-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VbOAq/na8raQD0R+7yoPzPDrJ42KAt9jaVhEL2Gy/ITUV6b3CF2jDbFohhlAt88N OnKaITEb8GCAmBwgc7JEtg== 0000950144-08-006498.txt : 20080814 0000950144-08-006498.hdr.sgml : 20080814 20080814153556 ACCESSION NUMBER: 0000950144-08-006498 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SADDLEBROOK RESORTS INC CENTRAL INDEX KEY: 0000313151 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 591917822 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-65481 FILM NUMBER: 081018597 BUSINESS ADDRESS: STREET 1: 5700 SADDLEBROOK WAY CITY: WESLEY CHAPEL STATE: FL ZIP: 33543-4499 BUSINESS PHONE: 8139731111 MAIL ADDRESS: STREET 1: 5700 SADDLEBROOK WAY CITY: WESLEY CHAPEL STATE: FL ZIP: 33543-4499 10-Q 1 g14765e10vq.htm SADDLEBROOK RESORTS, INC. SADDLEBROOK RESORTS, INC.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark one)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
OR
     
o   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 þ  NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o    Accelerated filer o    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
  Smaller reporting company o 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o  NO þ
Registrant has 100,000 shares of common stock outstanding, all of which are held by an affiliate of the Registrant.
 
 

 


 

INDEX
         
    Page
       
 
       
       
 
       
Saddlebrook Resorts, Inc.
       
    3  
    4  
    5  
    6  
 
       
Saddlebrook Rental Pool Operation
       
    9  
    10  
    11  
 
       
    12  
 
       
    14  
 
       
    14  
 
       
       
 
       
    14  
 
       
    15  
 
       
    15  
 EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
 EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
 EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
 EX-32.2 SECTION 906 CERTIFICATION OF THE CFO

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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
SADDLEBROOK RESORTS, INC.
BALANCE SHEETS
                 
    June 30,        
    2008     December 31,  
    (Unaudited)     2007  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 4,935,995     $ 991,320  
Escrowed cash
    879,103       890,069  
Short-term investments
    175,000       175,000  
Short-term escrowed investments
    196,795        
Accounts receivable, net
    4,651,893       3,200,585  
Due from related parties
    2,897,134       2,228,553  
Inventory and supplies
    1,738,090       1,679,645  
Prepaid expenses and other current assets
    1,041,874       756,956  
 
           
Total current assets
    16,515,884       9,922,128  
Property, buildings and equipment, net
    25,380,415       25,493,141  
Deferred charges, net
    23,868       32,022  
 
           
Total assets
  $ 41,920,167     $ 35,447,291  
 
           
Liabilities and Shareholder’s Equity
               
Current liabilities:
               
Current portion of note payable
  $ 800,004     $ 800,004  
Current portion of capital leases
    59,008       127,845  
Current portion of line of credit
    2,500,000       1,750,000  
Escrowed deposits
    1,075,897       890,069  
Accounts payable
    1,159,936       1,668,050  
Accrued rental distribution
    1,450,371       905,234  
Accrued expenses and other liabilities
    2,717,624       2,411,566  
Current portion of deferred income
    880,023       814,861  
Guest deposits
    1,331,237       1,657,194  
Due to related parties
    67,027        
 
           
Total current liabilities
    12,041,127       11,024,823  
Note payable due after one year
    8,266,648       8,666,650  
Long-term portion of deferred income
    1,561,397       1,609,632  
 
           
Total liabilities
    21,869,172       21,301,105  
 
           
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  
Accumulated earnings
    18,937,868       13,033,059  
 
           
Total shareholder’s equity
    20,050,995       14,146,186  
 
           
 
  $ 41,920,167     $ 35,447,291  
 
           
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 ACCUMULATED EARNINGS
(Unaudited)
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2008     2007     2008     2007  
Revenues
  $ 12,767,415     $ 10,571,901     $ 33,002,081     $ 27,598,482  
 
                       
 
                               
Costs and expenses:
                               
Operating costs
    9,223,752       8,191,144       21,732,076       19,080,953  
Sales and marketing
    800,862       732,666       1,876,831       1,472,549  
General and administrative
    948,937       1,081,479       2,106,703       2,259,307  
Depreciation
    541,615       495,002       1,058,980       977,278  
 
                       
Total costs and expenses
    11,515,166       10,500,291       26,774,590       23,790,087  
 
                       
Net operating income before
                               
Other expenses (income)
    1,252,249       71,610       6,227,491       3,808,395  
 
                       
Other expenses (income)
                               
Interest income
    (8,737 )     (21,731 )     (12,657 )     (33,474 )
Other income
    10       (18,743 )     21,730       (24,712 )
Interest expense
    143,225       221,751       313,611       441,492  
 
                               
 
                       
Total other expenses (income)
    134,498       181,277       322,684       383,306  
 
                               
Net income (loss)
    1,117,751       (109,667 )     5,904,809       3,425,089  
 
                               
Accumulated earnings at beginning of period
    17,820,117       16,036,753       13,033,059       12,501,997  
 
                       
Accumulated earnings at end of period
  $ 18,937,868     $ 15,927,086     $ 18,937,868     $ 15,927,086  
 
                       
The accompanying Notes to Financial Statements 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,  
    2008     2007  
Operating activities:
               
Net income
  $ 5,904,809     $ 3,425,089  
Non-cash items included in net income:
               
Provision for doubtful accounts
    3,300        
Depreciation
    1,058,980       977,278  
Amortization of debt financing costs
    8,154       8,154  
Loss on sale of assets
    1,821       57,527  
(Increase) decrease in:
               
Accounts receivable
    (1,454,608 )     (1,120,170 )
Inventory and supplies
    (58,445 )     78,093  
Prepaid expenses and other assets
    (284,918 )     (554,242 )
(Decrease) increase in:
               
Accounts payable
    (508,114 )     (220,950 )
Accrued rental distribution
    545,137       379,554  
Guest deposits
    (325,957 )     (306,667 )
Accrued expenses and other liabilities
    306,057       382,876  
Deferred income
    16,927       47,953  
 
           
Cash flow provided by operating activities
    5,213,143       3,154,495  
 
           
Investing activities:
               
Proceeds from sale of asset
    500       4,900  
Capital expenditures
    (948,575 )     (815,298 )
 
           
Cash flow used in investing activities
    (948,075 )     (810,398 )
 
           
Financing activities:
               
Proceeds from line of credit
    750,000        
Payments on notes payable
    (400,002 )     (400,002 )
Payments on capital lease obligations
    (68,837 )     (76,350 )
Net payments to related parties
    (601,554 )     (764,178 )
 
           
Cash flow used in financing activities
    (320,393 )     (1,240,530 )
 
           
Net increase in cash
    3,944,675       1,103,567  
Cash at beginning of period
    991,320       977,849  
 
           
 
               
Cash at end of period
  $ 4,935,995     $ 2,081,416  
 
           
 
               
Supplemental disclosure of cash flow information:
               
Cash paid for interest
  $ 305,457     $ 433,338  
 
           
The accompanying Notes to Financial Statements 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, 2008, and its statements of operations and accumulated earnings and cash flows for the periods ended June 30, 2008 and 2007, are unaudited but reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature.
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 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, consequently, do not include all disclosures normally provided in the Company’s Annual Report on Form 10-K. 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, 2007.
Note 2. Accounts Receivable
                 
    June 30,        
    2008     December 31,  
    (Unaudited)     2007  
Trade accounts receivable
  $ 4,691,748     $ 3,245,106  
Less allowance for bad debts
    (39,855 )     (44,521 )
 
           
 
               
 
  $ 4,651,893     $ 3,200,585  
 
           

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Note 3. Property, Buildings and Equipment
                 
    June 30,        
    2008     December 31,  
    (Unaudited)     2007  
Land and land improvements
  $ 6,809,179     $ 6,809,179  
Buildings and recreational facilities
    28,776,112       27,520,130  
Machinery and equipment
    16,977,384       16,090,540  
Construction in progress
    774,779       1,982,166  
 
           
 
    53,337,454       52,402,015  
Less accumulated depreciation
    (27,957,039 )     (26,908,874 )
 
           
 
               
 
  $ 25,380,415     $ 25,493,141  
 
           
The Company’s property, buildings and equipment are pledged as security for its debt (see Note 5).
Note 4. Deferred Charges
                 
    June 30,        
    2008     December 31,  
    (Unaudited)     2007  
Debt issue costs
  $ 83,730     $ 83,730  
Less accumulated amortization
    (59,862 )     (51,708 )
 
           
 
               
 
  $ 23,868     $ 32,022  
 
           

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Note 5. Note Payable and Line of Credit
The Company’s term note is due November 1, 2009, and requires monthly principal payments of $66,667, together with monthly payment of all accrued interest. The term note bears interest at 2% over the one month LIBOR index. The rate as of June 30, 2008 was 4.46%. At June 30, 2008, the outstanding balance on this term note was $9,066,652.
The Company has the ability to obtain an additional $5 million under a line of credit facility from the same lender under the same terms as the term note subject to specific covenants. The Company had an outstanding balance of $2,500,000 on the line of credit at June 30, 2008.
Note 6. Related Party Receivables and Payables
Related party receivables and payables at June 30, 2008 and December 31, 2007 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 and expected to be fully collected within one year.
Note 7. 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 its parent company.

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SADDLEBROOK RENTAL POOL OPERATION
BALANCE SHEETS
DISTRIBUTION FUND
                 
    June 30,        
    2008     December 31,  
    (Unaudited)     2007  
Assets
               
Receivable from Saddlebrook Resorts, Inc.
  $ 1,450,371     $ 905,234  
 
           
 
               
Liabilities and Participants’ Fund Balance
               
Due to participants for rental pool distribution
  $ 1,216,089     $ 758,745  
Due to maintenance escrow fund
    234,282       146,489  
 
           
 
               
 
  $ 1,450,371     $ 905,234  
 
           
MAINTENANCE ESCROW FUND
                 
    June 30,        
    2008     December 31,  
    (Unaudited)     2007  
Assets
               
Cash and cash equivalents
  $ 1,062,424     $ 869,796  
Receivables:
               
Distribution fund
    234,282       146,489  
Owner payments
    22,539        
Accrued interest receivable
    3,029        
Linen inventory
    32,204       84,317  
Prepaid expenses and other assets
    2,701       1,774  
 
           
 
               
 
  $ 1,357,179     $ 1,102,376  
 
           
Liabilities and Participants’ Fund Balance
               
Accounts payable
  $ 109,066     $ 120,702  
Participants’ fund balance
    1,248,113       981,674  
 
           
 
               
 
  $ 1,357,179     $ 1,102,376  
 
           

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SADDLEBROOK RENTAL POOL OPERATION
STATEMENTS OF OPERATIONS
(Unaudited)
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2008     2007     2008     2007  
Rental pool revenues
  $ 3,687,557     $ 2,726,616     $ 10,593,821     $ 8,283,860  
 
                       
 
                               
Deductions:
                               
Marketing fee
    276,567       204,496       794,537       621,289  
Management fee
    460,945       340,827       1,324,228       1,035,483  
Travel agent commissions
    161,067       126,135       527,145       320,599  
Credit card expense
    86,558       54,235       189,249       144,361  
 
                       
 
    985,137       725,693       2,835,159       2,121,732  
 
                       
 
                               
Net rental income
    2,702,420       2,000,923       7,758,662       6,162,128  
Less operator share of net rental income
    (1,216,089 )     (900,415 )     (3,491,398 )     (2,772,957 )
Other revenues (expenses):
                               
Complimentary room revenues
    20,700       17,216       39,763       36,367  
Minor repairs and replacements
    (56,660 )     (47,737 )     (106,535 )     (97,808 )
 
                       
 
                               
Amount available for distribution
  $ 1,450,371     $ 1,069,987     $ 4,200,492     $ 3,327,730  
 
                       

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SADDLEBROOK RENTAL POOL OPERATION
STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES
(Unaudited)
DISTRIBUTION FUND
                 
    Six months ended  
    June 30,  
    2008     2007  
Balance at beginning of period
  $     $  
 
               
Additions:
               
Amount available for distribution
    4,200,492       3,327,730  
 
               
Reductions:
               
Amount withheld for maintenance escrow fund
    (709,094 )     (554,773 )
Amount accrued or paid to participants
    (3,491,398 )     (2,772,957 )
 
           
 
               
Balance at end of period
  $     $  
 
           
MAINTENANCE ESCROW FUND
                 
    Six months ended  
    June 30,  
    2008     2007  
Balance at beginning of period
  $ 981,674       769,905  
 
               
Additions:
               
Amount withheld from distribution fund
    709,094       554,773  
Unit owner payments
    264,034       10,654  
Interest earned
    8,336       12,646  
 
               
Reductions:
               
Escrow account refunds
    (23,404 )     (31,868 )
Maintenance charges
    (167,531 )     (114,173 )
Unit renovations
    (392,399 )     (168,059 )
Linen replacement
    (131,691 )     (115,323 )
 
           
 
               
Balance at end of period
  $ 1,248,113     $ 711,281  
 
           

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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.
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’s and its affiliates’ current cash reserves and cash generated by resort operations. The Company’s current debt agreement also contains a commitment for an additional $5,000,000, of which $2,500,000 was outstanding at June 30, 2008, provided the Company is in compliance with certain financial covenants. The Company’s financing from a third-party lender bears interest at 2% over the one month LIBOR index (4.46% at June 30, 2008) and matures on November 1, 2009.

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Results of Operations
Second quarter 2008 compared to second quarter 2007
The Company’s total revenues increased approximately $2,200,000, or about 21%, for the three months ended June 30, 2008 compared to the same period in the prior year. This increase is directly related to a 13% increase in occupancy over the prior period. Total revenues for the Rental Pool increased approximately $961,000, or about 35%. This increase is directly related to the increase in occupancy, along with an 8% increase in the average room rate.
The increases of $1,015,000 in total costs and expenses for the Company, and $259,000 in total costs and expenses for the Rental Pool Operation, are consistent with the increases in revenues.
Net income for the Company increased $1,227,000 over the comparable period last year. Amounts available for distribution for the Rental Pool Operation increased $380,000 over the comparable period last year.
First six months 2008 compared to first six months 2007
The Company’s total revenues increased approximately $5,404,000, or about 19% for the six months ended June 30, 2008 compared to the same period in the prior year. This increase is directly related to a 15% increase in occupancy over the prior year. The total revenues for the Rental Pool increased approximately $2,310,000, or about 27%. This increase is directly related to the increase in occupancy, along with a 9% increase in the average room rate.
The increases of $2,985,000 in total costs and expenses for the Company, and $713,000 in total costs and expenses for the Rental Pool Operation, are consistent with the increases in revenues.
Net income for the Company increased $2,480,000 over the comparable period last year. Amounts available for distribution for the Rental Pool Operation increased $873,000 over the same period in the prior year.
Seasonality
The Company’s operations are seasonal with the highest volume of revenues 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 periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company’s invested cash, including investments escrowed on behalf of the condominium unit owners in the Rental Pool’s Maintenance Escrow Fund, 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 bears interest at 2% over the one month LIBOR index and matures on November 1, 2009.
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, 2008, 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, 2008 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 significant changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2008 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 from time to time 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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Table of Contents

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
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, 2008      /s/ Donald L. Allen    
      Donald L. Allen   
      Vice President and Treasurer
(Principal Financial and
Accounting Officer) 
 
 

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EX-31.1 2 g14765exv31w1.htm EX-31.1 SECTION 302 CERTIFICATION OF THE CEO EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
Exhibit 31.1
CHIEF EXECUTIVE OFFICER SECTION 15d-14(a) CERTIFICATION
I, Thomas L. Dempsey, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Saddlebrook Resorts, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)for the registrant and have:
     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
         
Date: August 14, 2008      /s/ Thomas L. Dempsey    
      Thomas L. Dempsey   
      Chairman of the Board and
Chief Executive Officer 
 
 

EX-31.2 3 g14765exv31w2.htm EX-31.2 SECTION 302 CERTIFICATION OF THE CFO EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
Exhibit 31.2
CHIEF FINANCIAL OFFICER SECTION 15d-14(a) CERTIFICATION
I, Donald L. Allen, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Saddlebrook Resorts, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)for the registrant and have:
     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: August 14, 2008      /s/ Donald L. Allen    
      Donald L. Allen   
      Vice President and Treasurer   
 

EX-32.1 4 g14765exv32w1.htm EX-32.1 SECTION 906 CERTIFICATION OF THE CEO EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
Exhibit 32.1
CHIEF EXECUTIVE OFFICER SECTION 1350 CERTIFICATION
I, Thomas L. Dempsey, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that the Quarterly Report on Form 10-Q for Saddlebrook Resorts, Inc. for the period ended June 30, 2008 fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of Saddlebrook Resorts, Inc.
         
     
Date: August 14, 2008  /s/ Thomas L. Dempsey    
  Thomas L. Dempsey   
  Chairman of the Board and
Chief Executive Officer 
 
 

EX-32.2 5 g14765exv32w2.htm EX-32.2 SECTION 906 CERTIFICATION OF THE CFO EX-32.2 SECTION 906 CERTIFICATION OF THE CFO
Exhibit 32.2
CHIEF FINANCIAL OFFICER SECTION 1350 CERTIFICATION
I, Donald L. Allen, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that the Quarterly Report on Form 10-Q for Saddlebrook Resorts, Inc. for the period ended June 30, 2008 fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of Saddlebrook Resorts, Inc.
         
     
Date: August 14, 2008  /s/ Donald L. Allen    
  Donald L. Allen   
  Vice President and Treasurer   
 

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