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

FORM 10-Q

Commission File Number 333-120538

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

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

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

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

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

        Issuer has no common stock subject to this report.

GTA-IB, LLC

FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

INDEX

Cautionary Note Regarding Forward-Looking Statements

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

GTA-IB, LLC

CONDENSED COMBINED BALANCE SHEETS

AS OF MARCH 31, 2005 AND DECEMBER 31, 2004

(in thousands)

See accompanying notes to condensed combined financial statements.

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GTA-IB, LLC

CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER'S DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004

(in thousands) (unaudited)

See accompanying notes to condensed combined financial statements.

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GTA-IB, LLC

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004

(in thousands) (unaudited)

See accompanying notes to condensed combined financial statements.

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GTA-IB, LLC

FORM 10-Q

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

(in thousands) (unaudited)

1.     Innisbrook Resort Ownership and Operations

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

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

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

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

Operations and Liquidity

        The Company's working capital position is a deficit of approximately $614 as of March 31, 2005 and a member deficit of $2,655. Although the Company reported net income of approximately $1,785 for the three months ended March 31, 2005, the Company continues to experience seasonal fluctuations in the Company's net working capital position. Seasonality impacts the Company's liquidity in that there is more available cash during the winter months, specifically in the first quarter, while cash becomes very limited in the late summer months. In July 2004, after the Company took possession of the Resort, the Company's parent, loaned us $2,000 to support working capital needs. The proceeds of this loan have been fully expended by the manager of the Resort to support operational expenses.

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Generally, the Company's only source of cash is from any profitable operations of the Resort. While the financial performance of the Resort is showing signs of recovery to date in 2005, it does not appear from the projections provided by the asset manager that the operational cash flow capacity of the Resort will permit the Resort to reestablish its self-sufficiency in the near term. Further, the Resort's credit capacity is limited. The predecessor owner had a revolving credit line secured by the Resort's accounts receivable; however, this credit line was terminated when the predecessor defaulted on the mortgage with the Company's parent. It may become necessary to seek further cash infusion from our Parent, an accounts receivable revolving credit line or to seek some other form of re-capitalization to insure the Company's ongoing viability. However, there can be no assurances that the Company's Parent would be able provide any cash infusion to the Resort. The Company may seek to obtain a revolving credit line secured by the Resort's accounts receivable or some other form of financing; however, there can be no assurances that the Company will be able to secure such funding.

2.     Basis of Presentation

        Because the core business operations of the Resort did not materially change with the change in ownership, the combined statements of operations of the predecessor owner for the three months ended March 31, 2004, are reflected for comparative purposes only. The predecessors basis for its assets and liabilities was historical cost less applicable depreciation and amortization.

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

Principles of Combination

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

Interim Statements

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

        Certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted as allowed in quarterly reports by the rules of the SEC. Our management believes that the disclosures included in the accompanying interim financial statements and footnotes are adequate to make the information not misleading, but also believes that these statements should be read in conjunction with the summary of significant accounting policies and notes

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to the combined financial statements included in our annual report on Form 10-K for the year ended December 31, 2004.

3.     Property and Equipment

        Property and equipment consists of the following:

        At March 31, 2005, machinery and equipment includes certain equipment with a net book value of $880 that is recorded under capital leases. Depreciation expense of approximately $407 and $600 was recorded for the three months ended March 31, 2005 and 2004, respectively.

4.     Intangibles and Other Assets

        Intangible assets represent the value of the following contractual relationships that existed at July 15, 2004: the trademark and tradename of "Innisbrook"; the rental pool; the guest room bookings; the club memberships; and the water contract that provides irrigation water for the golf courses at no charge up to certain specified levels. The intangible assets are being amortized over the specific term or benefit period of each related contract.

        Amortization expense for the three months ended March 31, 2005 and 2004 was approximately $723 and $477, respectively. Of these amounts, approximately $330 and $262, respectively, are included in hotel expenses and are not included in depreciation and amortization in the Statements of Operations. The intangible assets of the predecessor owner consisted of the rental pool refurbishment asset and the Management Agreement with Westin, which was amortized over twenty years on a straight-line basis.

        Other assets include $2,200 which represents our interest in the estimated net proceeds from the sale of Parcel F, (see Note 1). Also included in other assets are $248 and $255 as of March 31, 2005 and December 31, 2004, respectively, of design fees for the refurbishment program for which we are being reimbursed by the rental pool participants as a deduction from the quarterly rental pool refurbishment payments.

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5.     Current Liabilities

        Current liabilities consist of the following:

6.     Long-Term Debt

        Long-term debt consists of the following:

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

7.     Other Long-Term Liabilities

Master Lease Refurbishment Obligation

        On July 16, 2004, we recorded a liability of $4,532 for the Master Lease Agreement refurbishment program, representing our obligation to pay the various participants in the rental pool 50% of the costs to refurbish their respective units, at the net present value (calculated at a discount rate of 15%) of the total principal payments of $7,273. Principal payments are due quarterly over the repayment period of the program, beginning with the first quarter of 2005 and ending with the fourth quarter of 2009. Interest on this liability accrues at a rate of 5% and is paid quarterly. Principal payments began this quarter. Amortization of the discount is charged to interest expense ratably over the period through 2009. The amortization charged to interest expense for the three months ended March 31, 2005 is $56. The net present value of this liability is $4,656 and $4,600 as of March 31, 2005 and December 31, 2004, respectively, of which $818 and $727 is included in current liabilities (See Note 5).

        The corresponding benefit from the Master Lease Agreement refurbishment program is included in the valuation of the rental pool intangible asset which is amortized over the term of the current

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master lease agreement which expires in 2011. Minimum undiscounted principal payments on the refurbishment program are as follows:

Westin Termination Fee

        The July 15, 2004 management agreement that we executed with Westin provides for the payment of a termination fee to Westin of $5,900, subject to the terms and conditions set-forth in that agreement. This amount is reduced $0.365 (three hundred sixty-five dollars) for each day that elapses from the effective date until the termination date; provided, however, that the termination fee shall not be reduced below $5,500. The obligation, which is included in other long-term liabilities on the balance sheet, was recorded at its net present value on July 16, 2004 of $4,631 (calculated at a discount rate of 7%). Amortization of the discount is charged to interest expense ratably over the period through December 31, 2006. The amortization charged to interest expense for the three months ended March 31, 2005 is $89. The net present value of this liability is $4,883 and $4,794 as of March 31, 2005 and December 31, 2004, respectively.

Troon Supplemental Fee

        The July 15, 2004 facility management agreement executed with Troon provides for the payment by us to Troon of a supplemental fee to Troon, subject to the terms and conditions set forth in that agreement, of $800. The obligation was recorded at its net present value on July 16, 2004. The net present value on that date was $682 (calculated at a discount rate of 7%). Amortization of the discount is charged to interest expense ratably over the period through December 31, 2006. The amortization charged to interest expense for the three months ended March 31, 2005 is $12. The net present value of this liability is $716 and $704 as of March 31, 2005 and December 31, 2004 respectively.

8.     Commitments and Contingencies

        While we are subject to claims and lawsuits in the normal course of operations, we do not believe that the ultimate resolution of such matters will materially impair operations or have an adverse effect on our financial position and results of operations.

Employee Benefit Plans

        We maintain a defined contribution Employee Thrift and Investment Plan, which provides retirement benefits for all eligible employees who have elected to participate. Employees must fulfill a 90-day service requirement to be eligible. We currently match one half of the first 6% of an employee's contribution. Our contributions approximated $47 and $41 for the three months ended March 31, 2005 and 2004, respectively.

Westin Management Company South and Troon Golf, LLC.

        Our July 15, 2004 management agreement with Westin provides that Westin will manage the Resort for a fee equal to 2.2% of the Resort's gross revenues. Contemporaneously with the signing of that agreement, Westin entered into a management contract with Troon providing for Troon to manage the golf facilities of the Resort for a fee equal to 2% of the Resort's gross golf revenue. The Westin

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and Troon management fees are paid monthly. The agreements also provide for the opportunity to earn supplemental fees based on financial performance. Our management agreement with Westin has a termination date of December 31, 2017. Troon's contract with Westin has a termination date of July 15, 2009.

Land Use Lawsuit

        On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, we filed a Motion to Intervene in the suit styled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs vs. Pinellas County, Florida, Golf Host Resorts, Inc. and Innisbrook F LLC, Defendants, Case No. 043388CI-15 (the Land Use Lawsuit). The above-named Plaintiffs have filed a multi-count complaint seeking injunctive and declaratory relief with respect to the land use and development rights of a tract of land known as Parcel F. We refer to this complaint as the Complaint. Parcel F is a parcel of land located within our Resort. The Plaintiffs allege that there are no remaining development units (residential units) available to be developed within the Resort property. On March 29, 2005 we filed a Motion to Intervene as a defendant in the Land Use Lawsuit in order to protect our property, and our land use and development rights with respect to Parcel F and our property. A hearing on the Motion to Intervene was held on April 4, 2005 after which the court granted our Motion. On April 5, 2005, we joined in the filing of a Motion to Dismiss and Motion to Strike three of the seven counts of the Complaint. The court granted the Motion to Dismiss on April 26, 2005. On that same date, four individuals (Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert) and Autumn Woods Homeowner's Association, Inc. moved to intervene in the Land Use Lawsuit. The court has not ruled on that motion. On April 8, 2005, a separate suit was filed by James M. and Mary H. Luckey and Andrew J. and Aphrodite B. McAdams. That suit seeks injunctive and declaratory relief in six separate counts, all relating to the land use and development rights of Parcel F. This suit was consolidated with the Land Use Lawsuit on May 3, 2005. On May 6, 2005 we filed a Motion to Dismiss the Luckey suit. That motion is scheduled to be heard by the court on May 31, 2005. The trial date has been scheduled for July 18, 2005. As an intervenor, we will seek to obtain a ruling from the court which preserves and protects our property, and our land use and development rights with respect to Parcel F and our property in order to maximize the value of those rights as they relate both to Parcel F and the Resort in general.

9.     Subsequent Events

        On April 29, 2005, Westin's parent, Starwood Hotels & Resorts Worldwide, Inc., or Starwood, entered into an Assurance of Voluntary Compliance with the State of Florida Office of the Attorney General. The agreement provides, among other things, that for a period of two years Starwood will not charge certain automatic fees to guests at certain hotels that are owned or managed by Starwood, including the Resort, and that the State of Florida Office of the Attorney General will release Starwood from certain claims and liability relating to these automatic fees. Although we were not a party to the agreement, our results of operations could be affected as a result of the reduction or elimination of these automatic fees charged at the Resort. The Resort Manager, Westin, is currently evaluating the potential impact, if any, on the Resort's future operating results.

RENTAL POOL LEASE OPERATION

        We are a single-member limited liability company, wholly owned by GTA-IB Golf Resorts, LLC. GTA-IB, LLC is itself a wholly owned subsidiary of our parent, Golf Trust of America, L.P. There is no established market for our membership interests. The following unaudited financial statements of the Rental Pool are for the quarters ended March 31, 2005 and 2004.

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

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

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

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

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

        GHR had historically experienced recurring net losses and working capital deficiencies, which from time to time created substantial doubt about the former owner's ability to continue as a going concern. We have assumed GHR's obligations under the Agreements in connection with the Settlement Agreement. As a result, we expect to experience some of the same operational challenges experienced by GHR during the Resort's recovery from the economic downturn experienced during the past several years in the lodging industry. The continuation and success of the Rental Pool is contingent upon the continuation of operations of the Resort. In turn, the success of the Resort operations is contingent upon the continued participation of Participants in the Rental Pool. Items related to the continuation of the Resort as a going concern include such issues as: the sale of condominium units which do not participate in the Rental Pool or through a sale are removed from the Rental Pool, owners of units opting to live in their units, owners renting their units outside of the Rental Pool, and general economic conditions related to the destination resort industry.

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INNSBROOK RENTAL POOL LEASE OPERATION

CONDENSED BALANCE SHEETS AS OF

MARCH 31, 2005 AND DECEMBER 31, 2004

(in thousands)

See accompanying notes to these condensed financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES

FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

(in thousands) (unaudited)

See accompanying notes to these condensed financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES

FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

(in thousands) (unaudited)