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 March 31, 2009

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 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 o       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
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Saddlebrook Resorts, Inc.		3
Balance Sheets at March 31, 2009 and December 31, 2008		3
Statements of Operations and Accumulated Earnings for the three months ended March 31, 2009 and 2008		4
Statements of Cash Flows for the three months ended March 31, 2009 and 2008		5
Notes to Financial Statements		6
Saddlebrook Rental Pool Operation
Balance Sheets at March 31, 2009 and December 31, 2008		9
Statements of Operations for the three months ended March 31, 2009 and 2008		10
Statements of Changes in Participants’ Fund Balance for the three months ended March 31, 2009 and 2008		11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3. Quantitative and Qualitative Disclosures About Market Risk		13
Item 4. Controls and Procedures		14
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		14
Item 6. Exhibits		15
Signature		15
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SADDLEBROOK RESORTS, INC.

BALANCE SHEETS

	March 31,
	2009		December 31,
	(Unaudited)		2008
Assets
Current assets:
Cash and cash equivalents	$	3,385,322	$	3,752,278
Escrowed cash		182,889		121,801
Short-term investments		175,000		175,000
Short-term escrowed investments		399,673		399,205
Accounts receivable, net		2,326,416		1,362,339
Due from related parties		1,986,520		2,112,747
Inventory and supplies		1,737,006		1,832,820
Prepaid expenses and other current assets		584,809		648,660
Total current assets		10,777,635		10,404,850
Property, buildings and equipment, net		24,664,773		24,743,737
Due from related parties, net of current portion		1,500,000		1,500,000
Deferred charges, net		55,895		35,670
Total assets	$	36,998,303	$	36,684,257
Liabilities and Shareholder’s Equity
Current liabilities:
Current portion of notes payable	$	1,060,000	$	1,361,667
Current portion of capital lease obligation		86,245		—
Escrowed deposits		582,562		521,006
Accounts payable		554,365		770,811
Accrued rental distribution		1,296,382		674,147
Accrued expenses and other liabilities		2,146,885		2,045,784
Current portion of deferred income		873,746		823,223
Guest deposits		1,340,165		2,453,431
Total current liabilities		7,940,350		8,650,069
Notes payable due after one year		9,540,000		9,804,983
Capital lease obligation		270,357		—
Long-term portion of deferred income		1,486,568		1,512,483
Total liabilities		19,237,275		19,967,535
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		16,647,901		15,603,595
Total shareholder’s equity		17,761,028		16,716,722
	$	36,998,303	$	36,684,257

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
	March 31,
	2009			2008
Resort revenues	$	9,762,424		$	20,234,667
Costs and expenses:
Operating costs		6,808,673			12,508,324
Sales and marketing		470,502			1,075,969
General and administrative		810,127			1,157,766
Depreciation		531,238			517,364
Total costs and expenses		8,620,540			15,259,423
Net operating income before other expenses and (income)		1,141,884			4,975,244
Other expenses and (income):
Interest income		(5,467	)		(3,920	)
Other (income) expense		(7,012	)		21,720
Interest expense		110,057			170,386
Total other expenses and (income)		97,578			188,186
Net income		1,044,306			4,787,058
Accumulated earnings at beginning of period		15,603,595			13,033,059
Accumulated earnings at end of period	$	16,647,901		$	17,820,117

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)

	Three months ended
	March 31,
	2009			2008
Operating activities:
Net income	$	1,044,306		$	4,787,058
Non-cash items included in net income:
Depreciation		531,238			517,364
Amortization of debt financing costs		35,669			4,077
(Gain) on the sale of assets		(593	)		—
Decrease (increase) in:
Accounts receivable		(964,077	)		(7,249,334	)
Inventory and supplies		95,814			(23,235	)
Prepaid expenses and other assets		63,851			(297,541	)
Increase (decrease) in:
Accounts payable		(216,446	)		136,918
Guest deposits		(1,113,266	)		(512,674	)
Accrued expenses and other liabilities		723,336			2,121,935
Deferred income		24,608			161,923
Cash flow provided by (used in) operating activities		224,440			(353,509	)
Investing activities:
Capital expenditures		(176,039	)		(443,377	)
Proceeds from the sale of property and equipment		94,900			—
Cash flow used in investing activities		(81,139	)		(443,377	)
Financing activities:
Proceeds from line of credit		—			750,000
Payments on notes payable		(566,650	)		(200,001	)
Payments on capital lease obligations		(13,940	)		(39,893	)
Debt cost to be amortized		(55,895	)		—
Net payments from related parties		126,227			234,089
Cash flow (used in) provided by financing activities		(510,258	)		744,195
Net (decrease) increase in cash		(366,957	)		(52,691	)
Cash at beginning of period		3,752,278			991,320
Cash at end of period	$	3,385,322		$	938,629
Supplemental disclosure of cash flow information:
Cash paid for interest	$	49,858		$	166,000

Non-Cash Investing Activities

In February 2009, the Company acquired $370,542 of vehicles through a capital lease obligation.

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 March 31, 2009, and its statements of operations and accumulated earnings and cash flows for the periods ended March 31, 2009 and 2008, 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, 2008.

Note 2. Accounts Receivable

	March 31,
	2009			December 31,
	(Unaudited)			2008
Trade accounts receivable	$	2,366,948		$	1,407,130
Less reserve for bad debts		(40,532	)		(44,791	)
	$	2,326,416		$	1,362,339

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Note 3. Property, Buildings and Equipment

	March 31,
	2009			December 31,
	(Unaudited)			2008
Land and land improvements	$	6,809,179		$	6,809,179
Buildings and recreational facilities		29,569,656			29,475,098
Machinery and equipment		17,283,445			16,967,184
Construction in progress		108,098			350,737
		53,770,378			53,602,198
Less accumulated depreciation		(29,105,605	)		(28,858,461	)
	$	24,664,773		$	24,743,737

The Company’s property, buildings and equipment are pledged as security for its debt (see Note 5).

Note 4. Deferred Charges

	March 31,
	2009		December 31,
	(Unaudited)		2008
Debt issue costs	$	55,895	$	107,676
Less accumulated amortization		—		(72,007	)
	$	55,895	$	35,669

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Note 5. Notes Payable and Capital Lease Obligation

On March 12, 2009 the Company refinanced $10,600,000 (the remaining principle balance of the term note along with the outstanding balance of the additional line of credit financing). The new term note is due March 12, 2014, and requires monthly principal payments of $88,333, plus monthly payments of all accrued interest. The term note bears interest at 2.5% over the one month LIBOR index. The rate as of March 31, 2009 was 3.06%. The note is collateralized by all current and subsequently acquired real and personal property. At March 31, 2009, the outstanding balance on this term note was $10,600,000.

The Company has the ability to obtain an additional $2,500,000 under a line of credit facility from the same lender, with the same rate of interest, subject to meeting certain financial covenants on an annual basis. The line of credit expires in March 2011. At March 31, 2009, the Company has no borrowings on the line of credit.

On February 11, 2009, the Company entered into a capital lease for the purchase of vehicles in the amount of $370,542. The capital lease is secured by the vehicles purchased, matures in January 2013 and requires monthly payments of $8,574, including interest at 5.24%.

Note 6. Related Party Receivables and Payables

Related party receivables and payables at March 31, 2009 and December 31, 2008 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. Approximately $2 million of the total $3.5 million due from related parties is expected to be repaid/collected within 1 year and therefore has been classified as a current asset in the accompanying balance sheets.

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

	March 31,
	2009		December 31,
	(Unaudited)		2008
Assets
Receivable from Saddlebrook Resorts, Inc.	$	1,296,382	$	674,147
Liabilities and Participants’ Fund Balance
Due to participants for rental pool distribution	$	1,074,459	$	568,641
Due to maintenance escrow fund		221,923		105,506
	$	1,296,382	$	674,147

MAINTENANCE ESCROW FUND

	March 31,
	2009		December 31,
	(Unaudited)		2008
Assets
Cash and cash equivalents	$	563,962	$	503,806
Receivables:
Distribution fund		221,923		105,506
Interest		190		762
Prepaid expenses and other assets		876		2,301
	$	786,951	$	612,375
Liabilities and Participants’ Fund Balance
Accounts payable	$	67,460	$	56,695
Participants’ fund balance		719,491		555,680
	$	786,951	$	612,375

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SADDLEBROOK RENTAL POOL OPERATION

STATEMENTS OF OPERATIONS
(Unaudited)

DISTRIBUTION FUND

	Three months ended
	March 31,
	2009			2008
Rental pool revenue	$	3,229,115		$	6,906,264
Deductions:
Marketing fee		242,184			517,970
Management fee		403,639			863,283
Travel agent commissions		131,570			366,078
Credit card expense		64,035			102,691
		841,428			1,850,022
Net rental income		2,387,687			5,056,242
Less operator share of net rental income		(1,074,459	)		(2,275,309	)
Other revenues (expenses):
Complimentary room revenues		11,794			19,063
Minor repairs and replacements		(28,640	)		(49,875	)
Amount available for distribution	$	1,296,382		$	2,750,121

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SADDLEBROOK RENTAL POOL OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES
(Unaudited)

DISTRIBUTION FUND

	Three months ended
	March 31,
	2009			2008
Balance at beginning of period	$	—		$	—
Additions:
Amount available for distribution		1,296,382			2,750,121
Reductions:
Amount withheld for maintenance escrow fund		(221,923	)		(474,812	)
Amount accrued or paid to participants		(1,074,459	)		(2,275,309	)
Balance at end of period	$	—		$	—

MAINTENANCE ESCROW FUND

	Three months ended
	March 31,
	2009			2008
Balance at beginning of period	$	555,680			981,674
Additions:
Amount withheld from distribution fund		221,923			474,812
Unit owner payments		9,823			6,100
Interest earned		579			5,549
Reductions:
Escrow account refunds		(1,706	)		(14,078	)
Maintenance charges		(72,974	)		(80,372	)
Unit renovations		16,119			(137,891	)
Linen replacement		(9,953	)		(79,168	)
Balance at end of period	$	719,491		$	1,156,626

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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.

Impact of Current Economic Conditions

The Company believes that the reduced occupancy rates are due to the current state of the United States’ economy, and the fact that businesses appear to have altered their spending patterns in response. This has resulted in fewer group (corporate) bookings.

In response to this trend, the Company is increasing its marketing efforts toward the social clientele by developing packages designed to target more social guests, including families. These social packages will be promoted through the Company’s website as well as through travel wholesalers and with emphasis on e-commerce sites.

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 allows for the Company to borrow an additional $2,500,000, provided the Company is in compliance with certain financial covenants. The Company’s financing from a third-party lender bears interest at 2.5% over the one month LIBOR index (3.06% at March 31, 2009) and matures in March 2014.

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Results of Operations

First quarter 2009 compared to first quarter 2008

The Company’s total revenues for the three months ended March 31, 2009 decreased approximately $10,472,000, about 52%, from the first quarter of the prior year. Rental Pool revenues decreased $3,677,000, or about 53% from the comparable period last year. The current state of the United States economy has had a negative impact on the Company’s occupancy rates. The Company is experiencing fewer group (corporate) bookings. This has resulted in not only reduced Rental Pool revenues, but also reductions in revenue in other areas of the resort. The number of guests on property decreased about 47% when compared with the first quarter of 2008. Due to the seasonality of the business the results of operations for the interim period shown in this report are not necessarily indicative of results to be expected for the remaining interim periods in this fiscal year.

The decrease of $6,639,000 in operating costs and expenses for the Company is consistent with the decreases in revenues. The $1,009,000 decrease in operating costs and expenses for the Rental Pool Operation is directly related to the decreases in revenues.

Net Income for the Company decreased $3,743,000 from the comparable period last year. Amounts available for distribution for the Rental Pool Operation decreased $1,454,000 from the first quarter of 2008.

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 periods 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, including investments escrowed on behalf of the condominium unit owners in the Rental Pool’s Maintenance Escrow Fund, are 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 2.5% over the one month LIBOR index and matures on March 12, 2014.

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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 March 31, 2009, 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 March 31, 2009 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 quarter ended March 31, 2009 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

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: May 15, 2009	/s/ Donald L. Allen
	Donald L. Allen
	Vice President and Treasurer (Principal Financial and Accounting Officer)

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