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SADDP Saddlebrook Resorts

Filed: 14 Aug 20, 4:19pm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

COMMISSION FILE NUMBER: 2-65481

 

 

SADDLEBROOK RESORTS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida 59-1917822
(State of incorporation) (IRS employer identification no.)

5700 Saddlebrook Way, Wesley Chapel, Florida 33543-4499

(Address of principal executive offices)

813-973-1111

(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  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ☒    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer   Accelerated filer 
Non-accelerated filer   Smaller reporting company 
   Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ☐    NO  ☒

Registrant has 100,000 shares of common stock outstanding, all of which are held by an affiliate of the Registrant.

 

 

 


Table of Contents


Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SADDLEBROOK RESORTS, INC.

BALANCE SHEETS

 

   June 30,     
   2020   December 31, 
   (Unaudited)   2019 

Assets

    

Current assets:

    

Cash and cash equivalents

  $1,515,750   $325,696 

Escrowed cash

   1,008,399    1,124,074 

Trade accounts receivable, net

   328,679    1,129,572 

Due from related parties

   1,264,058    465,623 

Resort inventory and supplies

   904,405    1,011,923 

Prepaid expenses and other assets

   322,395    350,539 
  

 

 

   

 

 

 

Total current assets

   5,343,686    4,407,427 

Property, buildings and equipment, net

   13,840,623    14,800,528 

Operating lease right-of-use assets

   110,886    147,223 
  

 

 

   

 

 

 

Total assets

  $19,295,195   $19,355,178 
  

 

 

   

 

 

 

Liabilities and Shareholder’s Equity

    

Current liabilities:

    

Current portion of long-term debt, less deferred financing of $5,804

  $6,870,799   $6,953,178 

Current portion of paycheck protection program loan

   1,310,469    —   

Current portion of finance lease liabilities

   99,375    96,206 

Current portion of operating lease liabilities

   75,632    73,650 

Escrowed deposits

   1,008,399    1,124,074 

Accounts payable

   230,743    492,452 

Accrued rental distribution

   —      344,367 

Accrued expenses and other liabilities

   658,988    1,089,527 

Current portion of deferred income

   766,481    786,125 

Guest deposits

   1,115,729    1,393,571 

Due to related parties

   140,571    —   
  

 

 

   

 

 

 

Total current liabilities

   12,277,186    12,353,150 

Long-term portion of paycheck protection program loan

   1,638,086    —   

Long-term finance lease liabilities

   204,818    258,258 

Long-term operating lease liabilities

   35,254    73,573 

Deferred income

   646,764    627,685 
  

 

 

   

 

 

 

Total liabilities

   14,802,108    13,312,666 
  

 

 

   

 

 

 

Shareholder’s Equity:

    

Common stock, $1.00 par value, 100,000 shares authorized and outstanding

   100,000    100,000 

Additional paid-in capital

   1,013,127    1,013,127 

Retained earnings

   3,379,960    4,929,385 
  

 

 

   

 

 

 

Total shareholder’s equity

   4,493,087    6,042,512 
  

 

 

   

 

 

 

Total liabilities and shareholder’s equity

  $19,295,195   $19,355,178 
  

 

 

   

 

 

 

The accompanying Notes to Financial Statements are

an integral part of these financial statements

 

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SADDLEBROOK RESORTS, INC.

STATEMENTS OF OPERATIONS

AND RETAINED EARNINGS (ACCUMULATED DEFICIT)

(Unaudited)

 

   Three months ended  Six Months ended 
   June 30,  June 30, 
   2020  2019  2020  2019 

Revenues

  $1,877,941  $6,319,161  $9,129,507  $18,435,166 
  

 

 

  

 

 

  

 

 

  

 

 

 

Costs and expenses:

     

Operating costs

   1,988,056   5,588,788   7,695,195   13,617,156 

Sales and marketing

   191,388   545,620   542,169   1,077,517 

General and administrative

   679,197   723,769   1,372,384   1,439,384 

Depreciation

   483,007   516,164   981,034   1,034,407 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total costs and expenses

   3,341,648   7,374,341   10,590,782   17,168,464 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net operating (loss) income before other income (expenses)

   (1,463,707  (1,055,180  (1,461,275  1,266,702 
  

 

 

  

 

 

  

 

 

  

 

 

 

Other income (expenses)

     

Other income

   4,750   4,848   10,062   9,938 

Interest expense

   (7,740  (112,460  (99,212  (223,083
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other expenses, net

   (2,990  (107,612  (88,150  (213,145

Net (loss) income

   (1,466,697  (1,162,792  (1,549,425  1,053,557 

Retained earnings (accumulated deficit) at beginning of period

   4,486,657   (3,174,923  4,929,385   (5,391,272
  

 

 

  

 

 

  

 

 

  

 

 

 

Retained earnings (accumulated deficit) at end of period

  $3,379,960  $(4,337,715 $3,379,960  $(4,337,715
  

 

 

  

 

 

  

 

 

  

 

 

 

The accompanying notes are an integral part

of these financial statements

 

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SADDLEBROOK RESORTS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Six months ended 
   June 30, 
   2020  2019 

Operating activities:

   

Net (loss) income

  $(1,549,425 $1,053,557 

Non-cash items included in net (loss) income:

   

Depreciation

   981,034   1,034,407 

Gain on the disposal of assets

   (6,000  —   

Bad debt expense

   3,143   —   

Amortization of debt financing costs

   5,763   12,024 

Amortization of operating lease right-of-use assets

   36,337   34,488 

Interest paid on finance leases

   (10,101  (5,365

Decrease (increase) in:

   

Accounts receivable

   797,750   (821,855

Inventory and supplies

   107,518   14,665 

Prepaid expenses and other assets

   28,144   734,893 

(Decrease) increase in:

   

Escrowed deposits

   (115,675  (295,929

Accounts payable

   (261,709  20,541 

Accrued rental distribution

   (344,367  76,274 

Guest deposits

   (277,842  (1,956,451

Accrued expenses and other liabilities

   (430,539  (237,411 

Deferred income

   (565  145,104 

Operating lease liabilities

   (36,337  (34,485
  

 

 

  

 

 

 

Cash flows from operating activities

   (1,072,871  (225,543
  

 

 

  

 

 

 

Investing activities:

   

Capital expenditures

   (15,129  (273,486
  

 

 

  

 

 

 

Cash flows from investing activities

   (15,129  (273,486
  

 

 

  

 

 

 

Financing activities:

   

Payments on long-term debt

   (88,142  (176,285

Proceeds from line of credit

   —     1,500,004 

Proceeds from paycheck protection program loan

   2,948,555   —   

Payments on finance lease obligations

   (40,170  (11,966

Net payments to related parties

   (657,864  (1,377,868
  

 

 

  

 

 

 

Cash flows from financing activities

   2,162,379   (66,115
  

 

 

  

 

 

 

Net increase (decrease) in cash, cash equivalents and escrowed cash

   1,074,379   (565,144

Cash, cash equivalents and escrowed cash at beginning of period

   1,449,770   2,625,471 
  

 

 

  

 

 

 

Cash, cash equivalents and escrowed cash at end of period

  $2,524,149  $2,060,327 
  

 

 

  

 

 

 

Supplemental disclosure of cash flow information:

   

Cash paid for interest

  $92,449  $211,059 
  

 

 

  

 

 

 

The accompanying notes are an integral part

of these financial statements

 

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SADDLEBROOK RESORTS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

Saddlebrook Resorts, Inc. (the “Company”) developed and operates Saddlebrook Resort, which is a condominium hotel and resort located in Wesley Chapel, Florida.

The Company’s accompanying balance sheet for June 30, 2020, and its statements of operations and retained earnings (accumulated deficit) and cash flows for the three month periods ended June 30, 2020 and 2019, are unaudited but reflect all adjustments which are, in the opinion of management, necessary for the fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The balance sheet at December 31, 2019 has been derived from the audited financial statements as of that date.

The Company’s business is seasonal. Therefore, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for future interim periods or the full fiscal year.

These financial statements and related notes are presented for interim periods in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X, and, consequently, do not include all disclosures normally required by accounting principles generally accepted in the United States. Accordingly, these financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

 

 

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Note 2. Revenue

Revenue Recognition

Resort revenues are recognized as services are performed or products are delivered with the exception of initiation fee revenue, which is recognized over the average life of the memberships. Resort revenues also include rental revenues for condominium units owned by third parties participating in the Rental Pool. If these rental units were owned by the Company, normal costs associated with ownership such as depreciation, real estate taxes, unit maintenance and other costs would have been incurred.

Contract Balances

Timing differences among revenue recognition may result in contract assets or liabilities. Contract liabilities consists of guest deposits and deferred income and totaled approximately $2,529,000 and $2,807,000 as of June 30, 2020 and December 31, 2019, respectively. Contract assets consist of escrowed cash relating to rental pool owner deposits for the maintenance reserve fund and long-term security deposits and totaled approximately $1,008,000 and $1,124,000 as of June 30, 2020 and December 31, 2019, respectively.

The Company’s net trade accounts receivables were approximately $329,000 and $1,130,000 as of June 30, 2020 and December 31, 2019, respectively. Trade accounts receivable are stated in the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to the allowance of doubtful accounts based on its assessment of the current status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance of doubtful accounts and a credit to trade accounts receivable. Changes in the allowance for doubtful accounts have not been material to the consolidated financial statements.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under the new revenue recognition standard. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our revenue transactional and the contracts performance obligation is generally satisfied at the time of the transaction.

Note 3. Trade Accounts Receivable

 

   June 30,
2020
(Unaudited)
   December 31,
2019
 

Trade accounts receivable

  $ 329,296   $ 1,161,500 

Less reserve for bad debts

   (617   (31,928
  

 

 

   

 

 

 
  $328,679   $1,129,572 
  

 

 

   

 

 

 

 

 

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Note 4. Management’s Plans Regarding Liquidity and Capital Resources

The Company experienced a significant decrease in revenue for the three months ended June 30, 2020 compared to the previous year. Towards the end of December 2019, an outbreak of a novel strain of coronavirus (“COVID-19”) emerged globally. The COVID-19 outbreak in the United States has resulted in a reduction of hotel occupancy and cancellations of future reservations. It is difficult to estimate the length or severity of this outbreak; however, a significant reduction in occupancy caused by COVID-19 is expected to affect the Company’s results of operations and financial position.

In April 2020, the Company received approximately $2,949,000 of proceeds from a note payable funded under the Paycheck Protection Program as part of the CARES Act. The note bears interest at 1% per annum, matures in April 2022, and requires monthly interest and principal payments of $165,529 beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. If the Company is unable to or does not follow those guidelines, the Company would be required to repay a portion of or the entire balance of the loan proceeds in full.

The current economic conditions, expected effect on the Company’s results of operations and financial position, and uncertainty of the length or severity of the outbreak raise substantial doubt about the Company’s ability to continue as a going concern.

Note 5. Operating Leases

The Company leases certain equipment under non-cancellable operating leases, which begin to expire in 2021. The leases are classified as operating leases in conformity with the provisions of Topic 842. Accordingly, the Company recorded a right-of-use asset and related operating lease liability totaling approximately $217,000 upon adoption of Topic 842 as of January 1, 2019. Aggregated information regarding the leases as of and for the six months ended June 30, 2020 is as follows:

 

Lease costs (included in operating costs)

  $36,337 

Incremental borrowing rate

   5.32

Note 6. Property, Buildings and Equipment

 

   June 30,
2020
(Unaudited)
   December 31,
2019
 

Land and land improvements

  $8,830,867   $8,830,867 

Buildings and recreational facilities

   32,105,123    32,093,233 

Machinery and equipment

   21,778,127    21,863,715 

Construction in progress

   94,379    94,379 
  

 

 

   

 

 

 
   62,808,496    62,882,194 

Less accumulated depreciation

   (48,967,873   (48,081,666
  

 

 

   

 

 

 
  $13,840,623   $14,800,528 
  

 

 

   

 

 

 

The Company’s property, buildings and equipment are pledged as security for its debt (see Note 7).

 

 

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Note 7. Notes Payable and Finance Lease Liabilities

On December 6, 2015 the Company’s financing agreement with a third party lender was modified to include renewal for the existing principal balance of $4,875,000, along with an advance of an additional $2,000,000. The new term note expires December 6, 2020. At June 30, 2020, $5,376,603 was outstanding under the note. The term note requires monthly principal payments of $29,380 plus interest of 3% over the one month LIBOR index (3.16% at June 30, 2020). The term note is collateralized by all current and subsequently acquired real and personal property. The term note requires the Company to maintain a Debt Service Ratio, as defined, of 1.25%. The Company was in default of this covenant as of December 31, 2019; however, the Company received a waiver for this default from its lender. The Company is currently discussing refinancing of its current mortgage. Effective April 6, 2020, the lender agreed to defer payment of principal and interest through and including June 6, 2020 with regularly scheduled payments of principal and interest to resume July 6, 2020.

On April 24, 2017, the Company entered in to a revolving line of credit agreement with the same third party lender with maximum borrowings of $1,500,000 to be used as working capital as needed. The agreement is cross collateralized with the existing term note under the same terms and conditions. Amounts borrowed under the revolving line of credit will bear interest at 3% over the one month LIBOR index (3.16% at June 30, 2020). The line of credit will terminate on December 6, 2020. As of June 30, 2020, the Company had $1,500,000 in outstanding borrowings on this agreement. Effective April 24, 2020, the lender agreed to defer payment of interest (the “Payment Deferral”) through and including June 24, 2020 with regularly scheduled payments of interest to resume July 24, 2020.

In April 2020, the Company entered into a term note agreement with the same third party lender for approximately $2,949,000 funded under the Paycheck Protection Program as part of the CARES Act. The note bears interest at 1% per annum, matures in April 2022, and requires monthly interest and principal payments of $165,529 beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. If the Company is unable to or does not follow those guidelines, the Company would be required to repay a portion of or the entire balance of the loan proceeds in full. At June 30, 2020, $2,948,555 was outstanding under the note.

On March 1, 2018, the Company entered into a finance lease liability for equipment in the amount of $332,206. The assets associated with this lease cost $461,506, of which $129,300 was reduced through the Company’s trade-in of existing equipment. This finance lease is secured by the equipment purchased, matures in February 2023 and requires monthly payments of $6,500, including interest at 6.5%. At June 30, 2020, the amount due on this finance lease liability was $190,499.

On April 1, 2018, the Company entered into a finance lease liability for equipment in the amount of $156,942. The assets associated with this lease cost $178,942, of which $22,000 was reduced through the Company’s trade-in of existing equipment. This finance lease is secured by the equipment purchased, matures in March 2023 and requires monthly payments of $3,071, including interest at 6.5%. At June 30, 2020, the amount due on this finance lease liability was $92,566.

 

 

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Note 8. Related Party Receivables and Payables

Related party receivables and payables at June 30, 2020 and December 31, 2019 are the result of net intercompany transactions and cash transfers between the Company and its shareholder and affiliated companies. Related party receivables and payables are unsecured and non-interest bearing.

Note 9. Income Taxes

The Company is currently a member of a Qualified Subchapter S Subsidiary Group. Accordingly, no income tax expense was reflected in the Company’s operating results as the tax is assessed to the shareholders of the Company’s parent company.

 

 

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SADDLEBROOK RENTAL POOL OPERATION

BALANCE SHEETS

DISTRIBUTION FUND

 

   June 30,
2020
(Unaudited)
   December 31,
2019
 

Assets

    

Receivable from Saddlebrook Resorts, Inc.

  $—     $344,366 

Due from maintenance escrow fund

   34,621    —   
  

 

 

   

 

 

 
  $34,621   $344,666 
  

 

 

   

 

 

 

Liabilities and Participants’ Fund Balance

    

Due to participants for rental pool distribution

  $33,737   $299,020 

Due to maintenance escrow fund

   —      45,346 

Payable to Saddlebrook Resorts, Inc.

   884    —   
  

 

 

   

 

 

 
  $34,621   $344,366 
  

 

 

   

 

 

 

MAINTENANCE ESCROW FUND

 

   June 30,
2020
(Unaudited)
   December 31,
2019
 

Assets

    

Cash and cash equivalents

  $996,700   $1,108,892 

Receivables:

    

Distribution fund

   —      45,346 

Prepaid expenses and other assets

   54,255    14,605 

Linen Inventory

   27,496    —   

Furniture Inventory

   39,650    39,651 
  

 

 

   

 

 

 
  $1,118,101   $1,208,494 
  

 

 

   

 

 

 

Liabilities and Participants’ Fund Balance

    

Due to Saddlebrook Resorts, Inc.

  $43,878   $127,354 

Participants’ fund balance

   1,039,602    1,081,140 

Due to distribution fund

   34,621    —   
  

 

 

   

 

 

 
  $1,118,101   $1,208,494 
  

 

 

   

 

 

 

 

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Table of Contents

SADDLEBROOK RENTAL POOL OPERATION

STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three months ended
June 30,
   Six months ended
June 30,
 
   2020   2019   2020   2019 

Rental pool revenues

  $229,779   $1,653,930   $2,205,597   $6,837,458 
  

 

 

   

 

 

   

 

 

   

 

 

 

Deductions:

        

Marketing fee

   17,233    124,045    165,419    512,809 

Management fee

   28,722    206,741    275,699    854,682 

Travel agent commissions

   95,999    206,967    165,229    486,262 

Credit card expense

   12,853    46,599    71,202    205,591 
  

 

 

   

 

 

   

 

 

   

 

 

 
   154,807    584,352    677,549    2,059,344 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net rental income

   74,972    1,069,578    1,528,048    4,778,114 

Less operator share of net rental income

   (33,737   (481,310   (687,621   (2,150,152

Other revenues (expenses):

        

Complimentary room revenues

   604    9,021    6,855    22,252 

Minor repairs and replacements

   (42,723   (17,949   (75,409   (71,187
  

 

 

   

 

 

   

 

 

   

 

 

 

(Deficit in distribution) amount available for distribution

  $(884  $579,340   $771,873   $2,579,027 
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part

of these financial statements

 

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SADDLEBROOK RENTAL POOL OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES

(Unaudited)

DISTRIBUTION FUND

 

   Six months ended
June 30,
 
   2020  2019 

Balance at beginning of period

  $—    $—   

Additions:

   

Amount available for distribution

   771,873   2,008,934 

Reductions:

   

Amount withheld for maintenance escrow fund

   (84,252  (343,947

Amount accrued or paid to participants

   (687,621  (1,664,987
  

 

 

  

 

 

 

Balance at end of period

  $—    $—   
  

 

 

  

 

 

 

MAINTENANCE ESCROW FUND

 

   Six months ended
June 30,
 
   2020  2019 

Balance at beginning of period

  $1,081,140  $2,135,913 

Additions:

   

Amount withheld from distribution fund

   84,252   343,947 

Unit owner payments

   146,968   142,226 

Interest earned

   2,717   7,162 

Reductions:

   

Escrow account refunds

   (94,990  (306,483

Maintenance charges

   (70,366  (121,096

Unit renovations

   (57,403  (423,399

Linen replacement

   (52,716  (77,479
  

 

 

  

 

 

 

Balance at end of period

  $1,039,602  $1,700,791 
  

 

 

  

 

 

 

The accompanying notes are an integral part

of these financial statements

 

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Table of Contents

SADDLEBROOK RENTAL POOL OPERATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1. Rental Pool Operations and Rental Pool Agreement

Condominium units are provided as rental (hotel) accommodations by their owners under the Rental Pool and Agency Appointment Agreement (the “Agreement”) with Saddlebrook Resorts, Inc. (collectively, the “Rental Pool”). Saddlebrook Resorts, Inc. (“Saddlebrook”) acts as operator of the Rental Pool which provides for the distribution of a percentage of net rental income, as defined, to the owners.

The Saddlebrook Rental Pool Operation consists of two funds: the Rental Pool Income Distribution Fund (“Distribution Fund”) and the Maintenance and Furniture Replacement Escrow Fund (“Maintenance Escrow Fund”). The operations of the Distribution Fund reflect the earnings of the Rental Pool. The Distribution Fund balance sheets reflect amounts due from Saddlebrook for the rental pool distribution payable to participants and amounts due to the Maintenance Escrow fund. The amounts due from Saddlebrook are required to be distributed no later than forty-five days following the end of each calendar quarter. The Maintenance Escrow Fund reflects the accounting for escrowed assets used to maintain unit interiors and replace furniture as it becomes necessary.

Rental pool participants and Saddlebrook share rental revenues according to the provisions of the Agreement. Net Rental Income shared consists of rentals received less a marketing surcharge of 7.5%, a 12.5% management fee, travel agent commissions, credit card expenses and provision for bad debts, if warranted. Saddlebrook receives 45% of Net Rental Income as operator of the Rental Pool. The remaining 55% of Net Rental Income, after adjustments for complimentary room revenues (ten percent of the normal unit rental price paid by Saddlebrook for promotional use of the unit) and certain minor repair and maintenance charges, is available for distribution to the participants and Maintenance Escrow Fund based upon each participant’s respective participation factor (computed using the value of a furnished unit and the number of days it was available to the pool). Quarterly, 45% of Net Rental Income is distributed to participants and 10%, as adjusted for complimentary room revenues and minor interior maintenance and replacement charges, is deposited in an escrow account until a maximum of 20% of the set value of the individual owner’s furniture package has been accumulated. Excess escrow balances are refunded to participants.

Note 2. Summary of Significant Accounting Policies

Basis of Accounting

The accounting records of the funds are maintained on the accrual basis of accounting.

Income Taxes

No federal or state taxes have been reflected in the accompanying financial statements as the tax effect of fund activities accrues to the rental pool participants and Saddlebrook.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The Company operates Saddlebrook Resort (the “Resort”) in Wesley Chapel, Florida, which contains condominium units that have been sold to third parties or to affiliates of the Company. The majority of the condominium units are hotel accommodations that participate in a rental-pooling program (the “Rental Pool”) that provides its owners with a percentage distribution of related room revenues minus certain fees and expenses. The remainder of the condominium units participate in a non-pooling rental program, are owner-occupied or are designated as hospitality suites or housing for young athletes independent of the rental programs. Other resort property owned by the Company and its affiliates include golf courses, tennis courts, a spa, restaurants and conference center facilities.

Results of Operations

Three months ended June 30, 2020 compared to three months ended June 30, 2019

The Company’s total revenues decreased approximately $4,441,000 or about 70%, for the three months ended June 30, 2020 compared to the same period in the prior year. Total revenues for the Rental Pool decreased about $1,424,000, or about 86%.

Total costs and expenses decreased approximately $4,033,000, or about 55%, for the Company, and approximately $430,000 or about 74%, for the Rental Pool Operation.

The Company experienced a net loss for the quarter in the amount of approximately $1,467,000 compared to the net loss of the prior comparable quarter of approximately $1,163,000. Amounts available for distribution for the Rental Pool Operation decreased approximately $580,000 from the comparable period last year.

Six months ended June 30, 2020 compared to six months ended June 30, 2019

The Company’s total revenues decreased approximately $9,306,000 or about 50%, for the six months ended June 30, 2020 compared to the same period in the prior year. Total revenues for the Rental Pool decreased about $4,632,000, or about 68%.

Total costs and expenses decreased approximately $6,578,000 or about 38%, for the Company, and approximately $1,382,000 or about 67%, for the Rental Pool Operation.

The Company experienced a net loss for the period of approximately $2,261,000 compared to the net income of the prior period of approximately $1,054,000. Amounts available for distribution for the Rental Pool Operations decreased approximately $1,807,000 over the same period in the prior year.

Impact of Current Economic Conditions

The Company experienced a significant decrease in revenue for the period ending June 30, 2020 compared to the previous year.

The Company continues its marketing efforts toward the social clientele by developing packages designed to target more social guests, including families. These social packages are being promoted through the Company’s website as well as through travel wholesalers and with emphasis on e-commerce sites. Management has implemented programs and measures to help the Company get back to positive operating income. These programs and measures include cost control programs, consolidation of restaurant operations and efforts to increase brand awareness and recognition of the Resort.

Toward the end of December 2019, an outbreak of a novel strain of coronavirus (“COVID-19”) emerged globally. The COVID-19 outbreak in the United States has resulted in a reduction of hotel occupancy and cancellations of future reservations. It is difficult to estimate the length or severity of the outbreak; however, a significant reduction in occupancy caused by COVID-19 is expected to affect the Company’s results of operations and financial position.

 

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Liquidity and Capital Resources

Net loss for the 3 months ended June 30, 2020 was $1,466,697. Excluding non-cash expenses such as Depreciation and Amortization of $483,007 the company’s actual operating cash was $(983,690).

Future operating costs and planned expenditures for minor capital additions and improvements are expected to be adequately funded by the Company and its affiliates’ current cash reserves and cash generated by the Resort’s operations.

On December 6, 2015 the Company’s financing agreement with a third party lender was modified to include renewal for the existing principal balance of $4,875,000, along with an advance of an additional $2,000,000. The new term note expires December 6, 2020. At June 30, 2020, $5,376,603 was outstanding under the note. The term note requires monthly principal payments of $29,380 plus interest of 3% over the one month LIBOR index (3.16% at June 30, 2020). The term note is collateralized by all current and subsequently acquired real and personal property. The term note requires the Company to maintain a Debt Service Ratio, as defined, of 1.25%. The Company was in default of this covenant as of December 31, 2019; however, the Company received a waiver for this default from its lender. The Company is currently discussing refinancing of its current mortgage. Effective April 6, 2020, the lender agreed to defer payment of principal and interest (the “Payment Deferral”) through and including June 6, 2020 with regularly scheduled payments of principal and interest to resume July 6, 2020.

On April 24, 2017, the Company entered in to a revolving line of credit agreement with the same third party lender with maximum borrowings of $1,500,000 to be used as working capital as needed. The agreement is cross collateralized with the existing term note under the same terms and conditions. Amounts borrowed under the revolving line of credit will bear interest at 3% over the one month LIBOR index. (3.16% at June 30, 2020). The line of credit will terminate on December 6, 2020. As of June 30, 2020, the Company had $1,500,000 in outstanding borrowings on this agreement. Effective April 24, 2020, the lender agreed to defer payment of interest (the “Payment Deferral”) through and including June 24, 2020 with regularly scheduled payments interest to resume July 24, 2020.

In April 2020, the Company entered into a term note agreement with the same third party lender for approximately $2,949,000 funded under the Paycheck Protection Program as part of the CARES Act. The note bears interest at 1% per annum, matures in April 2022, and requires monthly interest and principal payments of $165,529 beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. If the Company is unable to or does not follow those guidelines, the Company would be required to repay a portion of or the entire balance of the loan proceeds in full. At June 30, 2020, $2,948,555 was outstanding under the note.

The Company experienced a significant decrease in revenue for the three months ended June 30, 2020 compared to the previous year. Towards the end of December 2019, an outbreak of a novel strain of coronavirus (“COVID-19”) emerged globally. The COVID-19 outbreak in the United States has resulted in a reduction of hotel occupancy and cancellations of future reservations. It is difficult to estimate the length or severity of this outbreak; however, a significant reduction in occupancy caused by COVID-19 is expected to affect the Company’s results of operations and financial position.

The current economic conditions, expected effect on the Company’s results of operations and financial position, and uncertainty of the length or severity of the outbreak raise substantial doubt about the Company’s ability to continue as going concern.

The Company’s ultimate shareholder has the financial ability and intent to continue to fund operations through affiliated companies that are 100% owned by the Company’s ultimate shareholder to the extent required to support the Company’s operations. The Company has loans outstanding to the affiliated companies of approximately $141,000 as of June 30, 2020. In addition to the shareholders’ financial ability, these affiliated Companies are expected to continue to generate positive cash flows during fiscal year 2020 should additional funding be required to support the Company’s operations.

The Company’s operation of the Resort is not considered to be dependent on any individual or small group of customers, the loss of which would have a material adverse effect on the Company’s business or financial condition.

 

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Seasonality

The Company’s operations are seasonal with the highest volume of revenue generally occurring in the first quarter of each calendar year.

Due to the seasonal business of the Company, the results of operations for the interim period shown in this report are not necessarily indicative of results to be expected for the full fiscal year.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s invested cash is subject to changes in market interest rates. Otherwise, the Company does not have significant market risk with respect to foreign currency exchanges or other market rates.

The Company’s term note and its line of credit bear interest at 3.0% over the one month LIBOR index and mature in December 2020.

 

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Item 4. Controls and Procedures

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures as of June 30, 2020, pursuant to Exchange Act Rule 15d-15. Based upon that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2020 in timely alerting them to material information required to be included in the Company’s periodic SEC filings.

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures over internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must be considered relative to their costs. Because of the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues within the Company have been detected.

There were no changes in the Company’s internal controls over financial reporting during the three months ended June 30, 2020 that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in litigation in the ordinary course of business. In the opinion of the Company’s management, insurance or indemnification from other third parties adequately covers these matters. Accordingly, the effect, if any, of these claims is considered immaterial to the Company’s financial condition and results of operations.

 

 

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Item 6. Exhibits

The following exhibits are included in this Form 10-Q:

 

31.1 - Chief Executive Officer Rule 15d-14(a) Certification
31.2 - Chief Financial Officer Rule 15d-14(a) Certification
32.1 - Chief Executive Officer Section 1350 Certification
32.2 - Chief Financial Officer Section 1350 Certification
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURE

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.

 

   

SADDLEBROOK RESORTS, INC.

   (Registrant)
Date: August 14, 2020   

/s/ Donald L. Allen

   Donald L. Allen
   Vice President and Treasurer
   (Principal Financial and
   Accounting Officer)

 

 

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