Form 10-K

Large accelerated filer

Accelerated Filer

Non-accelerated filer

Smaller reporting company

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES ¨ NO x

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 x 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 x NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. Not applicable

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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 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 x

The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was zero, as all of the common equity of the Registrant is held by an affiliate of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Not applicable

Saddlebrook Resorts, Inc., (the “Company”) was incorporated in the State of Florida on June 20, 1979. It was formed to acquire an existing golf course and tennis club located in Pasco County, Florida, and develop it into a condominium resort and residential homes project named Saddlebrook Resort (the “Resort”). In November 1988, the Company transferred its real estate development division to its prior parent company and retained only its operation of the Resort.

The Company is currently owned by Saddlebrook Holdings, Inc., which is ultimately owned by Thomas L. Dempsey and his family. Mr. Dempsey acquired the Company from its prior parent company in November 1988.

Based on its numerous awards, the Resort has a reputation as a world-class facility that caters to corporate meeting planners and sports enthusiasts at all skill levels. As a destination resort, it offers luxury accommodations, convention facilities, restaurants, two golf courses, tennis courts, a spa and other recreational areas. An accredited preparatory school at the Resort and an on-site real estate sales office are operated by affiliates of the Company.

The Resort’s accommodations are condominium units that have been sold to third parties or to affiliates of the Company. The majority of the condominium units 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.

All of the Resort’s condominium units are governed by the Saddlebrook Resort Condominium Association, Inc. (the “Association”) in accordance with Florida statutes. The Board of Directors for the Association is elected by the condominium unit owners. The condominium unit owners also approve an annual budget of common expenses for the Association that determines their quarterly assessments that must be paid regardless of the units’ participation in rental programs.

A Resort condominium unit’s participation in a rental program also requires a club membership at the Resort with its separate initiation fees and quarterly dues. The club membership is directed by a Board of Governors appointed by the Company’s management.

The Company’s operation of the Resort is not considered to be dependent upon the availability of raw materials, nor the effect of the duration of patents, licenses, franchises or concessions held.

The Resort’s business is considered to be seasonal with a higher volume of sales during the winter and spring seasons.

Although the Resort’s reputation in the conference-hosting industry is excellent, the market for these services is extremely competitive. Consequently, the Resort aggressively competes against numerous resort hotels and convention facilities both in central Florida and nationwide.

At December 31, 2014, there were approximately 582 persons employed by the Company. The Company’s management relationship with its employees is excellent and there are no collective bargaining agreements.

Saddlebrook Resort is located in Wesley Chapel, Florida, which is in south central Pasco County, immediately north of Tampa, Florida.

The Resort is inside the gated community of Saddlebrook. The Resort’s property includes approximately 480 acres of land that are owned by the Company and an affiliate. Located on the Resort’s property are convention facilities with over 95,000 square feet of meeting and function space, three restaurants, two 18-hole golf courses, 45 tennis courts, a 7,000-square foot luxury health spa, a 7,500-square foot fitness center, three swimming pools, shops and other operational and recreation areas.

A total of 556 condominium units are at the Resort comprised of one-, two- and three-bedroom suites. Of these condominium units, 408 are designed for hotel occupancy and located in an area called the Walking Village. The remaining 148 are slightly larger, designed for longer-termed rental, and are located in an area called the Lakeside Village. At December 31, 2014, there were 529 hotel accommodations participating in the Rental Pool. The three-bedroom condominium units become hotel accommodations as a two-bedroom suite with a separate adjoining hotel room. Some two-bedroom condominium units become hotel accommodations as a one-bedroom suite with a separate adjoining hotel room.

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. The effect, if any, of these claims is considered immaterial to the Company’s financial condition and results of operations.

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s stock is privately held and there is no established market for the stock.

The right to participate in a rental pool that accompanies the condominium units that were developed and sold by the Company is deemed to be a security. However, there is no market for such securities other than the normal real estate market.

Since the security is the participation right in a rental pool, no dividends have been paid or will be paid to condominium unit owners. However, the condominium unit owners participating in the Rental Pool receive a contractual distribution of rent from the Company quarterly.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company operates the Resort, 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 the Rental Pool. Other resort facilities owned by the Company and its affiliates include golf courses, tennis courts, a spa, restaurants and a conference center.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU^© 2014-09, “Revenue from Contracts with Customers,” which creates a new Topic, Accounting Standards Codification (“ASC”) Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good and services. This standard is effective for the Company beginning in 2017 and allows for either full retrospective adoption or modified retrospective adoption. The Company is currently evaluating the impact of the adoption of ASC Topic 606 on its financial statements.

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going-concern uncertainties in financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 158, 2016, and interim periods thereafter, with early adoption permitted. The adoption of this guidance is not expected to have any impact on the Company’s results of operations or financial position. The Company is currently evaluating the impact of this update on future disclosures concerning its liquidity position.

The following accounting policies are considered critical by the Company’s management. These and other accounting policies require that estimates be made based on assumptions and judgment that affect revenues, expenses, assets, liabilities and disclosure of contingencies in the Company’s financial statements. These estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. However, actual results may differ from these estimates due to different conditions.

Asset Impairments - The Company’s management periodically evaluates whether there has been a permanent impairment of long-lived assets. The Company’s management believes that the accounting estimates related to asset impairments is critical estimates for the following reasons: (1) the ongoing changes in management’s expectations regarding future utilization of assets; and (2) the impact of an impairment on reported assets and earnings could be material. During the years ended December 31, 2014 and 2013, the Company’s management evaluated assets for impairment and concluded that the sum of the undiscounted expected future cash flows (excluding interest charges) from its assets exceeded their then current carrying values. Accordingly, the Company did not recognize an impairment charge.

Depreciation Expense - The Company provides for depreciation using the straight-line method at annual rates that amortize the original costs, net of salvage values, of the depreciable assets over their estimated useful lives. Management’s estimation of assets’ useful lives are critical estimates for the following reasons: (1) forecasting the salvage value for long-lived assets over a long period of time is subjective; (2) changes may take place that could render an asset obsolete or uneconomical; and (3) a change in the useful life of a long-lived asset could have a material impact on reported results of operations and reported asset values. The Company’s management believes the estimated useful life corresponds to the anticipated physical life for most assets. Although it is difficult to predict values far into the future, the Company has a long history of actual costs and values that are considered in reaching a conclusion as to the appropriate useful life of an asset.

Revenue Recognition – The Company’s revenues are derived from a variety of sources including, but not limited to, hotel operations, food and beverage operations, retail sales, golf course greens fees, and are recognized as products are delivered or services are performed. Revenues from membership initiation fees are recognized over the average life of the memberships, which management has estimated to be approximately 12 years.

Allowance for Doubtful Accounts – The Company establishes an allowance for doubtful accounts for accounts receivable based upon factors surrounding specific customers, historical trends and other information.

Loss Contingencies – The Company estimates loss contingencies in accordance with FASB ASC 450-20 Loss Contingencies, which states that a loss contingency shall be accrued by a charge to income if both of the following conditions are met: (a) information available before the financial statements are issued or are available to be issued indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can be reasonably estimated. We do not believe that the ultimate resolution of our litigation matters will have an adverse effect on the Company’s financial position and results of operations. As such, there have been no adjustments for loss contingencies to the accompanying financial statements as of and for the year ended December 31, 2014.

See the Notes to the Financial Statements for Saddlebrook Resorts, Inc. in Item 8 hereof for additional accounting policies used in the preparation of the financial statements.

As a result of the change in economic conditions, the hospitality industry has experienced increases in terms of hotel rates and occupancy during 2014 and 2013. These positive industry trends have similarly impacted the Company’s revenues during this period. The Company’s decision to increase its sales staff, advertising, and marketing effort has had a negative effect contributing to the Company’s approximate $2,765,475 net loss in 2014 and an approximate $823,000 net loss in 2013. During 2013 the Company had a gain from a fire insurance recovery of $657,000, The actual loss for 2013 was approximately $1,480,000.

Although the Company has experienced an increase in revenue it continues to maintain the following programs and measures to insure costs continue to be monitored.

C. The Company has retained a top golf teaching professional and a second high ranking professional which has significantly increased the brand awareness and recognition of the Company’s affiliated Golf and Tennis Academy by industry leaders. As stated above, the Company has significantly invested in the Resort’s grounds, specifically upgraded golf training facilities. In addition, the Company has been and will continue to appeal to international students by aligning with organizations that have the ability to direct these potential students to the Golf and Tennis Academy. These investments have resulted in increased numbers of students attending the Golf and Tennis Academy during 2013 and 2014.

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 June 6, 2014 the Company entered into a new financing agreement with a third party lender for $5,000,000. The proceeds were used to retire the existing term note due June 12, 2014 of $4,386,000. The remaining proceeds were used to pay closing costs and provide additional working capital. The new term note expires June 1, 2019. At December 31, 2014 $5,000,000 was outstanding under the note. Interest only payments at a rate of 3% over the one month Libor index (3.15% at December 31, 2014) are required for the first 12 twelve months. After year one, the term note requires monthly principle payments of $20,833 plus interest of 3% over the one month Libor index. The term note is collateralized by all current and subsequently acquired real and personal property. The new term note requires the Company to maintain a Debt Ratio of 1.25%. The Company is in default of this covenant as of December 31, 2014; 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 March 31, 2015. Management believes, based on its expectations for the first quarter 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 March 31,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 management’s intent to do so if necessary.

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. During 2014, the Company received approximately $2.4 million in loans from these affiliated Companies which was an increase over the amount of loans the Company received from these affiliated entities by approximately $1 million in 2013. In addition to the shareholder’s financial ability, these affiliated companies are expected to continue to generate positive cash flows during fiscal 2015 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.

The Company’s total revenue increased $2,202,000 or approximately 9%, from the prior year. Rental Pool revenue increased $984,000 or approximately 13%. Both of these increases are directly related to the increased occupancy level in units participating in the rental room program, when comparing the two fiscal periods. Total paid unit nights increased by 14% and the average room rate showed little change. Food and beverage revenues also increased due to the increased occupancy.

The Company’s costs and expenses increased $4,100,000, or approximately 16%. The Company’s cost of Operations increased $2,500,000 due to increase occupancy. Sales and Marketing costs increased approximately $1,000,000 due to increases in Sales staff and expenses related to achieving future business. Costs and expenses of the Rental Pool Operation increased $383,000, or approximately 18%. This increase is related to the increase in Rental Pool revenues.

The Company’s net loss increased by approximately $1,942,000. Amounts available for distribution to rental pool participants increased by approximately $317,000.

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. Income tax expense was not reflected in the Company’s Rental Pool financial statements as the related income tax is assessed to its participating condominium unit owners.

The Company does not have any material Off-Balance Sheet Arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources as defined in Regulation S-K Item 303(a)(4).

The financial statements, including the Reports of Independent Registered Certified Public Accountants, for Saddlebrook Resorts, Inc. are included on pages 18 to 32 and for Saddlebrook Rental Pool Operation on pages 33 to 37. An index to the financial statements is on page 17.

Financial statement schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

The Company maintains disclosure controls and procedures (as defined in Rule 15d – 15 under the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be reported in the Company’s SEC filings is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. As of December 31, 2014, under the direction of our chief executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

In addition, management is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company’s internal control framework and processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles accepted in the United States.

As of December 31, 2014, management conducted an assessment of the Company’s internal control over financial reporting based on the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Tread way Commission. Based on the assessment, management concluded that, as of December 31, 2014, the Company’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures and internal controls over financial reporting will prevent all errors 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 its cost. 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 December 31, 2014, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Board of Directors of the Company has adopted a Code of Ethics that covers the Company’s principal financial officer, principal accounting officer and controller, as well as its Executive Committee. The Board did not provide for the Code to cover the Company’s principal executive officer, Mr. Thomas Dempsey, as Mr. Dempsey is the controlling shareholder of Saddlebrook Holdings, Inc., which owns all of the stock in the Company. All of the capital stock of Saddlebrook Holdings, Inc. is owned by Mr. Dempsey and trusts for the benefit of his two daughters, Maureen Dempsey and Diane L. Riehle, and their children, therefore, it is primarily for the benefit of Mr. Dempsey that the Code has been adopted.

The Board of Directors of the Company has determined that it does not have an “audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission, serving on the Board of Directors. The Board and Mr. Dempsey, the Company’s principal shareholder, believe that there is adequate financial expertise on the Board and within the senior management of the Company to serve the interests of the shareholders of Saddlebrook Holdings, Inc., which owns all of the stock of the Company, such shareholders being Mr. Dempsey and trusts for the benefit of his daughters and grandchildren.

The following table sets forth the remuneration paid to the Company’s named executive officers by the Company and its parent, Saddlebrook Holdings, Inc. consolidated, during the two years ended December 31, 2014 and 2013.

The following table shows the amounts for each category received by each named executive.

All of the Company’s directors are executive officers of the Company and their compensation is described in the summary compensation table above.

Compensation Committee; Compensation Committee Interlocks and Insider Participation

The entire board of directors of the Company serves as the compensation committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

All of the outstanding shares of the Company’s capital stock are owned by Saddlebrook Holdings, Inc. All of the capital stock of Saddlebrook Holdings, Inc. is owned by Thomas L. Dempsey and trusts for the benefit of his two daughters, Maureen Dempsey and Diane L. Riehle, and their children. Thomas L. Dempsey is the controlling shareholder of Saddlebrook Holdings, Inc.

The Company currently funds (through intercompany loans) a portion of the expenditures for Saddlebrook Holdings, Inc. (“SHI”), its sole shareholder, which is offset by dividends declared thereto, if necessary. SHI’s expenditures include dividends to its shareholders, which are primarily amounts that approximate their income taxes related to the operations of SHI and its subsidiaries.

Saddlebrook International Tennis, Inc. (“SIT”), which is solely owned by SHI, owns a 70% interest in Saddlebrook International Sports, LLC (“SIS”) which operates a tennis training facility and preparatory school at the Resort. SIS owns 10 condominium units at the Resort, two of which participate in the Rental Pool Operation. The Company receives revenue for services provided to SIS’s guests. In addition, the Company is reimbursed for actual expenses and other costs incurred on behalf of SIT and SIS.

Saddlebrook Investments, Inc. is a broker/dealer for the Resort’s condominium units. Saddlebrook Realty, Inc. is a broker for sales of other general real estate in the area. Both companies are owned by Thomas L. Dempsey. These companies collectively operate an on-site real estate office at the Resort and the Company is reimbursed for actual expenses and other costs incurred on their behalf.

Dempsey and Daughters, Inc. hold certain tracts of real estate and own 24 individual condominium units at the Resort, 10 of which participate in the Rental Pool Operation. This company is solely owned by SHI. The Company is reimbursed for actual expenses and other costs incurred on behalf of this company.

Saddlebrook Resort Condominium Association, Inc. is a nonprofit corporation whose membership is comprised of the Resort’s condominium unit owners pursuant to Florida statutes. The Company is compensated by this entity for various services provided and is reimbursed for actual expenses and other costs incurred on its behalf.

The Company’s management and ownership are involved with other related entities and operations that are considered minor.

Cherry Bekaert LLP served as the Company’s independent registered certified public accounting firm for the fiscal years ended December 31, 2014 and December 31, 2013.

The following fees were paid for services rendered during the Company’s last two fiscal years:

Audit Fees: $86,000 per year for each of the fiscal years ended December 31, 2014 and 2013 for professional services rendered for the audit of the Company’s annual financial statements, review of financial statements included in its Forms 10-Q and services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements for those fiscal years.

Effective May 6, 2003, the Board of Directors has implemented a policy requiring the Board of Directors, which functions as the Company’s audit committee, to approve the engagement of the Company’s independent auditors prior to the engagement of the independent auditor to render audit or non-audit related services in accordance with the rules of the Securities and Exchange Commission. The Board of Directors has not adopted any pre-approval policies or procedures.


3.1		Articles of Incorporation of Saddlebrook Resorts, Inc., a Florida corporation (incorporated by reference to Exhibit A*).

3.2		Corporate By-laws of Saddlebrook Resorts, Inc. (incorporated by reference to Exhibit B*).

4.		Declaration of Condominium, together with the following:

(1)		Articles of Incorporation of the Saddlebrook Association of Condominium Owners, Inc. a Florida non-profit corporation;

(2)		By-laws of the Saddlebrook Association of Condominium Owners, Inc., and (3) Rules and Regulations of the Saddlebrook Association of Condominium Owners, Inc. (incorporated by reference to Exhibit C*).

10.1		Management Contract between Saddlebrook Resorts, Inc. and the Saddlebrook Association of Condominium Owners, Inc. (incorporated by reference to Exhibit C*).

10.2		Saddlebrook Rental Pool and Agency Appointment Agreement. (incorporated by reference to Registrant’s Form 10-K for the annual period ended December 31, 2003)

10.3		Saddlebrook Rental Management Agency Employment (incorporated by reference to Exhibit E*).



10.4		Form of Purchase Agreement (incorporated by reference to Exhibit H*).

10.5		Form of Deed (incorporated by reference to Exhibit I*).

10.6		Form of Bill of Sale (incorporated by reference to Exhibit J*).

10.7		Loan Agreement between the Registrant and SunTrust Bank, dated November 1, 2004 (incorporated by reference from the Registrant’s Form 10-Q for the quarterly period ended September 30, 2004).

10.8		Second Amended and Restated Mortgage, Security Agreement and Fixture Filing, between the Registrant and SunTrust Bank, dated November 1, 2004 (incorporated by reference to Registrants Form 10-Q for the quarterly period ended September 30, 2004).

10.9		Promissory Note ($12 million) made by the Registrant and payable to SunTrust Bank, dated November 1, 2004 (incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended September 30, 2004).

10.10		Revolving Line of Credit Promissory Note ($5 million) made by the Registrant and payable to SunTrust Bank, dated January 31, 2007 (incorporated by reference to Registrant’s Form 10-K for the fiscal year ending December 31, 2006).

10.11		Notice of Future Advance and Fifth Amended and Restated Mortgage, Security Agreement and Fixture Filing dated March 12, 2009 (incorporated by Reference to Registrant’s Form 10-K for the fiscal year ending December 31, 2009).

10.12		Third Amendment to Loan Agreement dated March 12, 2009 (incorporated by reference to Registrant’s Form 10-K for the fiscal year ending December 31, 2009).

10.13		Consolidated, Amended and Restated Promissory Note dated March 12, 2009 (incorporated by reference to Registrant’s Form 10-K for the fiscal year ending December 31, 2009).

10.14		Future Advance Promissory Note dated March 12, 2009 (incorporated by reference to Registrant’s Form 10-K for the fiscal year ending December 31, 2009).

10.15		Revolving Line of Credit Promissory Note dated March 12, 2009 (incorporated by reference to Registrant’s Form 10-K for the fiscal year ending December 31, 2009).

10.16		Fifth Amendment to Loan Agreement and First Amendment to Consolidated, Amended and Restated Promissory Note dated December 15, 2011 (incorporated by reference to Registrant’s Form 10-K for the fiscal year ending December 31, 2011).

10.17		Fourth Amended and Restated Revolving Line of Credit Promissory Note dated December 15, 2011 (incorporated by reference to the Registrant’s Form 10-K for the fiscal year ending December 31, 2011).

10.18		Fifth amended and Restated Revolving Line of Credit Promissory Note dated March 19.2013 (incorporated by reference to the Registrant’s Form 10-K for the fiscal year ending December 31, 2013).

10.19		Sixth Amendment to Loan Agreement dated March 19, 2013 (incorporated by reference to the Registrant’s Form 10-K for the fiscal year ending December 31, 2013).



31.1		Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on March 31, 2015.

We have audited the accompanying balance sheets of Saddlebrook Resorts, Inc. (the “Company”) as of December 31, 2014 and 2013 and the related statements of operations, changes in shareholder’s equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

In January 2014, the Company acquired equipment through capital lease obligations of approximately $252,000. As a result of a fire on the property that occurred in November 2013, the Company received insurance proceeds of $650,000 during 2014. Such amount is recorded in Other Receivables at December 31, 2014.

Saddlebrook Resorts, Inc. (the “Company” or “SRI”), a wholly-owned subsidiary of Saddlebrook Holdings, Inc. (“SHI” or the “Parent Company”), was incorporated in the State of Florida in June 1979 at which time it purchased a golf course and tennis complex, as well as certain undeveloped land, located in Pasco County, Florida, which was developed as a resort-condominium and residential homes project. Property improvements for the resort include condominiums, most of which were sold to outside parties. The majority of the condominium units sold is provided as hotel accommodations by their owners under a Rental Pool and Agency Appointment Agreement (the “Rental Pool”). Other resort facilities include two 18-hole golf courses, 45 tennis courts, three swimming pools, three restaurants, a convention facility with approximately 95,000 square feet of meeting and function space, a health spa, a fitness center, shops and other facilities necessary for the operation of a resort.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

All short-term highly liquid instruments purchased with an original maturity of three months or less is considered to be cash equivalents.

The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. As of December 31, 2014, the Company had approximately $520,000 of cash and cash equivalents which exceeded these insured limits.

The Company measures the fair value of financial assets and liabilities in accordance with GAAP which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value:

Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

There were no assets or liabilities that were required to be measured at fair value on a recurring basis on December 31, 2014 or 2013.

The fair value of all of the Company’s other financial assets and liabilities approximate their carrying value due to their short-term nature or market rates of interest associated with long-term obligations.

Substantially all of the Company’s accounts receivable is due from direct billings to companies or individuals who hold conferences or large group stays at the resort. Other receivables include quarterly membership fees and credit card charges. The Company performs ongoing credit evaluations of its customers’ financial conditions and establishes an allowance for doubtful accounts based upon factors surrounding specific customers, historical trends and other information. The Company generally does not require collateral or other security to support accounts receivable, although advance deposits may be required in certain circumstances.

Inventory includes operating materials and supplies, principally food and beverage, golf and tennis merchandise, and is accounted for at the lower of first-in, first-out, average cost or market.

Property, buildings and equipment are stated at cost. Depreciation is provided over the estimated useful lives of the assets on a straight-line basis.

Certain expenditures for renewals and improvements that significantly add to or extend the useful life of an asset are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. When property, buildings and equipment are retired or otherwise disposed, the cost of the assets and related accumulated depreciation amounts are removed from the accounts, and any resulting gains or losses are reflected in operations.

The Company’s management periodically evaluates whether there has been a permanent impairment of long-lived assets (property, buildings and equipment), in accordance with generally accepted accounting principles. During the years ended December 31, 2014 and 2013, the Company’s management evaluated assets for impairment and concluded that the sum of the undiscounted expected future cash flows (excluding interest charges) from its assets exceeded their then current carrying values. Accordingly, the Company did not recognize an impairment loss during the years ended December 31, 2014 or 2013.

Deferred charges represent costs incurred in connection with the refinancing of the Company’s long-term debt. Amortization expense for deferred charges amounted to approximately $8,000 for the year ended December 31, 2014 and $18,000 for 2013. Deferred charges are expected to be amortized approximately $15,000 in 2015, 2016, 2017, and 2018.

Deferred income includes deferred liabilities related to the sale of gift certificates, prepaid dues, and deferred income of membership initiation fees. Revenue from gift certificates is recorded when the certificate is redeemed. Revenue from dues is recorded over the annual membership period, and the deferred membership initiation fees are recognized over the historical average life of a membership which approximates 12 years.

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. Instead, operating costs of the resort for the years ended December 31, 2014 and 2013 include rental pool distributions to participants and the maintenance escrow fund approximating $2,700,000 and $2,400,000, respectively.

The Company charges costs of advertising to sales and marketing as incurred. The Company incurred advertising costs of approximately $378,000 and $231,000 during the years ended December 31, 2014 and 2013, respectively.

The Company is currently a Qualified Subchapter S Subsidiary. 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.

Management has determined that the Company had no uncertain income tax positions that could have a significant effect on the financial statements at December 31, 2014 and 2013. The parent company’s federal income tax returns for 2011, 2012 and 2013 are subject to examination by the Internal Revenue Service, generally for a period of three years after the federal income tax returns were filed.

The Company sponsors a defined contribution plan (the “Plan”), which provides retirement benefits for all eligible employees who have elected to participate. Employees must fulfill a one year service requirement to be eligible. The Company indefinitely suspended matching contributions effective with the year ended December 31, 2009 and has continued the suspension through 2014.

In May, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which creates a new Topic, Accounting Standards Codification (“ASC”) Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised good or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange

for those goods or services. This standard is effective for the Company beginning in 2017 and allows for either full retrospective adoption or modified retrospective adoption. The Company is currently evaluating the impact of the adoption of ASC Topic 606 on its financial statement.

In August 2014, the FASB issued ASU 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going-concern uncertainties in financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity ability must provide certain disclosures if “conditions or evens raise substantial doubt about the entity’s to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The adoption of this guidance is not expected to have any impact on the Company’s results of operations or financial position. The Company is currently evaluating the impact of this update on future disclosures concerning its liquidity position.

As a result of the change in economic conditions, the hospitality industry has experienced increases in terms of hotel rates and occupancy during 2014 and 2013. These positive industry trends have similarly impacted the Company’s revenues during this period. The Company decision to increase its sales staff, advertising, and marketing efforts has had a negative effect on the Company and has contributed to the approximate $2,765,000 net loss in 2014 and approximate $823,000 net loss in 2013. During 2013 the company had a gain from a fire insurance recovery of $657,000. The actual loss for 2013 was approximately $1,480,000.

Although the Company has experienced an increase in revenue it continues to maintain the following programs and measures to insure costs continue to be monitored.

A. Management has continued its focus on controlling the variable costs for the Company. This includes reducing labor costs by actively reviewing the Company’s lodging, food and beverage, and facilities demands and attempting to match them with the appropriate level of resources.

B. During the first quarter of 2015, the Company has experienced increased resort revenues primarily due to increased group bookings and the related activity compared to the same period in 2014. During 2014, the Company has continued to invest significantly in the grounds and building exteriors to increase the attractiveness of the Resort for potential group and social customers planning for conferences, meetings or social events such as weddings. These increased bookings are expected to positively impact the Company’s results of operations and cash flows during 2015.

Escrowed cash, restricted as to use, as of December 31, is comprised of the following:

Substantially all property, buildings and equipment are mortgaged, pledged or otherwise subject to lien under a loan agreement (Note 7).

Depreciation expense amounted to approximately $1,851,700 and $1,870,700 for the years ended December 31, 2014 and 2013, respectively.

The Company leases equipment under agreements which are classified as capital lease obligations in the accompanying balance sheets. The equipment and obligations related to the leases are recorded at the present value of the minimum lease payments. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Total cost of equipment acquired through capital lease obligations was approximately $588, 000 and $336,000 at December 31, 2014 and 2013, respectively. Accumulated amortization totaled $59,577 and $60,198 on the leased equipment at December 31, 2014 and 2013, respectively.

Accrued expenses and other liabilities as of December 31 consist of the following:

On June 06, 2014, the Company entered into a new financing agreement with a third party lender for $5,000,000. The proceeds were used to retire the existing term note due June 12, 2014 of $4,386,000. The remaining proceeds were used to pay closing costs and provide additional working capital. The new term note expires June 01, 2019. Interest only payments at a rate of 3% over the one month Libor index (3.15% at December 31, 2014) are required for the first twelve months. After year one, the term note requires monthly principal payments of $20,833 plus interest of 3% over the one month Libor index. The term note is collateralized by all current and subsequently acquired real and personal property. The new term note requires the Company to maintain a Debt Ratio of 1.25%. The Company is in default of this covenant as of December 31, 2014; 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 March 31, 2015. Management believes, based on its expectations for the first quarter 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 March 31, 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 management’s intent to do so if necessary.

Operating costs and planned expenditures for 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 operations.

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 December 31, 2014, the amount due on the capital lease obligation was $48,127

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 Company’s 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 December 31, 2015, the amount due on the capital lease obligation was $163,211

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 December 31, 2015, the amount due on the capital lease obligation was $122,229.

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 December 31, 2014 the amount due on the capital lease obligation was $85,917.

Future minimum payments under the capital lease obligations at December 31, 2014 were as follows:

Amounts due from related parties as of December 31, are comprised of the following:

Amounts due to related parties as of December 31, are comprised of the following:

Saddlebrook Holdings, Inc. (‘SHI”) the Company’s parent company advanced SRI the amount of $2,460,615 and $781,427 during the years ended December 31, 2014 and 2013, respectively.

Saddlebrook International Tennis, Inc. (“SIT”), which is solely owned by SHI, owns a 70% interest in Saddlebrook International Sports, LLC (“SIS”) which operates a tennis training facility and preparatory school at the resort. SIS owns 10 condominium units at the Resort, two of which participate in the Rental Pool Operation. The Company received revenue from SIS for use of its facilities and services provided to SIS and its guests, who amounted to approximately $1,800,000 and $2,040,000 for the years ended December 31, 2014 and 2013 respectively. The Company had amounts due from SIS which amounted to $25,874 and $27,764 for the years ended December 31, 2014 and 2013 respectively.

In October 2013, the Company entered into a rental agreement with SIT for certain equipment used by SRI in operations. The terms of the agreement are 48 monthly payments of $8,712 which began in October 2013.

Saddlebrook Investments, Inc. is a broker/dealer for sales of Saddlebrook Resort condominium units. Saddlebrook Realty, Inc. is a broker for the sale of other general real estate. These companies are solely owned by a shareholder of the Company’s parent.

The Company performs certain accounting and property management activities on behalf of the Saddlebrook Resort Condominium Association (the “Association”) and is reimbursed for expenses paid on behalf of the Association. Expenses paid on behalf of and services provided to the Association amounted to approximately $1,516,000 and $1,521,000 for the years ended December 31, 2014 and 2013, respectively.

Other related party receivables and payables consist of transactions with several other entities, along with receivables from employees for resort charges and travel advances.

The Company is involved in litigation in the ordinary course of business. In the opinion of management, these matters are adequately covered by insurance or indemnification from other third parties and/or the effect, if any, of these claims is not material to the reported financial condition or results of operations of the Company as of December 31, 2014.

In February 2011, the Company entered into a five-year professional services agreement with a company that specializes in golf instruction. Effective July 2014, the Company terminated its agreement for these services. During the years ended December 31, 2014 and 2013, the Company paid approximately $50,000 and $96,000, respectively, under this agreement.

During the year ended December 31, 2012, the Company entered into a supply chain agreement with an external organization to purchase certain inventory and supplies. The agreement called for the Company to purchase at least 80% of its annual purchase requirements for these items, which was estimated to be $2.9 million with the external organization. The agreement had an initial term of two years and expired September 8, 2014. The Company continues to utilize this agreement on a monthly basis with not set contract.

The Company also leases equipment under operating leases. Some of the leases contain annual renewal options after the initial lease term. Lease expense amounted to approximately $69,000 for each of the years ended December 31, 2014 and 2013.

Future minimum lease payments under non-cancelable operating leases with initial lease terms in excess of one year are as follows:

In 1993, the Company invested in and formed a captive insurance company, Resort Hotel Insurance Company (“RHIC”), with other resorts participating in Resort Hotel Association

(“RHA”), an insurance risk purchasing group. The Company retains an equity interest in and pays insurance premiums to RHIC. The Company’s ownership is approximately 14% and all amounts contributed as capital ($132,866 as of December 31, 2014) and the increase in equity cumulative to date ($330,676 as of December 31, 2014) are recorded as a component of prepaid expenses and other assets in the accompanying balance sheets. Any change in equity is reflected as a component of other income in the statements of operations. The Company’s investment approximates the proportionate net book value of the insurance company at December 31, 2014. The Company’s stock in RHIC is restricted and may not be sold in the open market. The Company may withdraw from RHA annually at the renewal date of any of its property or casualty policies.

On November 30, 2013, the Company experienced damage to storage facilities and equipment due to a fire for which the Company filed a claim with its insurance company. As of December 31, 2014, the Company has incurred approximately $596,800 toward the repair of the damaged storage facilities and equipment and received reimbursement of $300,000 from the insurance company toward settlement of this claim. The Company also has recorded a receivable of $650,000 which along with reimbursement, repair expense and $100,000 insurance deductible is recorded as a net gain of $657,935 on 2013 cash flow summary. During 2014 the Company received proceeds to clear the receivable of $650,000. At December 31, 2014, the claim is still unsettled. The company expects it to settle in early 2015.

We have audited the accompanying balance sheets of Saddlebrook Rental Pool Operation (funds created for participants who have entered into a rental pool agreement as explained in Note 1) as of December 31, 2014 and 2013 and the related statements of operations and changes in participants’ fund balance for the years then ended. These financial statements are the responsibility of the rental pool operator’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Saddlebrook Rental Pool Operation as of December 31, 2014 and 2013 and the results of its operations and changes in participants’ fund balance for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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 expense 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 replacement 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.

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

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.


Name		Position and Background

Thomas L. Dempsey Age 88		Chairman of the Board and Chief Executive Officer of the Company for more than five years. President of the Company Until November 2000. Chairman of the Board of Saddlebrook Holdings, Inc. for more than five years.

Eleanor Dempsey		Vice Chairman of the Board of the Company for more than five years. Director and Vice Chairman of the Board of Saddlebrook Holdings, Inc. for more than five years. Wife of Thomas Dempsey.

Maureen Dempsey Age 56		Director, President and Assistant Secretary of the Company for more than five years. Director and President of Saddlebrook Holdings, Inc. for more than five years. Daughter of Thomas Dempsey.

Diane L. Riehle Age 54		Director, Vice President and Assistant Secretary of the Company for more than five years. Director and Vice Chairman of the Board of Saddlebrook Holdings, Inc. for more than five years. Daughter of Thomas Dempsey.

Donald L. Allen Age 75		Vice President and Treasurer of the Company for more than five years.


Name and Principal Position	Fiscal year		Salary		Bonus		Other annual compensation (1)		Total

Thomas L. Dempsey		2014	$	45,000	$	—	$	14,652	$	59,652
Chairman of the Board and Chief Executive Officer		2013		45,192		—		14,652		59,844

Maureen Dempsey		2014		112,500		590		20,868		133,958
President and Assistant Secretary		2013		112,788		590		26,117		139,495

Pat Ciaccio		2014		112,500		590		174		113,264
General Manager		2013		112,981		—		174		133,697


Executive	Vehicle		Tax Prep.		Health Premium		GTL

Thomas L. Dempsey	$	—	$	8,000	$	5,540	$	1,112
Maureen Dempsey		11,508		4,800		4,560		—
Pat Ciaccio		—		—		—		174


10.20		Second Amendment to Consolidated, Amended and Restated Promissory Note (incorporated by reference to the Registrant’s Form 10-K for the fiscal year ending December 31, 2013).

10.21		Loan Agreement, dated June 6, 2014, between Saddlebrook Resorts, Inc. and USAmeriBank (incorporated by reference to the Registrant’s Form 8-K dated June 6, 2014).

14.1		Code of Ethics


	Year ended December 31,
	2014			2013
Rental Pool Revenues		29	%		26	%
Food and beverage		34			33
Resort facilities and other		37			41

		100	%		100	%


				SADDLEBROOK RESORTS, INC.
				(Registrant)

Date: March 31, 2015				/s/ Donald L. Allen
				Donald L. Allen
				Vice President and Treasurer
				(Principal Financial and
				Accounting Officer)


/s/ Thomas L. Dempsey				/s/ Maureen Dempsey
Thomas L. Dempsey				Maureen Dempsey
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)				Director, President and Assistant Secretary

/s/ Diane L. Riehle				/s/ Donald L. Allen
Diane L. Riehle				Donald L. Allen
Director, Vice President and Assistant Secretary				Vice President and Treasurer (Principal Financial and Accounting Officer)


Saddlebrook Resorts, Inc.

Report of Independent Registered Public Accounting Firm			19

Financial Statements

Balance Sheets as of December 31, 2014 and 2013			20

Statements of Operations for the years ended December 31, 2014 and 2013			21

Statements of Changes in Shareholder’s Equity for the years ended December 31, 2014 and 2013			22

Statements of Cash Flows for the years ended December 31, 2014 and 2013			23

Notes to Financial Statements			24-34

Saddlebrook Rental Pool Operation

Report of Independent Registered Public Accounting Firm			35

Financial Statements

Balance Sheets as of December 31, 2014 and 2013			36

Statements of Operations for the years ended December 31, 2014 and 2013			37

Statements of Changes in Participants’ Fund Balance for the years ended December 31, 2014 and 2013			38

Notes to Financial Statements			39


	2014		2013
Assets
Current assets
Cash and cash equivalents	$	875,314	$	667,190
Escrowed cash		128,639		242,046
Trade accounts receivable, net of allowance for doubtful accounts of $39,306 (2014) and $44,814 (2013)		1,525,710		1,022,961
Other receivable		—		650,000
Due from related parties		786,021		596,271
Resort inventory and supplies		1,253,427		1,324,306
Prepaid expenses and other assets		863,052		713,144

Total current assets		5,432,164		5,215,918
Property, buildings and equipment, net		20,002,436		19,349,853

Deferred charges, net		60,353		2,793

Total assets	$	25,494,952	$	24,568,564

Liabilities and Shareholder’s Equity
Current liabilities
Current portion of long-term debt	$	125,000	$	4,530,334
Current portion of capital lease obligations		112,864		63,540
Escrowed deposits		128,639		242,046
Accounts payable		607,865		820,187
Accrued rental distribution		525,571		397,460
Accrued expenses and other liabilities		1,714,290		1,487,993
Current portion of deferred income		740,101		766,502
Guest deposits		1,672,640		993,451
Due to related parties		10,866,419		8,405,804

Total current liabilities		16,493,390		17,707,317
Long-term debt		4,875,000		—
Capital lease obligations		306,620		211,339
Deferred income		636,337		700,827

Total liabilities		22,311,347		18,619,483

Commitments and contingencies (Note 10)
Shareholder’s equity
Common stock, $1 par, 100,000 shares authorized, issued and outstanding		100,000		100,000
Additional paid-in capital		1,013,127		1,013,127
Retained earnings		2,070,479		4,835,954

Total shareholder’s equity		3,183,606		5,949,081

Total liabilities and shareholder’s equity	$	25,494,953	$	24,568,564


	2014			2013

Resort revenues	$	26,949,187		$	24,747,135

Costs and expenses:
Operating costs of resort		22,334,017			19,749,513
Sales and marketing		2,334,605			1,347,851
General and administrative		3,061,212			3,110,010
Net loss (gain) on assets sold		1,942			(657,935	)
Depreciation		1,851,716			1,870,670

Total costs and expenses		29,583,492			25,420,109

Net operating loss before other expenses and (income)		(2,634,305	)		(672,974	)

Other expenses (income):
Interest expense		205,556			195,603
Other income		(74,386	)		(45,493	)

Total other expense		131,170			150,110

Net loss	$	(2,765,475	)	$	(823,084	)


	Common Stock		Additional Paid-In Capital		Retained Earnings			Total Shareholder’s Equity

Balances at January 1, 2013	$	100,000	$	1,013,127	$	5,659,038		$	6,772,165
Net loss		—		—		(823,084	)		(823,084	)

Balances at December 31, 2013		100,000		1,013,127		4,835,954			5,949,081
Net loss		—		—		(2,765,475	)		(2,765,475	)

Balances at December 31, 2014	$	100,000	$	1,013,127	$	2,070,479		$	3,183,606


	2014			2013
Cash flows from operating activities
Net loss	$	(2,765,475	)	$	(823,084	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1,862,539			1,888,346
Loss (gain) on disposal of property, buildings and equipment		1,942			(657,935	)
Additions (reductions) to allowance for doubtful accounts		—			11,900
Change in assets and liabilities
(Increase) decrease in
Escrowed cash		113,407			16,895
Trade accounts receivable		147,251			(206,831	)
Resort inventory and supplies		70,879			42,926
Prepaid expenses and other assets		(149,908	)		28,001
Increase (decrease) in
Escrowed deposits		(113,407	)		(16,895	)
Accounts payable		(212,322	)		234,578
Accrued rental distribution		128,111			(129,774	)
Accrued expenses and other liabilities		226,297			(265,433	)
Deferred income		(90,891	)		(117,261	)
Guest deposits		679,189			317,978

Net cash (used) provided by operating activities		(102,388	)		323,411

Cash flows from investing activities
Insurance proceeds from fire casualty		—			300,000
Capital expenditures		(2,254,241	)		(881,235	)

Net cash used in investing activities		(2,254,241	)		(581,235	)

Cash flows from financing activities
Principal payments on long-term debt		(4,530,334	)		(577,331	)
Proceeds from long-term debt		5,000,000			—
Payments on capital lease obligations		(107,395	)		(68,734	)
(Payments on) line of credit		—			(1,500,000	)
Debt Issuance Costs		(68,383	)		(6,506	)
Net advances from related parties		2,270,865			979,254

Net cash provided by (used in) financing activities		2,564,753			(1,173,317	)

Net increase (decrease) in cash and cash equivalents		208,124			(1,431,141	)
Cash and cash equivalents, beginning of year		667,190			2,098,331

Cash and cash equivalents, end of year	$	875,314		$	667,190

Supplemental disclosure
Cash paid for interest	$	194,732		$	177,924


	2014		2013

Rental pool unit owner deposits for maintenance reserve fund held in a bank account which bears an interest rate of 0.15%	$	111,839	$	221,846
Security deposits held on long-term rentals		16,800		20,200

	$	128,639	$	242,046


	Estimated Useful Lives	2014			2013

Land and land improvements		$	7,623,070		$	7,623,070
Buildings and recreational facilities	10–40		31,104,781			30,551,220
Machinery and equipment	5–15		18,099,905			17,368,327
Construction in progress			1,911,503			693,881

			58,739,259			56,236,498
Accumulated depreciation			(38,736,823	)		(36,886,645	)

		$	20,002,436		$	19,349,853


Years ending December 31,
2015	$	140,143
2016		140,143
2017		138,717
2018		60,059

		479,061
Less amount representing interest		(59,577	)

		419,484
Less current portion		(112,864	)

	$	306,620


	2014		2013

Accrued payroll and related expenses	$	913,344	$	729,212
Accrued insurance		91,253		489,467
Accrued property taxes		309,851
Other accrued expenses and liabilities		399,842		269,314

	$	1,714,290	$	1,487,993


	2014			2013

Note payable to lender	$	5,000,000		$	4,530,334
Less current portion		(125,000	)		(4,530,334	)

	$	4,875,000		$	—


	Years Ended December 31,
	2014		2013

Resort Revenues
Room revenue subject to rental pool agreement	$	7,438,071	$	6,489,392
Food and beverage		9,148,916		8,036,673
Resort facilities and other		10,362,200		10,221,070

	$	26,949,187	$	24,747,135

Operating Costs of Resort
Distribution to rental pool participants	$	2,728,364	$	2,411,568
Food and beverage		5,491,169		5,099,864
Resort facilities and other		14,114,484		12,238,081

	$	22,334,017	$	19,749,513


	2014		2013
Distribution Fund
Assets
Receivable from Saddlebrook Resorts, Inc.	$	525,571	$	397,460

Liabilities and Participants’ Fund Balance
Due to participants for rental pool distribution	$	475,229	$	391,667
Due to maintenance escrow fund		50,342		5,793

	$	525,571	$	397,460

Maintenance Escrow Fund

Assets
Cash in bank	$	111,839	$	221,846
Receivables
Distribution fund		50,342		5,793
Prepaid expenses and other assets		14,925		10,861
Linen inventory		—		76,644
Furniture inventory		138,331		92,397

	$	315,437	$	407,541

Liabilities and Participants’ Fund Balance
Due to Saddlebrook Resorts, Inc.	$	78,526	$	84,725
Participants’ fund balance		236,911		322,816

	$	315,437	$	407,541

Long-term debt and Capital Lease Obligation - Additional Information (Detail) (USD $)	0 Months Ended	12 Months Ended
	Jun. 06, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 02, 2012	Dec. 13, 2012	Jan. 15, 2014	Dec. 31, 2015
Property Subject to or Available for Operating Lease [Line Items]
Line of credit facility maximum borrowing capacity	$ 5,000,000
Payment to retire existing term note	4,386,000
Term note, expiration date	Jun. 12, 2014	Mar. 12, 2014
Term note, basis spread on variable rate	3.00%	3.15%
Term note, monthly principal payment	20,833
Term note, interest rate description		3% over the one month Libor index (3.15% at December 31, 2014) are required for the first twelve months
Term note reference rate details		One month LIBOR
Debt ratio	0.0125
Capital leased vehicle, purchase amount		588,000us-gaap_CapitalLeaseObligations	336,000us-gaap_CapitalLeaseObligations
Capital leased vehicle, monthly payments			479,061
Company existing equipment				38,850
Equipment [Member]
Property Subject to or Available for Operating Lease [Line Items]
Lease cost				294,724
Term Loan Facility Expiring In June 01, 2019 [Member]
Property Subject to or Available for Operating Lease [Line Items]
Term note, expiration date	Jun. 01, 2019
Capital Lease 1 [Member]
Property Subject to or Available for Operating Lease [Line Items]
Amount of capital lease obligation due		48,127
Capital leased vehicle, purchase amount					80,479
Capital lease secured by vehicle			2017-11
Capital leased vehicle, interest rate			2.44%
Capital leased vehicle, monthly payments			1,426
Debt instrument, frequency of periodic payment		Monthly
Capital Lease 2 [Member]
Property Subject to or Available for Operating Lease [Line Items]
Amount of capital lease obligation due		163,211
Capital leased vehicle, purchase amount				255,874
Capital lease secured by vehicle			2017-12
Capital leased vehicle, interest rate			6.41%
Capital leased vehicle, monthly payments			4,995
Debt instrument, frequency of periodic payment		Monthly
Capital Lease 3 [Member]
Property Subject to or Available for Operating Lease [Line Items]
Capital leased vehicle, purchase amount						150,000
Capital lease secured by vehicle		2018-12
Capital leased vehicle, interest rate		7.75%
Capital leased vehicle, monthly payments		3,024
Debt instrument, frequency of periodic payment		Monthly
Capital Lease 3 [Member] \| Subsequent Event [Member]
Property Subject to or Available for Operating Lease [Line Items]
Amount of capital lease obligation due							122,229
Capital Lease 4 [Member]
Property Subject to or Available for Operating Lease [Line Items]
Amount of capital lease obligation due		85,917
Capital leased vehicle, purchase amount						102,000
Capital lease secured by vehicle		2018-12
Capital leased vehicle, interest rate		11.30%
Capital leased vehicle, monthly payments		$ 2,233
Debt instrument, frequency of periodic payment		Monthly

Saddlebrook Rental Pool Operation - Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2014
Supplementary Financial Statements For Owners Participating In Condo Rental Pool Agreement [Line Items]
Income tax expense recorded	$ 0us-gaap_IncomeTaxExpenseBenefit
Saddlebrook Rental Pool Operation [Member]
Supplementary Financial Statements For Owners Participating In Condo Rental Pool Agreement [Line Items]
Income tax expense recorded	$ 0

Investment in Stock - Additional Information (Detail) (USD $)	Dec. 31, 2014	Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]
Capital contribution		$ 132,866
Increase in equity cumulative	$ 330,676
Resort Hotel Insurance Company [Member]
Schedule of Equity Method Investments [Line Items]
Ownership	14.00%

Commitments and Contingencies - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended
	Feb. 28, 2011	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Long-term Purchase Commitment [Line Items]
Professional service agreement period	5 years
Commission paid		$ 50,000us-gaap_PaymentsForCommissions	$ 96,000us-gaap_PaymentsForCommissions
Lease expense			69,000us-gaap_LeaseAndRentalExpense	69,000us-gaap_LeaseAndRentalExpense
Inventories [Member]
Long-term Purchase Commitment [Line Items]
Estimated annual purchase requirements of inventory and supplies				$ 2,900,000
Initial term of supply chain agreement		2 years
Expiration date of supply chain agreement		Sep. 08, 2014
Minimum [Member] \| Inventories [Member]
Long-term Purchase Commitment [Line Items]
Percentage of annual purchase requirement of inventory and supplies				80.00%

Escrowed Cash - Schedule of Escrowed Cash Restricted (Detail) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Restricted Cash and Cash Equivalents Items [Line Items]
Net Escrowed cash restricted	$ 128,639	$ 242,046
Interest-Bearing Deposits [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Net Escrowed cash restricted	111,839	221,846
Security Deposit [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Net Escrowed cash restricted	$ 16,800	$ 20,200

Saddlebrook Rental Pool Operation - Schedule of Financial Information - Balance Sheets (Detail) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Assets
Cash in bank	$ 875,314	$ 667,190	$ 2,098,331
Receivables
Prepaid expenses and other assets	863,052us-gaap_PrepaidExpenseAndOtherAssets	713,144us-gaap_PrepaidExpenseAndOtherAssets
Total assets	25,494,952us-gaap_Assets	24,568,564us-gaap_Assets
Saddlebrook Rental Pool Operation [Member] \| Distribution Fund [Member]
Assets
Receivable from Saddlebrook Resorts, Inc.	525,571	397,460
Liabilities and Participants' Fund Balance
Due to participants for rental pool distribution	475,229	391,667
Participants' fund balance	0	0	0
Due to maintenance escrow fund	50,342	5,793
Total liabilities and participants' fund balance	525,571	397,460
Saddlebrook Rental Pool Operation [Member] \| Maintenance Escrow Fund [Member]
Assets
Cash in bank	111,839	221,846
Receivables
Distribution fund	50,342	5,793
Prepaid expenses and other assets	14,925	10,861
Linen inventory		76,644
Furniture inventory	138,331	92,397
Total assets	315,437	407,541
Liabilities and Participants' Fund Balance
Due to Saddlebrook Resorts, Inc.	78,526	84,725
Participants' fund balance	236,911	322,816	329,567
Total liabilities and participants' fund balance	$ 315,437	$ 407,541

Resort Revenues and Operating Costs of Resort - Resort Revenues and Operating Costs of Resort (Detail) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Resort Revenues And Operating Costs Of Resort [Line Items]
Resort Revenues	$ 26,949,187us-gaap_Revenues	$ 24,747,135us-gaap_Revenues
Operating costs of resort	22,334,017us-gaap_OperatingCostsAndExpenses	19,749,513us-gaap_OperatingCostsAndExpenses
Room Revenue Subject to Rental Pool Agreement [Member]
Resort Revenues And Operating Costs Of Resort [Line Items]
Resort Revenues	7,438,071	6,489,392
Food and Beverage [Member]
Resort Revenues And Operating Costs Of Resort [Line Items]
Resort Revenues	9,148,916	8,036,673
Operating costs of resort	5,491,169	5,099,864
Resort Facilities and Other [Member]
Resort Revenues And Operating Costs Of Resort [Line Items]
Resort Revenues	10,362,200	10,221,070
Operating costs of resort	14,114,484	12,238,081
Distribution to Rental Pool Participants [Member]
Resort Revenues And Operating Costs Of Resort [Line Items]
Operating costs of resort	$ 2,728,364	$ 2,411,568

Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Detail) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Accrued Expenses And Other Liabilities [Abstract]
Accrued payroll and related expenses	$ 913,344	$ 729,212
Accrued insurance	91,253	489,467
Accrued property taxes	309,851
Other accrued expenses and liabilities	399,842	269,314
Net accrued expenses and other liabilities	$ 1,714,290us-gaap_OtherAccruedLiabilitiesCurrent	$ 1,487,993us-gaap_OtherAccruedLiabilitiesCurrent

Saddlebrook Rental Pool Operation - Schedule of Financial Information - Statements of Changes in Participants' Fund Balances (Detail) (Saddlebrook Rental Pool Operation [Member], USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Distribution Fund [Member]
Supplementary Financial Statements For Owners Participating In Condo Rental Pool Agreement [Line Items]
Balances, beginning of year	$ 0	$ 0
Additions
Amounts available for distribution	2,728,364	2,411,568
Reductions
Amounts withheld for maintenance escrow fund	(319,736)	(273,365)
Amounts accrued or paid to participants	(2,408,628)	(2,138,203)
Balances, end of year	0	0
Maintenance Escrow Fund [Member]
Supplementary Financial Statements For Owners Participating In Condo Rental Pool Agreement [Line Items]
Balances, beginning of year	322,816	329,567
Additions
Amount withheld from distribution fund	319,736	273,365
Unit owner payments	128,630	120,000
Interest earned	25	39
Reductions
Unit renovations	(24,652)	(6,991)
Refunds of excess amounts in escrow accounts	(15,381)	(3,944)
Maintenance charges	(286,150)	(282,894)
Linen expense	(208,113)	(106,326)
Reductions
Balances, end of year	$ 236,911	$ 322,816

Commitments and Contingencies - Future Minimum Lease Payments under Non-Cancelable Operating Leases with Initial Lease Terms (Detail) (USD $)	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
2015	$ 24,805
Total	$ 24,805

Related Party Transactions - Amounts Due from Related Parties (Detail) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Schedule of Other Related Party Transactions [Line Items]
Due from related parties	$ 786,021us-gaap_DueFromRelatedParties	$ 596,271us-gaap_DueFromRelatedParties
Saddlebrook Resort Condominium Association, Inc. [Member]
Schedule of Other Related Party Transactions [Line Items]
Due from related parties	52,642
Saddlebrook International Sports, LLC [Member]
Schedule of Other Related Party Transactions [Line Items]
Due from related parties	25,874	27,764
Dempsey Resort Management, Inc. [Member]
Schedule of Other Related Party Transactions [Line Items]
Due from related parties	4,600	2,300
Saddlebrook Properties LLC [Member]
Schedule of Other Related Party Transactions [Line Items]
Due from related parties	4,808	4,620
Saddlebrook Realty, Inc. [Member]
Schedule of Other Related Party Transactions [Line Items]
Due from related parties	667,078	538,162
Saddlebrook Investments, Inc. [Member]
Schedule of Other Related Party Transactions [Line Items]
Due from related parties	13,950	11,650
Other [Member]
Schedule of Other Related Party Transactions [Line Items]
Due from related parties	$ 17,069	$ 11,776

Related Party Transactions - Amounts Due to Related Parties (Detail) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Schedule of Other Related Party Transactions [Line Items]
Due to Related Parties	$ 10,866,419	$ 8,405,804
Saddlebrook Resort Condominium Association, Inc. [Member]
Schedule of Other Related Party Transactions [Line Items]
Due to Related Parties		129,057
Saddlebrook Holdings, Inc. [Member]
Schedule of Other Related Party Transactions [Line Items]
Due to Related Parties	$ 10,866,419	$ 8,276,746

Organization and Business - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2014 sqft
Product Information [Line Items]
Date of incorporation	1979-06
Area of Convention facility center	95,000
18-hole Golf Courses [Member]
Product Information [Line Items]
Number of other facilities in resorts	2
Tennis Courts [Member]
Product Information [Line Items]
Number of other facilities in resorts	45
Swimming Pools [Member]
Product Information [Line Items]
Number of other facilities in resorts	3
Restaurants [Member]
Product Information [Line Items]
Number of other facilities in resorts	3
Health Spa [Member]
Product Information [Line Items]
Number of other facilities in resorts	1
Fitness Center [Member]
Product Information [Line Items]
Number of other facilities in resorts	1

Management's Plans Regarding Liquidity and Capital Resources - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Liquidity And Managements Plans [Line Items]
Net loss	$ (2,765,475)us-gaap_NetIncomeLoss	$ (823,084)us-gaap_NetIncomeLoss
Gain on fire insurance recovery		657,000
Actual loss		1,480,000us-gaap_InsuredEventGainLoss
Affiliated Entity [Member]
Liquidity And Managements Plans [Line Items]
Percentage of fund owed by Shareholders	100.00%
Fund received from affiliated companies	$ 2,400,000	$ 1,000,000

Long-term Debt and Capital Lease Obligations - Schedule of Future Maturities of Long-Term Debt (Detail) (USD $)	Dec. 31, 2014
Maturities of Long-term Debt [Abstract]
2015	$ 125,000
2016	250,000
2017	250,000
2018	250,000
2019	4,125,000
Total	$ 5,000,000us-gaap_LongTermDebt

Saddlebrook Rental Pool Operation - Rental Pool Operations and Rental Pool Agreement - Additional Information (Detail) (Saddlebrook Rental Pool Operation [Member])	12 Months Ended
	Dec. 31, 2014 Fund
Saddlebrook Rental Pool Operation [Member]
Supplementary Financial Statements For Owners Participating In Condo Rental Pool Agreement [Line Items]
Number of funds consisted by variable interest entity	2
Number of days for distribution of amount due	45 days
Marketing fees percentage	7.50%
Management fees percentage	12.50%
Rental income attributable to entity percentage	45.00%
Rental income attributable to parties other entity percentage	55.00%
Rental income net distributed to participants quarterly percentage	45.00%
Rental income net charged to complimentary room revenues and minor interior maintenance quarterly percent	10.00%
Rental income net charged to complimentary room revenues and minor interior maintenance quarterly maximum accumulation percentage	20.00%