-----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, MC610bVswYqpH96dCrcNugE+Bwm0jI+DSowUYv5ikBqikIqEfF4M5eKcrQaryRpQ vIMdhipqTj454ZkzLRZo3Q== 0000950144-98-009937.txt : 19980817 0000950144-98-009937.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950144-98-009937 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLF HOST RESORTS INC CENTRAL INDEX KEY: 0000042429 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 840631130 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 002-64309 FILM NUMBER: 98690663 BUSINESS ADDRESS: STREET 1: P O DRAWER 3131 CITY: DURANGO STATE: CO ZIP: 81302 BUSINESS PHONE: 3032592000 MAIL ADDRESS: STREET 1: P O BOX 1088 CITY: TARPON SPRINGS STATE: FL ZIP: 34688-1088 FORMER COMPANY: FORMER CONFORMED NAME: TAMARRON INC DATE OF NAME CHANGE: 19870405 FORMER COMPANY: FORMER CONFORMED NAME: GOLF HOST WEST INC /D/B/A/ TAMARRON DATE OF NAME CHANGE: 19840330 10-Q/A 1 GOLF HOST RESORTS 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ---------------------------- For Quarter Ended June 30, 1998 Commission File No. 2-64309 GOLF HOST RESORTS, INC. ---------------------- (Exact name of registrant as specified in its charter) Colorado 84-0631130 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 36750 US 19 N., Palm Harbor, Florida 34684 - ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) (970) 259-2000 - --------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding twelve months, and (2) has been subject to the filing requirements for the past 90 days. Yes X No --- --- Issuer has no common stock subject to this report. Page 1 or 18 2 GOLF HOST RESORTS, INC. AND SUBSIDIARY (A WHOLLY OWNED SUBSIDIARY OF GOLF HOSTS, INC.) BALANCE SHEETS ASSETS (Substantially all pledged)
JUNE 30, DECEMBER 31, 1998 1997 ----------- ----------- (unaudited) CURRENT ASSETS: Cash $ 54,447 $ 56,090 Restricted cash 2,978,561 2,238,767 Accounts receivable, net 4,985,561 5,472,228 Inventories and supplies 1,405,981 1,899,598 Prepaid expenses and other assets 787,544 684,497 Intercompany receivables 2,394,123 2,857,240 ----------- ----------- 12,606,217 13,208,420 Assets held for sale 10,740,847 9,038,309 ----------- ----------- Total current assets 23,347,064 22,246,729 INTANGIBLES, net 32,443,728 32,879,352 PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation and amortization 38,157,621 35,725,251 OTHER ASSETS 2,173,984 1,996,301 ----------- ----------- $96,122,397 $92,847,633 =========== ===========
The accompanying notes are an integral part of these financial statements Page 2 3 GOLF HOST RESORTS, INC. AND SUBSIDIARY (A WHOLLY OWNED SUBSIDIARY OF GOLF HOSTS, INC.) BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
JUNE 30, DECEMBER 31, 1998 1997 ----------- ----------- (unaudited) CURRENT LIABILITIES: Accounts payable $ 6,610,019 $ 7,854,720 Accrued expenses 5,767,787 5,552,488 Deposits and prepaid fees 2,022,797 2,907,472 ----------- ----------- Total current liabilities 14,400,603 16,314,680 ----------- ----------- LONG-TERM OBLIGATIONS 80,712,166 77,999,163 DEFERRED INCOME TAXES (Note 3) -- 13,134,558 ----------- ----------- Total liabilities 95,112,769 107,448,401 ----------- ----------- SHAREHOLDER'S EQUITY (DEFICIT) Common stock, $1 par, 5,000 shares authorized, issued, and outstanding 5,000 5,000 5.6% cumulative preferred stock, $1 par, 4,577,000 shares authorized, issued, and outstanding 4,577,000 4,577,000 Paid-in capital (13,557,000) (13,557,000) Retained earnings (deficit) 9,984,628 (5,625,768) ----------- ----------- Total shareholder's equity (deficit) 1,009,628 (14,600,768) ----------- ----------- Total liabilities and shareholder's equity (deficit) $96,122,397 $92,847,633 =========== ===========
The accompanying notes are an integral part of these financial statements. Page 3 4 GOLF HOST RESORTS, INC. STATEMENTS OF INCOME (a wholly owned subsidiary of Golf Hosts, Inc.) (unaudited)
Quarter Seven day 84 day Six months Seven day ended period ended period ended ended period ended June 30, 1998 June 30, 1997 June 23, 1997 June 30, 1998 June 30, 1997 ------------- ------------- ------------- ------------- ------------- REVENUES: Resort facilities $ 4,586,871 $ 346,283 $ 4,106,527 $ 12,406,347 $ 346,283 Food and beverage 4,358,864 275,690 3,485,895 9,364,667 275,690 Golf 4,090,597 236,227 3,745,237 10,238,702 236,227 Other 1,958,387 122,733 1,442,607 3,962,913 122,733 Real estate activities - - - - - ------------- ------------- ------------- ------------- ------------- 14,994,719 980,933 12,780,266 35,972,629 980,933 ------------- ------------- ------------- ------------- ------------- COSTS AND OPERATING EXPENSES: Resort facilities 3,502,391 308,252 3,805,167 8,818,985 308,252 Food and beverage 2,854,922 203,215 2,475,719 6,085,295 203,215 Golf 1,862,878 112,614 1,538,916 3,841,072 112,614 Other 3,549,683 347,802 3,707,736 7,445,023 347,802 General and administrative 1,252,384 93,495 1,221,000 2,369,060 93,495 Real estate activities - - 1,989 - - ------------- ------------- ------------- ------------- ------------- 13,022,258 1,065,378 12,750,527 28,559,435 1,065,378 ------------- ------------- ------------- ------------- ------------- OPERATING (LOSS) INCOME 1,972,461 (84,445) 29,739 7,413,194 (84,445) INTEREST, NET 2,478,750 160,000 480,143 4,719,067 160,000 ------------- ------------- ------------- ------------- ------------- (LOSS) INCOME BEFORE INCOME TAXES (506,289) (244,445) (450,404) 2,694,127 (244,445) PARENT INCOME TAX CHARGE (BENEFIT) (818,543) (91,667) (234,400) 381,614 (91,667) ------------- ------------- ------------- ------------- ------------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS 312,254 (152,778) (216,004) 2,312,513 (152,778) GAIN FROM CHANGE IN TAX STATUS 13,426,039 - - 13,426,039 - LOSS ON EARLY EXTINGUISHMENT OF LONG TERM DEBT (NET OF TAXES OF $155,400) - - (288,600) - - ------------- ------------- ------------- ------------- ------------- NET INCOME (LOSS) 13,738,293 (152,778) (504,604) 15,738,552 (152,778) DIVIDEND REQUIREMENTS ON PREFERRED STOCK 64,078 4,929 59,149 128,156 4,929 ------------- ------------- ------------- ------------- ------------- NET CHANGE IN EARNINGS (DEFICIT) $ 13,674,215 ($ 157,707) ($ 563,753) $ 15,610,396 ($ 157,707) ============= ============= ============= ============= ============= EARNINGS (LOSS) PER COMMON SHARE $ 2,734.84 ($ 31.54) ($ 112.75) $ 3,122.08 ($ 31.54) ============= ============= ============= ============= =============
174 day period ended June 23, 1997 REVENUES: ------------- Resort facilities $ 10,775,626 Food and beverage 8,106,385 Golf 9,347,282 Other 3,340,715 Real estate activities 180,000 ------------- 31,750,008 ------------- COSTS AND OPERATING EXPENSES: Resort facilities 9,083,194 Food and beverage 5,591,373 Golf 3,247,628 Other 7,672,813 General and administrative 2,374,385 Real estate activities 90,618 ------------- 28,060,011 ------------- OPERATING (LOSS) INCOME 3,689,997 INTEREST, NET 945,481 ------------- (LOSS) INCOME BEFORE INCOME TAXES 2,744,516 PARENT INCOME TAX CHARGE (BENEFIT) 967,800 ------------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS 1,776,716 GAIN FROM CHANGE IN TAX STATUS - LOSS ON EARLY EXTINGUISHMENT OF LONG TERM DEBT (NET OF TAXES OF $155,400) (288,600) ------------- NET INCOME (LOSS) 1,488,116 DIVIDEND REQUIREMENTS ON PREFERRED STOCK 123,227 ------------- NET CHANGE IN EARNINGS (DEFICIT) $ 1,364,889 ============= EARNINGS (LOSS) PER COMMON SHARE $ 272.98 =============
The accompanying notes are an integral part of these financial statements. Page 4 5 GOLF HOST RESORTS, INC. STATEMENTS OF SHAREHOLDERS' EQUITY (A WHOLLY OWNED SUBSIDIARY OF GOLF HOSTS, INC.) (unaudited)
$1 Par Value 5.6% Cumulative Common Stock Preferred Stock Retained Total ------------------- --------------------- Paid-In Earnings Shareholder's Shares Amount Shares Amount Capital (Deficit) Equity (Deficit) -------- -------- --------- --------- ------------ ------------ ---------------- Balance, December 31, 1996 5,000 $ 5,000 4,577,000 $4,577,000 $ 2,329,447 $ 8,157,197 $ 15,068,644 -------- -------- --------- ---------- ------------ ------------ ------------ Notes receivable distribution - - - - - (3,941,666) (3,941,666) Net change in earnings - - - - - 1,364,889 1,364,889 -------- -------- --------- ---------- ------------ ------------ ------------ Balance, June 23, 1997 5,000 $ 5,000 4,577,000 $4,577,000 $ 2,329,447 $ 5,580,420 $ 12,491,867 ======== ======== ========= ========== ============ ============ ============ - ---------------------------------------------------------------------------------------------------------------------------- Balance, June 24, 1997 5,000 $ 5,000 4,577,000 $4,577,000 ($ 4,582,000) $ - $ - Distribution to shareholder - - - - (8,975,000) - (8,975,000) Net change in deficit - - - - - (5,625,768) (5,625,768) -------- -------- --------- ---------- ------------ ------------ ------------ Balance, December 31, 1997 5,000 5,000 4,577,000 4,577,000 (13,557,000) (5,625,768) (14,600,768) Net change in earnings - - - - - 15,610,396 15,610,396 -------- -------- --------- ---------- ------------ ------------ ------------ Balance, June 30, 1998 5,000 $ 5,000 4,577,000 $4,577,000 ($13,557,000) $ 9,984,628 $ 1,009,628 ======== ======== ========= ========== ============ ============ ============
The accompanying notes are an integral part of these financial statements. Page 5 6 GOLF HOST RESORTS, INC. AND SUBSIDIARY (A WHOLLY OWNED SUBSIDIARY OF GOLF HOSTS, INC.) STATEMENTS OF CASH FLOWS
Six months Seven day 174 day ended period ending period ended June 30, June 30, June 23, 1998 1997 1997 ------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ 15,738,552 ($ 152,778) $ 1,488,116 Noncash items included in income: Provision for bad debts - - 89,609 Depreciation and amortization 1,431,639 7,480 1,282,510 Gain from change in tax status (13,426,039) Decrease in deferred tax 291,481 (91,667) - Changes in operating working capital (1,441,673) 236,965 (2,059,667) ------------- ------------- ------------- Cash provided by operations 2,593,960 - 800,568 ------------- ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES: (Decreases) increases in other assets (177,683) - 62,302 Purchases of property and equipment (3,416,166) - (1,517,431) Net recovery of cost of property and equipment sold or retired (12,219) - - Increase in assets held for sale (1,702,538) - - Reductions in notes receivable - - 1,185,120 ------------- ------------- ------------- Cash (used for) investing (5,308,606) - (270,009) ------------- ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Decreases in long-term obligations (355,987) - - Additional borrowings 3,068,990 - 1,514,587 Proceeds from sale of company - - 63,524,946 Repayment of existing debt - - (25,037,262) Proceeds to selling shareholders - - (38,046,827) ------------- ------------- ------------- Cash provided by financing 2,713,003 - 1,955,444 ------------- ------------- ------------- NET (DECREASE) INCREASE IN CASH (1,643) - 2,486,003 CASH, BEGINNING OF PERIOD 56,090 2,974,688 488,685 ------------- ------------- ------------- CASH, END OF PERIOD $ 54,447 $ 2,974,688 $ 2,974,688 ============= ============= ============= NONCASH FINANCING AND INVESTING ACTIVITIES: Preferred stock dividend liability of Golf Hosts, Inc. satisfied through the intercompany account $ 128,156 $ 4,929 $ 123,227 The Company transferred its investment in GTA to GHI $ - $ 8,975,000 $ - OTHER INFORMATION Interest paid in cash $ 1,933,198 $ - $ 965,117 Income taxes paid in cash $ - $ - $ 118,090
The accompanying notes are an integral part of these financial statements. Page 6 7 GOLF HOST RESORTS, INC. AND SUBSIDIARY (A WHOLLY OWNED SUBSIDIARY OF GOLF HOSTS, INC.) NOTES TO FINANCIAL STATEMENTS JUNE 30, 1998 AND 1997 (1) ORGANIZATION, BUSINESS, LIQUIDITY AND ACCOUNTING POLICIES During the quarter, there was no significant change from the 10-K filing on December 31, 1997. Financial Statement Presentation Certain reclassifications have been made to the June 1997 financial statements to conform to the December 1997 presentation. (2) LONG-TERM OBLIGATIONS Long-term obligations consist of the following:
JUNE 30, DECEMBER 31, 1998 1997 ------------- ------------- Participating mortgage note at varying pay rates maturing in 2027 $ 69,725,000 $ 69,975,000 $9,000,000 participating mortgage note credit facility 6,093,152 3,024,163 Mortgage note at 6.34%, maturing in 2002 4,894,014 5,000,000 ------------- ------------- $ 80,712,166 $ 77,999,163 ============= =============
(3) INCOME TAXES On April 17, 1998, the Company filed an election with the Internal Revenue Service to change its tax status to a qualified subchapter S subsidiary effective February 3, 1998. As as result of this election all deferred tax liability has been removed from the balance sheet and reflected as an extraordinary item in the statements of income. Page 7 8 GOLF HOST RESORTS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS For purposes of discussing comparative results of operations for 1998 and 1997, the results of operations of Tamarron, which are included in Assets Held for Sale at June 30, 1998, are included. Guest occupancy for the quarter, measured in room nights, increased 8.1% from the level of the prior year. On a divisional basis, Innisbrook's occupancy rose 9.7% while Tamarron experienced a decline in occupancy of .6%. The increase in Innisbrook's occupancy occurred primarily in conference room nights while golf groups and social room nights posted a modest improvement. Revenues from resort operations on a per occupied room basis increased 12.2% from $334.22 to $373.57. The improved guest spending is primarily attributable to Innisbrook, which enjoyed a 24% increase in gross operating revenue while Tamarron's gross operating revenue rose only 3%. In addition to higher occupancy levels, Innisbrook's average room rate improved 8.4%. Food and beverage revenue posted a 29.5% improvement as the increased room nights were generated entirely by conference business and the revenue per meal increased 6.5%. Innisbrook golf revenues also reflected improved spending per occupied room as revenue per player rose 5.5%. On a divisional basis, Innisbrook's and Tamarron's revenue per occupied room for the second quarter of 1998 and 1997 were $393.04 and $267.41 as compared to $348.82 and $257.55, respectively. As a result of the improved occupancy and guest spending, total resort operations revenues rose $2.9 million, or 21%. Real estate activities did not generate revenue in the second quarter of either year. Six of the nine Pine Ridge homesites remain unsold. Relative to total resort operations revenues, costs and operating expenses declined to 90.8% as compared to 100.7% in 1997. At Innisbrook, gross operating income grew 22.8% as relative departmental operating expense levels remained in line with the revenue growth. Fixed charges and other expenses approximated the prior year as increased marketing costs and management fees were offset by a 16.0% decline in rental pool distribution expense. Tamarron's cost and operating expenses grew slightly to 136.2% of revenues as compared to 132.6% the prior year. FINANCIAL CONDITION AND LIQUIDITY The Company's working capital position (exclusive of Assets Held for Sale) was a deficit of $1,794,000 as compared to a deficit of $3,106,000 at December 31, 1997. The Company typically experiences seasonal fluctuations in its net working capital position without normally impairing its ability to pay trade creditors in a timely manner and satisfy its financial obligations in an orderly fashion. However, due to the seasonal nature of the Company's business, the Company expects cash flow deficits from operations during the third and fourth quarters of 1998. The Company has evaluated the cash needs with respect to these deficits and planned capital expenditures and has reason to believe that cash flow generated from operations during the first half of the year will not be sufficient to meet the expected cash needs of the second half of 1998. Management recognizes that the Company must generate additional cash resources to ensure the continuation of operations and anticipates funding any cash flow deficits by obtaining additional financing from lending institutions, deferring certain capital expenditures, sales of investments under appropriate market conditions, sales of certain significant operating and non-operating assets, additional cash advances by the Company's parent and Westin, and the infusion of additional capital by the shareholders of the Company's parent. Management expects these efforts to generate enough cash to cover any cash deficiency experienced during the year. In this vein, the Company has entered into an unsecured capital expenditure sharing agreement with Westin whereby Westin will fund 50% of capital expenditures incurred subsequent to the June 23, 1997 merger transaction in excess of $6,000,000, plus capital reserve requirements as defined. In addition, the Company is negotiating an accounts receivable line of credit with major financial institutions. While the Company has a substantial retained deficit, based on existing cash levels and the additional cash sources discussed above, the Company assesses its liquidity as satisfactory. Page 8 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings Registrant is not currently involved in material legal proceedings other than ordinary routine litigation incidental to its business. Item 2. Changes in Securities Not applicable. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submission of matters to a Vote of Security Holders Not applicable. Item 5. Other Information Pursuant to an agreement with the SEC staff, included in this 10-Q filing are unaudited financial statements of the Innisbrook Rental Pool Lease Operation and the Tamarron Rental Pool Lease Operation for the quarter and six months ended June 30, 1998. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (for SEC use only)* (b) Reports on Form 8-K None - ---------- * As previously reported on 10-Q Page 9 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GOLF HOST RESORTS, INC. Date: 8/14/98 By: /s/ Merrick Kleeman ------------------ --------------------------- Merrick Kleeman President Date: 8/14/98 By: /s/ R.L. Akin ------------------ --------------------------- Richard L. Akin Vice President and Treasurer Page 10 11 RENTAL POOL LEASE OPERATIONS The following unaudited financial statements of the Innisbrook Rental Pool Lease Operation and the Tamarron Rental Pool Lease Operation (the Rental Pools) are for the quarter and six months ended June 30, 1998 and 1997. The operations of the Rental Pools are tied closely to that of Golf Host Resorts, Inc. (the Company), and provide for distribution of a percentage of the Company's room revenues, as defined in the Rental Pool Master Lease Agreements, to participating condominium owners (Participants). The operations of the Rental Pools are more fully discussed in Form 10-K, for the fiscal year ended December 31, 1997 (file No. 2-64309). Page 11 12 INNISBROOK RENTAL POOL LEASE OPERATION BALANCE SHEETS JUNE 30, 1998 AND 1997 DISTRIBUTION FUND
1998 1997 ---------- ---------- ASSETS RECEIVABLE FROM GOLF HOST RESORTS, INC FOR DISTRIBUTION - FULLY SECURED $1,843,159 $1,982,583 INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND 22,127 29,522 ---------- ---------- $1,865,286 $2,012,105 ========== ========== LIABILITIES AND PARTICIPANTS' FUND BALANCES DUE TO PARTICIPANTS FOR DISTRIBUTION $1,447,419 $1,464,014 DUE TO MAINTENANCE ESCROW FUND 417,867 318,529 RESERVE FOR ESTIMATED LIFE-SAFETY REIMBURSEMENT - 229,562 PARTICIPANTS' FUND - - ---------- ---------- $1,865,286 $2,012,105 ========== ========== MAINTENANCE ESCROW FUND ASSETS CASH AND CASH EQUIVALENTS $1,862,745 $2,134,454 INVENTORIES - - RECEIVABLES FROM DISTRIBUTION FUND 417,867 318,529 INTEREST RECEIVABLE 31,295 29,135 ---------- ---------- $2,311,907 $2,482,118 ========== ========== LIABILITIES AND PARTICIPANTS' FUND BALANCES ACCOUNTS PAYABLE $ 17,716 $ 378 INTEREST PAYABLE TO DISTRIBUTION FUND 22,127 29,522 CARPET CARE RESERVE 19,509 34,293 PARTICIPANTS' FUND BALANCES 2,252,555 2,417,925 ---------- ---------- $2,311,907 $2,482,118 ========== ==========
These statements were prepared from the books and records of the Rental Pool without audit and, in the opinion of management, include all adjustments which are necessary for a fair presentation. Page 12 13 INNISBROOK RENTAL POOL LEASE OPERATION STATEMENTS OF OPERATIONS FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 DISTRIBUTION FUND
Current Quarter Year-to-Date ----------------------------- ------------------------------ 1998 1997 1998 1997 ----------- ----------- ------------ ----------- GROSS REVENUES $ 4,648,684 $ 3,761,563 $ 12,393,503 $ 9,643,218 ----------- ----------- ------------ ----------- DEDUCTIONS: Agents' commissions 209,030 54,459 459,819 157,076 Credit card fees 37,556 - 119,857 - Audit fees 3,250 3,000 6,499 6,100 ----------- ----------- ------------ ----------- 249,836 57,459 586,175 163,176 ----------- ----------- ------------ ----------- ADJUSTED GROSS REVENUES 4,398,848 3,704,104 11,807,328 9,480,042 AMOUNT RETAINED BY LESSEE (2,190,295) (1,740,929) (5,880,163) (4,455,619) ----------- ----------- ------------ ----------- GROSS INCOME DISTRIBUTION 2,208,553 1,963,175 5,927,165 5,024,423 ADJUSTMENTS TO GROSS INCOME DISTRIBUTION: Management fee (238,143) - (636,865) - Marketing fee (129,896) - (347,380) - Miscellaneous pooled expense (12,666) - (38,009) - Corporate complimentary occupancy fee 9,544 4,574 16,553 8,494 Westin Associate room fees 7,960 - 7,960 - Occupancy fees (469,464) (424,702) (1,052,771) (920,252) Advisory Committee expenses (6,883) (25,601) (16,408) (54,313) Life-safety reimbursement - (47,596) - (229,562) ----------- ----------- ------------ ----------- NET INCOME DISTRIBUTION 1,369,005 1,469,850 3,860,245 3,828,790 ADJUSTMENTS TO NET INCOME DISTRIBUTION: Occupancy fees 469,464 424,702 1,052,771 920,252 Hospitality suite fees 134 2,059 134 5,081 Greens fees 3,236 20,890 8,759 56,680 Additional participation credit 1,320 17,485 2,640 35,320 ----------- ----------- ------------ ----------- AMOUNT AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS 1,843,159 1,934,986 4,924,549 4,846,123 =========== =========== ============ =========== Average daily distribution $ 23.23 $ 23.59 $ 32.53 $ 31.06 Average room rate $ 121.83 $ 108.20 $ 143.93 $ 127.50 Occupied room nights 38,156 34,766 86,107 75,633 Available room nights 79,347 80,026 151,408 156,048 Occupancy percentage 48.1% 42.4% 56.9% 48.5% Average number of available units 872 901 837 862
These statements were prepared from the books and records of the Rental Pool without audit and, in the opinion of management, include all adjustments which are necessary for a fair presentation. Page 13 14 INNISBROOK RENTAL POOL OPERATION STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 DISTRIBUTION FUND
Current Quarter Year-to-Date ---------------------------- ---------------------------- 1998 1997 1998 1997 ----------- ----------- ----------- ----------- BALANCE, beginning of period $ - $ - $ - $ - ADDITIONS: Amounts available for distribution before life-safety reimbursement 1,843,159 1,800,617 4,924,549 4,893,720 Interest received or receivable from Maintenance Escrow Fund 22,127 29,522 43,103 51,584 REDUCTIONS: Amount withheld for Maintenance Escrow Fund (417,867) (318,529) (937,145) (690,194) Amounts held in reserve for estimated life-safety reimbursement - (47,596) - (229,562) Amounts accrued or paid to participants (1,447,419) (1,464,014) (4,030,507) (4,025,548) ----------- ----------- ----------- ----------- BALANCE, end of period $ - $ - $ - $ - =========== =========== =========== =========== MAINTENANCE ESCROW FUND BALANCE, beginning of period $ 2,231,466 $ 2,329,421 $ 1,901,616 $ 1,734,415 ADDITIONS: Amounts withheld from occupancy fees 417,867 318,529 937,145 690,194 Interest earned 22,127 29,522 43,103 51,584 Charges to participants to establish or restore escrow balances 43,976 377,022 127,779 830,345 REDUCTIONS: Maintenance charges (382,848) (564,468) (577,062) (776,068) Carpet care reserve deposit (9,389) (8,497) (21,055) (22,994) Interest accrued or paid to Distribution Fund (22,127) (29,522) (43,103) (51,584) Refunds to participants as prescribed by Master Lease Agreement (48,517) (34,082) (115,868) (37,967) ----------- ----------- ----------- ----------- BALANCE, end of period $ 2,252,555 $ 2,417,925 $ 2,252,555 $ 2,417,925 =========== =========== =========== ===========
These statements were prepared from the books and records of the Rental Pool without audit and, in the opinion of management, include all adjustments which are necessary for a fair presentation. Page 14 15 TAMARRON RENTAL POOL LEASE OPERATION BALANCE SHEETS JUNE 30, 1998 AND 1997 DISTRIBUTION FUND
1998 1997 ------------- ------------- ASSETS CASH $ 1,000 $ 1,000 RECEIVABLE FROM GOLF HOST RESORTS, INC FOR DISTRIBUTION 283,690 256,200 INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND 376 132 ------------- ------------- $ 285,066 $ 257,332 ============= ============= LIABILITIES AND PARTICIPANTS' FUND BALANCES DUE TO PARTICIPANTS FOR DISTRIBUTION $ 235,763 $ 190,016 DUE TO MAINTENANCE ESCROW FUND 49,303 67,316 PARTICIPANTS' FUND BALANCES - - ------------- ------------- $ 285,066 $ 257,332 ============= ============= MAINTENANCE ESCROW FUND ASSETS CASH AND CASH EQUIVALENTS $ 33,553 $ 13,301 DUE FROM DISTRIBUTION FUND 49,303 67,316 INTEREST RECEIVABLE - - INVENTORY: Linen 44,147 114,241 Materials and supplies 15,274 17,224 DEPOSITS - - ------------- ------------- $ 142,277 $ 212,082 ============= ============= LIABILITIES AND PARTICIPANTS' FUND BALANCES ACCOUNTS PAYABLE $ 18,687 $ 5,113 INTEREST PAYABLE TO DISTRIBUTION FUND 376 132 PARTICIPANTS' FUND BALANCES 123,214 206,837 ------------- ------------- $ 142,277 $ 212,082 ============= =============
These statements were prepared from the books and records of the Rental Pool without audit and, in the opinion of management's, include all adjustments which are necessary for a fair presentation. Page 15 16 TAMARRON RENTAL POOL LEASE OPERATION STATEMENT OF OPERATIONS FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 DISTRIBUTION FUND
Current Quarter Year-to-Date ------------------------- ----------------------------- 1998 1997 1998 1997 --------- --------- ----------- ----------- GROSS REVENUES $ 632,602 $ 579,286 $ 1,119,210 $ 1,280,976 --------- --------- ----------- ----------- DEDUCTIONS: Agents' commission 9,633 12,418 59,305 70,465 Sales and marketing expenses 47,445 46,345 83,941 102,480 Audit fees 2,972 2,600 5,573 5,200 --------- --------- ----------- ----------- 60,050 61,363 148,819 178,145 --------- --------- ----------- ----------- ADJUSTED GROSS REVENUES 572,552 517,923 970,391 1,102,831 MANAGEMENT FEE (286,276) (258,961) (485,195) (551,415) --------- --------- ----------- ----------- GROSS INCOME DISTRIBUTION 286,276 258,962 485,196 551,416 ADJUSTMENTS TO GROSS INCOME DISTRIBUTION: Corporate complimentary occupancy fees 428 864 735 1,486 Occupancy fees (66,085) (66,586) (129,648) (161,703) Designated items (15,259) (33,021) (31,878) (53,932) Advisory Committee expenses (3,014) (3,626) (5,941) (7,719) --------- --------- ----------- ----------- POOLED INCOME 202,346 156,593 318,464 329,548 ADJUSTMENTS TO POOLED INCOME: Hospitality suite fees - - - - Occupancy fees 66,085 66,586 129,648 161,703 --------- --------- ----------- ----------- NET INCOME DISTRIBUTION $ 268,431 $ 223,179 $ 448,112 $ 491,251 ========= ========= =========== =========== Average daily distribution $ 10.14 $ 8.34 $ 8.60 $ 9.37 Average room rate $ 96.20 $ 87.49 $ 87.47 $ 79.17 Room nights 6,576 6,621 12,795 16,180 Occupancy percentage 24.8% 24.7% 24.6% 30.9% Average number of available units 291 294 288 290
These statements were prepared from the books and records of the Rental Pool without audit and, in the opinion of management, include all adjustments which are necessary for a fair presentation. Page 16 17 TAMARRON RENTAL POOL LEASE OPERATION STATEMENT OF CHANGE IN PARTICIPANTS' FUND BALANCES FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 DISTRIBUTION FUND
Current Quarter Year-to-Date ------------------------ ------------------------ 1998 1997 1998 1997 --------- --------- --------- --------- BALANCE, beginning of period $ - $ - $ - $ - ADDITIONS: Amounts available for distribution 268,431 223,179 448,112 491,251 Interest received or receivable from Maintenance Escrow Fund 376 132 778 385 REDUCTIONS: Amounts withheld for Maintenance Escrow Fund (33,044) (33,295) (64,828) (80,855) Amounts accrued or paid to participants (235,763) (190,016) (384,062) (410,781) --------- --------- --------- --------- BALANCE, end of period $ - $ - $ - $ - ========= ========= ========= ========= MAINTENANCE ESCROW FUND BALANCE, beginning of period $ 172,418 $ 210,371 $ 165,522 $ 197,548 ADDITIONS: Amounts withheld from occupancy fees 33,044 33,295 64,828 80,855 Interest earned 376 132 778 385 Reimbursement of designated items 15,259 33,021 31,878 53,932 Charges to participants to establish or restore escrow balances 96,422 4,209 201,694 16,295 REDUCTIONS: Maintenance and inventory charges (147,408) (32,756) (180,484) (52,228) Refurbishing charges (29,334) (2,237) (120,588) (24,668) Interest accrued or paid to Distribution Fund (376) (132) (778) (385) Designated items (15,259) (33,021) (31,878) (53,932) Refunds to participants as prescribed by Master Lease Agreement (1,928) (6,045) (7,758) (10,965) --------- --------- --------- --------- BALANCE, end of period $ 123,214 $ 206,837 123,214 $ 206,837 ========= ========= ========= =========
These statements were prepared from the books and records of the Rental Pool without audit and, in the opinion of management, include all adjustments which are necessary for a fair presentation. Page 17 -----END PRIVACY-ENHANCED MESSAGE-----