UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)

For the quarterly period ended June 30, 2020March 31, 2021

OR

For the transition period from                     to                     

COMMISSION FILE NUMBER: 2-65481

SADDLEBROOK RESORTS, INC.

(Exact name of registrant as specified in its charter)

5700 Saddlebrook Way, Wesley Chapel, Florida 33543-4499

(Address of principal executive offices)

813-973-1111

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ☒    NO  ☐

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

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

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

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

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

INDEX

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PART I - I—FINANCIAL INFORMATION

Item 1. Financial Statements

SADDLEBROOK RESORTS, INC.

BALANCE SHEETS

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 DEFICIT) RETAINED EARNINGS (ACCUMULATED DEFICIT)

(Unaudited)

The accompanying notes are an integral part

of these financial statements

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SADDLEBROOK RESORTS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part

of these financial statements

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SADDLEBROOK RESORTS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

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

The Company’s accompanying balance sheet for June 30, 2020,March 31, 2021, and its statements of operations and retainedaccumulated earnings (accumulated deficit) and cash flows for the three month periods ended June 30,March 31, 2021 and 2020, and 2019, are unaudited but reflect all adjustments which are, in the opinion of management, necessary for the fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The balance sheet at December 31, 20192020 has been derived from the audited financial statements as of that date.

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

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

2020.

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Note 2. Revenue

Revenue Recognition

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

Contract Balances

Timing differences among revenue recognition may result in contract assets or liabilities. Contract liabilities consists of guest deposits and deferred income and totaled approximately $2,529,000$2,530,000 and $2,807,000$3,342,000 as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. Contract assets consist of escrowed cash relating to rental pool owner deposits for the maintenance reserve fund and long-term security deposits and totaled approximately $1,008,000$942,000 and $1,124,000$977,000 as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.

The Company’s net trade accounts receivables were approximately $329,000$655,000 and $1,130,000$484,000 as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. Trade accounts receivable are stated in the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to the allowance of doubtful accounts based on its assessment of the current status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance of doubtful accounts and a credit to trade accounts receivable. Changes in the allowance for doubtful accounts have not been material to the consolidated financial statements.

Performance Obligations

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

Note 3. Trade Accounts Receivable

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

The Company experienced a significant decrease in revenue for the three months ended June 30, 2020quarter ending March 31, 2021 compared to the previous year. The Company is optimistic the trend will improve during 2021; however, actual results may differ from expectations. The decrease in expenses for the quarter ending March 31, 2021 as compared to the prior year is a result of decreased occupancy and reductions in wages, benefits, and operating expenses.

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

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

In April 2020,These financial statements have been prepared on a going concern basis, which implies the Company received approximately $2,949,000 of proceeds from a note payable funded underwill continue to meet its obligations and continue its operations for the Paycheck Protection Program as partnext fiscal year. The continuation of the CARES Act. The note bears interest at 1% per annum, matures in April 2022,Company as a going concern is dependent upon financial support from the Company’s current stockholder and requires monthly interest and principal payments of $165,529 beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceedsCompany’s ability to generate sufficient cash flows from operations. As there can be forgiven if certain requirements are met. Ifno assurance that the Company is unablewill be able to or does not follow those guidelines, the Company would be required to repay a portion of or the entire balance of the loan proceeds in full.

The current economic conditions, expected effect on the Company’s results of operations and financial position, and uncertainty of the length or severity of the outbreak raiseachieve positive cash flows (become profitable), there is substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Note 5. Operating Leases

The Company leases certain equipment under non-cancellable operating leases, which begin to expire in 2021. The leases are classified as operating leases in conformity with the provisions of Topic 842. Accordingly, the Company recorded a right-of-use asset and related operating lease liability totaling approximately $217,000 upon adoption of Topic 842 as of January 1, 2019. Aggregated information regarding the leases as of and for the sixthree months ended June 30, 2020March 31, 2021 is as follows:

Note 6. Property, Buildings and Equipment

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

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Note 7. Notes Payable and Finance Lease Liabilities

On December 6, 2015 the Company’s financing agreement with a third partythird-party lender was modified to include renewal for the existing principal balance of $4,875,000, along with an advance of an additional $2,000,000. The new term note expires December 6, 2020. At June 30, 2020, $5,376,603 was outstanding under the note. The term note requiresrequired monthly principal payments of $29,380 plus interest of 3% over the one month LIBOR. In April 2020, the Company’s lender deferred interest and principal payments from April 6, 2020 through June 6, 2020 (the “deferral period”) and monthly payments resumed in July 6, 2020. There was no change to interest rate or maturity date as part of the deferral. In December 2020, this term loan was modified and consolidated with the existing revolving line of credit as described below.

On April 24, 2017, the Company entered into a revolving line of credit agreement with the same third-party lender with maximum borrowings of $1,500,000 to be used as working capital as needed. The agreement was cross collateralized with the existing term note under the same terms and conditions. Amounts borrowed under the revolving line of credit bears interest at 3% over the one month LIBOR index (3.16%index. In April 2020, the Company’s lender deferred interest and principal payments from April 24, 2020 through June 24, 2020 (the “deferral period”) and monthly payments resumed on July 24, 2020. There was no change to interest rate or maturity date as part of the deferral. In December 2020, this revolving line of credit was modified and consolidated with the existing term loan as described below.

On December 6, 2020, the Company entered into a Renewal and Consolidation Promissory Note (the “renewal note”) with the same third-party lender, which consolidated the existing balances on the term note and revolving line of credit. The renewal note requires monthly principal payments of $28,040 plus interest of 3% over the Prime Rate with a minimum interest rate of no lower than 6.25% (6.25% at June 30,December 31, 2020). The renewal term note is collateralized by all current and subsequently acquired real and personal property. The renewal term note requires the Company to maintain a Debt Service Ratio, as defined, of 1.25%. The Company was in default of this covenant as of December 31, 2019;2020; however, the Company received a waiver for this default from its lender. TheEffective on March 6, 2021, the Company is currently discussing refinancing of its current mortgage. Effective April 6, 2020,entered into a loan modification and forbearance agreement with the lender agreedwhich extended the maturity date to defer payment ofJune 6, 2021, at which any unpaid principal and interest throughwill be due. The loan modification requires monthly principal payments of $28,040 plus interest of 4% over the Prime Rate with a minimum interest rate of no lower than 7.25%.

On May 25, 2021, the third-party lender assigned the renewal note to a separate third-party lender. Effective the same day, the Company and including Junethe assignee entered into a loan extension and modification agreement which extended the maturity date to December 6, 2020 with regularly scheduled payments of2021, at which any unpaid principal and interest to resume July 6, 2020.

On April 24, 2017,will be due. The loan modification requires interest-only payments through maturity at a rate of 4% over the Company entered in toPrime rate with a revolving lineminimum interest rate of credit agreement with the same third party lender with maximum borrowings of $1,500,000 to be used as working capital as needed. The agreement is cross collateralized with the existing term noteno lower than 7.50%. At March 31, 2021, $6,701,661 was outstanding under the same termsextended and conditions. Amounts borrowed under the revolving line of credit will bear interest at 3% over the one month LIBOR index (3.16% at June 30, 2020). The line of credit will terminate on December 6, 2020. As of June 30, 2020, the Company had $1,500,000 in outstanding borrowings on this agreement. Effective April 24, 2020, the lender agreed to defer payment of interest (the “Payment Deferral”) through and including June 24, 2020 with regularly scheduled payments of interest to resume July 24, 2020.modified note.

In April 2020, the Company entered into a term note agreement with the same third partythird-party lender for approximately $2,949,000 funded under the Paycheck Protection Program (“PPP”) as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act.Act”). The note bears interest atof 1% per annum, matures in April 2022, and requires a monthly interest and principal payments of $165,529 beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. IfThe Company applied for forgiveness with the SBA in which on June 10, 2021, the SBA had forgiven the PPP loan in full. As a result, the Company is unable to or does not follow those guidelines,recognized approximately $2,949,000 of gain on debt forgiveness in June 2021.

In March 2021, the Company would be required to repayentered into a portionterm note agreement with the same third-party lender for a second draw Paycheck Protection Program loan (“PPP2”) for $2,000,000. The note bears interest of or1% per annum, matures in March 2026, and requires monthly interest and principal payments after the entire balanceten-month deferral period. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. At March 31, 2021, $2,000,000 was outstanding under the note.

On September 25, 2020, the Company entered into an Economic Injury Disaster Loan (“EIDL”) for $150,000 funded by the U.S. Small Business Administration. The note bears interest at 3.75% per annum, matures in full.September 2050, and requires monthly interest and principal payments of $731 beginning in September 2021 and through maturity. At June 30, 2020, $2,948,555March 31, 2021, $150,000 was outstanding under the note.

On March 1, 2018, the Company entered into a finance lease liability for equipment in the amount of $332,206. The assets associated with this lease cost $461,506, of which $129,300 was reduced through the Company’s trade-in of existing equipment. This finance lease is secured by the equipment purchased, matures in February 2023 and requires monthly payments of $6,500, including interest at 6.5%. At June 30, 2020,March 31, 2021, the amount due on this finance lease liability was $190,499.$140,205.

On April 1, 2018, the Company entered into a finance lease liability for equipment in the amount of $156,942. The assets associated with this lease cost $178,942, of which $22,000 was reduced through the Company’s trade-in of existing equipment. This finance lease is secured by the equipment purchased, matures in March 2023 and requires monthly payments of $3,071, including interest at 6.5%. At June 30, 2020,March 31, 2021, the amount due on this finance lease liability was $92,566.

$68,934.

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Note 8. Related Party Receivables and Payables

Related party receivables and payables at June 30, 2020March 31, 2021 and December 31, 20192020 are the result of net intercompany transactions and cash transfers between the Company and its shareholder and affiliated companies. Related party receivables and payables are unsecured and non-interest bearing.

Note 9. Income Taxes

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

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SADDLEBROOK RENTAL POOL OPERATION

BALANCE SHEETS

DISTRIBUTION FUND

MAINTENANCE ESCROW FUND

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SADDLEBROOK RENTAL POOL OPERATION

STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part

of these financial statements

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SADDLEBROOK RENTAL POOL OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES

(Unaudited)

DISTRIBUTION FUND

MAINTENANCE ESCROW FUND

The accompanying notes are an integral part

of these financial statements

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SADDLEBROOK RENTAL POOL OPERATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1. Rental Pool Operations and Rental Pool Agreement

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

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

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

Note 2. Summary of Significant Accounting Policies

Basis of Accounting

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

Income Taxes

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

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

General

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

Results of Operations

Three months ended June 30, 2020March 31, 2021 compared to three months ended June 30, 2019March 31, 2020

The Company’s total revenues decreased approximately $4,441,000$2,939,000 or about 70%41%, for the three months ended June 30, 2020March 31, 2021 compared to the same period in the prior year. Total revenues for the Rental Pool decreased about $1,424,000,$114,000, or about 86%6%.

Total costs and expenses decreased approximately $4,033,000,$2,449,000 or about 55%34%, for the Company, and approximately $430,000$79,000 or about 74%15%, for the Rental Pool Operation.

The Company experienced a net loss for the quarter in the amount of approximately $1,467,000$622,000 compared to the net loss of the prior comparable quarter of approximately $1,163,000.$83,000. Amounts available for distribution for the Rental Pool Operation decreased approximately $580,000$6,000 from the comparable period last year.

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

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

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

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

Impact of Current Economic Conditions

The Company experienced a significant decrease in revenue for the period ending June 30, 2020March 31, 2021 compared to the previous year.

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

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

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Liquidity and Capital Resources

Net loss for the 3 months ended June 30, 2020March 31, 2021 was $1,466,697.$622,000. Excluding non-cash expenses such as Depreciation and Amortization of $483,007$369,000 the company’s actual operating cash deficit was $(983,690).$253,000.

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

On December 6, 2015 the Company’s financing agreement with a third partythird-party lender was modified to include renewal for the existing principal balance of $4,875,000, along with an advance of an additional $2,000,000. The new term note expires December 6, 2020. At June 30, 2020, $5,376,603 was outstanding under the note. The term note requiresrequired monthly principal payments of $29,380 plus interest of 3% over the one month LIBOR. In April 2020, the Company’s lender deferred interest and principal payments from April 6, 2020 through June 6, 2020 (the “deferral period”) and monthly payments resumed in July 6, 2020. There was no change to interest rate or maturity date as part of the deferral. In December 2020, this term loan was modified and consolidated with the existing revolving line of credit as described below.

On April 24, 2017, the Company entered into a revolving line of credit agreement with the same third-party lender with maximum borrowings of $1,500,000 to be used as working capital as needed. The agreement was cross collateralized with the existing term note under the same terms and conditions. Amounts borrowed under the revolving line of credit bears interest at 3% over the one month LIBOR index (3.16%index. In April 2020, the Company’s lender deferred interest and principal payments from April 24, 2020 through June 24, 2020 (the “deferral period”) and monthly payments resumed on July 24, 2020. There was no change to interest rate or maturity date as part of the deferral. In December 2020, this revolving line of credit was modified and consolidated with the existing term loan as described below.

On December 6, 2020, the Company entered into a Renewal and Consolidation Promissory Note (the “renewal note”) with the same third-party lender, which consolidated the existing balances on the term note and revolving line of credit. The renewal note requires monthly principal payments of $28,040 plus interest of 3% over the Prime Rate with a minimum interest rate of no lower than 6.25% (6.25% at June 30,December 31, 2020). The renewal term note is collateralized by all current and subsequently acquired real and personal property. The renewal term note requires the Company to maintain a Debt Service Ratio, as defined, of 1.25%. The Company was in default of this covenant as of December 31, 2019;2020; however, the Company received a waiver for this default from its lender. TheEffective on March 6, 2021, the Company is currently discussing refinancing of its current mortgage. Effective April 6, 2020,entered into a loan modification and forbearance agreement with the lender agreedwhich extended the maturity date to defer payment ofJune 6, 2021, at which any unpaid principal and interest (the “Payment Deferral”) throughwill be due. The loan modification requires monthly principal payments of $28,040 plus interest of 4% over the Prime Rate with a minimum interest rate of no lower than 7.25%.

On May 25, 2021, the third-party lender assigned the renewal note to a separate third-party lender. Effective the same day, the Company and including Junethe assignee entered into a loan extension and modification agreement which extended the maturity date to December 6, 2020 with regularly scheduled payments of2021, at which any unpaid principal and interest to resume July 6, 2020.

On April 24, 2017,will be due. The loan modification requires interest-only payments through maturity at a rate of 4% over the Company entered in toPrime rate with a revolving lineminimum interest rate of credit agreement with the same third party lender with maximum borrowings of $1,500,000 to be used as working capital as needed. The agreement is cross collateralized with the existing term noteno lower than 7.50%. At March 31, 2021, $6,701,661 was outstanding under the same termsextended and conditions. Amounts borrowed under the revolving line of credit will bear interest at 3% over the one month LIBOR index. (3.16% at June 30, 2020). The line of credit will terminate on December 6, 2020. As of June 30, 2020, the Company had $1,500,000 in outstanding borrowings on this agreement. Effective April 24, 2020, the lender agreed to defer payment of interest (the “Payment Deferral”) through and including June 24, 2020 with regularly scheduled payments interest to resume July 24, 2020.modified note.

In April 2020, the Company entered into a term note agreement with the same third partythird-party lender for approximately $2,949,000 funded under the Paycheck Protection Program (“PPP”) as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act.Act”). The note bears interest atof 1% per annum, matures in April 2022, and requires a monthly interest and principal payments of $165,529 beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. IfThe Company applied for forgiveness with the SBA in which on June 10, 2021, the SBA had forgiven the PPP loan in full. As a result, the Company is unable to or does not follow those guidelines,recognized approximately $2,949,000 of gain on debt forgiveness in June 2021.

In March 2021, the Company would be required to repayentered into a portionterm note agreement with the same third-party lender for a second draw Paycheck Protection Program loan (“PPP2”) for $2,000,000. The note bears interest of or1% per annum, matures in March 2026, and requires monthly interest and principal payments after the entire balanceten-month deferral period. The currently issued guidelines of the program allow for the loan proceeds in full.to be forgiven if certain requirements are met. At June 30, 2020, $2,948,555March 31, 2021, $2,000,000 was outstanding under the note.

On September 25, 2020, the Company entered into an Economic Injury Disaster Loan (“EIDL”) for $150,000 funded by the U.S. Small Business Administration. The Company experienced a significant decreasenote bears interest at 3.75% per annum, matures in revenue forSeptember 2050, and requires monthly interest and principal payments of $731 beginning in September 2021 and through maturity. At March 31, 2021, $150,000 was outstanding under the three months ended June 30, 2020 compared to the previous year. Towards the end of December 2019, an outbreak of a novel strain of coronavirus (“COVID-19”) emerged globally. The COVID-19 outbreak in the United States has resulted in a reduction of hotel occupancy and cancellations of future reservations. It is difficult to estimate the length or severity of this outbreak; however, a significant reduction in occupancy caused by COVID-19 is expected to affect the Company’s results of operations and financial position.note.

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

The Company’s ultimate shareholder has the financial ability and intent to continue to fund operations through affiliated companies that are 100% owned by the Company’s ultimate shareholder to the extent required to support the Company’s operations. The Company has loans outstanding to the affiliated companies of approximately $141,000 as of June 30, 2020. In addition to the shareholders’ financial ability, these affiliated Companies are expected to continue to generate positive cash flows during fiscal year 20202021 should additional funding be required to support the Company’s operations.

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

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Item 6. Exhibits

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

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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