, in violation of applicable state and federal law.

We and our affiliates expect to vigorously defend against each of the claims of this former GHSI employee filed with OSHA, the EEOC, the NASD and the FDRE. In the event that we and our affiliates do not prevail upon these claims, we could be subject to fines, penalties and other administrative remedies which could harm our results of operations, and the NASD could suspend GHSI's license or the FDRE could revoke GHSI's license as a Corporation Real Estate Broker, preventing GHSI from acting as a real estate broker for the sale of condominiums participating in the Rental Pool.

In the event that the Resort does not provide sufficient cash flow to us, we may be forced to reduce capital expenditures and improvements at the Resort, diminishing the value of the rental pool units.

As the owner of the Resort, we will be responsible for any negative cash flow associated with the ownership and operation of the Resort. As a result of the assumption of these liabilities and our responsibility for any negative cash flow, we may be exposed to liabilities and expenditures exceeding our expectations or ability to pay. In the event cash flow is insufficient to fund planned improvements, the ability of the participants to rent their units may decline. A decline in the rental rates that can be charged for the units or related vacancies resulting from our inability to make necessary capital expenditures may cause the value of the rental pool units to decline.

The Resort's performance may not provide adequate resources to fund the refurbishment reimbursement to the rental pool participants.

Pursuant to the former borrower's arrangement with many of the persons who own condominium units at the Resort, the condominiums owned by these participating persons are placed in the Rental Pool, a securitized pool and rented as hotel rooms to guests of the Resort. In addition to the current Rental Pool agreement, the former owner of the Resort agreed with the condominium owners association that the former owner of the Resort would reimburse 50% of the refurbishment costs, plus accrued interest (at 5% per annum) on the unpaid balance of the 50%. This amount will be reimbursed to participating condominium owners (or transferees of their condominium unit(s)) over the five-year period beginning in 2005. The reimbursement is contingent on the units remaining in the Rental Pool from the time of the refurbishment of their unit throughout the reimbursement period of 2005 through 2009. If the unit does not remain in the pool during the reimbursement period of 2005 through 2009, the owner or successor owner forfeits any unpaid installments at the time the unit is removed from the pool.

Accordingly, maintaining condominium owner participation in the Rental Pool is very important to the continued economic success of the Resort. We assumed certain existing or modified financial obligations of the former borrower, including its responsibilities regarding the administration of the condominium unit Rental Pool, when we took ownership of the Resort pursuant to the Settlement Agreement. We also assumed the borrower's obligation for refurbishment expenses paid by the condominium owners pursuant to the Settlement Agreement.

As owner of the Resort, we will be responsible for any negative cash flow associated with the ownership and operation of the Resort. As a result of the assumption of these liabilities and our responsibility for any negative cash flow, we face the risk that our ultimate liabilities and expenditures might be greater than we expected. In that case, we may not have sufficient cash available for the payment of the refurbishment expenses relating to the rental pool units. If this were to occur, we would be in breach of our obligations to the participants in the Rental Pool, and we might face successful legal challenges relating to that breach.

The number of Rental Pool units may decline if current owners find alternative uses of the units more attractive than participating in the Rental Pool, reducing the number of available Rental Pool units and diminishing the value of the remaining units.

Participants in the Rental Pool may decide that alternative uses of their condominium units are more attractive than participating in the Rental Pool. In particular, condominium owners may determine that they are better off financially by renting their units to longer term tenants, or by living in their units rather than paying to live elsewhere and allowing their units to participate in the Rental Pool. Any such reduction in the number of participants in the Rental Pool may result in increased costs and reduced revenues for the remaining Rental Pool participants. In particular, a decrease in the number of participants in the Rental Pool will result in higher per capita costs relating to fixed costs that are incurred in connection with the administration of the Rental Pool. In the event that the number of units in the Rental Pool declines below 575, our obligation to reimburse refurbishment expenses for the units will be abated until the number of units in the Rental Pool is restored to 575 or higher.

Unusual weather patterns experienced in Florida during 2004 could result in depressed bookings and reduced proceeds to the rental pool participants.

We expect that bookings at the Resort in late summer and fall 2005 may be adversely affected as a result of a series of hurricanes that affected Florida during 2004. In particular, it is possible that groups will choose alternate destinations for travel during the hurricane season, resulting in lower bookings and reduced revenues for the Resort. Any reduction in revenues for the Resort resulting from lower bookings may reduce the distributions to the Rental Pool participants.

We are subject to all the operating risks common to the hotel industry.

Operating risks common to the Resort include:

•: changes in general economic conditions, including the timing and robustness of the apparent recovery in the United States from the economic downturn and the prospects for improved performance in other parts of the world;
•: impact of war and terrorist activity (including threatened terrorist activity) and heightened travel security measures instituted in response thereto;
•: domestic and international political and geopolitical conditions;
•: decreases in the demand for transient rooms and related lodging services, including a reduction in business travel as a result of general economic conditions;
•: the impact of internet intermediaries on pricing and our increasing reliance on technology;
•: cyclical over-building in the hotel industry which increases the supply of hotel rooms;
•: changes in travel patterns;
•: changes in operating costs, including, but not limited to, energy, labor costs (including the impact of unionization), workers' compensation and health-care related costs, insurance and unanticipated costs such as acts of nature and their consequences;
•: disputes with the managers of the Resort which may result in litigation;
•: the availability of capital to allow us to fund renovations and investments at the Resort; and
•: the financial condition of the airline industry and the impact on air travel.

General economic conditions may negatively impact our results.

Moderate or severe economic downturns or adverse conditions may negatively affect the operations of the Resort. These conditions may be widespread or isolated to one or more geographic regions. A tightening of the labor markets in Florida may result in fewer and/or less qualified applicants for job openings at the Resort. Higher wages, related labor costs and the increasing cost trends in the insurance markets may negatively impact our results as wages, related labor costs and insurance premiums increase.

We must compete for customers.

The hotel industry is highly competitive. The Resort competes for customers with other hotel and resort properties. Some of our competitors may have substantially greater marketing and financial resources than we do, and they may improve their facilities, reduce their prices or expand or improve their marketing programs in ways that adversely affect our operating results.

The hotel industry is seasonal in nature.

The hotel industry is seasonal in nature. Our revenue historically has been lower in the third quarter than in the first, second or fourth quarters.

Internet reservation channels may negatively impact our bookings.

Internet travel intermediaries such as Travelocity.com®, Expedia.com® and Priceline.com® are attempting to commoditize hotel rooms, by increasing the importance of price and general indicators of quality at the expense of brand or property specific identification. These agencies hope that consumers will eventually develop brand loyalties to their reservations system rather than to lodging brands. Although we expect to derive most of our business from traditional channels, if the amount of sales made through internet intermediaries increases significantly, our business and profitability may be significantly harmed.

The Resort places significant reliance on technology.

The hospitality industry continues to demand the use of sophisticated technology and systems including technology utilized for property management, procurement, reservation systems, operation of customer loyalty programs, distribution and guest amenities. These technologies can be expected to require refinements and there is the risk that advanced new technologies will be introduced. There can be no assurance that as various systems and technologies become outdated or new technology is required we will be able to replace or introduce them as quickly as our competition or within budgeted costs for such technology. Further, there can be no assurance that we will achieve the benefits that may have been anticipated from any new technology or system.

The Resort is capital intensive.

For the Resort to remain attractive and competitive, we have to spend money periodically to keep the properties well maintained, modernized and refurbished. This creates an ongoing need for cash and, to the extent we cannot fund expenditures from cash generated by operations, we must seek to obtain funds from borrowings or otherwise.

Our investment in the Resort is subject to numerous risks.

We are subject to the risks that generally relate to investments in real property because we own the Resort. The investment returns available from equity investments in real estate such as the Resort depends in large part on the amount of income earned and capital appreciation generated by the

Resort, and the expenses incurred. In addition, a variety of other factors affect income from the Resort and its real estate value, including governmental regulations, real estate, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. When interest rates increase, the cost of developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decreases. Any of these factors could have a material adverse impact on our results of operations or financial condition. If the Resort does not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be adversely affected.

Environmental Regulations.

Environmental laws, ordinances and regulations of various federal, state, local and foreign governments regulate our properties and could make us liable for the costs of removing or cleaning up hazardous or toxic substances on, under, or in property we currently own or operate or that we previously owned or operated. These laws could impose liability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent the real property or to borrow using the real property as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Other laws, ordinances and regulations could require us to manage, abate or remove lead or asbestos containing materials. Certain laws, ordinances and regulations, particularly those governing the management or preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, or sell the Resort.

Risks relating to so-called acts of God, terrorist activity and war.

The Resort's financial and operating performance may be adversely affected by so-called acts of God, such as natural disasters, in Florida and in areas of the world from which we draw a large number of guests. Similarly, wars (including the potential for war), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife and geopolitical uncertainty have caused in the past, and may cause in the future, our results to differ materially from anticipated results.

Some potential losses are not covered by insurance.

We carry comprehensive insurance coverage for general liability, property, business interruption and other risks with respect to the Resort. Our policies offer coverage features and insured limits that we believe are customary for similar type properties. Generally, our "all-risk" property policies provide that coverage is available on a per occurrence basis and that, for each occurrence, there is a limit as well as various sub-limits on the amount of insurance proceeds we can receive. In addition, there may be overall limits under the policies. Sub-limits exist for certain types of claims such as service interruption, abatement, expediting costs or landscaping replacement, and the dollar amounts of these sub-limits are significantly lower than the dollar amounts of the overall coverage limit.

In addition, there are also other risks such as war, certain forms of terrorism such as nuclear, biological or chemical terrorism, acts of God such as hurricanes and earthquakes and some environmental hazards that may be deemed to fall completely outside the general coverage limits of our policies or may either be uninsurable or too expensive to justify insuring against.

Our operations at the Resort are dependent upon outside managers.

Westin manages the daily operations of the Resort pursuant to our Management Agreement with Westin, and Troon manages the golf facilities at the Resort pursuant to related contractual

commitments with Westin. In the event that these third party managers fail to perform under their respective contracts as expected, or in the event that they default on their obligations, the Resort's results of operations will be adversely affected, potentially in a material way.

Risk factors relating to our parent and GTA

Our parent is a subsidiary of GTA's operating partnership. GTA is a public reporting company under the Exchange Act. Due to our relationship with GTA, we believe that its Risk Factors are relevant to our sole member and to the participants in the rental pool given that we are dependent upon GTA for funding that we may require. You should note that certain of the information contained in GTA's Risk Factors, filed as Exhibit 99.1 hereto, relating to liquidating distributions are not relevant to you unless you are a holder of GTA's common stock; however, such risk factors are informative in that they may indicate certain factors or events that may impact GTA and reduce GTA's willingness or ability to provide funding to the Resort and the rental pool units.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not have significant market risk with respect to foreign currency exchanges or other market rates. Our debt to our parent is non-interest bearing and, accordingly, fluctuations in interest rates are not expected to affect financial results.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management assesses the costs and benefits of such controls and procedures based upon the prevailing facts and circumstances, including management's reasonable judgment of such facts. As we neither controlled nor managed the Resort prior to July 16, 2004, our disclosure controls and procedures with respect to the Resort and its employees are necessarily more limited than those we maintain with respect to our own corporate operations. At close of business on July 15, 2004, we took title to the Resort; however, despite the fact that our amended management agreement with Westin provides us with heightened control and access to information, we do not directly assemble the financial information for the Resort (although we have taken steps that we deem to be reasonable under the circumstances to seek to verify such financial information) and consequently, our disclosure controls and procedures with respect to the Resort, while strengthened, remain necessarily more limited than those we maintain with respect to our own corporate operations. Since taking title to the Resort, we have focused upon integrating operations at the Resort into our disclosure controls and procedures and internal control procedures. In particular, those controls and procedures have been updated to account for the challenges presented by the increased size and scope of our operations now that we own the Resort.

The integration of a new business of significant size and scope of operations increases the risk that conditions may have been introduced that we did not anticipate in our design of our systems of control. Any pre-existing deficiencies in the predecessor owner's financial systems, processes and related internal controls increase the risk that the historical unaudited financial statements of the Resort's operations and cash flows which the predecessor owner has provided to us may not be accurate. We have out of necessity placed a certain amount of reliance on the historical financial information and reports of the Resort's predecessor owner for the periods prior to July 16, 2004, and continue to rely on the information provided by Westin as manager of the Resort.

As of June 30, 2005, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. With the assistance of Westin, our Chief Executive Officer and our Chief Financial Officer concluded that as of June 30, 2005 our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in our Exchange Act reports. Except as described above, there have been no significant changes in our internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation.

There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Class Action Lawsuit

The Resort, which we now own, served as collateral for a $79 million original balance non-recourse loan our parent made in 1997 to GHR. GHR entered into an arrangement with many of the parties who own condominium units at the Resort whereby the condominiums owned by these persons are placed in a pool and rented as hotel rooms to guests of the Resort. Certain of the condominium owners (as plaintiffs) initiated a legal action against GHR, and its corporate parent, Golf Hosts, Inc. (as defendants), regarding various aspects of this arrangement. We are not presently a party to the lawsuit. It is our understanding, however, that the condominium owners/plaintiffs are seeking to resolve the following issues, among others:

•: whether every condominium owner who is also a member of the Innisbrook Golf and Country Club has the right to participate in the lessor's rental pool, so long as there is a rental pool, by virtue of defendant's alleged marketing promises to all purchasers of condominiums at the Resort;
•: whether the condominium unit owners participating in the master lease agreement were coerced by economic pressure and duress to enter into the master lease agreement or the guaranteed master lease agreement;
•: whether the guaranteed master lease agreement is invalid by reason of such alleged coercion and economic duress and, if so, whether the condominium owners who entered into the guaranteed master lease agreement are entitled to be reimbursed for the difference between the amount of income that was distributed to them under the guaranteed master lease agreement and the amount of income that would have been distributed to them had they remained subject to the master lease agreement;
•: whether the unit owners who signed the guaranteed master lease agreement have the right to return to the master lease agreement without penalty, and thereby be entitled to be reimbursed for the difference between the income that they received under the guaranteed master lease agreement and the income they would have received under the master lease agreement;
•: whether the defendant breached its contract with the unit owners by allowing members of the public upon the golf courses, thereby adversely affecting the "private golf course" concept of the Resort; and
•: whether there has been a diminution in the market value of the individual condominium units due to the five factors mentioned above.

Depositions of class members and others, including depositions of former executives of GHR, have been taken and additional discovery remains to be undertaken. The previously scheduled trial date of February 3, 2003 was postponed by the Court and a new trial date has not yet been set. In July 2003, the judge in the litigation against GHR reversed an earlier ruling and held that the case could not proceed as a class action. The judge also ruled that the plaintiffs could not seek recovery from the individuals that hold stock in GHR and its affiliates (rejecting plaintiffs' attempt to "pierce the corporate veil"). In October 2003, the judge ruled that the claims of the former members of the class who were not named as plaintiffs in the lawsuit were barred by the statute of limitations. These rulings leave approximately 80 individual plaintiffs in the lawsuit representing 50 condominium units. Plaintiffs have appealed each of these rulings to the court of appeals. The court of appeals summarily affirmed the lower court's ruling that the case could not proceed as a class action and has affirmed the lower court's dismissal with prejudice of the veil piercing case. On June 15, 2004, counsel for GHR reargued the motion for summary judgment to summarily dismiss the claims of the remaining 80 individual

Plaintiffs. On July 29, 2004, the court entered an order granting the defendant's motion for summary judgment. The plaintiffs filed an appeal of this ruling on October 26, 2004. Briefing has been completed in the appeal from the court's final judgment granting the Company's motion for summary judgment. Argument before the appellate court is set for September 21, 2005.

We are not presently a party to this lawsuit, nor are GTA, the Lender or our other affiliates.

In connection with the execution of the Settlement Agreement between us and our former borrower, the former borrower provided a limited indemnity to defend and hold harmless GTA (and its affiliates such as us) from and against any and all costs, liabilities, claims, losses, judgments, or damages arising out of or in connection with the lawsuit known as the Class Action Lawsuit, as well as liabilities accruing on or before the closing date relating to employee benefits and liabilities for contracts or agreements not disclosed by GHR to GTA. In return, we delivered a duly executed release.

Land Use Lawsuit

On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, we filed a Motion to Intervene in the suit styled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs vs. Pinellas County, Florida, Golf Host Resorts, Inc. and Innisbrook F LLC, Defendants, Case No. 043388CI-15 (the Land Use Lawsuit). The above-named Plaintiffs have filed a multi-count complaint seeking injunctive and declaratory relief with respect to the land use and development rights of a tract of land known as Parcel F. We refer to this complaint as the Complaint. Parcel F is a parcel of land located within our Resort. The Plaintiffs allege that there are no remaining development units (residential units) available to be developed within the Resort property. On March 29, 2005 we filed a Motion to Intervene as a defendant in the Land Use Lawsuit in order to protect our property, and our land use and development rights with respect to Parcel F and our property. A hearing on the Motion to Intervene was held on April 4, 2005 after which the court granted our Motion. On April 5, 2005, we joined in the filing of a Motion to Dismiss and Motion to Strike three of the seven counts of the Complaint. The court granted the Defendant's Motion to Dismiss on April 26, 2005. On that same date, four individuals (Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert) and Autumn Woods Homeowner's Association, Inc. moved to intervene in the Land Use Lawsuit. The court has not ruled on that motion. On April 8, 2005, a separate suit was filed by James M. and Mary H. Luckey and Andrew J. and Aphrodite B. McAdams. That suit seeks injunctive and declaratory relief in six separate counts, all relating to the land use and development rights of Parcel F. This suit was consolidated with the Land Use Lawsuit on May 3, 2005. After May 6, 2005 we filed a Motion to Dismiss the Luckey suit. That motion was heard by the court on May 31, 2005. Since that hearing, we have filed our Answer and Affirmative Defenses to both complaints that have been filed in the consolidated action. On August 3, 2005 a case management conference was held before the Court. At that hearing, the Court scheduled a hearing on the defense motions for summary judgment for August 30, 2005 and a trial starting December 12, 2005. As an intervenor, we will seek to obtain a ruling from the court which preserves and protects our property, and our land use and development rights with respect to Parcel F and our property in order to maximize the value of those rights as they relate both to Parcel F and the Resort in general. See further discussion of the Land Use Lawsuit under "Risk Factors."

all or substantially all of those rights with respect to the remaining units. As a result of a successful challenge to our land use and development rights relating to the remaining units at the Resort, our ability to develop the Resort would be adversely affected.

Property Tax lawsuit

On December 10, 2004 we filed a lawsuit against the property appraiser of Pinellas County Florida to challenge the 2004 real estate assessment on the Resort property. The County filed a motion to dismiss, which was denied by the Court. No trial date has bee set. If the Property Appraiser were to prevail, there would be no material adverse effect upon the financial statements as the assessment is fully accrued and accounted for in our books and records.

Complaints by a former employee of GHSI

OSHA Complaints

In July 2005, GHSI, a subsidiary of our parent, received from the Department of Labor Occupational Safety and Health Administration, or OSHA, notice that a former employee of GHSI had filed a complaint with OSHA alleging that GHSI had violated Title VIII of the Sarbanes-Oxley Act of 2002, Section 806 of the Corporate and Criminal Fraud Accountability Act. OSHA requested that GHSI respond to the allegation that GHSI violated the referenced Acts.

There does not appear to be a specific demand in this claim for compensation; however, monetary demands have been made in the past by this former employee and his counsel but those demands have been rejected. We have until August 26, 2005 to respond to this claim.

EEOC Complaints

In July 2005, we received from the U.S. Equal Employment Opportunity Commission, or EEOC, a notice of a charge of discrimination by a former employee of GHSI. The EEOC has requested that we provide to it in July 2005 a statement of its position on the issues covered by the former employee's charge and copies of supporting documentation. The former employee of GHSI alleged in his charge of discrimination that the termination of his employment with GHSI was the result of unlawful discrimination by us in violation of the Age Discrimination in Employment Act and the Florida Civil Rights Act.

There does not appear to be a specific demand in this claim for compensation; however, monetary demands have been made in the past by this former employee and his counsel; however, those demands have been rejected.

NASD Complaints

In July 2005, GHSI received notice that a former employee of GHSI had filed a complaint with the National Association of Securities Dealers, Inc. or NASD, against GHSI for violations of the rules thereof and federal and state securities statutes. This former employee included in his claim an allegation that our parent had ignored his complaints that our parent's actions were violations of law, and asked the NASD to revisit its approval of our parent's ownership of GHSI.

FDRE Complaints

In July 2005, GHSI received notice that a former employee of GHSI had filed a complaint with the Florida Division of Real Estate, or FDRE, against GHSI for an alleged failure to deliver commissions of $13,263 allegedly owed to this former employee. This former employee also alleged that (i) our parent's officers (who are also our officers) violated Florida Statute 475, as well as other federal and state statutes and the regulations of various regulatory agencies, and that (ii) our parent's actions violated, among other federal and state laws, the whistleblower protections under state and federal law, and the Age Discrimination in Employment Act and Florida Civil Rights Act prohibiting age discrimination.

This former employee of GHSI has made a specific demand for $13,263 in his complaint to the FDRE; however, monetary demands made in the past by this former employee and his counsel have been rejected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

Not applicable.

Item 6. Exhibits

Exhibit No.		Description
3.1		Articles of Organization of GTA-IB, LLC(1)
3.2		Amended and Restated Operating Agreement of GTA-IB, LLC(1)
10.1		Settlement Agreement dated July 15, 2004 by and among Golf Trust of America, L.P., GTA-IB, LLC, Golf Host Resorts, Inc., Golf Hosts, Inc., Golf Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC(2)
10.2		Defense and Escrow Agreement dated July 15, 2004 by and among Golf Host Resorts, Inc., GTA-IB, LLC, Golf Trust of America, L.P., Golf Trust of America, Inc. and Chicago Title Insurance Company(2)
10.3		Operational Benefits Agreement dated July 15, 2004 by and among Golf Host Resorts, Inc., Golf Hosts, Inc., GTA-IB, LLC, and Golf Trust of America, L.P.(2)
10.4		Management Agreement dated July 15, 2004 by and between Westin Management Company South and GTA-IB, LLC(2)
10.5		Assignment, Consent, Subordination and Nondisturbance Agreement dated July 15, 2004 by and among GTA-IB, LLC, Golf Trust of America, L.P. and Westin Management Company South(2)
10.6		Facility Management Agreement dated July 15, 2004 by and between Troon Golf L.L.C. and Westin Management Company South(2)

10.7		Loan Agreement dated July 15, 2004 by and between Golf Trust of America, L.P. and Elk Funding, L.L.C. and related Notes A and B(2)
10.8.1		Parcel F Development Agreement dated March 29, 2004 by and among Golf Hosts Resorts, Inc., Golf Trust of America, L.P. and Parcel F, LLC, formerly known as Innisbrook F, LLC, formerly known as Bayfair Innisbrook, L.L.C.(2)
10.8.2	*	First Amendment to Parcel F Development Agreement by and among Golf Hosts Resorts, Inc., Golf Trust of America, L.P. and Parcel F, LLC (formerly known as Innisbrook F, LLC).
10.8.3	*	Second Amendment to Parcel F Development Agreement by and among Golf Hosts Resorts, LLC (formerly known as Golf Host Resorts, Inc.), Golf Trust of America, L.P., GTA-IB, LLC and Parcel F, LLC (formerly known as Innisbrook F, LLC).
10.9		Amendment to Loan Agreement between GTA-IB, LLC and Golf Trust of America, L.P.(1)
10.10		Loan Agreement dated June 20, 1997 between Golf Host Resorts, Inc. and Golf Trust of America, L.P.(1)
10.11		Promissory Note issued by GTA-IB, LLC to Golf Trust of America, L.P.(1)
31.1	*	Certification of the Registrant's President pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2	*	Certification of the Registrant's Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1	*	Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002
99	*	Risk Factors of Golf Trust of America, Inc.

(1): Previously filed as Exhibits (same Exhibit numbers as referenced above) to the Company's Report on Form 10-Q, filed on November 23, 2004, and incorporated herein by reference.
(2): Previously filed as Exhibits 10.1 through 10.8 to the Company's Current Report on Form 8-K, filed November 16, 2004, and incorporated herein by reference.
*: Filed as an exhibit hereto.

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.

	GTA-IB, LLC, registrant
Date: August 15, 2005	By:	/s/ W. BRADLEY BLAIR, II W. Bradley Blair, II President and Chief Executive Officer
Date: August 15, 2005	By:	/s/ SCOTT D. PETERS Scott D. Peters Secretary and Chief Financial Officer

QuickLinks

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

RISK FACTORS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits

SIGNATURES
EX-10.8.2 2 a2162151zex-10_82.htm EXHIBIT 10.8.2
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.8.2

Prepared by and return to:
Lee E. Nelson, Esq.
P. O. Box 380
Tampa FL 33601

FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT

THIS FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT (this "First Amendment") is made as of the 11^th day of March, 2005, by and among, PARCEL F, LLC, a Florida limited liability company, formerly known as Innisbrook F, LLC ("Parcel F Purchaser") and GOLF HOST RESORTS, INC., a Colorado corporation ("Golf Host") and is consented to by GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership ("GTA").

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts,

A.: The parties entered into the Parcel F Development Agreement recorded in OR Book 13469, Page 480 of the Public Records of Pinellas County, Florida (the "Development Agreement").
B.: The exhibit attached as Exhibit E to the Development Agreement depicting Mill Ridge Road was a temporary exhibit and the parties desire to substitute a corrected Exhibit E.
C.: The legal description for the Parcel F Access Road attached as Exhibit F to the Development Agreement contained a scrivener's error and the parties desire to correct the scrivener's error.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration the receipt of which and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Mill Ridge Road. Exhibit E to the Development Agreement is deleted in its entirety and Exhibit E to this Amendment [U.S. Surveyor dated November 18, 2004] is inserted as Exhibit E to the Development Agreement. The parties agree that the legal description contained in revised Exhibit E is a general description of Mill Ridge Road and in the event of any discrepancy between the legal description contained in Exhibit E and the actual physical location of Mill Ridge Road, the physical location of Mill Ridge Road controls.

2. Parcel F Access Road Legal Description. Exhibit F to the Development Agreement is deleted in its entirety and Exhibit F to this Amendment [King Engineering dated March 11, 2005] is inserted as Exhibit F to the Development Agreement.

3. Full Force and Effect. Except as expressly provided herein, all other terms and conditions of the Development Agreement remain the same and in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and year first above written.

SIGNED, SEALED AND DELIVERED in the Presence of:	PARCEL F, LLC, a Florida limited liability corporation, formerly known as Innisbrook F, LLC
	By:	/s/ STEVE SAMAHA
Print Name:	Name: Steve Samaha Its: Member

Print Name:
	GOLF HOST RESORTS, LLC, a Colorado corporation, formerly Golf Host Resorts, Inc.
	By:	/s/ ROBERT GEIMER
Print Name:	Name: Robert Geimer Its: Vice President

Print Name:

The undersigned hereby consents to this Agreement, subject to and in accordance with, the terms of this First Amendment and all of the exhibits thereto.

	GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership
SIGNED, SEALED AND DELIVERED in the Presence of:	By:	GTA GP, INC., a Maryland corporation
	By:	/s/ W. BRADLEY BLAIR, II
Print Name:	Name: W. Bradley Blair, II Its: President and CEO

Print Name:

STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

The foregoing instrument was acknowledged before me this 5th day of April, 2005, by Steven M. Samaha, as member of PARCEL F, LLC, formerly known as Innisbrook F, LLC, a Florida limited liability corporation, on behalf of the company. He/she is personally known to me.


	Print Name:	Notary Public

	My Commission Expires:
	(NOTARY SEAL)

STATE OF Georgia
COUNTY OF Cobb

The foregoing instrument was acknowledged before me this 13^th day of April, 2005, by Robert Geimer, as Vice President of GOLF HOST RESORTS, LLC, a Colorado corporation, on behalf of the corporation. He/she is personally known to me.


	Print Name:	Notary Public

	My Commission Expires:
	(NOTARY SEAL)

STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON

The foregoing instrument was acknowledged before me this 11th day of March, 2005, by W. Bradley Blair, II, as President and CEO of GTA GP, INC., the general partner of GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership, on behalf of the partnership. He/she is personally known to me.


	Print Name:	Notary Public

	My Commission Expires:
	(NOTARY SEAL)

QuickLinks

Exhibit 10.8.2

EX-10.8.3 3 a2162151zex-10_83.htm EXHIBIT 10.8.3
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.8.3

Prepared by and Return to:
PARKER POE ADAMS & BERNSTEIN, L.L.P.
200 Meeting Street, Suite 301
Charleston, South Carolina 29401
Attn: Matthew J. Norton, Esq.

SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT

THIS SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT (this "Second Amendment") is made as of the 10th day of August, 2005, by and among, PARCEL F, LLC, a Florida limited liability company, formerly known as Innisbrook F, LLC ("Parcel F Purchaser"); GOLF HOST RESORTS, LLC, a Colorado limited liability company, formerly known as Golf Host Resorts, Inc., a Colorado corporation ("Golf Host"); and GTA IB, LLC, a Florida limited liability company; and consented to by GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership (collectively, "GTA").

THE PARTIES ENTER THIS SECOND AMENDMENT on the basis of the following facts,

A. As of March 29, 2004, Parcel F Purchaser and Golf Host entered into (with the consent of Golf Trust of America, L.P.) the Parcel F Development Agreement recorded in OR Book 13469, Page 480 of the Public Records of Pinellas County, Florida (as amended, the "Development Agreement").

B. As of March 11, 2005, Parcel F Purchaser and Golf Host entered into (with the consent of Golf Trust of America, L.P.) the First Amendment to the Parcel F Development Agreement.

C. Golf Host was the owner of the real property more particularly described on Exhibit A-1 to the Development Agreement (the "Golf Course Parcel") located within the community commonly known as "Innisbrook" upon which golf courses and other facilities are located (collectively, the "Club Facilities"). Subsequently, Golf Host conveyed all of its right, title, and interest in the Golf Course Parcel to GTA IB, LLC, a subsidiary of Golf Trust of America, L.P., and as a result thereof, GTA IB, LLC is hereby added as a party to the Development Agreement as the Golf Course Owner.

D. Golf Host is the owner of the real property more particularly described on Exhibit A-2 to the Development Agreement ("Parcel F") located within Innisbrook and adjacent to holes 8 through 14 of the 18 hole "Island" golf course located within the Golf Course Parcel (the "Island Course").

E. Golf Host intends to sell to Parcel F Purchaser, and Parcel F Purchaser intends to purchase from Golf Host, Parcel F pursuant to and in accordance with certain Amended and Restated Agreement For Sale And Purchase of Real Property—Parcel F dated June 29, 2004, which amended and restated that certain Agreement for Purchase and Sale of Real Property dated July 13, 2001 (as amended, "Purchase Agreement").

F. Parcel F Purchaser intends to develop Parcel F as a residential community pursuant to the Development Agreement containing common areas and a mixture of product types and not more than 400 residential units, as more particularly described in the Plans (as defined in the Development Agreement) as the Plans may be modified pursuant to the Development Agreement and such Parcel F development shall include without limitation the development of the Parcel F Access Road in accordance with the terms of the Development Agreement (collectively, the "Parcel F Development").

G. Subject to the usual and customary noise and other unavoidable impacts directly associated with the development of the Parcel F Development, Parcel F Purchaser has agreed pursuant to the Development Agreement (A) to undertake the Parcel F Development in accordance with the Plans and in such a manner so as to (i) avoid any unnecessary and/or avoidable disruption to the Club Facilities to the fullest extent practicable, (ii) comply with the limitations set forth in the Development Agreement including Exhibit N to the Development Agreement, and (iii) comply with all applicable

laws, rules and regulations, and (B) to require purchasers of residential units located on Parcel F to promptly join the Innisbrook Resort and Golf Club.

H. Parcel F Purchaser, Golf Host, and GTA now agree to further amend the Development Agreement subject to the terms, provisions, and covenants contained in this Second Amendment.

1. Recitals. The party making the respective foregoing Recitals represents that the respective Recitals are true and correct. The Recitals are incorporated into this Second Amendment by reference as binding provisions on the parties.

2. Definitions. Certain defined terms used in this Second Amendment are denoted by the capitalizing of the first letter in such term. When used herein, such terms shall have the meaning given to them in the Development Agreement, unless either context or use clearly indicates otherwise or such terms are elsewhere herein defined.

3. Section 5.3. Section 5.3 of the Development Agreement is hereby deleted in its entirety and the following Section 5.3.1 is substituted in lieu thereof:

5.3.1 Improvements. Parcel F Owner shall be solely responsible for all fees, costs and expenses of improvements (including, without limitation, securing all permits and other governmental approvals required in connection with the improvements described in this Section 5.3.1, Section 5.3.2, and Section 5.3.3) on (a) the Golf Course Parcel constructed by Golf Course Owner pursuant to this Agreement in accordance with Exhibit Q-1 and Exhibit Q-2 attached hereto, and (b) Parcel F and the Parcel F Access Road Parcel necessary to construct the Parcel F Development, including, without limitation, items which are contained in Exhibit Q-1 and Exhibit Q-2 and the roadway to be constructed upon Parcel F Access Road Parcel in (1) substantial accordance with and as described in the construction plans for the Parcel F Access Road prepared by King Engineering Associates dated July 23, 2001, SP# 1050.071, job number 1218-006-000, a true, correct and complete copy of which Parcel F Owner agrees it has provided to Golf Course Owner and GTA, and (2) accordance with all applicable governmental permits, approvals, laws and ordinances, and all drainage and wetland mitigation required in connection therewith. At anytime after Parcel F Owner's completion of Parcel F Access Road and all infrastructure improvements in connection therewith, upon receiving Golf Course Owner's written request, Parcel F Owner shall promptly execute and deliver a lien free bill of sale to Golf Course Owner, at Parcel F Owner's sole cost and expense, for all such improvements and all such improvements shall belong to and be the sole and exclusive property of Golf Course Owner with no rights vested in any other Person, including, without limitation, Parcel F Owner; provided, however, that Parcel F Owner and Parcel F Unit Owners shall have the right to use such improvements to the extent of the Easements granted to Parcel F Owner and Parcel F Unit Owners by Golf Course Owner under this Agreement or other rights of Parcel F Owner or Parcel F Unit Owners. Parcel F Owner, at its sole cost and expense, agrees that any and all necessary maintenance, repair and all other activities necessary to satisfy and comply with any governmental requirements with respect to Parcel F Access Road shall be the sole responsibility of Parcel F Owner and shall be performed by Parcel F Owner in a professional, high-quality manner and promptly and diligently completed once commenced by Parcel F Owner. If the Plans are modified in any way and the Golf Course Owner reasonably determines that the Golf Course Parcel is adversely impacted by such modification, in addition to those improvements described in Exhibit Q-1 and Exhibit Q-2, then Parcel F Owner shall either pay for or promptly reimburse Golf Course Owner for the cost of such additional improvements that are necessary, in Golf Course Owner's reasonable opinion, because of such changes. Parcel F Owner agrees that the scheduling of Parcel F Development construction that

impacts the Golf Course Parcel improvements shall be reasonably coordinated with the construction of improvements to the Golf Course Parcel made in accordance with Exhibit Q-1 and Exhibit Q-2, in order to take into account optimum time frames for sodding, reseeding and overseeding of turf and other agronomic issues.

4. New Section 5.3.2. The following new Section 5.3.2 shall be added to the Development Agreement.

5.3.2 Relocation of Parcel F Access Road. Subject to the obligations as described in Section 5.3.1, Parcel F Owner may elect, by notifying Golf Course Owner to attempt to shift the location of the Parcel F Access Road approximately 15 to 25 feet further away from hole 18 of the Island Golf Course ("Parcel F Access Road Relocation"); provided, however, that any such election by Parcel F Owner is subject to the prior written approval of Golf Course Owner in its sole discretion. Upon receipt of such election notice, Golf Course Owner shall have thirty (30) days to provide Parcel F Owner with a description of which of the improvements to the Parcel F Access Road Parcel and Golf Course Parcel as described in Exhibit Q-2, as the same may be amended by Parcel F Owner and Golf Course Owner as a result of the Relocation of Parcel F Access Road, that are contiguous to the 18^th hole of the Island Golf Course will be required along with a cost estimate and cost cap for such improvements. Thereafter, Parcel F Owner shall have thirty (30) days from receipt to notify Golf Course Owner of its election to continue to pursue the Parcel F Access Road Relocation. In the event Parcel F Owner elects to continue to pursue the Parcel F Access Road Relocation, Parcel F Owner shall be required to (a) attempt to obtain, at Parcel F Owner's cost, all governmental permits and approvals necessary in order to construct the Parcel F Access Road in such new location, and (b) pay for the additional cost of construction, if any, of the Parcel F Access Road due to such new location above and beyond the cost of construction in the prior location. If Parcel F Owner makes such election to pursue the Relocation and Golf Course Owner consents to such election, Parcel F Owner agrees (i) to schedule all required activity such that the improvements contemplated in Exhibit Q-1 and any applicable improvements to the Parcel F Access Road Parcel and as described in Exhibit Q-2 that are contiguous to the 18^th hole of the Island Golf Course shall be completed so that the Island Golf Course is open for full play at the start of the next "Active Golf Season" (i.e., the period October 1 through May 1), and (ii) to proceed with all reasonable due diligence to attempt to obtain all permits and approvals. At the point that Parcel F Owner has obtained approval for such permitting and notifies Golf Course Owner of its final and conclusive intention to complete the Parcel F Access Road Relocation, in order for Parcel F Owner to commence and complete its construction activity for the Parcel F Access Road Relocation in any given calendar year, Parcel F Owner must provide prior written notice to Golf Course Owner and Golf Course Owner must determine in its discretion that all construction of the Parcel F Access Road Relocation, the improvements described in Exhibit Q-1, and the required improvements described in Exhibit Q-2 as amended and undertaken by Parcel F Owner and Golf Course Owner, as applicable, as described above, can be reasonably completed prior to commencement of the Active Golf Season for that year. Upon the completion of the Parcel F Access Road Relocation, Parcel F Owner and Golf Course Owner agree to adjust the location of the Parcel F Access Road Parcel and corresponding easement to accommodate the final approved location of the road. If the permitting is not approved or if Parcel F Owner elects at any time to terminate its pursuit of the Parcel F Access Road Relocation, the Parcel F Access Road will be constructed in accordance with the current construction plans and in accordance with Sections 5.3.1 and 5.3.3.

5. New Section 5.3.3. The following new Section 5.3.3 shall be added to the Development Agreement.

5.3.3 Realignment of 18^th Hole. If Parcel F Owner has not elected to shift the location of the Parcel F Access Road pursuant to Section 5.3.2 or the Golf Course Owner has not consented to

such election by Parcel F Owner, either party may elect, by notifying the other party prior to February 1 of any calendar year after the conveyance of Parcel F to the Parcel F Purchaser, to realign the 18^th hole of the Island Course and to perform other related improvements to Parcel F Access Road as described on Exhibit Q-2 (the "Realignment"). The Realignment shall be undertaken by Golf Course Owner and the scope of such Realignment is described more particularly in Exhibit Q-2. The activity to be undertaken by Golf Course Owner shall be timed such that the Island Golf Course is open for full play at the start of the "Active Golf Season" (i.e., the period October 1 through May 1). Parcel F Owner shall be solely responsible for all fees, costs and expenses of the Realignment subject to the Realignment Cost Cap as described in Exhibit Q-2. If the costs of the Realignment are not paid directly by Parcel F Owner, Golf Course Owner shall submit on a monthly basis request(s) for reimbursement along with the relevant invoices and other documentation demonstrating the costs to Golf Course Owner of the Realignment. Golf Course Owner and Parcel F Owner agree to cooperate in undertaking such permitting immediately after either party exercises such election. Golf Course Owner and Parcel F Owner agree to proceed with all reasonable due diligence to obtain all permits and approvals necessary for the construction of the improvements described in this Section 5.3.3.

6. Exhibit Q. Exhibit Q of the Development Agreement is hereby deleted in its entirety and Exhibit Q-1 hereto is substituted in lieu thereof.

7. New Exhibit Q-2. The exhibit set forth as Exhibit Q-2 hereto shall be added to the Development Agreement as a new Exhibit Q-2.

8. Golf Course Parcel. The defined term "Golf Course Parcel" excludes all real property that has been partially released from the GTA Mortgage as of the date of this Second Amendment.

9. Subordination of GTA Mortgage. GTA is, as of the date of this Second Amendment, the mortgagee pursuant to the GTA Mortgage. GTA hereby confirms the subordination of its lien and rights under the GTA Mortgage to the Development Agreement and GTA will not foreclose or cancel any rights or interests of Golf Course Owner or Parcel F Owner or otherwise pursuant to the Development Agreement.

10. Miscellaneous. Except as modified hereby, the Development Agreement shall remain unmodified and in full force and effect. In the event of any conflict between the provisions of this Second Amendment and the provisions of the Development Agreement, the provisions of this Second Amendment shall govern and control. This Second Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together shall constitute one complete agreement.

IN WITNESS WHEREOF, the undersigned have executed this Second Amendment as of the day and year first above written.

SIGNED, SEALED AND DELIVERED in the Presence of:	PARCEL F, LLC, a Florida limited liability corporation, formerly known as Innisbrook F, LLC
	By:	/s/ STEVE SAMAHA
Print Name:	Name: Steve Samaha Its: Member

Print Name:
	GOLF HOST RESORTS, LLC, formerly Golf Host Resorts, Inc.
	By:	/s/ ROBERT GEIMER
Print Name:	Name: Robert Geimer Its: Vice President

Print Name:
	GTA IB, LLC, a Florida limited liability company
	By:	/s/ W. BRADLEY BLAIR, II
Print Name:	Name: W. Bradley Blair, II Its: Manager

Print Name:

The undersigned hereby consents to this Second Amendment, subject to and in accordance with, the terms of this Second Amendment and all of the exhibits thereto.

	GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership
SIGNED, SEALED AND DELIVERED in the Presence of:	By:	GTA GP, INC., a Maryland corporation
	By:	/s/ W. BRADLEY BLAIR, II
Print Name:	Name: W. Bradley Blair, II Its: President and CEO

Print Name:

EXHIBIT Q-1

The following is a description of the improvements required to repair and retrofit the Golf Course Parcel (excluding the construction of the improvements in the Parcel F Access Road and Easements including the resodding of any of the Easements resulting from Parcel F Owner's Development and further excluding any improvements [which detail shall be approved by Golf Course Owner and paid for by Parcel F Owner] necessary to reroute and/or replace the cart path and raise the grade on the Golf Course Parcel or Parcel F Access Road to accommodate the tie-in of the golf cart path to the Parcel F Access Road connecting Hole 17 green and Hole 18 tee box), including without limitation, changes to the irrigation system, cart and maintenance equipment path relocation, and shaping and recontouring of the Golf Course Parcel. Also included are sod areas needed for erosion control and sod areas that abut the cart paths to be installed on the easements to the right and left of hole 10. The estimated cost for the work described below is approximately $185,000.00 (the "Cost Estimate") and Golf Course Owner agrees that Parcel F Owner's responsibility to pay for such improvements shall not exceed $235,000.00 (the "Cost Cap"), subject to the Cost Cap Increase, if any, related to the construction of the pump house described below; and provided, further, that if such work is not completed on or before December 31, 2007, the Cost Cap will increase by 10% on January 1, 2008 and again on January 1 of each subsequent calendar year.

The following is a hole by hole description of necessary work:

Hole 8:

Clearing behind 8 green with the abrupt natural slope will require additional irrigation and sodding of the slope to prevent erosion. Additionally, there will be a 419 Bermuda buffer before transitioning into the typical St. Augustine grasses used by homeowners and construction tie-ins.

Hole 9:

The 9-tee complex needs some additional irrigation and sodding for erosion control depending on how much clearing is done in this area. The same explanation as provided above applies to this tee surround area.

Hole 10:

Irrigation to the right and left of 10 fairway will be minimally affected. There are several lines that will need to be stubbed out and fitted with 180-degree sprinkler heads. The green complex has existing heads that encroach on to Parcel F and will need to be redesigned to throw from the perimeter in. As stated above, there will be 419 Bermuda tie-ins required at various points in the property line.

Hole 11:

The 11-tee complex will be bisected with a road resulting in a total redesigning of the irrigation for the black and gold tees and adjustments needed for the silver tees. Along with irrigation adjustments and the relocation of the control box immediately to the right of the black tee, the existing cart path will need to be relocated to the opposite side of the tee complex to compensate for slope.

In the fairway at the location of the stormwater depression, we will have to move or replace approximately 500 feet of pipe, wire and tubing. The addition of irrigation heads will be determined by the slope and plantings along the dry retention. If sodding is necessary of the entire slope, this could require up to 50,000 square feet of 419 Bermuda. The Golf Course Owner will require final sign off on any elevation changes to the fairway, tie-ins and or plantings that would impact the Golf Course Parcel. The left side of the fairway will require extensive irrigation line stubbing with 180-degree replacement heads.

Holes 12 and 13:

With respect to the fifteen foot utility easement along the north property line of hole 13, we will have to move approximately 200 yards of line and existing heads that are currently located 3 feet from the Highlands property line. There would be additional cost if the area were converted to anything other than the existing grass.

Hole 14:

The location of the stormwater depression would require moving or replacing approximately 300 feet of pipe, wire and tubing. This area would be treated the same as the retention area adjacent to hole 11. The addition of irrigation heads will be determined by the slope and plantings along the dry retention. If sodding is necessary of the entire slope, this could require up to 20,000 square feet of Bermuda.

Maintenance Equipment Access. An estimated 1,200 linear feet of paths for maintenance equipment access from the 14^th green complex across existing Range Road to the existing 10^th tee cart path; from players left of Hole 10 fairway to players left of Hole 9 fairway and access to existing pump station adjacent to existing Range Road. [Not noted on the site plan nor provided as an easement, the existing access road from players right of fairway bunker on Hole 18 needs to be included in this equipment access expense.] Two 8" sleeves for any future irrigation also need to be installed at the time of construction. Materials used for path construction will be consistent with existing path tie-ins and or materials used for newly constructed sidewalks. The construction of the paths needs to meet stability requirements to withstand erosion and weight of vehicles used on the paths. There needs to be minimum of 5 feet of sod on either side of all equipment access paths for additional stability and erosion control.

Resort Golf Course Mapping. All resort and golf course mapping will need to be updated due to construction changes. These items include, but are not limited to, scorecards, yardage books, yardage guides and resort and course maps. In addition, relasering of the affected holes, relocated sprinkler heads, tee areas and re-installation of yardage monuments would need to be updated. Golf course tee signs would need to be updated to reflect the changes as well.

Pump house. The Florida Power access is included in the Cost Estimate and Cost Cap provided above. The relocation of main lines, dredging of the canal, proper water flow and access for on-going maintenance, and submersible pumps, etc. will need to be completed at the same time as the construction of the Parcel F Access Road because of the canal and the water flow issues. Up to $50,000 of improvements to the pump house in the pump house footprint shall be included in the Cost Estimate and Cost Cap; provided, however, if the cost of the construction of improvements to the pump house in the pump house footprint exceeds $50,000, then the amount that exceeds $50,000 shall constitute the Cost Cap Increase and such amount shall be paid for by Parcel F Owner and be added to the Cost Cap. All construction that affects the irrigation system should be subject to final approval by the Golf Course Owner with coordination sign off rights.

All of the above costs shall be paid for by Parcel F Owner and shall be included in the work contemplated in Section 5.3.1 of the Development Agreement.

EXHIBIT Q-2

The Westin Innisbrook Golf Resort

The following is an analysis of the estimated costs to realign the Island 18^th fairway and establish a barrier along the Parcel F Access Road. The estimated cost for the work described below is approximately $250,000.00 and Golf Course Owner agrees that Parcel F Owner's responsibility to pay for such improvements shall not exceed $275,000.00 (the "Realignment Cost Cap"); provided, however, that if such Realignment is not completed on or before December 31, 2006, the Cost Cap will increase by 10% on January 1, 2007 and again on January 1 of each subsequent calendar year.

Item	Description	Estimated Cost
A	Removal and replacement of existing cart path	$	11,545
B	Realignment of Tees		10,488
	Irrigation realignment of tees (in house)		4,000
C	Tree removal on left side of fairway		4,000
	Sop and fill (in house)		750
D	Fairway fill and sod materials		13,400
E	Netting with 60 foot utility poles		33,900
F	Landscape materials along the access road		147,000
	Contingency		24,917

	Estimated costs	$	250,000

All of the above costs shall be paid for by Parcel F Owner and shall be included in the work contemplated in Section 5.3.2 of the Development Agreement.

QuickLinks

Exhibit 10.8.3

EX-31.1 4 a2162151zex-31_1.htm EXHIBIT 31.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.1

CERTIFICATION

I, W. Bradley Blair, II, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of GTA-IB, LLC;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its combined subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 15, 2005

/s/ W. BRADLEY BLAIR, II

W. Bradley Blair, II
President and Chief Executive Officer

QuickLinks

Exhibit 31.1

CERTIFICATION
EX-31.2 5 a2162151zex-31_2.htm EXHIBIT 31.2
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.2

CERTIFICATION

I, Scott D. Peters, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of GTA-IB, LLC;

2.

3.

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its combined subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 15, 2005

/s/ SCOTT D. PETERS

Scott D. Peters
Secretary and Chief Financial Officer

QuickLinks

Exhibit 31.2

CERTIFICATION
EX-32.1 6 a2162151zex-32_1.htm EXHIBIT 32.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 32.1

CERTIFICATION UNDER SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of GTA-IB, LLC.

Date: August 15, 2005		/s/ W. BRADLEY BLAIR, II W. Bradley Blair, II President and Chief Executive Officer
Date: August 15, 2005		/s/ SCOTT D. PETERS Scott D. Peters Secretary and Chief Financial Officer

QuickLinks

Exhibit 32.1

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EX-99.1 7 a2162151zex-99_1.htm EXHIBIT 99.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

RISK FACTORS
OF GOLF TRUST OF AMERICA, INC.

Risks that might Delay or Reduce our Liquidating Distributions

We have recorded the value of the Resort and our remaining golf courses at our best estimates of fair value as of August 8, 2005; however, we cannot provide assurances that these estimates reflect actual current market value for the applicable courses. As a result, at the present time, we do not believe that we are able to reliably project the amount of the total liquidating distributions we will make to the holders of our common stock over the remainder of the liquidation period and the amounts may be less than our earlier projections.

Our estimate of the Resort's fair value, as recorded on our books for accounting purposes, is based on forward-looking estimates which are subject to change. We might sell the Resort for an amount less than our current estimate of its fair value, which could reduce our liquidating distributions to holders of our common stock.

After we took possession of the Resort on July 16, 2004 pursuant to our Settlement Agreement with Westin and our former borrower, we were required to allocate the settlement amount among the different asset categories on our balance sheet as of the date that we assumed ownership of the Resort. As part of this allocation process, we engaged the same third-party experts that prepared the asset study that we commissioned in July 2003 to update this study. This study included an estimate of the fair value of the Resort's real estate operating as a golf resort and an estimate of the fair value of the Resort's identified contractual intangible assets, and non-contractual but identifiable intangible items. We updated the estimated fair market value in continued use of the Resort's furniture, fixtures and equipment, or FF&E, inventory from the value obtained in July 2003 by giving consideration to new FF&E purchased since July 2003 instead of retaining a third party expert for this purpose. We believe this is a reasonable approach. The estimate of the fair market value of each of these asset groups are based on facts and circumstances known to us at this time. Based on this updated asset study and other facts and circumstances known to us at the date that we took title to the Resort, for purposes of our September 30, 2004 balance sheet, we estimated the fair value of the Resort asset under the "orderly liquidation" strategy to be $39.24 million. Accordingly, for the quarter ended September 30, 2004, we recorded a write-down of $5.0 million against the then participating mortgage's December 31, 2003 and June 30, 2004 value of $44.24 million. As of June 30, 2005, we have recorded no additional write-downs. We have identified our valuation of the Resort asset as a critical accounting estimate, and it is discussed under the caption "Application of Critical Accounting Policies."

While we have obtained additional information regarding the valuation of the Resort as a result of the valuation study by our independent financial advisor, the valuation of the Resort is still subject to uncertainty. We do not believe we are able at this time to project the amount of the total liquidating distributions we will make to the holders of our common stock over the remainder of the liquidating period. The factors giving rise to this uncertainty include, without limitation, the following:

•: recent improvement in the financial performance of the Resort that we have observed since we took title to it in July 2004 may not continue;
•: despite our execution of a new management agreement with Westin at the Resort providing for increased control by us over accounting and marketing and improved provisions governing Westin's reporting to us, we do not directly manage the Resort;

•: our Settlement Agreement with Westin and our former borrower may prove less successful than anticipated, and the performance of the parties to the Settlement Agreement may fall short of our expectations;
•: historical uncertainty surrounding the future of the Resort and the level of Westin's involvement upon the prospective sale of the Resort may create uncertainty for corporate meeting planners contracting for large corporate groups, and any such uncertainty may be used as a competitive advantage by our competitors when marketing their hotels against the Resort; and
•: continued threats of terrorism and the impact thereof on the travel and lodging industry.

As a result of the foregoing, at the present time we will refrain from either making any adjustments (positive or negative) to any earlier reported range of distributions or proposing a new range. We may, however, be able to do so in future periods in the event that the quality and reliability of all information necessary to make estimates of cash flow and, correspondingly, value become more reliable. In the event that additional valuation information becomes available, it is possible that any difference in the valuation of the Resort, the valuation of our other assets, or the magnitude of our liabilities, would cause the lower end of the Updated 2003 Range to decline. You should not assume that the liquidating distributions have not declined, perhaps in material amounts, from the historical projections earlier provided.

We do not rule out the possibility that we might sell our interest in the Resort (either directly or by way of another exit transaction) prior to the December 31, 2005 end of the anticipated holding period in response to any reasonable offer, even if the offered amount is less than our estimated fair value of the Resort on our books at that time, if, after consideration of the facts and circumstances at that time, our board determines that the sale or other exit transaction would be in the best interest of our stockholders. It is also possible that our board might decide to extend the currently contemplated holding period of this asset past 2005 if it determines that such an extension may allow us to realize a better recovery on the asset or otherwise be in the best interest of our stockholders. In any case, we face the risk that our efforts to preserve the value of the Resort might be unsuccessful and we might ultimately sell our interest in the Resort for less than our last estimate of its fair value. Accordingly, our assessment of the Resort's fair value may change at some future date, perhaps in a material adverse manner, based on facts and circumstances at that time, and the Resort's value may again be written-down.

We have received offers froma number of bidders who have expressed an interest in purchasing the Resort. Those offers are subject to consideration by the Special Committee of our Board, receipt of a fairness opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc., and the execution of a binding purchase agreement, and, therefore, we cannot assure you that we will enter into a binding purchase agreement or, if we do so, that all conditions to closing will be satisfied and that the transaction will close.

We currently have received indications of interest from several bidders regarding the acquisition of the Resort; however, at the present time we have not entered into a binding agreement providing for the sale of the Resort. Those offers are subject to consideration by the Special Committee of our Board, the receipt of a fairness opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc., and the execution of a binding purchase agreement, and, therefore, we cannot assure you that we will enter into a binding purchase agreement or, if we do so, that all conditions to closing will be satisfied and that the transaction will close.

We have entered into an Option Agreement with the holder of our series A preferred stock which contemplates that the holder will permit us to repurchase all of the holder's series A preferred stock for less than the current liquidation preferences afforded to those shares. As a result, we have not recorded a liability for the

accrual of 2004 and 2005 quarterly preferred dividends in our net assets based upon our expectation of the option agreement.

On March 24, 2005, we executed a letter and on May 6, 2005, we executed an Option Agreement with the holder of our series A preferred stock, AEW, in which AEW agreed that we shall have an option to purchase, on or before November 30, 2005, the 800,000 shares of our series A preferred stock held by AEW, including, without limitation, all of AEW's rights to due and unpaid principal, accrued and unpaid dividends and liquidation preferences payable in respect of such series A preferred shares as of our exercise of the option. The exercise price of this option is approximately $24,914,000. This exercise price excludes dividends that would accrue to the series A preferred stock during 2004 and subsequent periods. As a result, we have not recorded a liability for the accrual of 2004 and 2005 quarterly preferred dividends in our net assets based upon our assumption that we will exercise that option prior to November 30, 2005.

We took ownership of the Resort on July 16, 2004 pursuant to a global Settlement Agreement providing for the assumption of certain existing or modified financial obligations of our former borrower. We are now responsible for any negative cash flow of the Resort. If the amount of assumed liabilities and expenditures with respect to the Resort exceed our expectations, our liquidating distributions to common stockholders could be reduced.

On July 15, 2004, we entered a Settlement Agreement relating to our June 1997 $79.0 million loan to our former borrower. This loan was secured by a mortgage on the Resort. As part of the Settlement Agreement, we assumed certain financial obligations of the borrower, such as refurbishment expenses paid by the condominium owners, a modified termination rights fee and outstanding golf facility management fees payable to Troon. As the owner of the Resort, we are responsible for any negative cash flow associated with its ownership and operation. As a result of the assumption of these liabilities and our responsibility for any negative cash flow, we face the risk that our ultimate liabilities and expenditures might be greater than expected. In that case, our cash available for distribution and the ultimate amount of our liquidating distributions to the holders of our common stock could be less than our expectations. We recently received a demand from Westin under the Management Agreement to fund at least $700,000 to offset a shortfall in cash flow at the Resort. We intend to fund an amount we believe to be acceptable.

Although the revenues of the Resort have begun to increase after we took title to the Resort following the end of the second quarter of 2004, we cannot guarantee that the Resort's future performance will continue to show improvement. Our recovery with respect to this asset might be significantly delayed, and the net proceeds that we ultimately receive upon a sale of the Resort might be less than our current estimate of the Resort's fair value, if we do not continue to improve the Resort's financial performance. In such an event, our liquidating distributions to holders of our common stock would be reduced. Our estimate of the Resort's fair value, as recorded on our books for accounting purposes, is based on forward-looking estimates which are subject to change. We can provide no assurance of success under the Settlement Agreement or the future success of the Resort.

Stockholder litigation related to the plan of liquidation could result in substantial costs and distract our management.

Extraordinary corporate actions, such as our plan of liquidation, often lead to securities class action lawsuits and derivative litigation being filed against companies such as ours. We became involved in this type of litigation in connection with our plan of liquidation (and the transactions associated with it) in a legal action we refer to as the Crossley litigation. During the second quarter of 2003, the Crossley claim was dismissed with prejudice on our motion for summary judgment. Accordingly, the lawsuit was dismissed and the plaintiff will not be allowed to refile the claim, although the plaintiff could appeal the dismissal. We subsequently entered into a non-monetary settlement with the plaintiff whereby the plaintiff agreed not to appeal the dismissal and we agreed not to seek reimbursement of

our legal costs from the plaintiff. Even though the Crossley litigation has been dismissed, we face the risk that other claims might be brought against us. Any such litigation would likely be expensive and, even if we ultimately prevail, the process would divert management's attention from implementing the plan of liquidation and otherwise operating our business. If we do not prevail in any such litigation, we might be liable for damages. It is not possible to predict the amount of such potential damages, if any, but they might be significant. Any damage liability would reduce our cash available for distribution and the ultimate amount of our liquidating distributions to holders of our common stock.

If we are unable to retain at least one of our key executives and sufficient staff members to complete the plan of liquidation in a reasonably expeditious manner, our liquidating distributions might be delayed or reduced.

Our ability to complete any golf course sales which may become subject to pending contracts (of which we do not have any as of the date of this filing), or letters of intent (of which we have some as of the date of this filing), and to locate buyers for our other interests in golf courses and negotiate and complete any such sales depend to a large extent upon the experience and abilities of our two most senior executives, W. Bradley Blair, II, our chief executive officer and president, and Scott D. Peters, our senior vice president and chief financial officer, and their experience and familiarity with our assets, our counter-parties and the market for golf course sales. Mr. Blair and Mr. Peters are currently serving us on a reduced schedule basis. We believe our liquidation has progressed to the point that the resignation of one, but not both, of our executives would not likely cause significant adverse consequences. However, a loss of the services of both of these individuals could materially harm our ability to complete the plan of liquidation in a reasonably expeditious manner and our prospects of selling our assets at the best potential prices.

The potential resignation of Mr. Blair poses a relatively greater risk at this time in light of the fact that the amount of time that Mr. Peters is required to commit to us is less than the amount of time that Mr. Blair is required to commit to us. If Mr. Blair were to resign, we would likely seek to hire a replacement for Mr. Blair. The cost that we incur to replace Mr. Blair would likely depend upon our determination of the experience and skills that must be possessed by his replacement in light of our financial condition, our assets remaining to be liquidated, and the complexity of any issues bearing on us and the liquidation at that time.

Our ability to complete the plan of liquidation in a timely manner also depends on our ability to retain our key non-executive employees. Those employees may seek other employment rather than remaining with us throughout the process of liquidation, even though they generally would lose their eligibility for severance payments by resigning. If we are unable to retain enough qualified staff to complete our plan of liquidation in a reasonably expeditious manner, liquidating distributions might be delayed or reduced.

If we are unable to find buyers for the Resort or our other remaining golf courses at our revised estimates of their respective values, our liquidating distributions might be delayed or reduced.

In addition to the four golf courses at the Resort, we have two other properties (or three eighteen-hole equivalent golf courses), none of which are currently subject to sale agreements. In calculating our projected liquidating distributions, we assumed that we would be able to find buyers for the Resort and our other remaining golf courses at purchase prices equal to our estimates of their respective fair market values. However, our estimates of the sales prices of the Resort and our other remaining golf courses may exceed the prices we eventually receive. Our independent financial advisor's March 18, 2003 analysis (upon which our 2003 Updated Range was based in part, and upon which you should not rely at this point) is neither an appraisal nor an opinion. Assumptions underlying our 2003 Updated Range might prove to be incorrect and, therefore, our projections might overstate the ultimate net proceeds we may receive. In particular, based in part on the then updated asset study of the Resort's value from our independent financial advisor we recorded $5.0 million write-down in the value of the Resort as of September 30, 2004. Further, in order to find buyers in a reasonably

expeditious manner, we might be required to lower our asking price for the Resort and our other remaining courses below our estimate of their fair value. If we are not able to find buyers for these assets in a reasonably expeditious manner, or if we have overestimated the sales prices we will ultimately receive, our liquidating distributions to the holders of our common stock will be significantly delayed or reduced.

At the present time, we do not believe we are able to reliably project the amount of the total liquidating distributions we will make to the holders of our common stock over the remainder of the liquidation period. Accordingly, you should not rely on the valuations or ranges earlier provided as representative of our current views on the subject.

If we are unable to realize the value of a promissory note taken as part of any purchase price, our liquidating distributions might be reduced.

In some golf course sales, we may agree to receive promissory notes from the buyer as a portion of the purchase price. Promissory notes are often illiquid. If we are not able to sell the promissory note without a great discount, or in the case of a short-term note, if we hold it to maturity and the maker ultimately defaults, our liquidating distributions might be reduced.

Decreases in golf course values caused by economic recession and/or additional terrorist activity might reduce the amount for which we can sell our assets.

The value of our interests in golf courses might be reduced, and substantially so, by a number of factors that are beyond our control, including the following:

•: adverse changes in the economy, prolonged recession and/or additional terrorist activity against the United States or our allies, or other war-time activities might increase public pessimism and decrease travel and leisure spending, thereby reducing golf course operators' revenues (particularly destination-resort golf course revenues) and diminishing the resale value of the affected golf courses;
•: increased competition, including, without limitation, increasing numbers of golf courses being offered for sale in our markets or nationwide;
•: continuing imbalance in supply and demand in the golf course industry; and
•: changes in real estate tax rates and other operating expenses.

Any reduction in the value of our golf courses would make it more difficult for us to sell our assets for the amounts and within the time-frames that we have estimated. Reductions in the amounts that we receive when we sell our assets could decrease or delay our payment of liquidating distributions to our stockholders, perhaps in substantial ways.

If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions might be delayed or reduced, potentially in a substantial manner.

Before making the final liquidating distribution to the holders of our stock, we will need to pay all of our transaction costs pertaining to the liquidation and all valid claims of our creditors, which we expect will be substantial. Our board may also decide to acquire one or more additional insurance policies covering unknown or contingent claims against us, including, without limitation, additional directors' and officers' liability insurance, for which we would pay an additional premium based upon market prices prevailing at the time of any such purchase. We have estimated such transaction costs in calculating the amount of our projected liquidating distributions. To the extent that we have underestimated costs and expenses in calculating our historical projections, our actual aggregate liquidating distributions will be lower than we have historically projected, and perhaps by substantial amounts.

Our loss of REIT status exposes us to potential income tax liability in the future, which could lower the amount of our liquidating distributions.

In order to maintain our historical qualification as a REIT, at least 95% of our annual gross income was required to be derived from real property rents, mortgage interest and a few other categories of income specified in the tax code, which importantly do not include income from golf course operations. Although we did not affirmatively intend to revoke our REIT status, business conditions required us to begin operating golf courses in 2000 and the percentage of our gross income supplied by such operations increased in 2001, and surpassing the 5% ceiling in 2002. Consequently, we did not meet the 95% gross income test in 2002. Failure to meet this test caused us to fail to qualify as a REIT for the year 2002, which will prevent us from re-qualifying for at least four years. Accordingly, we have been subject to federal income tax as a regular corporation since our failure to qualify as a REIT.

However, our operations resulted in a net operating loss for income tax purposes during 2002, 2003 and 2004. Therefore, no income tax will be due on our operating income/loss or proceeds from the sale of properties that occurred during 2002, 2003 and 2004. At the present time, we believe we have sufficient net operating loss carryovers to offset any gains we might recognize through our liquidation. If we were to recognize taxable gains in a year before consideration of net operating loss carryovers, we could be subject to alternative minimum tax. Generally, for tax years ending after December 31, 2002, the use of net operating loss carryovers to reduce alternative minimum taxable income is limited to 90% of alternative minimum taxable income. Therefore, tax at a rate of 20% could be imposed on our alternative minimum taxable income that cannot be reduced by net operating loss carryovers. The resulting tax liabilities would reduce the amount of cash available for liquidating distributions.

The holder of our series A preferred stock might exercise its right to appoint two directors to our board of directors, which might result in decisions that prejudice the economic interests of our common stockholders in favor of our preferred stockholders.

We entered into a voting agreement with the holder of our preferred stock, AEW, pursuant to which the holder agreed to vote in favor of our plan of liquidation. The voting agreement provided that if we failed to redeem our series A preferred stock by May 22, 2003, the holder of the preferred stock would be entitled to require us to redeem the preferred stock. We received such a demand from the holder of our preferred stock on May 23, 2003; however, we do not have cash available to redeem the holder of our preferred stock. Our default in making a timely redemption payment gives the holder of our preferred stock the right under the voting agreement to appoint two new directors to our board. Our charter also gives the holder of our preferred stock the right to elect two new directors if and when dividends on its series A preferred stock are in arrears for more than six quarters. Currently, dividends on the series A preferred stock are sixteen quarters in arrears. These director election rights are not cumulative, which means that the holder of our preferred stock may elect two, but not four, new directors. The current holder of our preferred stock, AEW, informed us previously that it does not currently intend to exercise its director election rights. However, it might decide to exercise such right at any time in the future. The appointment of such directors to our board might reduce the efficiency of our board's decision-making or result in decisions that prejudice the economic interests of the holders of our common stock in favor of the holder of our preferred stock. The Option Agreement executed between us and AEW on May 6, 2005 does not impact AEW's right under the voting agreement as described above to appoint two new directors to our board should they desire to do so.

Distributing interests in a liquidating trust may cause you to recognize gain prior to the receipt of cash.

At some point during our liquidation, as expressly permitted by our plan of liquidation, we may elect to contribute our remaining assets and liabilities to a liquidating trust. Our stockholders would receive interests in the liquidating trust and our corporate existence would terminate. The SEC has

historically allowed liquidating trusts to stop filing quarterly reports on Form 10-Q and to file unaudited annual financial statements on Form 10-K. Accordingly, if the SEC were to grant similar relief to any successor liquidating trust we may form, we might realize substantial legal and auditing cost savings over the remainder of our liquidation, as well as general and administrative cost savings such as corporate governance costs, certain insurance costs, and printing and reporting costs of a publicly traded company, among others. However, the plan of liquidation prohibits us from contributing our assets to a liquidating trust unless and until our preferred stock has been redeemed in full or until such time as it consents to such a contribution.

For tax purposes, the creation of the liquidating trust should be treated as a distribution of our remaining assets to our stockholders, followed by a contribution of the same assets to the liquidating trust by our stockholders. As a result, we will recognize gain or loss inherent in any such assets, with any gains offset by available net operating loss carry-overs (discussed above). In addition, a stockholder would recognize gain to the extent his share of the cash and the fair market value of any assets received by the liquidating trust was greater than the stockholder's basis in his stock, notwithstanding that the stockholder would not contemporaneously receive a distribution of cash or any other assets with which to satisfy the resulting tax liability.

In addition, it is possible that the fair market value of the Resort and the other assets received by the liquidating trust, as estimated for purposes of determining the extent of the stockholder's gain at the time interests in the liquidating trust are distributed to the stockholders, will exceed the cash or fair market value of property ultimately received by the liquidating trust upon its sale of the assets, in which case the stockholder may not receive a distribution of cash or other assets with which to satisfy any tax liability resulting from the contribution of the assets to the liquidating trust. In this case, the stockholder would recognize a loss in a taxable year subsequent to the taxable year in which the gain was recognized, which loss might be limited under the tax code.

If we do not distribute our assets to a liquidating trust and, instead, continue to operate as a regular corporation until all of our assets are sold, we would recognize gains or losses upon the sale of assets for federal income tax purposes. Since we are no longer a REIT, we could be subject to income tax on any recognized gains. However, as of December 31, 2002, we believe we have sufficient net operating loss carryovers to offset any recognized gains. If we were to recognize taxable gains in a year before consideration of net operating loss carryovers, we could be subject to alternative minimum tax. Generally, for tax years ending after December 31, 2002, the use of net operating loss carryovers to reduce alternative minimum taxable income is limited to 90% of alternative minimum taxable income. Therefore, tax at a rate of 20% could be imposed on our alternative minimum taxable income that cannot be reduced by net operating loss carryovers. If a liquidating trust is formed, our net operating loss carryovers will not be available to reduce any gains recognized within the trust. However, the trust will have a tax basis equal to the fair market value of its assets at the date the liquidating trust is formed. Any gain recognized by the trust would thus be the result of either appreciation in the value of the assets during the time that they are owned by the trust, or an initial underestimation of the fair market value of the assets at the time the trust is formed.

If we are not able to sell the Resort and our remaining golf courses in a timely manner, we may experience severe liquidity problems, not be able to meet the demands of our creditors and, ultimately become subject to bankruptcy proceedings.

In the event that we are unable to sell the Resort and our other remaining golf courses as planned, we may be unable to pay our obligations as they become due or upon demand. In addition, our ability to pay our obligations may be compromised if our chief executive officer requires payment of outstanding performance milestone payments owed by us to him before we are able to realize net cash proceeds from asset sales sufficient to discharge those obligations. As of August 8, 2005, we owed

our two most senior executive officers a total of approximately $1,678,000 in milestone payments and accrued interest on such milestone payments and we also owed a substantial sum in legal fees.

Further, given that the Resort's only source of cash is from any profitable operations of the Resort, and that the operational cash flow capacity of the Resort will likely not permit the Resort to establish self-sufficiency in the near term, we may be required to seek to provide additional capital to the Resort. We recently received from Westin a demand under the Management Agreement to fund at least $700,000 to offset a shortfall in the cash flow of the Resort. We intend to fund an amount we believe to be appropriate.

In the event we are not able to sell our remaining assets within a reasonable period of time and for reasonable amounts, or if our expenses exceed our estimates, we may experience severe liquidity problems and not be able to meet our financial obligations of our creditors. If we cannot meet our obligations to our creditors, we could ultimately become subject to bankruptcy proceedings.

Our stock may be delisted from American Stock Exchange, which would make it more difficult for investors to sell their shares.

Currently, our common stock trades on the American Stock Exchange, or Amex. We cannot assure you that we will be able to maintain our listing on Amex or any other established trading market. Among other things, Amex has considerable discretion with respect to listing standards, which include qualitative and quantitative criteria, some of which are beyond our control.

We cannot assure you that we will be able to maintain our listing on Amex. Delisting would harm our business and the value of your investment. If our common stock were to be delisted from Amex, it could severely limit the market liquidity of the common stock and your ability to sell our securities in the secondary market.

We and our subsidiary, GTA-IB LLC, expect to incur significant compliance costs relating to the Exchange Act and Sarbanes-Oxley Act.

We and our subsidiary, GTA-IB, LLC, are required to comply with the reporting requirements of the Exchange Act. As such, both entities must timely file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, among other actions. Further, recently enacted and proposed laws, regulations and standards relating to corporate governance and disclosure requirements applicable to public companies, including the Sarbanes-Oxley Act and new SEC regulations have increased the costs of corporate governance, reporting and disclosure practices which are now required of us and of GTA-IB. We were formed prior to the enactment of these new corporate governance standards, and as a result, we did not have all necessary procedures and policies in place at the time of their enactment. Our efforts to comply with applicable laws and regulations, including requirements of the Exchange Act and the Sarbanes-Oxley Act, are expected to involve significant, and potentially increasing, costs. Costs incurred in complying with these regulations may reduce the amount of cash available for liquidating distributions in the event that we do not complete an exit transaction which permits us to be free of Exchange Act and Sarbanes-Oxley Act compliance obligations prior to the end of 2005.

The Sarbanes-Oxley Act and related laws, rules and regulations create legal bases for administrative enforcement, civil and criminal proceedings against us in case of non-compliance, thereby increasing our risk of liability and potential sanctions. Costs incurred in defending against any such actions or proceedings, and any liability or sanctions incurred in connection with such actions or proceedings could negatively affect the amount of cash available for liquidating distributions.

QuickLinks

Exhibit 99.1

RISK FACTORS OF GOLF TRUST OF AMERICA, INC.
-----END PRIVACY-ENHANCED MESSAGE-----