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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
COMMISSION FILE NUMBER 000-22091
GOLF TRUST OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 33-0724736
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
14 NORTH ADGER'S WHARF
CHARLESTON, SOUTH CAROLINA 29401
(Address of principal executive offices) (Zip code)
(843) 723-4653
(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 reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes: |X| No: |_|
On November 10, 2000 there were 8,155,533 common shares outstanding of the
registrant's only class of common stock. On November 10, 2000, there were
800,000 shares outstanding of the registrant's 9.25% Series A Cumulative
Convertible Preferred Stock which is the registrant's only class of outstanding
preferred stock.
================================================================================
GOLF TRUST OF AMERICA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
Condensed Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 ...... 3
Condensed Consolidated Statements of Income for the Three Months Ended
September 30, 2000 and 1999 ................................................................ 4
Condensed Consolidated Statements of Income for the Nine Months Ended
September 30, 2000 and 1999................................................................ 5
Condensed Consolidated Statements of Stockholders' Equity for the Year Ended
December 31, 1999 and the Nine Months Ended September 30, 2000.............................. 6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2000 and 1999 ................................................................ 7
Notes to Condensed Consolidated Financial Statements........................................ 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 27
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 27
ITEM 2. CHANGES IN SECURITIES 31
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 31
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 31
ITEM 5. OTHER INFORMATION 31
ITEM 6. EXHIBITS INDEX AND REPORT ON FORM 8-K 31
SIGNATURES 36
GOLF TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
SEPTEMBER 30, DECEMBER 31,
2000 1999
(UNAUDITED)
----------------------------------------
ASSETS
Property and equipment (Note 5):
Land................................................................ $ 53,779 $ 53,779
Golf course improvements............................................ 206,705 204,635
Buildings........................................................... 82,799 80,708
Furniture, fixtures, and equipment.................................. 31,902 31,581
------ ------
Total property and equipment.......................................... 375,185 370,703
Less write down of assets to estimated fair value................... 25,300 --
Less accumulated depreciation....................................... 56,780 43,001
------ ------
Property and equipment, net (Note 8).................................. 293,105 327,702
------- -------
Mortgage notes receivable............................................. 73,533 73,160
Cash and cash equivalents ............................................ 5,797 3,905
Receivable from affiliates (Note 9)................................... 8,596 6,952
Other assets (Notes 3 and 4).......................................... 20,823 22,193
----- ------
Total assets.......................................................... $401,854 $433,912
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Debt (Note 5) .................................................... 224,836 $223,085
Accounts payable and other liabilities................................ 9,426 10,796
----- ------
Total liabilities..................................................... 234,262 233,881
------- -------
Commitments (Note 3)
Minority interest..................................................... 59,088 69,747
------ ------
Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized,
800,000 shares issued.............................................. 20,000 20,000
Common stock, $.01 par value, 90,000,000 shares authorized,
8,155,533 and 7,736,450 shares issued and outstanding,
respectively....................................................... 82 78
Additional paid-in capital......................................... 130,373 125,218
Dividends in excess of accumulated earnings........................ (28,502) (7,720)
Unamortized restricted stock compensation.......................... (1,784) (1,530)
Note receivable from stock sale (Note 6)........................... (8,975) (3,298)
Loans to officers (Note 7)........................................ (2,690) (2,464)
------- ------
Stockholders' equity.................................................. 108,504 130,284
------- -------
Total liabilities and stockholders' equity............................ $401,854 $433,912
======== ========
See accompanying notes to condensed consolidated financial statements
3
GOLF TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
---------------------------------------
REVENUES:
Rent from affiliates (Note 9) ............................. $ 4,727 $ 4,105
Rent ...................................................... 6,840 7,791
Mortgage interest ......................................... 2,217 2,208
-------- --------
Total revenues .............................................. 13,784 14,104
-------- --------
EXPENSES:
Depreciation .............................................. 4,497 4,322
General and administrative ................................ 1,736 1,468
Write-down of certain assets to estimated
fair value (Note 8) ................................... 25,300 -
-------- --------
Total expenses .............................................. 31,533 5,790
-------- --------
Operating (Loss) income ..................................... (17,749) 8,314
-------- --------
OTHER INCOME (EXPENSE):
Other (expense) ........................................... (44) -
Interest income ........................................... 608 377
Interest expense .......................................... (4,851) (4,030)
-------- --------
Total other income (expense) ................................ (4,287) (3,653)
-------- --------
Net (Loss) income before minority interest .................. (22,036) 4,661
(Loss) Income applicable to minority interest ............... (7,689) 1,785
-------- --------
Net (Loss) income ........................................... (14,347) 2,876
-------- --------
Preferred Dividends ......................................... (463) (463)
-------- --------
Net (Loss) Income Available to Common Shareholders $(14,810) $ 2,413
======== ========
(Loss) Earnings Per Share:
Basic (Loss) Earnings Per Share ........................ $ (1.82) $ 0.31
======== ========
Diluted (Loss) Earnings Per Share ...................... $ (1.82) $ 0.31
======== ========
Shares used in (Loss) Earnings Per Share calculation:
Basic .................................................. 8,150 7,735
======== ========
Diluted ................................................ 8,150 7,740
======== ========
See accompanying notes to condensed consolidated financial statements
4
GOLF TRUST OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
--------------------------------------
REVENUES:
Rent from affiliates (Note 9) ........................... $ 14,158 $ 10,464
Rent .................................................... 21,734 23,886
Mortgage interest ....................................... 6,835 6,799
-------- --------
Total revenues ............................................ 42,727 41,149
-------- --------
EXPENSES:
Depreciation ............................................ 13,779 12,275
General and administrative .............................. 4,915 4,244
Write-down of certain assets to estimated
fair value (Note 8) ................................. 25,300 -
-------- --------
Total expenses ............................................ 43,994 16,519
-------- --------
Operating (Loss) income ................................... (1,267) 24,630
-------- --------
OTHER INCOME (EXPENSE):
Other income ............................................ 165 -
Interest income ......................................... 1,770 750
Interest expense ........................................ (13,830) (11,538)
-------- --------
Total other income (expense) .............................. (11,895) (10,788)
-------- --------
Net (Loss) income before minority interest ................ (13,162) 13,842
(Loss) Income applicable to minority interest ............. (4,467) 5,335
-------- --------
Net (Loss) income ......................................... $ (8,695) $ 8,507
-------- --------
Preferred Dividends ....................................... (1,388) (920)
-------- --------
Net (Loss) Income Available to Common Shareholders ........ $(10,083) $ 7,587
======== ========
(Loss) Earnings Per Share:
Basic (Loss) Earnings Per Share ...................... $ (1.25) $ 0.98
======== ========
Diluted (Loss) Earnings Per Share .................... $ (1.25) $ 0.98
======== ========
Shares used in (Loss) Earnings Per Share calculation:
Basic ................................................ 8,058 7,715
======== ========
Diluted .............................................. 8,058 7,745
======== ========
See accompanying notes to condensed consolidated financial statements
5
GOLF TRUST OF AMERICA, INC
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(IN THOUSANDS)
PREFERRED STOCK COMMON STOCK ADDITIONAL
----------------------- ------------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT CAPITAL
--------------------------------------------------------------------------------
BALANCE at January 1, 1999 ....... - - 7,637 $76 $ 120,253
Issuance of preferred stock ...... 800 $ 20,000 - - -
Cost of preferred stock issuance . - - - - (878)
Issuance and cancellation of ..... - - 32 1 555
restricted stock
Amortization of restricted stock . - - - - -
Value of unvested options for non- - - - - 72
employees
Adjustments for minority interest - - - - 3,503
in operating partnership
Conversion of OP units into common - - 63 1 1,671
stock
Loans to officers ................ - - - - -
Issuance of shares of employee - - 4 - 42
stock purchase plan ...........
Dividends ........................ - - - - -
Net income ....................... - - - - -
---------------------------------------------------------------------------------
BALANCE at December 31, 1999 ..... 800 $ 20,000 7,736 $78 $ 125,218
---------------------------------------------------------------------------------
(UNAUDITED)
Conversion/redemption of OP units - - 372 4 8,959
Stock repurchase program ......... - - (10) - (167)
Employee stock purchase plan
(ESPP) ...................... - - 2 - 19
Adjustments for Minority Interest - - - - -
in operating partnership ......... - - - - (4,546)
New restricted stock grant ....... - - 55 - 949
Amortization of restricted stock . - - - - -
Amortization of registration costs. - - - - (28)
Cost of preferred stock .......... - - - - (31)
Loans to officers ................ - - - - -
Dividends ........................ - - - - -
Net Loss ......................... - - - - -
--------------------------------------------------------------------------------
BALANCE at September 30, 2000 .... 800 $ 20,000 8,155 $82 $ 130,373
--------------------------------------------------------------------------------
NOTE
ACCUMULATED RECEIVABLE TOTAL
EARNINGS UNEARNED FROM STOCK LOANS TO STOCKHOLDERS'
(DEFICIT) COMPENSATION SALE OFFICERS EQUITY
------------------------------------------------------------------------
BALANCE at January 1, 1999 $ (3,958) $(1,533) $(3,298) $ (1,893) $ 109,647
Issuance of preferred stock ..................... - - - - $ 20,000
Cost of preferred stock issuance ................ - - - - (878)
Issuance and cancellation of - (1,001) - - (445)
restricted stock .............................
Amortization of restricted stock ................ - 1,004 - - 1,004
Value of unvested options for non- - - - - 72
employees ....................................
Adjustments for minority interest - - - - 3,503
in operating partnership .....................
Conversion of OP units into common - - - - 1,672
stock ........................................
Loans to officers ............................... - - - (571) (571)
Issuance of shares of employee - - - - 42
stock purchase plan ..........................
Dividends ....................................... (14,993) - - - (14,993)
Net income ...................................... 11,231 - - - 11,231
------------------------------------------------------------------------
BALANCE at December 31, 1999 $ (7,720) $(1,530) $(3,298) $ (2,464) $ 130,284
------------------------------------------------------------------------
(UNAUDITED)
Conversion/redemption of OP units ............... 45 - (5,677) - 3,331
Stock repurchase program ........................ - - - - (167)
Employee stock purchase plan
(ESPP) ..................................... - - - - 19
Adjustments for Minority Interest - - -
in operating partnership ..................... (4,546)
New restricted stock grant ...................... - (949) - - -
Amortization of restricted stock ................ - 695 - 695
Amortization of registration costs .............. - - - (28)
Cost of preferred stock ......................... - - - - (31)
Loans to officers ............................... - - - (226) (226)
Dividends ....................................... (12,132) - - (12,132)
Net Loss ........................................ (8,695) - - - (8,695)
------------------------------------------------------------------------
BALANCE at September 30, 2000 ................... $(28,502) $(1,784) $(8,975) $ (2,690) $ 108,504
------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements
6
GOLF TRUST OF AMERICA, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
-----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) income ........................................... $ (8,695) $ 8,507
Adjustments to reconcile net income to net cash
Provided by operating activities:
Writedown of certain assets to estimated fair value ......... 25,300 -
Depreciation and amortization .............................. 13,779 12,275
Loan cost amortization ..................................... 996 684
Straight-line interest and rent ............................ (431) (872)
Amortization of restricted stock compensation .............. 695 438
Employee stock purchase plan (ESPP) issuance/redeposit ..... 19 -
(Loss) Income applicable to minority interest .............. (4,467) 5,335
Increase in receivable from affiliates ..................... (1,644) (6,764)
Increase in other assets ................................... (918) 3,582
Decrease (increase) in accounts payable and
other liabilities .......................................... (1,417) (4,452)
-------- --------
Net cash provided by operating activities ...................... 23,217 18,733
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Golf course acquisitions and improvements .................... (2,987) (21,049)
Increase (decrease) in mortgage notes receivable ............. 12 (100)
Cash proceeds from sale of land .............................. 1,110 975
-------- --------
Net cash used in investing activities .......................... (1,865) (20,174)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit ............................. 2,000 7,775
Payments on notes ............................................ (249) (5,245)
Loan fees .................................................... (233) (1,508)
Loans to officers ............................................ (226) (1,341)
Long-term Debt Proceeds ...................................... - 10,000
Preferred stock proceeds ..................................... - 20,000
Preferred stock cost ......................................... (31) (878)
Redemption of OP units ....................................... (2,269) (2,814)
Distributions to partners .................................... (6,365) (6,991)
Dividends paid ............................................... (12,087) (11,124)
-------- --------
Net cash provided by (used in) financing activities ............ (19,460) 7,874
-------- --------
Net increase in cash ........................................... 1,892 6,433
Cash and cash equivalents, beginning of period ................. 3,905 1,891
-------- --------
Cash and cash equivalents, end of period ....................... $ 5,797 $ 8,324
======== ========
See accompanying notes to condensed consolidated financial statements
7
GOLF TRUST OF AMERICA, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the period ................................... $ 13,830 $ 11,538
NON-CASH INVESTING AND FINANCING TRANSACTIONS
OP Units issued in golf course acquisitions and financing .......... $ - $ 2,329
8
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1 ORGANIZATION AND BASIS OF PRESENTATION
GENERAL
The accompanying consolidated financial statements include the accounts
of Golf Trust of America, Inc ("GTA"), which is a Maryland corporation, its
wholly owned subsidiary corporations and their majority-owned and controlled
partnership and its limited liability companies. The outside equity interests
in the consolidated partnership not owned and controlled by GTA are reflected
as the minority interest in the consolidated financial statements. All
significant inter-company balances and transactions have been eliminated in
consolidation.
GTA is a self-administered real estate investment trust ("REIT") formed
to capitalize upon consolidation opportunities in the ownership of upscale
golf courses throughout the United States. We hold our golf course interests
through Golf Trust of America, L.P., a Delaware limited partnership and, in
one instance, through a wholly owned subsidiary of Golf Trust of America,
L.P. We refer to Golf Trust of America, L.P. as our "Operating Partnership"
and we refer to the operating Partnership and GTA (and all their subsidiaries
collectively as "we", "us" or our "Company." Currently, we hold participating
interests in 47 golf courses (the "Golf Courses"), 43 of which are owned by
us and four of which serve as collateral for a 30-year participating mortgage
loan wherein we are the lender. Of the 43 courses that we own, 41 are held in
fee simple and two are held pursuant to long-term ground leases. The golf
courses are located in Florida (14), South Carolina (6), Michigan (3.5),
Illinois (3.5), Ohio (3), California (2.5), Georgia (2), Virginia (2),
Nebraska (1.5), Missouri (1.5), Texas (1.5), Alabama, Kansas, Kentucky, North
Carolina, New Mexico and West Virginia Golf course quantities are stated in
terms of 18-hole equivalents, therefore, one 27-hole golf course facility
would be counted as 1.5 golf courses.
Because of the tax rules applicable to REITs, we are generally not
allowed to operate our Golf Courses. As an exception to this rule, however,
we are allowed to operate a Golf Course for the 90-day period following a
foreclosure or eviction of the lessee under the participating leases wherein
we are landlord. After this period, the gross revenue from Golf Course
operations from any such Golf Course is disqualified income for REIT tax
purposes. The tax code's REIT rules limit the amount of disqualified income
that we may receive to 5% of our Gross Income Thus, when we acquire a Golf
Course, we lease it back to an affiliate of the seller or to another Golf
Course operator. Often times, we lease the Golf Course back to the seller's
affiliate in instances where we believe that the seller's familiarity with
local conditions and continuity of management facilitates the Golf Course's
growth and profitability (which we participate in under certain conditions as
described below). However, we also have developed strong relationships with
multi-course operators who lease a number of our Golf Courses. We would take
over direct operations of a Golf Course if we are forced to foreclose on a
Golf Course due to a lessee's default under their Participating Lease, such
as occurred with three of our properties (Tierra Del Sol Golf Club, Brentwood
Golf & Country Club, and Palm Desert Country Club) ( see Footnote #10,
Subsequent Events for additional foreclosure). In the event of a foreclosure,
we explore opportunities to (i) re-let the Golf Course, (ii) enter into a
management agreement with a more experienced golf operator than the original
tenant, or (iii) potentially sell the Golf Course. As of the date of the
filing, we are still managing these Golf Courses. The 90-day grace period
allowed by the Internal Revenue Service during which the gross revenues from
Golf Course operations are qualifying income for REIT tax purposes expired on
May 6, 2000 for Tierra Del Sol. This period will expire on December 3, 2000
and December 30, 2000 for Palm Desert and Brentwood, respectively. Therefore,
gross revenues from the operations of these courses subsequent to this date
are disqualified for REIT tax purposes; however, we are currently in
compliance with the REIT rules as the Gross Revenue from these Golf Courses
has not exceeded 5% of our Total Gross Revenues.
INTERIM STATEMENTS
The accompanying condensed consolidated financial statements for the three
and nine months ended September 30, 2000 and 1999, respectively, have been
prepared in accordance with generally accepted accounting principles ("GAAP")
and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X.
These financial statements have not been audited by independent public
accountants but include all adjustments (consisting of normal recurring
adjustments) which
9
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
are, in the opinion of management, necessary for a fair presentation of the
financial condition, results of operations and cash flows for such periods.
However, these results are not necessarily indicative of results for any other
interim period or for the full year. The accompanying consolidated balance sheet
as of December 31, 1999 has been derived from the audited financial statements,
but does not include all disclosures required by GAAP.
1. ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
Certain information and footnote disclosures normally included in financial
statements in accordance with GAAP have been omitted pursuant to requirements of
the Securities and Exchange Commission (the "SEC"). Management believes that the
disclosures included in the accompanying interim financial statements and
footnotes are adequate to make the information not misleading but should be read
in conjunction with the consolidated financial statements and notes thereto
included in GTA's annual report on Form 10-K/A for the year ended December 31,
1999.
MINORITY INTEREST
The accompanying consolidated balance sheets have been adjusted to reflect
an accounting allocation for reporting purposes from additional paid-in capital
to minority interest for the limited partners' percentage interest in the net
assets of Golf Trust of America, LP, the operating partnership. This adjustment
had no effect on earnings per share or results of operations or allocations of
net income to the general and limited partners of Golf Trust of America, LP. The
reallocation for the nine month period ended September 30, 2000 and the year
ended December 31, 1999 was approximately $4.6 million and $3.6 million,
respectively.
EARNINGS PER SHARE
The computation of basic earnings per share is computed by dividing net
income by the weighted average number of outstanding common shares during the
period. The computation of diluted earnings per share is based on the weighted
average number of outstanding common shares during the period and the
incremental common shares, using the treasury stock method for stock options.
The incremental common shares for the three months ended September 30, 2000 and
1999 were -0- and 5,000, respectively. The incremental common shares for the
nine months ended September 30, 2000 and 1999 were -0- and 30,000, respectively.
Since the conversion of our preferred shares would be anti-dilutive, these
amounts are not included in the calculations of diluted shares; however, the net
income is reduced by the amount of Preferred Dividends paid to derive net income
available to common shareholders.
2. PARTICIPATING LEASES
All of our Golf Course leases are Participating Leases that require the
lessees to make payments of a fixed amount of base rent and a variable amount
of additional rent based on growth in revenue at the Golf Course.
Participating rent will generally be paid each year in the amount, if any, by
which the sum of 33 1/3% of gross golf revenue exceeds the cumulative base
rent escalation since the commencement date of such Participating Leases. The
base rent generally increases annually by the lesser of 3% to 5%, or a
multiple of the change in the consumer price index ("CPI"). Annual increases
in lease payments under the Participating Leases are generally limited to
between 5% and 7% during the first five years of the lease term. No
participating rent (or participating mortgage interest under the mortgage
note receivable) was recognized for the three and nine months ended September
30, 2000 and 1999, respectively.
3. COMMITMENTS
LESSEES
10
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Typically, we lease our Golf Courses to affiliates of the prior owners
and other initial operators believed to be qualified under non-cancelable
Participating Leases for an initial term of ten years, with options to extend
the initial term of each Participating Lease up to a maximum of forty years.
From the lease payments, we are generally required to make available a
reserve of between 2% and 5% of the annual gross golf revenue of each Golf
Course for the replacement and enhancement of the existing facilities. These
reimbursements are allocated between short and long-term categories and,
therefore, the balance (at September 30, 2000 and 1999 of $2,226,000 and
$1,996,000, respectively) may not be currently available to the lessees.
3. COMMITMENTS (CONTINUED)
Under certain circumstances, the underlying base rent for a Golf Course
will be increased when we agree to pay for significant capital improvements or
to expand existing Golf Courses In addition, in limited circumstances, we may
agree to provide working capital loans to existing lessees. Currently, we have
funded $17,132,000 of our total commitments to date of $23,426,000 The balance
remaining to fund is $6,293,000, subject to the terms of the applicable
working capital agreements and the lessee's performance of its Participating
Lease obligations.
Under the Performance Option for the Participating Leases, during years
three through five of each Participating Lease, the operator or its affiliate,
subject to certain qualifications and restrictions, may elect one time to
increase the base rent in order to receive additional OP units in the Operating
Partnership or common stock in us. An operator's ability to exercise the
Performance Option and the number of OP units or common stock issuable to such
prior owner in connection therewith, will depend on future operating results at
the applicable Golf Course and, therefore, cannot be determined in advance.
4. OTHER ASSETS
The balance of Other Assets includes Rent Receivable totaling approximately
$1,020,000 attributed to Mystic Creek Golf Club which is currently in legal
proceedings initiated by us for lessee default under the Participating Lease.
The value of the collateral held by the Operating Partnership against the
lessee's obligations under the Participating Lease exceeds the total amount due
at this time. The collateral held for Osage, which is another lessee that is
also currently in legal proceedings for lessee default under the Participating
Lease, was executed upon by the Operating Partnership effective June 20, 2000
and applied to their Rent Receivable balance resulting in a zero balance in Rent
Receivable at September 30, 2000. Due to the fact that the collateral under this
Participating Lease has been exhausted no Rent Revenue was recognized for this
Golf Course in the third quarter. Rent Revenue will not be recognized for this
Golf Course until the legal proceedings are concluded.
We are currently in discussions with certain of our lessees, namely
those lessees of Sandpiper, Innisbrook and Legends Golf Courses, regarding
certain terms and conditions of their applicable Participating Lease and
related documents to ascertain the lessees' compliance with their
Participating Lease and related obligations.
11
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. DEBT
Debt consists of the following:
- -------------------------------------------------------------------------------- ------------- -------------
SEPTEMBER 30, DECEMBER 31,
(IN THOUSANDS) 2000 1999
- -------------------------------------------------------------------------------- ------------- -------------
REVOLVING CREDIT FACILITY
$200.0 million unsecured revolving credit facility with a weighted
average interest rate of 8.1% per annum maturing April 2002 $200,000 $200,000
- -------------------------------------------------------------------------------- ------------- -------------
LINE OF CREDIT
$10.0 million unsecured line of credit with a weighted average interest
rate of 8.1% per annum maturing March 31, 2001 2,700 700
- -------------------------------------------------------------------------------- ------------- -------------
NOTE PAYABLE
Secured financing, net book value of the property of $20.0 million with a
variable interest rate of 8.75% per annum to 10% per annum maturing
November 2016 12,136 12,385
- -------------------------------------------------------------------------------- ------------- -------------
NOTE PAYABLE
Secured financing, net book value of the property is $10.0 million with a
variable interest rate of prime (9.5% per annum at September 30,
2000) maturing in July 2002 10,000 10,000
- -------------------------------------------------------------------------------- ------------- -------------
TOTAL $224,836 $223,085
- -------------------------------------------------------------------------------- ------------- -------------
The $25.0 million unsecured line of credit from Bank of America that
matured on October 1, 2000 was renewed to the extent of $10.0 million with a
maturity date of March 31, 2001. All rates, covenants, conditions and other
material provisions are essentially the same as the Credit Facility. The
extension was granted with the same pricing that was in effect under the
original line of credit plus a 3/4% up-front commitment fee paid to Bank of
America by us.
The Credit Facility availability is limited to an unencumbered pool
calculation, including a 20% limitation for working capital needs. Financial
covenants include net worth, liquidity and cash flow covenants, among others.
Non-financial covenants include restrictions on loans outstanding,
construction-in-progress, loan to officers and changes in the Board of
Directors, among others. At the present time, the value of our unencumbered
pool does not satisfy the 175% coverage requirement in our Credit Facility
agreement due to the fact that three properties were excluded from our
unencumbered pool in the third quarter. One as a result of a material default
under the applicable Participating Lease and two for failing the Gross Golf
Revenue test as set forth in the Credit Facility agreement. In addition, we
did not meet the required Interest Coverage ratio this quarter which resulted
in a financial covenant violation. As a result of this coverage deficit and
the shortfall of the interest coverage ratio, we are currently in violation
of our Credit Facility covenants but have met with the Administrative Agent
for our Banking Syndicate and are negotiating a covenant waiver. We can
provide no assurance that we will obtain any final agreement which will
provide relief under the Credit Facility or that the performance of other
lessees under Participating Leases will not also trigger covenant violations.
6. NOTE RECEIVABLE FOR STOCK SALE
In the first quarter of 2000, concurrent with the conversion to common
stock of 274,039 OP units belonging to Golf Host Resorts, Inc , the related note
receivable was reclassified from Minority Interest to Note Receivable from Stock
Sale.
12
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. STOCK OPTIONS AND AWARDS
EMPLOYEE STOCK PURCHASE PLAN
On March 1, 1998, we adopted an Employee Stock Purchase Plan ("the Plan")
to provide most employees with an opportunity to purchase common shares in us
through payroll deductions of up to 10% of eligible compensation with a $25,000
maximum deferral. Semi-annually, participant account balances will be used to
purchase common shares at the lesser of 85% of the fair market value of common
shares at the beginning or ending of such six-month period. The Plan expires on
February 28, 2008. A total of 250,000 common shares are available for purchase
under the Plan. Common shares were issued under the Plan as follows: 1,315 in
July 2000; 1,592 in January 2000; 2,152 in July 1999; and 1,768 in January 1999
Compensation expense related to the Plan was approximately $3,000 and $11,000
for the nine months ended September 30, 2000 and 1999, respectively.
RESTRICTED STOCK
For the nine months ended September 30, 2000 and 1999, we granted 55,000
and 44,000 common shares, respectively, of restricted stock to employees under
our 1998 and 1997 Stock-Based Incentive Plans. The market value of the
restricted stock grants in 2000 and 1999 totaled $949,000 and $1,001,000,
respectively. Unearned compensation is being amortized to an expense item over
the vesting period, which ranges from three to five years. Such expense amounted
to approximately $242,000 and $159,000 for the three months ended September 30,
2000 and 1999, respectively, and $670,000 and $273,000 for the nine months ended
September 30, 2000 and 1999, respectively.
LOANS TO OFFICERS
In 1997, our Board of Directors approved a Company Policy, which has
subsequently been amended and restated with respect to loans to executive
officers and certain key employees relating to purchases of our common shares
(the "Loan Program"). Pursuant to the Loan Program, we may lend amounts to
certain of our executive officers for one or more of the following purposes:
(1) to finance the purchase of common shares by certain executive officers on
the open market at the then-current market prices; or (2) to finance an
executive officer's payment of the exercise price of options to purchase
common shares granted to such employee under our option plans. In addition,
we may lend amounts to finance the annual tax liability of certain executive
officers related to the vesting of shares of common shares which constitute a
portion of a restricted stock award granted to such employees under our
option plans. The maximum aggregate amount we may loan to an executive
officer is determined on a case-by-case basis by our Compensation Committee.
Common shares, which are the subject of a loan, serve as collateral for the
repayment of the note until the note has been paid in full. Each note bears
interest at the applicable federal rate, as defined by the Internal Revenue
Service, in effect on the execution date of the loan. Interest is paid on an
annual basis and varies from 4.5% to 6.3% per annum. Each note becomes due
and payable at the earlier of (i) three years of the applicable employee
termination; (ii) five years after the making of the loan; and, for those
specific loans granted to officers for the purchase of our shares on the open
market, (iii) at the time of sale of such common shares at a price greater
then $25 per share. These notes are recourse to the borrower except in the
event of a Change of Control as defined in their Employment Agreements. As of
September 30, 2000, we had outstanding loans in the amount of approximately
$2,690,000.
13
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. WRITE-DOWN OF CERTAIN ASSETS TO NET REALIZABLE VALUE
In accordance with Statement of Financial Accounting Standards (SFAS)
No. 121, during the third quarter of Fiscal 2000, based upon a review of our
long-lived assets in conjunction with the consideration of several strategic
alternatives and in contemplation of an orderly disposition of our assets
(see Note 10), we recorded a non-cash charge of $25,300,000 related to the
write-down of the recorded asset values of certain of our Golf Course assets,
with an aggregate carrying value of approximately $154,000,000 to their
estimated fair values. Included in this amount were anticipated losses
totaling $2,300,000 for Golf Courses which are currently subject to executed
Purchase and Sale Agreements and which are scheduled to close prior to
January 31, 2001. Estimated fair values were determined by management based
on prices for sales of similar assets or other available information. We can
not be certain whether any of these Golf Courses will be sold in accordance
with the terms of the applicable Purchase and Sale Agreements or otherwise,
or whether if such closings occur that the closings will occur within the
agreed-upon time frames. We will continue to assess the estimated fair value
of the assets in accordance with SFAS No. 121.
14
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. TRANSACTIONS WITH AFFILIATE AND SIGNIFICANT
Legends Golf Management, LLC (Legends Golf) is a significant lessee of Golf
Courses in our portfolio Legends Golf is a golf course management group
consisting of eight companies affiliated through common ownership that operates
a portfolio of thirteen Golf Courses owned by us under triple net Participating
Leases. Legends Golf derives revenues from the operation of Golf Courses
principally through receipt of green fees, membership fees, golf cart rentals,
and sales of food, beverage and merchandise.
Effective July 1, 1999, Larry D. Young, one of our directors and the
principle owner of Legends Golf, acquired the stock of the lessee of the
Bonaventure Golf Courses.
Effective August 17, 1999, Mr Young, through an affiliated entity named
"Legends National Golf Management, LLC," also became the lessee at four Golf
Courses previously leased to Granite Golf Group or its affiliates prior to their
default under the Participating Leases. These Golf Courses are Persimmon Ridge
Golf Club, Silverthorn Country Club, Black Bear Golf Club and Tiburon Golf Club.
The following table sets forth certain combined condensed financial
information for Legends Golf.
September 30, December 31,
(IN THOUSANDS) 2000 1999
- -------------------------------------------------------------------------------------------------------------
(UNAUDITED)
Current assets $ 3,978 $ 4,912
Non-current assets 24,327 29,884
-------- --------
Total assets $ 28,305 $ 34,796
======== ========
Payable to Golf Trust of America, L.P. $ 8,596 $ 6,952
Other current liabilities 34,586 33,244
Long-term liabilities 0 1,960
Owners' equity (capital deficit) (14,877) (7,360)
-------- --------
Total liabilities and owners' equity (capital deficit) $ 28,305 $ 34,796
======== ========
Included in the balance of "Payable to Golf Trust of America, LP" are
working capital advances totaling approximately $6,926,000 which bear interest
at 10% per annum. The maturity date for advances of $1,185,000 has been extended
from August 25, 2000 to August 25, 2001 with the balance due at the end of the
Participating Lease term.
For the three months ended For the nine months ended
September 30, September 30,
2000 1999 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Total Revenues $ 7,578 $ 5,683 $ 27,364 $ 19,293
Operating Loss $ (3,607) $ (3,002) $ (4,681) $ (3,282)
Net (Loss) Income $ (3,741) $ (1,915) $ (2,833) $ 225
15
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Total revenues from Golf Course operations for Legends Golf increased by
approximately $1,900,000 to $7,600,000 for the three months ended September 30,
2000. The increase was primarily attributable to revenue from the additional six
Golf Courses which were under Participating Leases with Legends subsequent to
June 30, 1999. Revenues from the Myrtle Beach and Virginia courses were up by
4.4%; record rainfalls for this quarter reduced play and prevented further
increases.
Operating loss increased from approximately $3,000,000 to $3,600,000 for
the three months ended September 30, 1999 and 2000, respectively. The increase
is primarily due to the operating losses of the additional Golf Courses offset
by a reduction of the allocation of administrative overhead of approximately
$147,000.
Net loss increased from approximately $1,900,000 to $3,700,000 for the
three months ended September 30, 1999 and 2000, respectively. The increase is
primarily due to the net losses of the additional golf courses and increases
in interest expense and lease payments to Golf Trust of America, Inc. of
approximately $87,000 and $92,000, respectively, for Myrtle Beach and
Virginia, and the recognition of the equity in the loss of Golf Trust of
America, Inc. of $1,228,000.
Total revenue from golf course operations for Legends Golf increased by
approximately $8,100,000 to $27,400,000 for the nine months ended September 30,
2000. The increase was primarily attributable to the revenue produced by the six
additional courses under Participating Leases Revenues from the Myrtle Beach and
Virginia courses were up by 2.1%.
Operating loss increased by approximately $1,400,000 to $4,700,000 for
the nine months ended September 30, 2000. The increase in operating loss was
primarily attributable to the losses of the additional Golf Courses of
$3,700,000 partially offset by a reduction in the operating loss in Myrtle
Beach and Virginia of $100,000. The reduction of $100,000 in operating loss
was primarily a result of a reduction in the allocation of administrative
overhead and advertising of approximately $511,000 and $39,000, respectively,
which were offset by increased interest expense and lease payments to Golf
Trust of America, Inc of $248,000 and $246,000 respectively.
Net income for the nine months ended September 30, 1999 of $225,000
decreased to a loss of $2,833,000 for the nine months ended September 30,
2000. The decrease is primarily attributable to the losses of the additional
Golf Courses and increases in interest expense and lease payments of Golf
Trust of America, Inc. of approximately $248,000 and $246,000, respectively,
and the recognition of the equity in the loss of Golf Trust of America, Inc.
of $1,421,000.
10. SUBSEQUENT EVENTS
On September 12, 2000, our Board of Directors declared quarterly
dividend distributions of $0.44 per common share and $0.58 per Series A
preferred share for the quarter ended September 30, 2000, to stockholders of
record on September 30, 2000, which were paid on October 16, 2000.
We reached a settlement with the lessee of Brentwood Golf & Country Club
and took over management of this Golf Course on October 2, 2000. The dispute
was based upon a material default under their Participating Lease.
We reached a settlement with the lessee of Osage National Golf Club and
took over management of this Golf Course on November 10, 2000. The dispute
was based upon a material default under their Participating Lease.
On November 6, 2000 our Board of Directors authorized us to continue
preparation of a draft plan of liquidation and proxy statement to be
presented to the Board for its further consideration and ultimately for
submission for approval to lenders, stockholders and limited partners among
others. In addition, the Board authorized us to enter into non-binding or
binding letters of intent and definitive agreements for the sale of one or
more Golf Courses, in each case, conditioned upon approval of the Plan of
Liquidation
16
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(provided that, in management's discretion, such agreements may require us to
pay reasonable termination fees, if Board or stockholder approvals are not
obtained).
On November 6, 2000 our Board of Directors approved an extension of the
maturity date of the working capital Loans in the aggregate amount of
$1,200,000 originally extended to Legends National Golf Management, LLC, an
affiliate of Larry Young, in August of 1999 to facilitate the transition
period to Legends and to cover seasonal financial needs occurring at the time
of the assumption of the obligations arising under former Participating
Leases held by Granite (see Note 9). The maturity date of the loans was
extended one year from August 25, 2000 to August 25, 2001.
17
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW AND FORMATION
Golf Trust of America, Inc ("GTA") conducts business through Golf Trust
of America, L.P. (the "Operating Partnership"), of which GTA, as of November
10, 2000, owns a 65.3% interest and is the sole general partner through its
two wholly owned subsidiaries. Larry D Young, a director of GTA, along with
his affiliates, owns 27.3 % of the Operating Partnership and is a significant
lessee of our properties. Operators of the Golf Courses, their affiliates and
an officer of GTA hold the remaining interest in the Operating Partnership.
Interests in the Operating Partnership are denominated in units called "OP
Units." Each OP Unit is convertible into one share of our common stock,
though we have the right to substitute cash, at the then-current market
price. We refer to Golf Trust of America, L.P. as our "Operating Partnership"
and we refer to the operating Partnership and GTA (and all their subsidiaries
collectively as "we", "us" or our "Company."
Our Company was formed to capitalize upon consolidation opportunities in
the ownership of upscale Golf Courses in the United States. Our principal
business strategy, is to own upscale Golf Courses and lease these Golf Courses
to qualified third-party operators, which may include the sellers of the Golf
Courses.
Our primary sources of revenue are lease payments under the Participating
Leases and mortgage payments under the Participating Mortgage. We generally
participate in the increase in gross golf revenues over the base year. Base rent
will generally increase each year between 3% and 5% Annual increases in lease
payments are generally limited to a maximum of 5% to 7% for the first five years
of the lease term.
We believe the principal source of growth in gross golf revenues at our
Golf Courses will be increased green fees, cart fees, and other related fees
(due to increases in rounds and/or rates). In order to achieve higher revenues,
we believe the lessees will need to continue to offer golfers a high quality
golf experience as it relates to the pace of play, condition of the golf course
and overall quality of the facilities and services.
CONCLUSION OF ANALYSIS OF STRATEGIC ALTERNATIVES
On September 28, 2000, we announced that our Board of Directors has
elected to sell the Company or initiate an orderly disposition of the assets
of the Company, without precluding consideration of any additional offers of
merger, subject to all applicable contractual and legal obligations,
including, without limitation, shareholder approval. As background, in
February of 2000, we engaged Banc of America Securities LLC to act as our
financial advisor to undertake a review of a broad range of strategic
alternatives available to us in light of the current and prospective market
conditions facing the REIT industry, including, in particular, small cap
specialty REITs such as GTA. As a result of information gathered in this
process, the continuing review of the strategic alternatives available and
based upon the advice from our financial advisor, together with Company
counsel and Company management, our Board concluded that it was in the best
interests of our shareholder's to either effect a sale of the Company or an
orderly disposition of our assets. The Board appointed a special committee of
the independent Board members in contemplation of a bid for the Company or
the Company's assets from an affiliate of Larry Young, a Company Board
member, our largest unit holder, and the owner of our largest lessee.
On November 6, 2000, our Board of Directors authorized us to continue
preparation of a draft plan of liquidation and proxy statement to be
presented to the Board for its further consideration, and, if approved, for
submission for approval to lenders, stockholders and limited partners among
others. In addition, the Board authorized the Company to enter into
non-binding or binding letters of intent and definitive agreements for the
sale of one or more Golf Courses, in each case, conditioned upon approval of
the plan of liquidation (provided that, in management's discretion, such
agreements may require us to pay reasonable termination fees, if Board or
stockholder approval is not obtained).
18
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
For the three months ended September 30, 2000 and 1999, we received
$13,784,000 and $14,104,000, respectively, in revenue from the Participating
Leases and the Participating Mortgage. The decrease in revenues of $320,000 is
primarily due to (1) $704,000 in lost rental revenue from the Golf Courses that
have defaulted under their Participating Leases in 2000 (Tierra Del Sol, Palm
Desert, Brentwood, Osage and Metamora) (2) a decrease in miscellaneous revenue
of $106,000 from straight-line rents and other charges billed to lessees, offset
by (3) minimum rent increases and additional rent from improvements of
approximately $331,000 which represents a 3% average increase in minimum rents,
(4) a full quarter of rent from the one Golf Course acquired in the third
quarter of 1999 resulting in $77,000 in additional revenue, (5) increase in
capital expenditure reserve of $73,000, and (6) $9,000 of additional income from
the Participating Mortgage composed of $101,000 of additional interest
reflecting increased principal outstanding and minimum increases under the
Participating Mortgage offset by a decrease of $92,000 in the amount of
straight-line interest income recognized on the Participating Mortgage.
Expenses totaling $36,384,000 and $9,820,000 for the three months ended
September 30, 2000 and 1999, respectively, reflect, in both periods,
depreciation and amortization, general and administrative expenses, and
interest expense. In the three months ended September 30, 2000, a non-cash
adjustment in the amount of $25,300,000 was recorded to write-down assets to
their estimated fair value in accordance with SFAS No. 121. The increase in
expenses related to the normal operations of the business was $1,264,000
which includes $175,000 in additional depreciation expense from a full
quarter of depreciation for the acquisition made in third quarter 1999 plus
additional depreciation on prior acquisitions and related improvements, a net
increase in general and administrative costs of $268,000 and an increase in
interest expense of $821,000. The net increase in general and administrative
expenses is primarily attributed to (1) an increase in professional fees of
$309,000, (2) a settlement fee of $150,000 paid in the default proceedings to
assume the leasehold of Brentwood Golf & Country Club, (3) an increase in
amortization of loan fees of $114,000 and (4) an increase in Compensation
expense for stock grants of $83,000 and (5) $47,000 in increases in other
miscellaneous expense categories offset by (6) a $435,000 reduction in Wages
& Benefits. Expenses for professional fees include legal, tax, audit,
strategic analysis and other miscellaneous professional services. Interest
expense was $4,851,000 for the three months ended September 30, 2000 compared
to $4,030,000 for the three months ended September 30, 1999 primarily due to
significant increases in interest rates plus an increase of approximately
$4,000,000 in the average balance of outstanding debt for the third quarter
of 2000 versus the third quarter of 1999.
Other Income (Expense) and Interest Income totaled approximately $564,000
and $377,000 for the three months ended September 30, 2000 and 1999,
respectively. Included in Other Income(Expense) for the third quarter of 2000 is
$44,000 of Net Loss from Golf Course operations for Tierra Del Sol. We took over
operations of this Golf Course on February 7, 2000 as a result of the lessee's
default under the Participating Lease. Interest income for the third quarter of
2000 and 1999 was approximately $608,000 and $377,000, respectively. The
increase in interest income is primarily due to interest earned on the land and
clubhouse loans extended in the purchase of the Pete Dye Golf Club on July 28,
2000 and interest earned on the Sandpiper development tract sold in June 1999.
For the three months ended September 30, 2000 and 1999, net (loss)
income was $(14,347,000) and $2,876,000, respectively. The decrease in net
income is primarily the result of the increase in interest expense, together
with the fluctuations in other categories as set forth above.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
For the nine months ended September 30, 2000 and 1999, we received
$42,727,000 and $41,149,000, respectively, in revenue from the Participating
Leases and the Participating Mortgage. The increase in revenues of $1,578,000 is
due to (1) minimum rent increases and additional rent for improvements of
approximately $1,471,000, which equates to approximately
19
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS
a 3% increase period over period, (2) a full nine months of rent and related
revenue from the two Golf Courses acquired in 1999, resulting in $936,000 in
additional revenue, (3) increase in capital expenditure reserve of $179,000 (4)
increase of $38,000 in additional income from the Participating Mortgage,
composed of $308,000 of additional interest reflecting increased principal
outstanding and minimum increases under the Participating Mortgage offset by a
decrease of $270,000 in the amount of straight-line interest income recognized
on the Participating Mortgage These increases were offset by (1) a decrease in
miscellaneous revenue $128,000 from reduced straight-line rents and other
charges billed to lessees and (2) $918,000 in lost rental revenue from the Golf
Courses that we have foreclosed upon in 2000 and whose collateral has been
exhausted.
Expenses totaling $57,824,000 and $28,057,000 for the nine months ended
September 30, 2000 and 1999, respectively, reflect, in both periods,
depreciation and amortization, general and administrative expenses, and
interest expense. In the third quarter of 2000, a non-cash adjustment in the
amount of $25,300,000 was recorded to write-down assets to their estimated
fair value in accordance with SFAS No. 121. The increase in expenses related
to the normal operations of the business was $4,467,000 which reflects a full
nine months of depreciation of $483,000 for the 1999 acquisitions, plus
additional depreciation on prior acquisitions and related improvements of
$1,021,000, a net increase in general and administrative costs of $671,000
and an increase in interest expense of $2,292,000. The net increase in
general and administrative expenses is attributed to (1) an increase in
professional fees of $1,073,000 due to the expenses incurred in the strategic
analysis process, legal fees in the lease default litigation proceedings and
the settlement fee of $150,000 paid in the Brentwood foreclosure, (2) an
increase in amortization of loan fees of $312,000, offset by (3) savings of
approximately $714,000 as a result of the reorganization of the Acquisition
Department that occurred in the fourth quarter of 1999 and reduced spending
in other expense categories. Expenses for professional fees include legal,
tax, audit, strategic analysis and other miscellaneous professional services.
Interest expense was $13,830,000 for the nine months ended September 30, 2000
compared to $11,538,000 for the nine months ended September 30, 1999,
primarily due to the increase of approximately $10,000,000 in the average
balance of outstanding debt for the first three quarters of 2000 versus the
first three quarters of 1999, coupled with significantly higher interest
rates.
Other Income and Interest Income totaled approximately $1,935,000 and
$750,000 for the nine months ended September 30, 2000 and 1999, respectively.
Included in the $1,935,000 is $184,000 of Other Income from the redemption of
collateral from Tierra Del Sol Golf Club that was retained by us through
foreclosure proceedings as a result of the lessee's default on the Participating
Lease. Interest income for the first three quarters of 2000 and 1999 was
approximately $1,770,000 and $750,000, respectively.
For the nine months ended September 30, 2000 and 1999, net (loss) income
was ($8,695,000) and $8,507,000, respectively. The decrease in net income is
primarily the result of lost rental revenue and increased legal expenses from
lessee defaults under Participating Leases in addition to higher interest
expense.
20
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS
LEGAL MATTERS
MYSTIC CREEK GOLF COURSE
It is our intention to continue the eviction action that was
automatically stayed by the bankruptcy court on February 25, 2000 as soon as
legally permissible and to seek to have an evidentiary hearing scheduled as
quickly as possible thereafter to determine the date for the lessee to assume
the Participating Lease (by bringing rent current) or reject the
Participating Lease (which would mean a return of the Golf Course to us). In
accordance with legal requirements the lessee continues to operate the Golf
Course pending the resolution of the pending action and its bankruptcy. As
ordered by the bankruptcy court, the debtor has paid us post-petition rent in
the amount of $85,000 per month, due by the 25th of each month, for the
months of June through September 2000. The discovery phase of the adversary
proceeding is scheduled to be concluded by mid-December and a trial date
should be set for mid-January 2001. The parties have produced documents
pursuant to the discovery process and depositions are underway and should be
concluded by the end of November. The court has scheduled an evidentiary
hearing for November 22, 2000 to set the amount of post-petition rent the
tenant shall be required to pay subsequent to September 2000. Under our
current assumptions, the value of the lessee's collateral securing the
obligations of the defaulting lessee under the Participating Lease is
adequate to cover accrued rent (approximately $1,120,000 through October 31,
2000). No other material developments have occurred in these proceedings
since the filing of our Quarterly Report on Form 10-Q on August 14, 2000.
OSAGE NATIONAL GOLF CLUB
We filed an eviction action against the lessee on May 30, 2000 as a
result of the lessee's default under the Participating Lease. On June 20,
2000, 66,124 OP Units initially pledged as collateral for the Participating
Lease by the prior owner of the Golf Course were redeemed at a total value of
$1,055,190 and applied to past due rent obligations and other accrued
charges. Of this amount, $866,322 was applied to outstanding rent through
June 2000. The balance of $188,779 was accrued to cover legal fees and other
damages associated with these proceedings. No Revenue has been recognized for
this Golf Course subsequent to June 2000. On August 1, 2000, the lessee and
the prior owner of the Golf Course filed suit against us in the United States
District Court, Eastern District of Missouri. The lessee and the prior owner
of the Golf Course allege in their suit that misrepresentations were made
during negotiations for the purchase of the Golf Course that amount to breach
of contract and fraud. As relief, the lessee and the prior owner of the Golf
Course are asking the court to award them the cash value of the OP Units
granted them at the time of the Golf Course purchase as well as treble
damages and other punitive damages, lost profits, costs and rescission of the
Participating Lease.
A trial was scheduled in the eviction action for late October but on October
25, 2000 we, together with the lessee and the previous owner of the Golf
Course, entered into a settlement letter under which the lessee delivered
possession of the Golf Course to us on November 10, 2000 which resolved the
eviction action. We, together with the lessee, are currently negotiating to
execute and deliver an option to the lessee (or its affiliate) to purchase
the Golf Course for $8,000,000 plus an amount equal to our carrying costs of
the Golf Course until the property is sold plus any amount we fund to clear
liens. The option must be exercised on or before February 28, 2001 and the
Golf Course must be sold on or before April 2, 2001. We are also negotiating
as part of the option that the action brought by the previous owner of the
Golf Course against us related to securities matters will be dismissed, with
prejudice, so that no claims will then be outstanding between the parties.
21
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS
No other material developments have occurred in these proceedings since the
filing of our Quarterly Report on Form 10-Q filed on August 14, 2000.
BRENTWOOD GOLF & COUNTRY CLUB
On June 20, 2000, 24,482 OP Units initially pledged as collateral for
the Participating Lease by the prior owner of the Golf Course were redeemed
for a total value of $390,649. This amount plus $343,749, the proceeds from
the redemption of two certificates of deposit also pledged as collateral for
the lessee's obligations under the Participating Lease which were liquidated
on June 14, 2000, were applied to outstanding rent through May 2000, which
totaled $675,415. The balance of $58,978 was accrued to cover legal fees
associated with these proceedings No Revenue has been recognized for this
Golf Course subsequent to May 2000. We have been operating this Golf Course
since October 2, 2000, when the lessee agreed to deliver possession to us as
a part of a settlement of claims. We had previously filed an eviction action
and the lessee filed a counterclaim alleging certain defenses and claims
against us. All of the lawsuits were dismissed, with prejudice, as of October
2, 2000. As consideration for the lessee delivering possession of the Golf
Course to us, we agreed to pay $150,000 and purchase inventories and accounts
receivable. No other material developments have occurred in these proceedings
since the filing of our Quarterly Report on Form 10-Q on August 14, 2000.
PALM DESERT COUNTRY CLUB
We have been operating this Golf Course since September 5, 2000, when
the tenant agreed to deliver possession of the Golf Course to us pursuant to
a settlement arrangement with the lessee and previous owner of the Golf
Course based on such lessee's default under the Participating Lease. On
September 5, 2000, we redeemed 32,986 OP Units initially pledged as
collateral for the Participating Lease by the prior owner of the Golf course
for a total value of $460,784. Of this amount, $246,651 was applied to
outstanding rent through August 2000 and the balance was applied to accrued
legal fees incurred during this litigation and to outstanding payables
assumed in the settlement agreement. On September 20, 2000, we entered into a
letter of intent with Sunterra Golf to sell the Golf Course to them (or an
affiliate) for $4,500,000. On October 10, 2000, we and Pacific Golf
Enterprises LLC, an affiliate of Sunterra Golf, entered into a Purchase and
Sale Agreement whereby Pacific Golf Enterprises LLC agreed to purchase the
Golf Course for $4,500,000 within 60 days after the end of the due diligence
period. The due diligence period is expected to expire on or before November
30, 2000; therefore, a closing is expected to occur on or before January 31,
2001. This asset sale is being pursued in accordance with our original 2000
business plan in the normal course of business and is not subject to
shareholder approval.
We can not be certain whether this Golf Course will be sold in
accordance with the terms of the applicable Purchase and Sale Agreement or
otherwise, or whether if such closing occurs that the closing will occur
within the agreed-upon time frame.
TIERRA DEL SOL GOLF CLUB
We have been operating this Golf Course since February 7, 2000 when the
lessee was evicted after we took possession resulting from its material
default under the Participating Lease. OP Units initially pledged as
collateral for the lessees' performance of its obligations under the
Participating Lease by the former lessee of the Golf Course have been
redeemed and were applied to past due rent obligations and other accrued
charges. The remaining collateral balance of $184,000 (equivalent to
approximately five months of base rent) was recognized as Other Income in the
first quarter of 2000. The 90-day grace period allowed by the Internal
Revenue Service during which the Gross Golf Course Revenues are qualifying
income for REIT tax purposes expired on May 6, 2000; therefore, Gross Golf
Course Revenues subsequent to this date will be disqualified for REIT tax
purposes.
22
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS
WEKIVA GOLF CLUB/SWEETWATER COUNTRY CLUB
We, together with Diamond Players Club, L.C., an affiliate of the tenants
at the Sweetwater and Wekiva Golf Courses, entered into a Purchase and Sale
Agreement dated October 10, 2000 in which, Diamond Players Club, L.C. agreed to
purchase the Golf Courses for $10,000,000. The closing is scheduled to take
place on or before December 15, 2000 During the period up until December 15,
2000, we have agreed to defer receipt of rent due under these Participating
Leases. The Purchase and Sale Agreement contemplates that if the transaction
does not close on or before December 15, 2000, the tenant is then required to
conform all lease obligations and forfeits his $100,000 deposits. This asset
sale is being pursued in accordance with our original 2000 business plan in
the normal course of business and is not subject to shareholder approval.
We can not be certain whether these Golf Courses will be sold in
accordance with the terms of the applicable Purchase and Sale Agreements or
otherwise, or whether if such closings occur that the closings will occur
within the agreed-upon time frames.
METAMORA GOLF & COUNTRY CLUB
On September 15, 2000, we filed an eviction action against the tenant in
the District Court of Lapeer County, Michigan as a result of the lessee's
default under the Participating Lease. On September 25, 2000, we redeemed
10,169 Preferred OP Units initially pledged as collateral for the
Participating Lease by the prior owner of the Golf course for a total value
of $140,842. Of this amount, $133,960 was applied to outstanding rent through
August 2000 and the balance was applied to accrued legal fees incurred during
this litigation. We also filed separate actions in the Circuit Court for
Oakland County against Detroit Mortgage & Realty Company (DM&R) as a result
of its failure to make payment upon the presentment of a letter of credit,
and against the principals of DM&R and Total Golf, Inc , the lessee, for
fraud. On October 19, 2000, we, together with the tenant, entered into a
settlement agreement in which we have agreed to sell the Golf Course to the
tenant for $5,570,000 less amounts held as capital replacement reserves
escrowed at the closing of the original transaction. The closing of this
transaction is scheduled for January 19, 2001. This asset sale is being
pursued in accordance with our original 2000 business plan in the normal
course of business and is not subject to shareholder approval. If the tenant
fails to purchase the Golf Course on or before January 19, 2001, the tenant
agrees to deliver quiet possession of the property to us within ten days
thereafter. We together with the tenant are in the process of finalizing a
Purchase and Sale Agreement and documentation related to the dismissal of the
Circuit Court lawsuits as well as the tenant's stipulation in the eviction
action that possession will be delivered to us as described above.
We can not be certain whether this Golf Course will be sold in
accordance with the terms of the applicable Purchase and Sale Agreement or
otherwise, or whether if such closing occurs that the closing will occur
within the agreed-upon time frame.
OTHER INFORMATION
We are currently in discussions with certain of our lessees, namely
those lessees of Sandpiper, Innisbrook and Legends Golf Courses, regarding
certain terms and conditions of the their applicable Participating Lease and
related documents to ascertain the lessees' compliance with their
Participating Lease and related obligations.
23
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY
Cash flow from operating activities for the nine months ended September
30, 2000 and 1999 was $23,217,000 and $18,733,000, respectively. This
reflects net income, plus non-cash charges to income for depreciation, loan
cost amortization, income applicable to minority interest, restricted stock
compensation amortization, straight line rents and interest, and working
capital changes.
Our investing activities reflect golf course improvements and capital
replacement reserve costs of $2,987,000 for the first nine months of 2000
compared to $21,049,000 for the first nine months of 1999. The 2000 improvements
consisted primarily of $627,000 invested in Cypress Creek Golf Club, $751,000
invested at Cooks Creek to replace assets destroyed in the fire last year,
$624,000 invested in Eagle Ridge for capital replacements, $185,000 invested at
Sandpiper, plus $800,000 invested in miscellaneous improvements, replacements
and capitalized costs among the other Golf Courses. The investments made in the
first nine months of 1999 included the $3,300,000 acquisition of an additional
nine holes at Northgate Country Club, the cash portion of the purchase of the
Metamora Golf Course for $5,000,000, the cash portion of the purchase of the
Pete Dye Golf Course of $4,000,000, the cash portion of the Olde Atlanta
re-capitalization of $293,000 and approximately $3,600,000 for improvements at
Eagle Ridge and other Golf Courses.
During the first nine months of 2000, our financing activities netted to
a use of cash of $19,460,000. We borrowed $2,000,000 under the unsecured line
of credit, paid loan fees of $233,000 related to the six-month extension of
the unsecured line of credit, made new officer loans of $226,000, paid
principle payments on the note payable of $249,000, paid $31,000 in fees
associated with the 1999 issuance of Preferred Stock and paid dividends and
partner distributions of $18,497,000 net of a $45,000 equity adjustment for
one partner. In addition, $2,269,000 in financing activities resulted from
the foreclosure of OP Unit collateral securing the lessees' performance under
Participating Leases. Included in this amount is $184,000 in Other Income,
which was OP Unit value in excess of the outstanding obligations
(approximately 10,555 OP Units) of Tierra Del Sol Golf Club. This compares to
net cash provided by financing activities of $7,874,000 for the first nine
months of 1999 During that period, we sold 800,000 of our Series A preferred
shares for gross proceeds of $20,000,000, net of associated costs of
$878,000. With the net proceeds together with net borrowings on the line of
credit of $7,775,000, we repaid notes of $5,245,000, paid loans costs
associated with the amendment and restatement of the credit facility of
$1,508,000, made new officer loans of $1,341,000 redeemed OP Units of
$2,814,000, and paid dividends and partner distributions of $18,115,000 for
the nine months ended September 30, 1999. In addition, we had $10,000,000 in
proceeds from new debt associated with the purchase of the Pete Dye Golf Club.
FINANCING AND CAPITAL RESOURCES
In April 1999, we amended and restated our unsecured Revolving Credit
Facility ("Credit Facility") to increase the borrowing capacity to $200.0
million with a consortium of banks led by Bank of America, as lead agent. We
pay interest-only on the Credit Facility, with the principal balance due in
April 2002. Borrowings typically bear interest at an adjusted Eurodollar rate
plus an applicable margin. The applicable margin (between 1.50% and 2.00%) is
subject to adjustment based upon certain leverage ratios. At September 30,
2000, all amounts outstanding under the Credit Facility were based on the
Eurodollar rate and a margin of 1.75% for an average interest rate of 8.1%
per annum.
The Credit Facility availability is limited to an unencumbered pool
calculation, including a 20% limitation for working capital needs Financial
covenants include net worth, liquidity and cash flow covenants, among others.
Non-financial covenants include restrictions on loans outstanding,
construction-in-progress, loan to officers and changes in the Board of
Directors, among others. At the present time, the value of our unencumbered
pool does not satisfy the 175% coverage requirement in our Credit Facility
agreement due to the fact that three properties were excluded from our
unencumbered pool in the third quarter. One as a result of a material default
under the applicable Participating Lease and two for failing the Gross Golf
Revenue test as set forth in the Credit Facility agreement. In addition, we
did not meet the required Interest Coverage ratio this quarter which resulted
in a financial covenant violation. As a result of this coverage deficit, we
are currently in violation of our Credit Facility covenants but have met with
the Administrative Agent for our Banking Syndicate and are negotiating a
covenant waiver. We can provide no assurance that we will obtain any final
agreement which will provide relief under the Credit Facility or that the
performance of other lessees under Participating Leases will not also trigger
covenant violations.
24
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS
In addition to the amended and restated Credit Facility, on April 6,
1999, we also obtained a $25.0 million unsecured line of credit from Bank of
America. The rates, covenants, conditions and other material provisions are
essentially the same as the Credit Facility, except for the term, which was
one year with an expiration date of April 1, 2000. In March of 2000, a
six-month extension was granted with a new maturity date of October 1, 2000.
On October 1, 2000, the amount was reduced from $25.0 million to $10.0
million and extended to March 31, 2001. The extension was granted with the
same pricing that was in effect under the original line plus a 3/4% up-front
commitment fee.
We have on file with the Securities and Exchange Commission a universal
shelf registration statement relating to the issuance of debt securities, common
stock or preferred stock as well as re-sales of securities issued upon
redemption of certain OP Units by their holders, with a remaining availability
of approximately $280.0 million minus any registered re-sales by OP Units
holders. The exact amount of debt, common stock or preferred stock issued will
depend on acquisitions, asset sales, our unsecured debt and preferred stock
ratings, and the general interest rate environment.
25
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
We consider Funds From Operations ("FFO") as an appropriate measure of
performance of an equity REIT In accordance with the resolution adopted by
the Board of Governors of the National Association of Real Estate Investment
Trusts, Inc. ("NAREIT"), FFO represents net income (loss) (computed in
accordance with generally accepted accounting principles ("GAAP")), excluding
gains (or losses) from debt restructuring or sales of property, plus
depreciation of real property, and after adjustments for unconsolidated
partnership and joint ventures. The depreciation that is added back in this
calculation is net of the depreciation expense for corporate assets. FFO
should not be considered as an alternative to net income or other
measurements under GAAP as an indicator of operating performance or to cash
flows from operating investing or financial activities as a measure of
liquidity. FFO does not reflect working capital changes, cash expenditures
for capital improvements or principal payments on indebtedness. We believe
that FFO is helpful to investors as a measure of the performance of an equity
REIT, because along with cash flows from operating activities, financing
activities and investing activities, it provides investors with an
understanding of our ability to incur and service debt and make capital
expenditures. Compliance with the NAREIT definition of FFO is voluntary.
Accordingly, our calculation of funds from operations in accordance with the
NAREIT definition may be different than similarly titled measures used by
other REITs.
Cash available for distribution ("CAD") is defined as FFO less capital
expenditures funded by operations and straight line rent and interest payments.
We believe that in order to facilitate a clear understanding of our consolidated
historical operating results, FFO and CAD should be examined in conjunction with
net income as presented in the consolidated financial statements and data
included elsewhere in this report.
FFO and CAD for the three months ended September 30, 2000 and 1999 presented on
a historical basis are summarized in the following table:
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
----------------------------------------
(UNAUDITED) (UNAUDITED)
(Loss) Income before minority interest ..................... $(22,036) $ 4,661
Write-down of certain assets to estimated fair value ....... 25,300 --
Depreciation and amortization for real estate assets ....... 4,474 4,297
---------------------------------------
Funds from operations (FFO) ................................ 7,738 8,468
Preferred dividends ..................................... (463) (463)
Preferred distributions ................................. (30) (27)
---------------------------------------
FFO available to common stockholders &
OP unit holders ....................................... 7,245 8,468
Adjustments:
Non-cash mortgage interest and rent ...................... (82) (232)
Capital expenditure reserve .............................. (657) (623)
---------------------------------------
Cash available for distribution to common stockholders
and OP unit holders ........................................ $ 6,506 $ 7,613
=======================================
26
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
Non-cash mortgage and rent interest revenue represents the difference
between revenue on the Participating Mortgage that we report in accordance with
GAAP and the actual cash payment that we receive. The Participating Leases
generally require the Operating Partnership to reserve annually between 2.0% and
5.0% of the gross golf revenues of the Golf Courses to fund a capital
replacement reserve. The lessees are obligated to fund any capital expenditures
in excess of such amounts.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have not entered into any transactions using derivative commodity
instruments We are subject to market risk associated with changes in interest
rates. Prior to the expiration of our interest rate swap agreement on March 27,
2000, our interest rate exposure was primarily limited to our $135.9 million of
debt outstanding as of that date that was priced at floating interest rates. As
of the date of this filing, we have not entered into a new interest rate swap
agreement; therefore, the total outstanding debt subject to interest rate
exposure is $212.7 million. A 25 basis point movement in the interest rate on
the floating rate debt would result in an approximate $532,000 annualized
increase or decrease in interest expense and cash flows. The remaining debt is
fixed rate debt Reference is made to Item 2 and Note 5 of Item 1 for additional
debt information.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Owners and operators of golf courses are subject to a variety of legal
proceedings arising in the ordinary course of operating a golf course, including
proceedings relating to personal injury and property damage. Such proceedings
are generally brought against the operator of a golf course, but may also be
brought against the owner. The Participating Leases provide that each Lessee is
responsible for claims based on personal injury and property damage at the Golf
Courses which are leased and require each lessee to maintain insurance for such
purposes.
MYSTIC CREEK GOLF COURSE
It is our intention to continue the eviction action that was
automatically stayed by the bankruptcy court on February 25, 2000 as soon as
legally permissible and to seek to have an evidentiary hearing scheduled as
quickly as possible thereafter to determine the date for the lessee to assume
the Participating Lease (by bringing rent current) or reject the
Participating Lease (which would mean a return of the Golf Course to us). In
accordance with legal requirements the lessee continues to operate the Golf
Course pending the resolution of the pending action and its bankruptcy. As
ordered by the bankruptcy court, the debtor has paid us post-petition rent in
the amount of $85,000 per month, due by the 25th of each month, for the
months of June through September 2000. The discovery phase of the adversary
proceeding is scheduled to be concluded by mid-December and a trial date
should be set for mid-January 2001. The parties have produced documents
pursuant to the discovery process and depositions are underway and should be
concluded by the end of November. The court has scheduled an evidentiary
hearing for November 22, 2000 to set the amount of post-petition rent the
tenant shall be required to pay subsequent to September 2000. Under our
current assumptions, the value of the lessee's collateral securing the
obligations of the defaulting lessee under the Participating Lease is
adequate to cover accrued rent (approximately $1,120,000 through October 31,
2000). No other material developments have occurred in these proceedings
since the filing of our Quarterly Report on Form 10-Q on August 14, 2000.
27
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
OSAGE NATIONAL GOLF CLUB
We filed an eviction action against the lessee on May 30, 2000 as a
result of the lessee's default under the Participating Lease. On June 20,
2000, 66,124 OP Units initially pledged as collateral for the Participating
Lease by the prior owner of the Golf Course were redeemed at a total value of
$1,055,190 and applied to past due rent obligations and other accrued
charges. Of this amount, $866,322 was applied to outstanding rent through
June 2000. The balance of $188,779 was accrued to cover legal fees and other
damages associated with these proceedings. No Revenue has been recognized for
this Golf Course subsequent to June 2000. On August 1, 2000, the lessee and
the prior owner of the Golf Course filed suit against us in the United States
District Court, Eastern District of Missouri. The lessee and the prior owner
of the Golf Course allege in their suit that misrepresentations were made
during negotiations for the purchase of the Golf Course that amount to breach
of contract and fraud. As relief, the lessee and the prior owner of the Golf
Course are asking the court to award them the cash value of the OP Units
granted them at the time of the Golf Course purchase as well as treble
damages and other punitive damages, lost profits, costs and rescission of the
Participating Lease. A trial was scheduled in the eviction action for late
October but on October 25, 2000 we, together with the lessee and the previous
owner of the Golf Course, entered into a settlement letter under which the
lessee delivered possession of the Golf Course to us on November 10, 2000
which resolved the eviction action. We, together with the lessee, are
currently negotiating to execute and deliver an option to the lessee (or its
affiliate) to purchase the Golf Course for $8,000,000 plus an amount equal to
our carrying costs of the Golf Course until the property is sold plus any
amount we fund to clear liens. The option must be exercised on or before
February 28, 2001 and the Golf Curse must be sold on or before April 2, 2001.
We are also negotiating as part of the option that the action brought by the
previous owner of the Golf Course against us related to securities matters
will be dismissed, with prejudice, so that no claims will then be outstanding
between the parties.
No other material developments have occurred in these proceedings since the
filing of our Quarterly Report on Form 10-Q filed on August 14, 2000.
BRENTWOOD GOLF & COUNTRY CLUB
On June 20, 2000, 24,482 OP Units initially pledged as collateral for
the Participating Lease by the prior owner of the Golf Course were redeemed
for a total value of $390,649. This amount plus $343,749, the proceeds from
the redemption of two certificates of deposit also pledged as collateral for
the lessee's obligations under the Participating Lease which were liquidated
on June 14, 2000, were applied to outstanding rent through May 2000, which
totaled $675,415. The balance of $58,978 was accrued to cover legal fees
associated with these proceedings. No Revenue has been recognized for this
Golf Course subsequent to May 2000. We have been operating this Golf Course
since October 2, 2000, when the lessee agreed to deliver possession to us as
a part of a settlement of claims. We had previously filed an eviction action
and the lessee filed a counterclaim alleging certain defenses and claims
against us. All of the lawsuits were dismissed, with prejudice, as of October
2, 2000. As consideration for the lessee delivering possession of the Golf
Course to us, we agreed to pay $150,000 and purchase inventories and accounts
receivable. No other material developments have occurred in these proceedings
since the filing of our Quarterly Report on Form 10-Q on August 14, 2000.
PALM DESERT COUNTRY CLUB
We have been operating this Golf Course since September 5, 2000, when
the tenant agreed to deliver possession of the Golf Course to us pursuant to
a settlement arrangement with the lessee and previous owner of the Golf
Course based on such lessee's default under the Participating Lease. On
September 5, 2000, we redeemed 32,986 OP Units initially pledged as
collateral for the Participating Lease by the prior owner of the Golf
28
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
course for a total value of $460,784. Of this amount, $246,651 was applied to
outstanding rent through August 2000 and the balance was applied to accrued
legal fees incurred during this litigation and to outstanding payables
assumed in the settlement agreement. On September 20, 2000, we entered into a
letter of intent with Sunterra Golf to sell the Golf Course to them (or an
affiliate) for $4,500,000 On October 10, 2000, we and Pacific Golf
Enterprises LLC, an affiliate of Sunterra Golf, entered into a Purchase and
Sale Agreement whereby Pacific Golf Enterprises LLC agreed to purchase the
Golf Course for $4,500,000 within 60 days after the end of the due diligence
period. The due diligence period is expected to expire on or before November
30, 2000; therefore, a closing is expected to occur on or before January 31,
2001. This asset sale is being pursued in accordance with our original 2000
business plan in the normal course of business and is not subject to
shareholder approval.
We can not be certain whether this Golf Course will be sold in
accordance with the terms of the applicable Purchase and Sale Agreement or
otherwise, or whether if such closing occurs that the closing will occur
within the agreed-upon time frame.
TIERRA DEL SOL GOLF CLUB
We have been operating this Golf Course since February 7, 2000 when the
lessee was evicted after we took possession resulting from its material
default under the Participating Lease. OP Units initially pledged as
collateral for the lessees' performance of its obligations under the
Participating Lease by the former lessee of the Golf Course have been
redeemed and were applied to past due rent obligations and other accrued
charges. The remaining collateral balance of $184,000 (equivalent to
approximately five months of base rent) was recognized as Other Income in the
first quarter of 2000. The 90-day grace period allowed by the Internal
Revenue Service during which the Gross Golf Course Revenues are qualifying
income for REIT tax purposes expired on May 6, 2000; therefore, Gross Golf
Course Revenues subsequent to this date will be disqualified for REIT tax
purposes.
WEKIVA GOLF CLUB/SWEETWATER COUNTRY CLUB
We, together with Diamond Players Club, L.C., an affiliate of the
tenants at the Sweetwater and Wekiva Golf Courses, entered into a Purchase
and Sale Agreement, dated October 10, 2000, in which Diamond Players Club
L.C. agreed to purchase the Golf Courses for $10,000,000. The closing is
scheduled to take place on or before December 15, 2000 During the period up
until December 15, 2000, we have agreed to defer receipt of rent due under
these Participating Leases. The Purchase and Sale Agreement contemplates that
if the transaction does not close on or before December 15, 2000. This asset
sale is being pursued in accordance with our original 2000 business plan in
the normal course of business and is not subject to shareholder approval.
We can not be certain whether these Golf Courses will be sold in
accordance with the terms of the applicable Purchase and Sale Agreements or
otherwise, or whether if such closings occur that the closings will occur
within the agreed-upon time frames.
METAMORA GOLF & COUNTRY CLUB
On September 15, 2000, we filed an eviction action against the tenant in
the District Court of Lapeer County, Michigan as a result of the lessee's
default under the Participating Lease. On September 25, 2000, we redeemed
10,169 Preferred OP Units initially pledged as collateral for the
Participating Lease by the prior owner of the Golf course for a total value
of $140,842. Of this amount, $133,960 was applied to outstanding rent through
August 2000 and the balance was applied to accrued legal fees incurred during
this litigation. We also filed separate actions in the Circuit Court for
Oakland County against Detroit Mortgage & Realty Company (DM&R) as a result
of its failure to make payment upon the presentment of a letter of credit,
and against the principals of DM&R and Total Golf, Inc., the lessee, for
fraud. On October 19, 2000, we, together with the tenant, entered into a
settlement agreement in which we have agreed to sell the Golf Course to the
tenant for $5,570,000 less amounts held as capital replacement reserves
escrowed at the closing of the original transaction. The closing of this
transaction is scheduled for January 19, 2001. This asset sale is being
pursued in accordance with our original 2000 business plan in the normal
course of business and is not subject to shareholder approval. If the tenant
fails to purchase the Golf Course on or before January 19, 2001, the tenant
agrees to deliver quiet possession of the property to us within ten days
thereafter. We together with the tenant are in the process of finalizing a
Purchase and Sale Agreement and documentation related to the dismissal of the
Circuit Court lawsuits as well as the tenant's stipulation in the eviction
action that possession will be delivered to us as described above.
This asset sale is being pursued in accordance with our original 2000
business plan in the normal course of business and is not subject to
shareholder approval.
We cannot be certain whether this Golf Course will be sold in accordance with
the terms of the applicable Purchase and Sale Agreement or otherwise, or
whether if such closing occurs that the closing will occur within the
agreed-upon time frame.
OTHER INFORMATION
We are currently in discussions with certain of our lessees, namely
those lessees of Sandpiper, Innisbrook and Legends Golf Courses, regarding
certain terms and conditions of the their applicable Participating Lease and
related documents to ascertain the lessees' compliance with their
Participating Lease and related obligations.
29
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
30
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Credit Facility availability is limited to an unencumbered pool
calculation, including a 20% limitation for working capital needs. Financial
covenants include net worth, liquidity and cash flow covenants, among others.
Non-financial covenants include restrictions on loans outstanding,
construction-in-progress, loans to officers and changes in the Board of
Directors, among others. At the present time, the value of our unencumbered
pool does not satisfy the 175% coverage requirement in our Credit Facility
agreement due to the fact that three properties were excluded from our
unencumbered pool in the third quarter. One as a result of a material default
under the applicable participating lease and two for failing the Gross Golf
Revenue test as set forth in the Credit Facility agreement. In addition, we
did not meet the required Interest Coverage ratio this quarter which resulted
in a financial covenant violation. As a result of this coverage deficit and
the shortfall of the interest coverage ratio, we are currently in violation
of our Credit Facility covenants but have met with the Administrative Agent
for our Banking Syndicate and are negotiating and are negotiating a covenant
waiver. We can provide no assurance that we will obtain any final agreement
which will provide relief under the Credit Facility or that the performance
of other lessees under Participating Leases will not also trigger covenant
violations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
No matters were submitted to a vote of security holders during the
three months ended September 30, 2000.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended September 30, 2000, we filed a report on
Form 8-K, dated September 28, 2000, describing under Item 5 the
conclusion of our analysis of strategic alternatives process
The following exhibits are part of this quarterly report on Form 10-Q for
the quarterly period ended September 30, 2000 (and are numbered in accordance
with Item 601 of Regulation S-K) Items marked with an asterisk
(*) are filed herewith.
31
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
NO DESCRIPTION
3.1.1 Articles of Amendment and Restatement of the Company, as filed
with the State Department of Assessments and Taxation of
Maryland on January 31, 1997, (previously filed as Exhibit
3.1A to the Company's Registration Statement on Form S-11
(Commission File No. 333-15965) Amendment No. 2 (filed January
30, 1997) and incorporated herein by reference).
3.1.2 Articles of Amendment of the Company, as filed with the State
Department of Assessments and Taxation of Maryland on June 9,
1998 (previously filed as Exhibit 3.2B to the Company's
Quarterly Report on Form 10-Q, filed August 14, 1998 and
incorporated herein by reference).
3.2.1 Articles Supplementary of the Company relating to the Series A
Preferred Stock, as filed with the State Department of
Assessments and Taxation of the State of Maryland on April 2,
1999 (previously filed as Exhibit 3.1 to the Company's Current
Report on Form 8-K, filed April 13, 1999, and incorporated
herein by reference).
3.2.2 Articles Supplementary of the Company relating to the Series B
Junior Participating Preferred Stock, as filed with the State
Department of Assessments and Taxation of the State of
Maryland on August 27, 1999 (previously filed as Exhibit 3.1
to the Company's Current Report on Form 8-K, filed August 30,
1999, and incorporated herein by reference).
3.3 Bylaws of the Company, as amended by the Board of Directors on
February 16, 1998 and as currently in effect (previously filed
as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q,
filed May 15, 1998 and incorporated herein by reference).
4.1 Form of Share Certificate for the Common Stock (previously
filed as Exhibit 4.3 to the Company's Current Report on Form
8-K, filed August 30, 1999, and incorporated herein by
reference)
4.2 Form of Share Certificate for the Series A Preferred Stock
(previously filed as Exhibit 3.2 to the Company's Current
Report on Form 8-K, filed April 13, 1999, and incorporated
herein by reference).
4.3 Shareholder Rights Agreement, by and between the Company and
ChaseMellon Shareholder Services, L.L.C., as rights agent,
dated August 24, 1999 (previously filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K, filed August 30, 1999,
and incorporated herein by reference).
10.1.1 First Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement") of Golf Trust of America, L.P.
(the "Operating Partnership"), dated February 12, 1997
(previously filed as Exhibit 10.1 to the Company's Annual
Report on Form 10-K, filed March 31, 1997, and incorporated
herein by reference).
10.1.2 First Amendment to the Partnership Agreement, dated as of
February 1, 1998 (previously filed as Exhibit 10.0.2 to the
Company's Annual Report on Form 10-K, filed March 31, 1998,
and incorporated herein by reference).
10.1.3* Exhibit A to the Partnership Agreement (Schedule of
Partnership Interests), as revised through March 22, 2000
(previously filed as Exhibit 10.1.3 to the Company's Annual
Report on Form 10-K, filed March 30, 2000.
32
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
10.1 4 Designation of Class B Common OP Units of the Operating
Partnership, dated February 1, 1998, which has been added as
the first entry in Exhibit D to the Partnership Agreement
(included within the First Amendment to the Partnership
Agreement, which was previously filed as Exhibit 10.1.2 to the
Company's Annual Report on Form 10-K, filed March 31, 1998,
and incorporated herein by reference).
10.1.5 Designation of Series A Preferred OP Units of the Operating
Partnership, dated April 2, 1999, which has been added to
Exhibit D to the Partnership Agreement (previously filed as
Exhibit 10.3 to the Company's Current Report on Form 8-K,
filed April 13, 1999, and incorporated herein by reference).
10.1.6 Designation of Series B Preferred OP Units of the Operating
Partnership, dated May 11, 1999, which has been added to
Exhibit D to the Partnership Agreement (previously filed as
Exhibit 10.1.6 to the Company's Annual Report on Form 10-K,
filed March 30, 2000, and incorporated herein by reference).
10.1.7 Designation of Series C Preferred OP Units of the Operating
Partnership, dated July 28, 1999, which has been added to
Exhibit D to the Partnership Agreement (previously filed as
Exhibit 10.1.7 to the Company's Annual Report on Form 10-K,
filed March 30, 2000, and incorporated herein by reference).
10.2.1 Credit Agreement, dated as of June 20, 1997, by and among
Golf Trust of America, L.P., as Borrower, Golf Trust of
America, Inc., GTA GP, Inc and GTA LP, Inc , as Guarantors,
the Lenders referred to therein, and NationsBank N A , as
Agent (previously filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K, dated June 20, 1997 and filed
August 12, 1997, and incorporated herein by reference).
10.2.2. Amended and Restated Credit Agreement, dated as of July 8,
1998, by and among Golf Trust of America, L.P., as Borrower,
Golf Trust of America, Inc., GTA GP, Inc and GTA LP, Inc , as
Guarantors, the Lenders referred to therein, and NationsBank
N.A., as Agent (previously filed as Exhibit 10.2.2 to the
Company's Amended Annual Report on Form 10-K/A, filed April 1,
1999, and incorporated herein by reference).
10.2.3 Amended and Restated Credit Agreement, dated as of March
31, 1999, by and among Golf Trust of America, L.P., as
Borrower, Golf Trust of America, Inc., GTA GP, Inc and GTA LP,
Inc , as Guarantors, the Lenders referred to therein,
NationsBank, N A , as Administrative Agent, First Union
National Bank as Syndication Agent, and BankBoston, N A , as
Documentation Agent (previously filed as Exhibit 10.2.3 to the
Company's Annual Report on Form 10-K, filed March 30, 2000,
and incorporated herein by reference).
10.3.1 Credit Agreement, dated as of March 31, 1999, by and among
Golf Trust of America, L.P., as Borrower, Golf Trust of
America, Inc., GTA GP, Inc.and GTA LP, Inc., as Guarantors,
the Lenders referred to therein, and NationsBank, N.A., as
Administrative Agent for the Lenders (previously filed as
Exhibit 10.3 to the Company's Annual Report on Form 10-K,
filed March 30, 2000, and incorporated herein by reference).
10.3.2* First Amendment to and Restatement of Amended and Restated
Credit Agreement, dated as of April 6, 2000, by and among
Golf Trust of America, L.P., as Borrower, Golf Trust of
America, Inc., GTA GP, Inc., GTA LP, Inc., and
Sandpiper-Golf Trust, LLC, as Guarantors, the Lenders
referred to therein, Bank of America, N.A. as Lender and
Administrative Agent for the Lenders.
10.3.3* Amendment to and Restatement of Credit Agreement, dated as
of October 1, 2000, by and among Golf Trust of America,
L.P., as Borrower, Golf Trust of America, Inc., GTA GP,
Inc., GTA LP, Inc., and Sandpiper-Golf Trust, LLC, as
Guarantors, the Lenders referred to therein, Bank of
America, N.A. as Lender and Administrative Agent for the
Lenders.
10.4 Loan Agreement, dated as of June 20, 1997, by and between Golf
Host Resorts, Inc., as Borrower, and Golf Trust of America,
L.P., as Lender (previously filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K, dated June 20, 1997 and
filed August 12, 1997, and incorporated herein by reference).
10.5 1997 Non-Employee Directors' Plan of the Company (previously
filed as Exhibit 10.7 to the Company's Registration Statement
on Form S-11 (Commission File No.333-15965) Amendment No 1
(filed January 15, 1997) and incorporated herein by
reference).
33
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
10.6 1997 Stock Incentive Plan (the "Original 1997 Plan") of the
Company (previously filed as Exhibit 10.6 to the Company's
Registration Statement on Form S-11 (Commission File No
333-15965) Amendment No.1 (filed January 15, 1997) and
incorporated herein by reference).
10.7 1997 Stock-Based Incentive Plan of the Company (the "New
1997 Plan") (previously filed as Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q (Commission File No.000-22091),
filed August 15, 1997, and incorporated herein by reference).
10.8 Form of Nonqualified Stock Option Agreement for use under
the New 1997 Plan (previously filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q (Commission File No.
000-22091), filed August 15, 1997, and incorporated herein by
reference).
10.9 Form of Employee Incentive Stock Option Agreement for use
under the New 1997 Plan (previously filed as Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q (Commission File
No.000-22091), filed August 15, 1997, and incorporated herein
by reference).
10.10 General Provisions Applicable to Restricted Stock Awards
Granted Under the New 1997 Plan (previously filed as Exhibit
10.14 to the Company's Registration Statement on Form S-11
(Commission File No. 333-36847), dated September 30, 1997 and
filed as of October 1, 1997, and incorporated herein by
reference).
10.11 Form of Restricted Stock Award Agreement for use under the
New 1997 Plan (previously filed as Exhibit 10.15 to the
Company's Registration Statement on Form S-11 (Commission File
No 333-36847), dated September 30, 1997 and filed as of
October 1, 1997, and incorporated herein by reference).
10.12 1998 Stock-Based Incentive Plan of the Company (previously
filed as Exhibit A to the Company's definitive Proxy
Statement, dated April 1, 1999 and filed March 29, 1999, and
incorporated herein by reference).
10.13 Employee Stock Purchase Plan of the Company (previously
filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-8 (Commission File No 333-46659), filed February 20,
1998, and incorporated herein by reference).
10.14 Subscription Agreement for use with the Employee Stock
Purchase Plan (previously filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (Commission File
No 333-46659), filed February 20, 1998, and incorporated
herein by reference).
10.15 First Amended and Restated Employment Agreement between the
Company and W Bradley Blair, II, dated November 7, 1999
(previously filed as Exhibit 10.15 to the Company's Annual
Report on Form 10-K, filed March 30, 2000, and incorporated
herein by reference).
10.16 Second Amended and Restated Employment Agreement between the
Company and Scott D Peters, dated November 7, 1999
(previously filed as Exhibit 10.16 to the Company's Annual
Report on Form 10-K, filed March 30, 2000, and incorporated
herein by reference).
10.17 Stock Purchase Agreement, dated April 2, 1999, by and among
Golf Trust of America, Inc., Golf Trust of America, L.P., GTA
GP, Inc., GTA LP, Inc and AEW Targeted Securities Fund, L.P.
(previously filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K, filed April 13, 1999, and incorporated
herein by reference).
10.18 Registration Rights Agreement, dated April 2, 1999, by and
between Golf Trust of America, Inc and AEW Targeted
Securities Fund, L.P. (previously filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K, filed April 13, 1999,
and incorporated herein by reference).
34
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
21.1* List of Subsidiaries of the Company (previously filed as
Exhibit 21.1 to the Company's Annual Report on Form 10-K,
filed March 30, 2000).
27.1* Financial Data Schedule
35
GOLF TRUST OF AMERICA, INC
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
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 TRUST OF AMERICA, INC., registrant
By: /s/ W. Bradley Blair, II
-----------------------------------
W. Bradley Blair, II
President and Chief
Executive Officer
/s/ W. Bradley Blair, II 11/14/00
- --------------------------------------- -------
W. Bradley Blair, II Date
President, Chief Executive Officer and
Chairman of the Board of Directors
/S/ Scott D. Peters 11/14/00
- --------------------------------------- --------
Scott D. Peters Date
Senior Vice President and
Chief Financial Officer
36
GOLF TRUST OF AMERICA, INC
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index
immediately precedes the exhibits.
The following exhibits are part of this Quarterly Report on Form 10-Q (and
are numbered in accordance with Item 601 of Regulation S-K). Items marked with
an asterisk (*) are filed herewith.
NO DESCRIPTION
3.1.1 Articles of Amendment and Restatement of the Company, as filed
with the State Department of Assessments and Taxation of
Maryland on January 31, 1997, (previously filed as Exhibit
3.1A to the Company's Registration Statement on Form S-11
(Commission File No. 333-15965) Amendment No. 2 (filed January
30, 1997) and incorporated herein by reference).
3.1.3 Articles of Amendment of the Company, as filed with the State
Department of Assessments and Taxation of Maryland on June 9,
1998 (previously filed as Exhibit 3.2B to the Company's
Quarterly Report on Form 10-Q, filed August 14, 1998 and
incorporated herein by reference).
3.2.1 Articles Supplementary of the Company relating to the Series A
Preferred Stock, as filed with the State Department of
Assessments and Taxation of the State of Maryland on April 2,
1999 (previously filed as Exhibit 3.1 to the Company's Current
Report on Form 8-K, filed April 13, 1999, and incorporated
herein by reference).
3.2.2 Articles Supplementary of the Company relating to the Series B
Junior Participating Preferred Stock, as filed with the State
Department of Assessments and Taxation of the State of
Maryland on August 27, 1999 (previously filed as Exhibit 3.1
to the Company's Current Report on Form 8-K, filed August 30,
1999, and incorporated herein by reference).
3.3 Bylaws of the Company, as amended by the Board of Directors on
February 16, 1998 and as currently in effect (previously filed
as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q,
filed May 15, 1998 and incorporated herein by reference).
4.1 Form of Share Certificate for the Common Stock (previously
filed as Exhibit 4.3 to the Company's Current Report on Form
8-K, filed August 30, 1999, and incorporated herein by
reference).
4.2 Form of Share Certificate for the Series A Preferred Stock
(previously filed as Exhibit 3.2 to the Company's Current
Report on Form 8-K, filed April 13, 1999, and incorporated
herein by reference).
4.3 Shareholder Rights Agreement, by and between the Company and
ChaseMellon Shareholder Services, L.L.C., as rights agent,
dated August 24, 1999 (previously filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K, filed August 30, 1999,
and incorporated herein by reference).
10.1.1 First Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement") of Golf Trust of America, L.P.
(the "Operating Partnership"), dated February 12, 1997
(previously filed as Exhibit 10.1 to the Company's Annual
Report on Form 10-K, filed March 31, 1997, and incorporated
herein by reference).
10.1.2 First Amendment to the Partnership Agreement, dated as of
February 1, 1998 (previously filed as Exhibit 10.1.2 to the
Company's Annual Report on Form 10-K, filed March 31, 1998,
and incorporated herein by reference).
37
GOLF TRUST OF AMERICA, INC
10.1.3* Exhibit A to the Partnership Agreement (Schedule of
Partnership Interests), as revised through March 22, 2000
(previously filed as Exhibit 10.1.3 to the Company's Annual
Report on Form 10-K, filed March 30, 2000.
10.1.6 Designation of Class B Common OP Units of the Operating
Partnership, dated February 1, 1998, which has been added as
the first entry in Exhibit D to the Partnership Agreement
(included within the First Amendment to the Partnership
Agreement, which was previously filed as Exhibit 10.1.2 to the
Company's Annual Report on Form 10-K, filed March 31, 1998,
and incorporated herein by reference).
10.1.7 Designation of Series A Preferred OP Units of the Operating
Partnership, dated April 2, 1999, which has been added to
Exhibit D to the Partnership Agreement (previously filed as
Exhibit 10.3 to the Company's Current Report on Form 8-K,
filed April 13, 1999, and incorporated herein by reference).
10.1.6 Designation of Series B Preferred OP Units of the Operating
Partnership, dated May 11, 1999, which has been added to
Exhibit D to the Partnership Agreement (previously filed as
Exhibit 10.1.6 to the Company's Annual Report on Form 10-K,
filed March 30, 2000, and incorporated herein by reference).
10.1.7 Designation of Series C Preferred OP Units of the Operating
Partnership, dated July 28, 1999, which has been added to
Exhibit D to the Partnership Agreement (previously filed as
Exhibit 10.1.7 to the Company's Annual Report on Form 10-K,
filed March 30, 2000, and incorporated herein by reference).
10.2.1 Credit Agreement, dated as of June 20, 1997, by and among
Golf Trust of America, L.P., as Borrower, Golf Trust of
America, Inc., GTA GP, Inc and GTA LP, Inc., as Guarantors,
the Lenders referred to therein, and NationsBank N.A., as
Agent (previously filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K, dated June 20, 1997 and filed
August 12, 1997, and incorporated herein by reference).
10.2.3 Amended and Restated Credit Agreement, dated as of July 8,
1998, by and among Golf Trust of America, L.P., as Borrower,
Golf Trust of America, Inc., GTA GP, Inc and GTA LP, Inc., as
Guarantors, the Lenders referred to therein, and NationsBank
N.A., as Agent (previously filed as Exhibit 10.2.2 to the
Company's Amended Annual Report on Form 10-K/A, filed April 1,
1999, and incorporated herein by reference).
10.2.3 Amended and Restated Credit Agreement, dated as of March 31,
1999, by and among Golf Trust of America, L.P., as Borrower,
Golf Trust of America, Inc., GTA GP, Inc and GTA LP, Inc , as
Guarantors, the Lenders referred to therein, NationsBank,
N.A., as Administrative Agent, First Union National Bank as
Syndication Agent, and BankBoston, N.A., as Documentation
Agent (previously filed as Exhibit 10.2.3 to the Company's
Annual Report on Form 10-K, filed March 30, 2000, and
incorporated herein by reference).
10.3.1 Credit Agreement, dated as of March 31, 1999, by and among
Golf Trust of America, L.P., as Borrower, Golf Trust of
America, Inc., GTA GP, Inc and GTA LP, Inc., as Guarantors,
the Lenders referred to therein, and NationsBank, N.A., as
Administrative Agent for the Lenders (previously filed as
Exhibit 10.3 to the Company's Annual Report on Form 10-K,
filed March 30, 2000, and incorporated herein by reference).
10.3.2* First Amendment to and Restatement of Amended and Restated
Credit Agreement, dated as of April 6, 2000, by and among
Golf Trust of America, L.P., as Borrower, Golf Trust of
America, Inc., GTA GP, Inc., GTA LP, Inc., and
Sandpiper-Golf Trust, LLC, as Guarantors, the Lenders
referred to therein, Bank of America, N.A. as Lender and
Administrative Agent for the Lenders.
10.3.3* Amendment to and Restatement of Credit Agreement, dated as
of October 1, 2000, by and among Golf Trust of America,
L.P., as Borrower, Golf Trust of America, Inc., GTA GP,
Inc., GTA LP, Inc., and Sandpiper-Golf Trust, LLC, as
Guarantors, the Lenders referred to therein, Bank of
America, N.A. as Lender and Administrative Agent for the
Lenders.
10.4 Loan Agreement, dated as of June 20, 1997, by and between Golf
Host Resorts, Inc., as Borrower, and Golf Trust of America,
L.P., as Lender (previously filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K, dated June 20, 1997 and
filed August 12, 1997, and incorporated herein by reference).
38
GOLF TRUST OF AMERICA, INC
10.5 1997 Non-Employee Directors' Plan of the Company (previously
filed as Exhibit 10.7 to the Company's Registration Statement
on Form S-11 (Commission File No 333-15965) Amendment No. 1
(filed January 15, 1997) and incorporated herein by
reference).
10.6 1997 Stock Incentive Plan (the "Original 1997 Plan") of the
Company (previously filed as Exhibit 10.6 to the Company's
Registration Statement on Form S-11 (Commission File No
333-15965) Amendment No 1 (filed January 15, 1997) and
incorporated herein by reference).
10.7 1997 Stock-Based Incentive Plan of the Company (the "New 1997
Plan") (previously filed as Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q (Commission File No 000-22091),
filed August 15, 1997, and incorporated herein by reference).
10.8 Form of Nonqualified Stock Option Agreement for use under the
New 1997 Plan (previously filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q (Commission File No.
000-22091), filed August 15, 1997, and incorporated herein by
reference).
10.9 Form of Employee Incentive Stock Option Agreement for use
under the New 1997 Plan (previously filed as Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q (Commission File
No. 000-22091), filed August 15, 1997, and incorporated herein
by reference).
10.10 General Provisions Applicable to Restricted Stock Awards
Granted Under the New 1997 Plan (previously filed as Exhibit
10.14 to the Company's Registration Statement on Form S-11
(Commission File No. 333-36847), dated September 30, 1997 and
filed as of October 1, 1997, and incorporated herein by
reference).
10.11 Form of Restricted Stock Award Agreement for use under the New
1997 Plan (previously filed as Exhibit 10.15 to the Company's
Registration Statement on Form S-11 (Commission File No.
333-36847), dated September 30, 1997 and filed as of October
1, 1997, and incorporated herein by reference).
10.12 1998 Stock-Based Incentive Plan of the Company (previously
filed as Exhibit A to the Company's definitive Proxy
Statement, dated April 1, 1999 and filed March 29, 1999, and
incorporated herein by reference).
10.13 Employee Stock Purchase Plan of the Company (previously filed
as Exhibit 4.1 to the Company's Registration Statement on Form
S-8 (Commission File No. 333-46659), filed February 20, 1998,
and incorporated herein by reference).
10.14 Subscription Agreement for use with the Employee Stock
Purchase Plan (previously filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (Commission File
No. 333-46659), filed February 20, 1998, and incorporated
herein by reference).
10.15 First Amended and Restated Employment Agreement between the
Company and W Bradley Blair, II, dated November 7, 1999
(previously filed as Exhibit 10.15 to the Company's Annual
Report on Form 10-K, filed March 30, 2000, and incorporated
herein by reference).
10.16 Second Amended and Restated Employment Agreement between the
Company and Scott D Peters, dated November 7, 1999
(previously filed as Exhibit 10.16 to the Company's Annual
Report on Form 10-K, filed March 30, 2000, and incorporated
herein by reference).
39
GOLF TRUST OF AMERICA, INC
10.19 Stock Purchase Agreement, dated April 2, 1999, by and among
Golf Trust of America, Inc., Golf Trust of America, L.P., GTA
GP, Inc., GTA LP, Inc and AEW Targeted Securities Fund, L.P.
(previously filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K, filed April 13, 1999, and incorporated
herein by reference).
10.20 Registration Rights Agreement, dated April 2, 1999, by and
between Golf Trust of America, Inc. and AEW Targeted
Securities Fund, L.P. (previously filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K, filed April 13, 1999,
and incorporated herein by reference).
21.1* List of Subsidiaries of the Company (previously filed as
Exhibit 21.1 to the Company's Annual Report on Form 10-K,
filed March 30, 2000).
27.1* Financial Data Schedule
40