Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - Salamander Innisbrook, LLCv439475_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Salamander Innisbrook, LLCv439475_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Salamander Innisbrook, LLCv439475_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Salamander Innisbrook, LLCv439475_ex31-1.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark one)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

 

OR

 

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

 

COMMISSION FILE NUMBER: 333-147447

 

SALAMANDER INNISBROOK, LLC

(Exact name of registrant as specified in its charter)

 

Florida 26-0442888

 (State of incorporation)

 (IRS employer identification no.)

 

36750 US Highway 19 North, Palm Harbor, FL 34684

(Address of principal executive offices)

727-942-2000

(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 x   NO o    

 

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

 

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 “large accelerated filer” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o      Accelerated filer o    Non-accelerated filer o    Smaller reporting company x

 

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

 

The Rental Pool operated by the Registrant has 407 condominium rental pool units owned by approximately 420 condominium owners as of March 31, 2016.

 

 

 1 

 

 

  INDEX

 

  Page
PART I — FINANCIAL INFORMATION  
   
Item 1. Financial Statements  
   
Salamander Innisbrook, LLC  
   
Condensed Balance Sheets as of  March 31, 2016 (Unaudited) and December 31, 2015 4
Condensed Statements of Operations and Changes in Member’s Equity (Unaudited) for the three months ended March 31, 2016 and 2015 5
Condensed Statements of Cash Flows (Unaudited) for the three months ended March 31, 2016 and 2015 6
Notes to Condensed Financial Statements (Unaudited) 7
   

Innisbrook Rental Pool Lease Operation

 
   
Condensed Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015 10
Condensed Statements of Operations (Unaudited) for the three  months ended March 31, 2016 and 2015 11
Condensed Statements of Changes in Participants’ Fund Balances (Unaudited) for the three  months ended March 31, 2016 and 2015 12
Notes to Condensed Financial Statements (Unaudited) 13
   

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

14
   
Item 3. Quantitative and Qualitative Disclosures about Market Risk 15
   
Item 4. Controls and Procedures 15
   
PART II — OTHER INFORMATION  
   
Item 1.     Legal Proceedings 16
Item 1A. Risk Factors 16
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3.    Defaults Upon Senior Securities 16
Item 4.    Mine Safety Disclosures 16
Item 5.    Other Information 16
Item 6.    Exhibits 16
   
Signatures 17
EX-31.  
EX-31.  
EX-32.  
EX-32.2  

 

 2 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

The following report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that predict or describe future events or trends and that do not relate solely to historical matters. All of our projections in this annual report are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “appears,” “believe,” “expect,” “hope,” “may,” “will,” “anticipate,” “intend,” “estimate,” “project,” “assume” or other similar expressions. Certain factors that might cause such a difference include the following: changes in general economic conditions; including changes that may influence group conference and guests’ vacation plans; changes in travel patterns; changes in consumer tastes in destinations or accommodations for group conferences and vacations; changes in Rental Pool participation by the current condominium owners; our ability to continue to operate the Innisbrook Resort and Golf Club, or the “Resort” under our management contracts; and the resale of condominiums to owners who elect neither to participate in the Rental Pool nor to become members of the Resort. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known (and unknown) risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the limited information currently available to us and speak only as of the date on which this report was filed with the Securities Exchange Commission. Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking statements included in it. We undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Future events are inherently uncertain. Moreover, it is particularly difficult to predict business activity levels at the Resort with any certainty. Accordingly, our projections in this annual report are subject to particularly high uncertainty. Our projections should not be regarded as legal promises, representations or warranties of any kind whatsoever. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and harmful to your interests.

 

 3 

 

 

 PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

 

SALAMANDER INNISBROOK, LLC

CONDENSED BALANCE SHEETS

 

   March 31,   December 31, 
   2016   2015 
   (unaudited)     
Assets          
Current assets:          
    Cash  $2,407,522   $1,429,716 
    Accounts receivable, net   3,175,946    1,368,462 
    Inventories and supplies   899,020    897,360 
    Prepaid expenses and other   1,129,955    733,020 
          Total current assets   7,612,443    4,428,558 
           
Property, buildings and equipment, net   39,581,494    39,963,759 
Intangibles, net   4,330,001    4,330,001 
Due from affiliates   24,846    - 
Deposits and other assets   285,848    282,176 
          Total assets  $51,834,632   $49,004,494 
           
           
Liabilities and Member's Equity          
Current liabilities:          
    Accounts payable  $1,253,680   $1,697,966 
    Accrued liabilities   3,939,948    2,147,101 
    Deferred revenue   2,985,185    3,375,697 
    Current portion - capital leases   427,421    400,375 
    Due to affiliates   -    144,938 
          Total current liabilities   8,606,234    7,766,077 
           
Deferred revenue   967,177    995,633 
Capital leases net of current portion   1,200,038    1,358,846 
           
          Total liabilities   10,773,449    10,120,556 
           
Commitments and Contingencies          
           
Member's equity   41,061,183    38,883,918 
           Total liabilities and member’s equity  $51,834,632   $49,004,474 

 

See accompanying notes to unaudited condensed financial statements.

 

 4 

 

 

SALAMANDER INNISBROOK, LLC

CONDENSED STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER’S EQUITY

(Unaudited)

 

   Three months ended March 31, 
   2016   2015 
         
Resort revenues  $14,332,175   $15,528,058 
           
Costs and expenses:          
   Operating costs and expenses   5,155,825    5,479,824 
    General and administrative   6,376,860    6,514,778 
    Depreciation   604,489    526,519 
          Total costs and expenses   12,137,174    12,521,121 
           
Operating income   2,195,001    3,006,937 
           
Interest expense, net   (17,736)   (15,194)
           
    Net income   2,177,265    2,991,743 
           
Member's equity, beginning of period   38,883,918    36,318,703 
Member's contributions/(distributions), net   -    (1,235,957)
Member's equity, end of period  $41,061,183   $38,074,489 

See accompanying notes to unaudited condensed financial statements.

 

 5 

 

  

SALAMANDER INNISBROOK, LLC

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Three months ended March 31, 
   2015   2015 
         
Cash flows from operating activities:          
Net income  $2,177,265   $2,991,743 
Adjustments to reconcile net income to net cash provided          
   by operating activities:          
          Provision for bad debts   6,385    24,583 
          Depreciation   604,489    526,518 
          Deposits and other assets   (3,673)   (238)
          Other changes in operating assets and liabilities   (1,452,677)   (513,571)
Net cash provided by operating activities   1,331,789    3,029,035 
           
Cash flows from investing activities:          
    Purchases of property and equipment   (222,222)   (106,075)
Net cash used in investing activities   (222,222)   (106,075)
           
Cash flows from financing activities:          
    Repayment of capital lease obligations   (131,761)   - 
    Member distributions   -    (1,235,957)
Net cash used in financing investing activities   (131,761)   (1,235,957)
           
Net change in cash   977,806    1,687,003 
           
Cash, beginning of period   1,429,716    1,063,338 
Cash, end of period  $2,407,522   $2,750,341 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $17,736   $15,194 
           
Non-cash investing and financing activities:          
Acquisition of equipment with capital leases  $-   $2,008,913 

 

See accompanying notes to unaudited condensed financial statements.

 

 6 

 

 

SALAMANDER INNISBROOK, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

 

Note 1. Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies

 

Nature of business

 

Salamander Innisbrook, LLC (the “Company”, “we”, “us”, or “our”), together with our affiliates, Salamander Innisbrook Securities, LLC, and Salamander Innisbrook Condominium, LLC owns and operates the Innisbrook Resort and Golf Club (the “Resort”).

 

The Company controls and operates the Rental Pool Lease Operations (the “Rental Pool”); a securitized pool of condominiums owned by participating condominium owners (the “Participating Owners”) and rented as hotel rooms to guests of the Resort (an average of 407 units or 506 hotel rooms participate at any given time). Pursuant to the Innisbrook Rental Pool Master Lease Agreement, dated January 1, 2014 (the “Master Lease” or “MLA”), the Company is obligated to make quarterly distributions of a percentage of room revenues. Other resort facilities include four 18-hole golf courses, four restaurants, three convention facilities, a health spa, fitness center, tennis and recreation facilities, themed water park and five swimming pools.

 

Basis of presentation

 

The accompanying interim condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America and  the instructions to Quarterly Report on Form 10-Q. Consequently, they do not include all disclosures normally provided in the audited financial statements included in our Company’s Annual Report on Form 10-K.  Accordingly, these condensed 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, 2015. 

 

In the opinion of management, the condensed financial statements reflect all adjustments which are necessary for a fair presentation of the financial information. All such adjustments are of a normal recurring nature.  

 

As a destination golf resort, open year round, the Resort’s performance is sensitive to weather conditions and seasonality as well as general trends in the economy, with economic downturns adversely affecting our operating results. Our operations are seasonal with the highest volume of revenue generated in the first two quarters of each calendar year. Due to the seasonal business of the Company, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year.

 

Use of Estimates - The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates that are critical to the accompanying condensed financial statements include our belief that long-lived assets, including intangibles, are recoverable, and our estimates of the average lives of memberships from which we base our revenue recognition are reasonable. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term. Future results could be materially affected if actual results differ from these estimates and assumptions.

 

Note 2. Accounts Receivable

 

Accounts receivable consist of the following as of March 31, 2016 and December 31, 2015:

 

   March 31, 2016   December 31, 2015 
         
Trade accounts receivable  $2,999,131   $1,221,629 
Other receivables   210,474    176,892 
Less allowance for bad debts   (33,659)   (30,059)
   $3,175,946   $1,368,462 

 

Note 3. Property, Buildings and Equipment

 

Property, buildings and equipment consist of the following as of March 31, 2016 and December 31, 2015:

 

   March 31, 2016   December 31, 2015 
           
Land and land improvements  $21,393,643   $21,329,563 
Buildings   25,460,387    25,460,387 
Furniture, fixtures and equipment   11,230,693    11,128,876 
Construction in progress   165,962    109,635 
    58,250,685    58,028,461 
Less accumulated depreciation   (18,669,191)   (18,064,702)
   $39,581,494   $39,963,759 

 

 7 

 

   

Note 4. Commitments and Contingencies

 

In the normal course of our operations, we are periodically subject to claims and lawsuits. We do not believe that the ultimate resolution of such matters will materially impair operations or have an adverse effect on our financial position and results of operations.

 

Note 5. Related Party Transactions

 

We incurred management fees to an affiliate of $429,764 and $465,383 for the three month periods ended March 31, 2016 and 2015, respectively. These fees are included in general and administrative expenses in the Condensed Statements of Operations.

 

At March 31, 2016 and December 31, 2015, amounts due (to)/ from affiliates were $24,846 and $(144,938), respectively, which balances are non-interest bearing, unsecured and due on demand.

 

The Innisbrook Rental Pool Lease Operation paid us $92,678 and $74,653 for the three months ended March 31, 2016 and 2015, respectively, as reimbursement for maintenance and housekeeping labor, use of the telephone lines and other supplies. These reimbursements are included in general and administrative expenses in the Condensed Statements of Operations.

 

 8 

 

 

 

RENTAL POOL LEASE OPERATION

 

The operation of the Rental Pool is tied closely to the Resort’s operations. The Rental Pool Master Lease Agreement provides for a quarterly distribution of a percentage of the Company’s room revenues to participating condominium owners (“Participants”), as defined in the agreement (see Note 1 of the Rental Pool Lease Operation financial statements). Because the Rental Pool participants share in a percentage of the room revenues, the condominium units allowing Rental Pool participation are deemed to be securities. However, there is no market for such securities other than the normal real estate market. Since the security is real estate, no dividends have been paid or will be paid.

 

The Company is a single-member limited liability company, wholly owned by Salamander Farms, LLC. There is no established market for the Member’s interest.

 

 

 9 

 

 

INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED BALANCE SHEETS

(unaudited)

 

DISTRIBUTION FUND

 

   March 31,   December 31, 
   2016   2015 
         
ASSETS
           
Cash  $-   $450,000 
RECEIVABLE FROM SALAMANDER INNSIBROOK, LLC  FOR DISTRIBUTION   1,541,803    275,882 
INTEREST RECEIVABLE FROM MAINTENANCE   ESCROW FUND   570    424 
   $1,542,373   $726,306 
           
LIABILITIES AND PARTICIPANTS' FUND BALANCES
           
DUE TO PARTICIPANTS FOR DISTRIBUTION   1,542,373    726,306 
   $1,542,373   $726,306 

 

MAINTENANCE ESCROW FUND

 

 
   March 31,   December 31, 
   2016   2015 
         
ASSETS
           
CASH  $134,490   $180,055 
CASH EQUIVALENTS   550,000    550,000 
INTEREST RECEIVABLE   5,320    5,409 
   $689,810   $735,464 
           
LIABILITIES AND PARTICIPANTS' FUND BALANCES
           
ACCOUNTS PAYABLE  $34,019   $66,515 
INTEREST PAYABLE TO DISTRIBUTION FUND   570    398 
   TOTAL LIABILITIES   34,589    66,913 
           
CARPET CARE RESERVE   33,772    36,569 
PARTICIPANTS' FUND BALANCES   621,449    631,982 
   $689,810   $735,464 

 

See accompanying notes to unaudited condensed financial statements.

 

 10 

 

 

INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF OPERATIONS

DISTRIBUTION FUND

(unaudited)

 

   Three months ended March 31, 
   2016   2015 
         
GROSS REVENUES  $4,198,740   $4,543,751 
           
DEDUCTIONS:          
    Agents' commissions   123,172    132,141 
    Credit card fees   117,526    128,060 
    Audit fees   18,000    16,500 
    Linen replacements   15,985    33,939 
    Rental pool complimentary fees   7,817    10,079 
    282,500    320,719 
           
ADJUSTED GROSS REVENUES   3,916,240    4,223,032 
           
AMOUNT RETAINED BY LESSEE   (2,349,744)   (2,533,819)
           
GROSS INCOME DISTRIBUTION   1,566,496    1,689,213 
           
ADJUSTMENTS TO GROSS INCOME DISTRIBUTION:          
      General pooled expense   (2,243)   (1,628)
      Miscellaneous pool adjustments   (244)   - 
      Corporate complimentary occupancy fees   3,574    3,625 
      Occupancy fees   (433,061)   (468,774)
      Advisory Committee expenses   (30,408)   (28,361)
           
NET INCOME DISTRIBUTION   1,104,114    1,194,075 
           
ADJUSTMENTS TO NET INCOME DISTRIBUTION:          
      Occupancy fees   433,061    468,774 
      Hospitality suite fees   1,046    7,686 
      Associate room fees   3,582    12,397 
           
AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS  $1,541,803   $1,682,932 

  

See accompanying notes to unaudited condensed financial statements.

 

 11 

 

 

INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES

(unaudited)

 

DISTRIBUTION FUND

 

   For the three months ended March 31, 
   2016   2015 
         
BALANCE, beginning of period  $-   $- 
           
ADDITIONS:          
    Amounts available for distribution   1,541,803    1,682,932 
    Interest received or receivable from Maintenance Escrow Fund   570    456 
REDUCTIONS:          
    Amounts accrued or paid to participants   (1,542,373)   (1,683,388)
BALANCE, end of period  $-   $- 

  

MAINTENANCE ESCROW FUND

 

   For the three months ended March 31, 
   2016   2015 
         
BALANCE, beginning of period  $620,809   $744,175 
           
ADDITIONS:          
    Charges to participants to establish or restore escrow balances   134,786    103,477 
REDUCTIONS:          
    Maintenance charges   (110,849)   (105,891)
    Member accounts & miscellaneous   (492)   - 
    Refunds to participants as prescribed by the master lease agreements   (22,805)   (18,720)
BALANCE, end of period  $621,449   $723,041 

 

See accompanying notes to unaudited condensed financial statements.

 

 12 

 

 

INNISBROOK RENTAL POOL LEASE OPERATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1. Rental Pool Lease Operation

 

Basis of Accounting

 

The Rental Pool funds are accounted for using the accrual method of accounting.

 

Organization and Operations

 

Salamander Innisbrook, LLC (the “Company”, “the “Resort”, ”we”, “us”, or “our”) follows accounting policies that require estimates that are based on assumptions and judgments, which affect revenues, expenses, assets, liabilities and disclosure of contingencies in our financial statements. These estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. However, actual results may differ from these estimates due to different conditions.

 

The Rental Pool is highly dependent upon the operations of the resort, and likewise, the resort is also dependent upon the continued participation of condominium owners in the Rental Pool. Additionally, the Rental Pool and Resort are both impacted by the general economic conditions related to the destination resort industry.

 

The Rental Pool consists of condominiums at the Resort which are leased by the Company from their owners and used as hotel accommodations for the resort. The Master Lease Agreement (“MLA”) provides that on an annual basis each owner (the “Participant”) may elect to participate in the Rental Pool for the following year by signing an Annual Lease Agreement (“ALA”). Any condominium unit owner who does not sign the ALA is not permitted to participate in the Rental Pool for the following year. Under the MLA, the Company pays the Participant a quarterly distribution equal to 40% of the Adjusted Gross Revenues on the first $10 million of Adjusted Gross Revenues; 45% between $10 million and $11 million and 50% above $11 million. Adjusted Gross Revenues are primarily defined as Gross Revenues less agent’s commissions, audit fees, occupancy fees (when the unit is used for Rental Pool Comps or as a model), linen replacements and credit card fees. Each Participant receives a fixed occupancy fee, based upon apartment size, for each day the unit is occupied. After allocation of occupancy fees and the payment of general Rental Pool expenses, the balance is allocated proportionally to the Participants, based on the Participation Factor as defined in the Agreement. Additionally, occupancy fees are paid by the Company to Participants as rental fees for complimentary rooms unrelated to the Rental Pool operations. Associate room fees are also paid by the Resort to Participants for total room revenues earned from the rental of condominiums by Company employees.

 

The Lessors’ Advisory Committee (“LAC”) consists of nine Participants who are elected by the Participants to advise the Company of Rental Pool Matters and to negotiate amendments to the ALA and MLA.

 

The Rental Pool consists of the Distribution Fund and the Maintenance Escrow Fund. The Distribution Fund’s balance sheet primarily reflects amounts receivable from the Company for the Rental Pool distribution payable to Participants and amounts due to Participants for such distribution. The operations of the Distribution Fund reflect Participants’ earnings in the Rental Pool. The Maintenance Escrow Fund reflects the accounting for certain escrowed assets of the Participants and, therefore, has no operations. It consists primarily of amounts escrowed on behalf of Participants or due from the Distribution Fund to meet minimum escrow requirements, fund the carpet care reserve and maintain the interior of the units.

 

The LAC, subject to the restriction in the MLA, invests the Maintenance Escrow Fund on behalf of the Participants. Income earned on the investments of the Maintenance Escrow Funds is allocated proportionately to the respective Maintenance Escrow Fund accounts and paid quarterly through the Distribution Fund. The funds are generally held in certificates of deposits.

 

 

 13 

 

 

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

 

General

 

We operate Innisbrook Resort and Golf Club (the “Resort” or the “Company”) in Palm Harbor, Florida, containing 1,216 condominium units; all of which have been sold to third parties or to affiliates of the Company. 407 of the condominium units are hotel accommodations that participate in a rental-pooling program (the “Rental Pool”) that provides owners with a percentage distribution of related room revenues minus certain fees and expenses. The remainder of the condominium units are owner-occupied. Other resort property owned by the Company and its affiliates include golf courses, restaurants, tennis courts, a spa and fitness center, swimming pools, conference center facilities and administrative offices.

 

Results of Operations

 

The Resort is a destination golf resort that appeals to group and transient guests within all market segments. The Resort provides condominium accommodations, food and beverage dining locations (three restaurants, room service, banquet and/or catering options) and recreational entertainment to members, business meetings, group guests, leisure guests and their families. The Resort offers room-only rates, golf packages, and family vacation packages.

 

As a destination golf resort, open year round, the Resort’s performance is sensitive to weather conditions and seasonality as well as general trends in the economy, with economic downturns adversely affecting our operating results. The Company’s operations are seasonal with the highest volume of revenue generated in the first two quarters of each calendar year. Due to the seasonal business of the Company, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year.

 

Results of operations for the three months ended March 31, 2016 and 2015 (unaudited) were as follows:

 

   Three months ended March 31, 
   2016   %   2015   %   Inc/(dec)   % Chg 
                         
Resort Revenues  $14,332,175    100.0%  $15,528,058    100.0%  $(1,195,883)   -7.7%
Costs and Expenses:                              
   Operating costs and expenses   5,155,825    36.0%   5,479,824    35.3%   (323,999)   -5.9%
   General and administrative   6,376,860    44.5%   6,514,778    42.0%   (137,918)   -2.1%
   Depreciation and amortization   604,489    4.2%   526,519    3.4%   77,970    14.8%
      Total costs and expenses   12,137,174    84.7%   12,521,121    80.6%   (383,947)   -3.1%
Income before interest   2,195,001    15.3%   3,006,937    19.4%   (811,936)   -27.0%
Interest (expense), net   (17,736)   -0.1%   (15,194)   0.1%   (2,542)   -16.7%
      Net income  $2,177,265    15.2%  $2,991,743    19.3%  $(814,478)   -27.2%

 

During the first quarter 2016, resort revenues decreased $(1,195,883) or 7.7% as compared to the same period last year. Rooms revenues were down $(345,011) or 7.6%, primarily due to group cancellations. The leisure segment room revenues experienced growth of $55,709 or 4.4% over the same period last year. The decreased revenues in our Food and Beverage and Golf Operations were also attributable to group cancellations as well as the restriction of play prior to the tournament requested by the PGA Tour. We were able to shift some of this business to our other courses to mitigate the loss of revenue.

 

Operating costs and expenses were well managed during the quarter. Our General and Administrative expenses remained flat to the same period last year. Depreciation expense increased this quarter primarily because of depreciation of equipment under capital leases that was placed in service late in 2015. Our interest expense has increased over last year due to the capital leases acquired during this year.

 

 

 14 

 

  

Liquidity and Capital Resources

 

Future operating costs and planned expenditures for capital additions and improvements are expected to be adequately funded by cash generated by the Resort’s operations and funding from our sole member or affiliates’ current cash reserves.

 

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

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions and to select accounting policies that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These accounting policies have been described on our Annual Report on Form 10-K for the year ended December 31, 2015, and there have been no material changes during the three months ended March 31, 2016.

 

Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures, or our internal controls, will prevent all error or 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 reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. However, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Changes in Internal Control over Financial Reporting

  

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer, have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended March 31, 2016, that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

 

 15 

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

In the normal course of our operations, we are subject to claims and lawsuits. We do not believe that the ultimate resolution of such matters will materially impair operations or have an adverse effect on our financial position and results of operations.

 

On January 16, 2015, we entered into a settlement agreement and release with our former insurance carrier whereby the parties mutually released and resolved all disputes. We agreed to provide a credit to be used over a three-year period that commenced on March 1, 2015 through March 1, 2018. The credit is divided equally among the three-year period with no rollover of unused amounts from one year to another.

 

Item 1A. Risk Factors

 

Not required

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Not applicable

 

Item 3. Defaults upon Senior Securities

 

Not applicable

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other information

 

Not applicable

 

Item 6. Exhibits

 

(a). Exhibits

 

Exhibit   Item
31.1  

Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

     
31.2  

Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

     
32.1*  

Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

     
32.2*  

Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

     
101   Interactive Data Files

 

*This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 

 16 

 

 

 

SIGNATURES

 

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.

 

       
   

SALAMANDER INNISBROOK, LLC 

(Registrant)

 
       
Date:  May 18, 2016 /s/ Prem Devedas  
    Prem Devedas  
   

Manager

(Chief Executive Officer)

 

 

 

Date:  May 18, 2016 /s/ Dale Pelletier  
    Dale Pelletier  
   

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 17