SADDLEBROOK RESORTS INC - Quarter Report: 2017 March (Form 10-Q)
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 March 31, 2017
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
(Registrants 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 and posted on its corporate Web site, if any, 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
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Table of Contents
PART I - FINANCIAL INFORMATION
BALANCE SHEETS
March 31, 2017 (Unaudited) |
December 31, 2016 |
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Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 773,543 | $ | 834,371 | ||||
Escrowed cash |
279,250 | 409,680 | ||||||
Accounts receivable, net |
4,921,784 | 1,810,865 | ||||||
Due from related parties |
990,736 | 1,006,972 | ||||||
Inventory and supplies |
1,175,911 | 1,185,033 | ||||||
Prepaid expenses and other assets |
1,227,836 | 1,073,590 | ||||||
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Total current assets |
9,369,060 | 6,320,511 | ||||||
Property, buildings and equipment, net |
18,792,160 | 19,223,911 | ||||||
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Total assets |
$ | 28,161,220 | $ | 25,544,422 | ||||
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Liabilities and Shareholders Equity |
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Current liabilities: |
||||||||
Current portion of long-term debt |
$ | 352,560 | $ | 352,560 | ||||
Current portion of capital lease obligation |
111,327 | 128,376 | ||||||
Escrowed deposits |
279,250 | 409,680 | ||||||
Accounts payable |
1,180,164 | 756,199 | ||||||
Accrued rental distribution |
1,531,033 | 586,761 | ||||||
Accrued expenses and other liabilities |
972,976 | 1,434,814 | ||||||
Current portion of deferred income |
791,007 | 764,660 | ||||||
Guest deposits |
1,119,428 | 2,200,312 | ||||||
Due to related parties |
12,037,944 | 10,889,134 | ||||||
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|
|
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Total current liabilities |
18,375,689 | 17,522,496 | ||||||
Long-term debt, net of deferred issuance costs of $53,092 and $58,108 at March 31, 2017 and December 31, 2016, respectively |
|
6,028,643 |
|
|
6,111,768 |
| ||
Long-term capital lease obligation |
42,688 | 57,236 | ||||||
Deferred income |
547,173 | 501,649 | ||||||
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|
|
|||||
Total liabilities |
24,994,193 | 24,193,149 | ||||||
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|
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Shareholders 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 |
2,053,900 | 238,146 | ||||||
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|
|
|
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Total shareholders equity |
3,167,027 | 1,351,273 | ||||||
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|
|
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Total liabilities and shareholders equity |
$ | 28,161,220 | $ | 25,544,422 | ||||
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The accompanying Notes to Financial Statements are
an integral part of these financial statements
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Table of Contents
STATEMENTS OF OPERATIONS
AND ACCUMULATED EARNINGS
(Unaudited)
Three months ended March 31, |
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2017 | 2016 | |||||||
Resort revenues |
$ | 12,422,339 | $ | 12,343,843 | ||||
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|
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Costs and expenses: |
||||||||
Operating costs |
8,512,844 | 8,403,355 | ||||||
Sales and marketing |
674,535 | 538,424 | ||||||
General and administrative |
850,243 | 888,488 | ||||||
Depreciation |
492,004 | 468,509 | ||||||
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|
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Total costs and expenses |
10,529,626 | 10,298,776 | ||||||
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Net operating income before other (income) and expense |
1,892,713 | 2,045,067 | ||||||
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Other (income) and expense: |
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Other income |
(4,976 | ) | (8,017 | ) | ||||
Interest expense |
81,935 | 78,886 | ||||||
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Total other expense |
76,959 | 70,869 | ||||||
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Net income |
1,815,754 | 1,974,198 | ||||||
Accumulated earnings at beginning of period |
238,146 | 1,473,580 | ||||||
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Accumulated earnings at end of period |
$ | 2,053,900 | $ | 3,447,778 | ||||
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The accompanying Notes to Financial Statements are
an integral part of these financial statements
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STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31, |
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2017 | 2016 | |||||||
Operating activities: |
||||||||
Net income |
$ | 1,815,754 | $ | 1,974,198 | ||||
Non-cash items included in net income: |
||||||||
Depreciation |
492,004 | 468,509 | ||||||
Amortization of debt financing costs |
5,016 | 5,017 | ||||||
(Increase) decrease in: |
||||||||
Accounts receivable |
(3,110,919 | ) | (2,101,796 | ) | ||||
Inventory and supplies |
9,122 | 26,470 | ||||||
Prepaid expenses and other assets |
(154,246 | ) | (77,173 | ) | ||||
Increase (decrease) in: |
||||||||
Accounts payable |
423,965 | 260,002 | ||||||
Guest deposits |
(1,080,884 | ) | (535,249 | ) | ||||
Accrued expenses and other liabilities |
482,434 | 1,190,002 | ||||||
Deferred income |
71,871 | 94,102 | ||||||
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Cash flow (used in) provided by operating activities |
(1,045,883 | ) | 1,304,082 | |||||
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Investing activities: |
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Capital expenditures |
(60,253 | ) | (322,462 | ) | ||||
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Cash flow used in investing activities |
(60,253 | ) | (322,462 | ) | ||||
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Financing activities: |
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Payments on long-term debt |
(88,141 | ) | (88,141 | ) | ||||
Payments on capital lease obligations |
(31,597 | ) | (29,463 | ) | ||||
Net borrowings from related parties |
1,165,046 | 445,411 | ||||||
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Cash flow provided by (used in) financing activities |
1,045,308 | 327,807 | ||||||
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Net (decrease) increase in cash |
(60,828 | ) | 1,309,427 | |||||
Cash at beginning of period |
834,371 | 375,912 | ||||||
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Cash at end of period |
$ | 773,543 | $ | 1,685,339 | ||||
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
$ | 76,959 | $ | 73,869 | ||||
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The accompanying Notes to Financial Statements are
an integral part of these financial statements.
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Table of Contents
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 Companys accompanying balance sheet for March 31, 2017, and its statements of operations and accumulated earnings and cash flows for the three month periods ended March 31, 2017 and 2016, 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, 2016 has been derived from the audited financial statements as of that date.
The Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2016.
Note 2. Accounts Receivable
March 31, 2017 (Unaudited) |
December 31, 2016 |
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Trade accounts receivable |
$ | 4,987,606 | $ | 1,828,542 | ||||
Less reserve for bad debts |
(65,821 | ) | (17,677 | ) | ||||
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$ | 4,921,785 | $ | 1,810,865 | |||||
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Note 3. Property, Buildings and Equipment
March 31, 2017 (Unaudited) |
December 31, 2016 |
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Land and land improvements |
$ | 8,458,554 | $ | 8,458,554 | ||||
Buildings and recreational facilities |
31,947,870 | 31,942,695 | ||||||
Machinery and equipment |
20,891,843 | 20,836,945 | ||||||
Construction in progress |
481,996 | 481,816 | ||||||
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61,780,263 | 61,720,010 | |||||||
Less accumulated depreciation |
(42,988,103 | ) | (42,496,099 | ) | ||||
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$ | 18,792,160 | $ | 19,223,911 | |||||
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The Companys property, buildings and equipment are pledged as security for its debt (see Note 4).
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Note 4. Notes Payable and Capital Lease Obligation
On December 6, 2015 the Companys 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 March 31, 2017 $6,434,295 was outstanding under the note. The term note requires monthly principle payments of $29,380 plus interest of 3% over the one month Libor index (3.79% at March 31, 2017). 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 Ratio, as defined, of 1.25%. The Company was in default of this covenant as of December 31, 2016; however, the Company received a waiver for this default from its lender. Under the terms of its agreement, the debt service covenant will be re-measured at December 31, 2017. Management believes, based on its expectations that it will be in compliance with the debt covenant at that date; however there can be no assurances that it will be in compliance. Should the Company not be in compliance at December 31, 2017, it will seek a waiver or modification of the covenant. In addition, under the terms of the loan agreement, the Company has certain remedies available to it by which it can cure the default, and it is managements intent to do so if necessary.
On April 24, 2017, the Company entered in to a revolving line of credit agreement with the same third party lender in the maximum amount of $1,500,000 to be used as working capital as needed. The agreement is cross collateralized with the existing mortgage 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. The line of credit will terminate on December 6, 2020. The line of credit must be fully repaid at least 60 days of each year of the agreement. As of the date of this filing, the Company has not made any draw on this agreement.
On December 13, 2012, the Company entered into a capital lease obligation for equipment in the amount of $80,479. The capital lease is secured by the equipment purchased, matures in November 2017 and requires monthly payments of $1,426, including interest at 2.44%. At March 31, 2017, the amount due on this capital lease obligation was $11,304.
On December 2, 2012, the Company entered into a capital lease obligation for equipment in the amount of $255,874. The assets associated with this lease cost $294,724, of which $38,850 was reduced through the Companys trade-in of existing equipment. This capital lease is secured by the equipment purchased, matures in December 2017 and requires monthly payments of $4,995, including interest at 6.41%, beginning in January 2013. At March 31, 2017, the amount due on this capital lease obligation was $43,781.
On January 15, 2014 the Company entered into a capital lease obligation for equipment in the amount of $150,000. The capital lease is secured by equipment purchased, matures in December 2018 and requires monthly payments of $3,024 including interest of 7.75%. At March 31, 2017, the amount due on this capital lease obligation was $56,558.
On January 15, 2014, the Company entered into a capital lease obligation for equipment in the amount of $102,000. The capital lease is secured by equipment purchased, matures in December 2018 and requires monthly payments of $2,233, including interest an 11.30%. At March 31, 2017 the amount due on this capital lease obligation was $42,372.
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Note 5. Related Party Receivables and Payables
Related party receivables and payables at March 31, 2017 and December 31, 2016 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 6. Income Taxes
The Company is currently a member of a Qualified Subchapter S Subsidiary Group. Accordingly, no income tax expense was reflected in the Companys operating results as the tax is assessed to the shareholders of the Companys parent company.
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SADDLEBROOK RENTAL POOL OPERATION
BALANCE SHEETS
DISTRIBUTION FUND
March 31, 2017 (Unaudited) |
December 31, 2016 |
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Assets |
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Receivable from Saddlebrook Resorts, Inc. |
$ | 1,531,033 | $ | 586,761 | ||||
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Liabilities and Participants Fund Balance |
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Due to participants for rental pool distribution |
$ | 1,271,423 | $ | 536,148 | ||||
Due to maintenance escrow fund |
259,610 | 50,613 | ||||||
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$ | 1,531,033 | $ | 586,761 | |||||
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MAINTENANCE ESCROW FUND
March 31, 2017 (Unaudited) |
December 31, 2016 |
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Assets |
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Cash and cash equivalents |
$ | 252,993 | $ | 385,931 | ||||
Receivables: |
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Distribution fund |
259,610 | 50,613 | ||||||
Accrued Interest |
(86 | ) | (71 | ) | ||||
Prepaid expenses and other assets |
14,943 | 14,589 | ||||||
Linen Inventory |
149,517 | 68,190 | ||||||
Furniture Inventory |
49,747 | 54,112 | ||||||
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$ | 726,724 | $ | 573,364 | |||||
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Liabilities and Participants Fund Balance |
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Accounts payable |
$ | 221,360 | $ | 202,117 | ||||
Participants fund balance |
505,364 | 371,247 | ||||||
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$ | 726,724 | $ | 573,364 | |||||
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SADDLEBROOK RENTAL POOL OPERATION
STATEMENTS OF OPERATIONS
(Unaudited)
DISTRIBUTION FUND
Three months ended March 31, |
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2017 | 2016 | |||||||
Rental pool revenue |
$ | 3,805,618 | $ | 3,636,773 | ||||
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Deductions: |
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Marketing fee |
285,421 | 272,758 | ||||||
Management fee |
475,702 | 454,597 | ||||||
Travel agent commissions |
113,575 | 88,535 | ||||||
Credit card expense |
80,535 | 71,508 | ||||||
Bad debt expense |
25,000 | | ||||||
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980,233 | 887,398 | |||||||
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Net rental income |
2,825,385 | 2,749,375 | ||||||
Less operator share of net rental income |
(1,553,962 | ) | (1,237,219 | ) | ||||
Other revenues (expenses): |
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Complimentary room revenues |
9,490 | 16,899 | ||||||
Minor repairs and replacements |
(32,419 | ) | (72,955 | ) | ||||
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Amount available for distribution |
$ | 1,531,033 | $ | 1,456,100 | ||||
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SADDLEBROOK RENTAL POOL OPERATION
STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES
(Unaudited)
DISTRIBUTION FUND
Three months ended March 31, |
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2017 | 2016 | |||||||
Balance at beginning of period |
$ | | $ | | ||||
Additions: |
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Amount available for distribution |
1,531,033 | 1,456,100 | ||||||
Reductions: |
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Amount withheld for maintenance escrow fund |
(259,610 | ) | (218,881 | ) | ||||
Amount accrued or paid to participants |
(1,271,423 | ) | (1,237,219 | ) | ||||
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Balance at end of period |
$ | | $ | | ||||
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MAINTENANCE ESCROW FUND
Three months ended March 31, |
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2017 | 2016 | |||||||
Balance at beginning of period |
$ | 371,247 | 295,708 | |||||
Additions: |
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Amount withheld from distribution fund |
259,610 | 218,881 | ||||||
Unit owner payments |
45,983 | 13,864 | ||||||
Reductions: |
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Maintenance charges |
(93,420 | ) | (83,947 | ) | ||||
Linen replacement |
(78,056 | ) | | |||||
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Balance at end of period |
$ | 505,364 | $ | 444,506 | ||||
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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 participants 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 owners 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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Table of Contents
Item 2. Managements 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
First quarter 2017 compared to first quarter 2016
The Companys total revenues increased $78,000, or about 1%, for the three months ended March 31, 2017 compared to the same period in the prior year. Total revenues for the Rental Pool increased $169,000, or 5%. These changes are directly related to an increase in occupancy over the prior period.
Total costs and expenses increased $231,000, or about 2%. Total costs and expenses for the Rental Pool Operation increased $93,000, or about 10%.
The Companys net income for the quarter decreased in the amount of $158,000 compared to the same period in the prior year. Amounts available for distribution for the Rental Pool Operation increased $75,000 from the comparable period last year.
Impact of Current Economic Conditions
The Company continues to experience increased occupancy rates, when compared to prior periods. Ancillary service revenue is now beginning to show increases when compared to the prior periods as well. The Company believes that businesses have begun to alter
their spending patterns and that this is a result of a turnaround in the economy.
In response to this trend, the Company has increased its sales force to focus more in the area of corporate meetings. 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 Companys 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.
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Table of Contents
Liquidity and Capital Resources
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 Resorts operations.
On December 6, 2015 the Companys 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 March 31, 2017 $6,434,299 was outstanding under the note. The term note requires monthly principle payments of $29,380 plus interest of 3% over the one month Libor index (3.79% at March 31, 2017). 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 Ratio, as defined, of 1.25%. The Company was in default of this covenant as of December 31, 2016; however, the Company received a waiver for this default from its lender. Under the terms of its agreement, the debt service covenant will be re-measured at December 31, 2017. Management believes, based on its expectations that it will be in compliance with the debt covenant at that date; however there can be no assurances that it will be in compliance. Should the Company not be in compliance at December 31, 2017, it will seek a waiver or modification of the covenant. In addition, under the terms of the loan agreement, the Company has certain remedies available to it by which it can cure the default, and it is managements intent to do so if necessary.
On April 24, 2017, the Company entered in to a revolving line of credit agreement with the same third party lender in the maximum amount of $1,500,000 to be used as working capital as needed. The agreement is cross collateralized with the existing mortgage 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. The line of credit will terminate on December 6, 2020. The line of credit must be fully repaid at least 60 days of each year of the agreement. As of the date of this filing, the Company has not made any draw on this agreement.
The Companys ultimate shareholder has the financial ability and intent to continue to fund operations through affiliated companies that are 100% owned by the Companys ultimate shareholder to the extent required to support the Companys operations. The Company has loans outstanding to the affiliated companies of approximately $12 million and $10.9 million as of March 31, 2017 and December 31, 2016, respectively. In addition to the shareholders financial ability, these affiliated Companies are expected to continue to generate positive cash flows during fiscal year 2017 should additional funding be required to support the Companys operations.
The Companys 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 Companys business or financial condition.
Seasonality
The Companys 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 Companys 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 Companys 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 Companys 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 March 31, 2017, pursuant to Exchange Act Rule 15d-15. Based upon that evaluation, the Companys Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of March 31, 2017 in timely alerting them to material information required to be included in the Companys periodic SEC filings.
The Companys 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 Companys internal controls over financial reporting during the three months ended March 31, 2017 that materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.
The Company is involved in litigation in the ordinary course of business. In the opinion of the Companys 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 Companys financial condition and results of operations.
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The following exhibits are included in this Form 10-Q:
10.1 - Revolving Line of Credit Agreement dated April 24, 2017 |
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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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: May 15, 2017 | /s/ Donald L. Allen | |||||
Donald L. Allen | ||||||
Vice President and Treasurer | ||||||
(Principal Financial and | ||||||
Accounting Officer) |
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