UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2023~~2024

Commission File No. 333-147447

SALAMANDER INNISBROOK, LLC


State of Organization: Florida		IRS Employer Identification No. 26-0442888

36750 US Highway 19 North, Palm Harbor, FL 34684

Telephone Number: (727) 942-2000

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

~~247~~240 Condominium Rental Pool Units

______________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act

Yes ☐ No ☒

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 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 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 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 amendments to this Form 10-K. ☒

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


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller Reporting Company ☒

Emerging Growth Company ☐

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Table of Contents

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

No established market exists for the Registrant’s membership interests, so there is no market value for such membership interests. There are no membership interests held by non-affiliates as of ~~December~~November 1014, ~~2024~~2025.

Issuer has no common stock subject to this report.

Table of Contents

SALAMANDER INNISBROOK, LLC

ANNUAL REPORT ON FORM 10-K

AS OF AND FOR THE YEAR ENDED DECEMBER 31, ~~2023~~2024

TABLE OF CONTENTS

PART I
	ITEM 1.	BUSINESS	5
	ITEM 1A.	RISK FACTORS	6
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
	ITEM 2.	PROPERTIES	7
	ITEM 3.	LEGAL PROCEEDINGS	7
	ITEM 4.	MINE SAFETY DISCLOSURES	87
PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	98
	ITEM 6.	SELECTED FINANCIAL DATA	98
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	109
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1312
	ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	1312
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1312
	ITEM 9A.	CONTROLS AND PROCEDURES	1312
	ITEM 9B.	OTHER INFORMATION	1413
PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1514
	ITEM 11.	EXECUTIVE COMPENSATION	1514
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	1615
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	1615
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	1716
PART IV
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	1817
SIGNATURES			4142

Table of Contents

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.

Table of Contents

PART I

ITEM 1. BUSINESS

Background

Salamander Innisbrook, LLC (the “Company”) was organized on June 14, 2007, by Salamander Farms, LLC under the laws of the state of Florida for the purpose of owning and operating Innisbrook Resort and Golf Club (the “Resort” or "Innisbrook"). The Company, and its wholly owned subsidiaries, Salamander Innisbrook Securities, LLC and Salamander Innisbrook Condominium, LLC, are hereinafter referred to as “we”, “us”, “our”. On July 16, 2007, we purchased the Resort, three condominiums, which became Salamander Innisbrook Condominiums, LLC, and all of the equity interests in Golf Host Securities, Inc. from Golf Trust of America, Inc. and its subsidiaries and affiliates. The Resort is a full service 63-hole destination golf and conference facility located near Tampa, Florida. The Resort features 1,216 condominium rooms, all of which are owned by third parties or affiliates. Approximately ~~296~~288 condominium owners (representing ~~295~~284 hotel rooms) participate in a rental pool (the “Rental Pool”) we operate.

Rental Pool Condominiums

Condominium ownership is a realty subdivision in which the individual “lots” are deemed apartment units. Instead of owning a plot of ground, the condominium owners own the space where their condominium units are located. This leaves substantial properties in interest which are not individually owned, such as the underlying land, driveways, parking lots, building foundations, exterior walls and roofs, garden areas and utility lines. These areas are termed common property or common elements. Each condominium owner has an undivided fractional interest in the common property.

The condominium owners at the Resort have established an Association of Condominium Owners (the “Association”), to administer and maintain this common property and to conduct the business of the condominium owners. In particular, the Association is responsible for maintaining insurance on the real property, upkeep of the structures, maintenance of the grounds, electricity for the common areas, water/sewer and security services. The Association assesses fees to defray these expenses and to establish necessary reserves. An assessment, if not timely paid, may result in a lien being placed upon the unit of a delinquent condominium owner. Each condominium owner must pay ad valorem property taxes, contents insurance, interior maintenance and other matters independent of the other unit owners. These expenses are incurred by each owner of condominium units whether or not the unit participates in the Rental Pool at the Resort. With respect to governing the affairs of the Association, the participating condominium owners are accorded one vote per condominium unit owned. State statutes also impact the way in which the Association’s affairs are administered.

Markets and Marketing

The Resort is located in Palm Harbor, Florida and is a destination golf resort that appeals to group convention business and leisure travelers within all market segments. The Resort caters to corporate meeting planners and sports enthusiasts within a variety of industries, the majority of which are located in central and eastern United States. The Resort markets through most of the typical channels utilizing e-commerce, print media, third party representation firms, travel agents and wholesalers.

The Resort provides condominium accommodations, four dining locations, room service, over 65,000 square feet of banquet and catering space, 63 holes of golf, golf instruction, a full-service spa and fitness center, tennis center and recreational entertainment to members, business meeting attendees, group meeting guests, leisure guests and their families. The Resort offers room-only rates, golf packages, and family vacation packages. Larger golf or conference groups typically involve contractual agreements. Accordingly, we do not believe that the loss of a single conference or even a few conferences of average size would have a significant adverse impact on our business taken as a whole.

The Resort’s accommodations are condominium units that are owned by third parties or us. These units are sold by registered securities brokers, including Golf Host Securities, Inc., which is one of our subsidiaries.

Seasonality

The Florida resort industry is seasonal in nature and historically the Resort’s business levels are stronger in the winter and spring months as guests come from the northeast and other colder regions to enjoy the warm weather. In contrast, there is a decline in business levels during the summer months as the hot summer weather makes Florida less appealing for group golf outings and vacation destination golfers. The Resort ~~uses~~supports ~~seasonal~~dynamic pricing, optimized on a combination of inventory groupings (~~peak~~i.e., ~~shoulder~~room types) and ~~off-peak)~~seasonal todemand ~~maximize~~patterns ~~revenues~~(e.g., peak, shoulder, off-peak). The Resort may also experience reduced bookings as a result of hurricane-related concerns.

PGA TOUR Event

The 2023 Valspar Championship, a nationally televised, annual PGA TOUR event, was contested at Innisbrook’s Copperhead course March 16-19, 2023. There is an agreement between the PGA TOUR, Copperhead Charities and Innisbrook through and including the

Table of Contents

~~2025 event to contest the event on the Copperhead course. This coincides with the current agreement between Valspar and the~~ PGA TOUR ~~that expires after the 2025 event.~~Event

~~Intellectual~~The ~~Property~~2024 Valspar Championship, a nationally televised, annual PGA TOUR event, was contested at Innisbrook’s Copperhead course March 16-22, 2024. The PGA TOUR, Copperhead Charities and Innisbrook entered into a First Amendment to the Agreement extending the term through and including the 2030 tournament.

TheIntellectual Resort has registered service marks and domain names that are necessary for the Resort to effectively conduct business. Service marks include “Innisbrook” #955489, registered March 13, 1973, and the Innisbrook shield logo #955488 registered March 13, 1973. The operations of the Resort are not considered to be dependent upon the availability of raw materials, nor any adverse effects that may result from the duration of patents, licenses, franchises or concessions.Property

~~Competition~~The Resort has registered service marks and domain names that are necessary for the Resort to effectively conduct business. Service marks include “Innisbrook” #955489, registered March 13, 1973, and the Innisbrook shield logo #955488 registered March 13, 1973. The operations of the Resort are not considered to be dependent upon the availability of raw materials, nor any adverse effects that may result from the duration of patents, licenses, franchises or concessions.

Conveniently located near the Florida Gulf Coast and Tampa International Airport, the Resort is located within approximately 600 acres of a dramatically landscaped setting. The Resort competes using a unique price/value strategy through its offering of spacious accommodations, high levels of customer service, award-winning golf, and one of the largest conference facilities in the southeastern United States. The Resort’s major competitors are other similar golf and conference-oriented resorts in the southeastern United States.Competition

~~Research~~Conveniently located near the Florida Gulf Coast and ~~Development~~Tampa International Airport, the Resort is located within approximately 600 acres of a dramatically landscaped setting. The Resort competes using a unique price/value strategy through its offering of spacious accommodations, high levels of customer service, award-winning golf, and one of the largest conference facilities in the southeastern United States. The Resort’s major competitors are other similar golf and conference-oriented resorts in the southeastern United States.

WeResearch have no research and development expenses.Development

~~Environmental~~We ~~Matters~~have no research and development expenses.

OperationEnvironmental of the golf courses at the Resort involves the use and storage of various hazardous materials such as herbicides, pesticides, fertilizers, motor oils and gasoline. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of certain hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of hazardous substances. As of the date of this filing, we are not aware of any violations of these laws, ordinances and regulations. Matters

~~Government~~Operation ~~Regulation~~of the golf courses at the Resort involves the use and storage of various hazardous materials such as herbicides, pesticides, fertilizers, motor oils and gasoline. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of certain hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of hazardous substances. As of the date of this filing, we are not aware of any violations of these laws, ordinances and regulations.

TheGovernment Resort is subject to the Americans with Disabilities Act (“ADA”) of 1990. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities”, but generally requires public facilities such as clubhouses and recreation areas to be accessible to people with disabilities. Noncompliance could result in imposition of fines or an award of damages to private litigants. We are responsible for compliance costs incurred at the Resort. The condominiums in the Rental Pool are residential properties and are not subject to ADA. Regulation

~~Employees~~The Resort is subject to the Americans with Disabilities Act (“ADA”) of 1990. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities”, but generally requires public facilities such as clubhouses and recreation areas to be accessible to people with disabilities. Noncompliance could result in imposition of fines or an award of damages to private litigants. We are responsible for compliance costs incurred at the Resort. The condominiums in the Rental Pool are residential properties and are not subject to ADA.

At December 31, 2023, we had 431employees; 292 full-time and 139 part-time. We also periodically engage casual laborers as needed. Employees

~~Code~~At ofDecember ~~Ethics~~31, 2024, we had 482 employees; 344 full-time and 138 part-time. We also periodically engage casual laborers as needed.

See Part III, Item 10 for discussion of our Code of Business Conduct.Ethics

ITEMSee 1A.Part RISKIII, FACTORSItem 10 for discussion of our Code of Business Conduct.

NotITEM required1A. forRISK Smaller Reporting Company.FACTORS

~~ITEM~~Not ~~1B.~~required ~~UNRESOLVED~~for ~~STAFF~~Smaller ~~COMMENTS~~Reporting Company.

NoneITEM 1B. UNRESOLVED STAFF COMMENTS

~~ITEM 1C~~None. ~~CYBERSECURITY~~

~~Cybersecurity~~ITEM ~~risk management is an important part of our overall risk management efforts~~1C. We maintain a cybersecurity program that is comprised of policies, procedures, controls and plans whose objective is to help us prevent and effectively respond to cybersecurity threats or incidents. Through our cybersecurity risk management process, we monitor cybersecurity vulnerabilities and potential attack vectors to company systems. We, directly and through our third-party service providers, maintain various measures to safeguard against cybersecurity threats such as monitoring systems, security controls, policy enforcement, data encryption, employee training, tools and services from third-party providers and management oversight to assess, identify and mitigate risks from cybersecurity threats. We and our third-party service providers conduct regular testing of these controls and systems including vulnerability scanning, penetration testing and simulating the execution of parts of our disaster recovery plan.CYBERSECURITY

6Cybersecurity risk management is an important part of our overall risk management efforts. We maintain a cybersecurity program that is comprised of policies, procedures, controls and plans whose objective is to help us prevent and effectively respond to cybersecurity threats or incidents. Through our cybersecurity risk management process, we monitor cybersecurity vulnerabilities and potential attack vectors to company systems. We, directly and through our third-party service providers, maintain various measures to safeguard against cybersecurity threats such as monitoring systems, security controls, policy enforcement, data encryption, employee training,

~~Table of Contents~~6

WeTable ~~have implemented cybersecurity frameworks, policies and practices which incorporate industry-standards and contractual requirements. We gather information and review security protocols~~ of certain third parties who integrate with our systems, such as our payroll processor, managed solutions provider, and software as a service provider, on an annual basis to identify and manage risk. We regularly seek to improve and mature our cybersecurity processes. We apply lessons learned from our efforts to help prevent attacks and utilize data analytics to detect anomalies and search for cyber threats.Contents

~~Cybersecurity~~tools ~~threats~~and ofservices ~~all types, such as attacks~~ from ~~computer hackers, cyber criminals, nation~~third-~~state~~party ~~actors,~~providers ~~social engineering~~ and ~~other~~management ~~malicious~~oversight ~~internet-based~~to ~~activities~~assess, ~~continue~~identify toand ~~increase~~mitigate ~~generally~~risks infrom ~~business~~cybersecurity ~~and society~~threats. We ~~believe that our current preventative actions~~ and ~~response planning provide adequate measures of protection against cybersecurity risks. While we have implemented measures to safeguard~~ our ~~information~~third-party ~~technology~~service ~~systems,~~providers ~~the~~conduct ~~evolving~~regular ~~nature~~testing of ~~cybersecurity~~these ~~attacks~~controls and ~~vulnerabilities~~systems ~~means~~including ~~that~~vulnerability ~~these protections may not always be effective. In 2023~~scanning, wepenetration ~~did~~testing ~~not~~and ~~identify~~simulating ~~any~~the ~~cybersecurity~~execution ~~threats~~of ~~that~~parts ~~have materially affected or are reasonably likely to materially affect our business strategy, results~~ of ~~operations, or financial condition. However, despite~~ our ~~efforts,~~disaster werecovery ~~cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents~~plan.

~~Governance~~We have implemented cybersecurity frameworks, policies and practices which incorporate industry-standards and contractual requirements. We gather information and review security protocols of certain third parties who integrate with our systems, such as our payroll processor, managed solutions provider, and software as a service provider, on an annual basis to identify and manage risk. We regularly seek to improve and mature our cybersecurity processes. We apply lessons learned from our efforts to help prevent attacks and utilize data analytics to detect anomalies and search for cyber threats.

~~Our~~Cybersecurity ~~finance~~threats ~~and~~of ITall ~~consultants~~types, ~~have~~such ~~oversight~~as ofattacks ~~our~~from ~~strategic~~computer ~~and~~hackers, ~~business~~cyber ~~risk~~criminals, ~~management~~nation-state ~~and~~actors, ~~oversees~~social ~~management’s~~engineering ~~execution~~and ofother ~~our~~malicious ~~cybersecurity~~internet-based ~~risk~~activities, ~~management~~continue ~~program.~~to ~~They~~increase ~~receive~~generally ~~updates~~in ~~from~~business ~~management~~and onsociety. ~~our~~We ~~cybersecurity~~believe ~~risks~~that asour ~~may~~current bepreventative ~~required~~actions orand ~~prudent.~~response Inplanning ~~addition,~~provide ~~management~~adequate ~~updates~~measures ~~the~~of ~~home~~protection ~~office~~against ~~executive~~cybersecurity ~~committee~~risks. asWhile ~~necessary,~~we ~~regarding~~have ~~any~~implemented ~~material~~measures ~~cybersecurity~~to ~~incidents.~~safeguard ~~Management~~our isinformation ~~responsible~~technology ~~for identifying~~systems, ~~assessing,~~the ~~and~~evolving ~~managing~~nature of cybersecurity ~~risks~~attacks onand anvulnerabilities ~~ongoing~~means ~~basis,~~that ~~establishing~~these ~~processes~~protections tomay ~~ensure~~not ~~that~~always ~~such~~be ~~potential~~effective. ~~cybersecurity~~In ~~risk exposures are monitored~~2024, ~~putting~~we indid ~~place~~not ~~appropriate~~identify ~~mitigation~~any ~~measures,~~cybersecurity ~~maintaining~~threats ~~cybersecurity~~that ~~policies~~have ~~and~~materially ~~procedures,~~affected ~~and~~or ~~providing~~are ~~regular~~reasonably ~~reports~~likely to ~~our~~materially ~~home~~affect ~~office~~our ~~executive~~business ~~committee.~~strategy, Inresults ~~the event~~ of ~~an incident~~operations, weor ~~intend~~financial tocondition. ~~follow~~However, despite our ~~incident response plan~~efforts, ~~which~~we ~~outlines~~cannot ~~the~~eliminate ~~steps~~all torisks ~~be followed~~ from ~~incident~~cybersecurity ~~detection to mitigation~~threats, ~~recovery~~or ~~and~~provide ~~notification,~~assurances ~~including~~that ~~notifying~~we ~~functional~~have ~~areas~~not ~~(e.g.~~experienced ~~legal),~~undetected ascybersecurity ~~well as senior leadership, as appropriate~~incidents.

Our Chief Financial Officer and Corporate Controller oversees our cybersecurity program and is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response. These officers work with other members of management, employees and outside service providers to promote and evolve our cybersecurity protocols and systems.Governance

~~There~~Our ~~were~~finance noand IT consultants have oversight of our strategic and business risk management and oversees management’s execution of our cybersecurity risk management program. They receive updates from management on our cybersecurity risks as may be required or prudent. In addition, management updates the home office executive committee as necessary, regarding any material cybersecurity incidents. Management is responsible for identifying, assessing, and managing cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in ~~2023~~place orappropriate upmitigation measures, maintaining cybersecurity policies and procedures, and providing regular reports to our home office executive committee. In the ~~date~~event of ~~this~~an ~~filing~~incident, we intend to follow our incident response plan, which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (e.g. legal), as well as senior leadership, as appropriate.

~~ITEM~~Our 2Chief Financial Officer and Corporate Controller oversees our cybersecurity program and is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response. ~~PROPERTIES~~These officers work with other members of management, employees and outside service providers to promote and evolve our cybersecurity protocols and systems.

The Resort is situated on approximately 600 acres of land located in the northern portion of Pinellas County, Florida, near the Gulf of Mexico. It is approximately 9 miles north of Clearwater and approximately 20 miles west of Tampa. There ~~are~~were ~~938~~no ~~condominium~~material ~~units,~~cybersecurity 36incidents ~~of which are strictly residential, with the balance eligible for Rental Pool participation. Of the 902 remaining eligible units, approximately 250 participate~~ in ~~the~~2024 ~~Rental~~or ~~Pool.~~up ~~See~~to ~~additional discussion in Item 1 under~~ the ~~caption~~date ~~“Rental Pool Condominiums.” These condominium units are leased by us from the condominium owners and used as hotel accommodations for the Resort. We also own three condominium units, all~~ of ~~which~~this ~~participate in the Rental Pool in the same fashion as all other Rental Pool participants~~filing. Approximately 20% of the units have lockout master bedroom units, which allow the rental of the condominium unit as two hotel rooms. As a result of the potential use of lockout master bedroom units, the total number of rooms at the resort is 1,218 and the average number of units participating in the Rental Pool at any one time is equivalent to approximately 295 hotel rooms. The Resort complex includes 63 holes of golf, practice ranges, three clubhouses with retail, golf, and food and beverage outlets, three conference and exhibit buildings, a full-service spa and fitness center, six swimming pools including a themed water attraction, a recreation facility, a tennis facility, and numerous administrative and support structures. These amenities are owned by the Resort and have undergone substantial renovation and improvements since we purchased the Resort in 2007.

ITEM 32. ~~LEGAL~~ ~~PROCEEDINGS~~ PROPERTIES

AtThe ~~December~~Resort ~~31,~~is ~~2021,~~situated weon ~~were~~approximately ~~involved~~600 acres of land located in ~~certain~~the ~~litigation~~northern ~~arising~~portion ~~from~~of aPinellas ~~full-service~~County, ~~construction~~Florida, ~~contract~~near wethe ~~previously~~Gulf ~~entered~~of ~~(as~~Mexico. ~~agent~~It ~~for~~is approximately 9 miles north of Clearwater and onapproximately ~~behalf~~20 miles west of Tampa. There are 938 condominium units, 36 of which are strictly residential, with the balance eligible for Rental Pool ~~participants)~~participation. ~~with~~Of ~~AMH~~the ~~Construction~~902 remaining eligible units, ~~Inc~~approximately 288 participate in the Rental Pool. ~~(“AMH”)~~See additional discussion in Item 1 under the ~~amount~~caption of“Rental ~~$3,420,670~~Pool Condominiums.” ~~The~~These ~~litigation~~condominium ~~arose~~units ~~from~~are ~~our~~leased ~~decision~~by tous ~~terminate~~from the ~~contract~~condominium ~~with~~owners ~~AMH~~and used as hotel accommodations for ~~breach~~the ofResort. ~~contract,~~We ~~including~~also ~~AMH's~~own ~~failure~~three tocondominium ~~complete~~units, ~~the~~all ~~renovation~~of ~~work~~which participate in ~~accordance~~the ~~with~~Rental Pool in the ~~contract~~same ~~schedule.~~fashion Onas ~~April~~all ~~18,~~other ~~2019,~~Rental wePool ~~served~~participants. aApproximately ~~demand~~20% ~~letter~~of tothe ~~AMH~~units ~~asserting~~have ~~damages~~lockout ofmaster $4bedroom units,~~423,070~~ ~~for~~which allow the ~~additional~~rental ~~costs~~of ~~incurred~~the bycondominium ~~the~~unit ~~Participating~~as ~~Owners~~two ~~and~~hotel ~~return~~rooms. ofAs ~~deposits~~a ~~made~~result ~~for~~of ~~work~~the ~~that~~potential ~~was~~use ~~not~~of ~~performed.~~lockout Onmaster ~~July~~bedroom 13units, ~~2022,~~the wetotal ~~entered~~number ~~into~~of arooms ~~settlement~~at ~~agreement~~the ~~with~~resort ~~AMH,~~is ~~whereby~~1,216 ~~among~~and ~~other~~the ~~things~~average ~~AMH signed~~number aof ~~confessed~~units ~~judgment~~participating in the ~~amount~~Rental Pool at any one time is equivalent to approximately 284 hotel rooms. The Resort complex includes 63 holes of $4golf,~~012~~ practice ranges,~~154~~ three clubhouses with retail, ~~which~~golf, ~~was~~and tofood beand ~~paid over~~beverage outlets, three conference and exhibit buildings, a ~~two~~full-~~year~~service ~~period.~~spa ~~Payments~~and ~~began~~fitness oncenter, ~~August~~six 1swimming pools including a themed water attraction, ~~2022~~a recreation facility, a tennis facility, and ~~were~~numerous ~~supposed~~administrative toand ~~continue~~support ~~through~~structures. ~~December~~These 1,amenities ~~2024;~~are ~~however,~~owned onby ~~December~~the ~~15,~~Resort ~~2022,~~and ~~AMH~~have ~~filed~~undergone ~~for~~substantial ~~Chapter~~renovation 7and ~~(also~~improvements since we purchased the Resort in 2007.

7ITEM 3. LEGAL PROCEEDINGS

~~Table~~We were not aware of ~~Contents~~any legal proceedings as of December 31, 2024 or through the date of this report.

~~commonly~~ITEM ~~known as “liquidation”) bankruptcy~~4. MINE WeSAFETY ~~received total payments of approximately $165,000 prior to such bankruptcy filing.~~ DISCLOSURES

~~On July 10, 2024, the Trustee for the United States Bankruptcy Court, Middle District of Florida, Orlando Division issued its final report of the Chapter 7 petition proceedings~~None. The report states that liquidated assets were not sufficient to pay the total claims from secured creditors and no payments were made to unsecured creditors, including the Company. The Company had previously written off all amounts owed by AMH so there is no financial impact to the Company. There will be no further action on this matter.

~~ITEM 4. MINE SAFETY DISCLOSURES~~7

~~None.~~Table of Contents

8PART II

~~Table~~ITEM of5. ~~Contents~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~PART~~We IIare a single member limited liability company and do not have any stock. Our membership interests are not publicly traded.

~~ITEM~~There 5.are ~~MARKET~~902 ~~FOR~~deeded ~~REGISTRANT’S~~condominium ~~COMMON~~units ~~EQUITY,~~allowing ~~RELATED~~Rental ~~STOCKHOLDER~~Pool ~~MATTERS~~participation ~~AND~~by ~~ISSUER~~their ~~PURCHASES~~owners, OFof ~~EQUITY~~which ~~SECURITIES~~three are owned by us.

WeThe condominium units that are aleased ~~single~~to ~~member~~us ~~limited~~for ~~liability~~Rental ~~company~~Pool ~~and~~participation, doare ~~not~~deemed ~~have~~to ~~any~~be ~~stock~~securities. ~~Our~~These ~~membership~~units ~~interests~~are hereinafter referred to as Rental Pool Securities. These securities are ~~not~~deemed ~~publicly~~securities ~~traded~~pursuant to the Securities Act of 1933, as amended, but there is no market for such securities other than sales through the normal real estate market.

~~There~~Because the Rental Pool Securities are ~~902~~real ~~deeded~~estate ~~condominium~~related, ~~units~~no ~~allowing~~dividends ~~Rental~~have ~~Pool~~been ~~participation~~paid byor will be paid to their owners. However, ofthe ~~which~~Rental ~~three~~Pool lease agreements provide that the Rental Pool participants are ~~owned~~entitled byto ~~us.~~a contractual distribution paid quarterly in exchange for our right to use their condominium units in the Rental Pool.

~~The~~ITEM ~~condominium units that are leased to us for Rental Pool participation, are deemed to be securities~~6. ~~These~~SELECTED ~~units~~FINANCIAL are hereinafter referred to as Rental Pool Securities. These securities are deemed securities pursuant to the Securities Act of 1933, as amended, but there is no market for such securities other than sales through the normal real estate market. DATA

~~Because~~Not ~~the~~required Rental Pool Securities are real estate related, no dividends have been paid or will be paid to their owners. However, the Rental Pool lease agreements provide that the Rental Pool participants are entitled to a contractual distribution paid quarterly in exchange for ~~our~~Smaller ~~right~~Reporting ~~to use their condominium units in the Rental Pool~~Company.

~~ITEM 6. SELECTED FINANCIAL DATA~~8

~~Not~~Table ~~required~~of ~~for Smaller Reporting Company.~~Contents

9ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Table~~Critical ofAccounting ~~Contents~~Policies and Estimates

~~ITEM~~The 7following accounting policies are considered critical to the preparation of our consolidated financial statements. These ~~MANAGEMENT’S~~and ~~DISCUSSION~~other ~~AND~~accounting ~~ANALYSIS~~policies OFrequire ~~FINANCIAL~~that ~~CONDITION~~estimates ~~AND~~be ~~RESULTS~~made OFbased ~~OPERATIONS~~on assumptions and judgment, which can affect the reporting of revenues, expenses, assets, liabilities and disclosure of contingencies in our consolidated 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 changes in these estimates and assumptions.

~~Critical~~Revenue ~~Accounting Policies and Estimates~~Recognition

~~The~~Revenues ~~following~~are ~~accounting~~derived ~~policies~~from ~~are~~a ~~considered~~variety ~~critical~~of tosources ~~the~~including, ~~preparation~~but ofnot ~~our~~limited ~~consolidated~~to, ~~financial~~hotel, ~~statements. These~~food and ~~other~~beverage ~~accounting~~operations, ~~policies~~retail ~~require~~sales, ~~that~~golf ~~estimates~~course beoperations ~~made~~and ~~based~~commissions on ~~assumptions~~real ~~and~~estate ~~judgment,~~transactions. ~~which~~With ~~can affect~~ the ~~reporting~~exception of ~~revenues,~~initiation ~~expenses,~~fees ~~assets, liabilities~~ and ~~disclosure~~membership ofdues, ~~contingencies~~all inrevenues ~~our~~net ~~consolidated~~of ~~financial~~any ~~statements.~~sales ~~These estimates~~ and ~~assumptions are based on historical experience and various~~ other ~~factors~~taxes ~~that~~collected are ~~believed~~recognized toas beproducts ~~reasonable~~are ~~under~~delivered ~~the~~or ~~circumstances.~~services ~~However,~~are ~~actual results may differ from changes in these estimates and assumptions~~performed.

~~Revenue~~A ~~Recognition~~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 is transactional, and the contracts performance obligation is generally satisfied at the time of the transaction.

Revenues ~~are~~from ~~derived~~performance ~~from~~obligations asatisfied ~~variety~~over oftime ~~sources~~include ~~including~~membership dues, ~~but~~annual ~~not~~fees ~~limited~~and ~~to,~~initiation ~~hotel,~~fees. ~~food~~The ~~and~~membership ~~beverage~~initiation ~~operations,~~fees ~~retail~~at ~~sales,~~the ~~golf~~Resort ~~course~~are ~~operations~~non-refundable and ~~commissions~~are oninitially ~~real~~recorded ~~estate~~when ~~transactions.~~received ~~With~~as deferred revenue and amortized over the ~~exception~~average life of ~~initiation~~a ~~fees~~membership ~~and~~which, ~~membership~~based ~~dues~~on historical information, ~~all~~is ~~revenues~~deemed ~~net~~to ofbe ~~any~~ten ~~sales~~years for full golf members and ~~other~~five ~~taxes~~years ~~collected~~for resort and executive memberships. Membership dues and annual fees are recognized asover ~~products~~the ~~are~~applicable ~~delivered~~membership orperiod ~~services~~(three ~~are~~months ~~performed.~~to one year depending on type of membership).

AIntangible 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 is transactional, and the contracts performance obligation is generally satisfied at the time of the transaction.Assets

~~Revenues~~We ~~from~~evaluate ~~performance~~indefinite ~~obligations~~lived ~~satisfied~~intangible ~~over~~assets ~~time~~for ~~include~~impairment ~~membership~~annually ~~dues,~~or ~~annual~~at ~~fees~~an ~~and~~interim ~~initiation~~date ~~fees.~~if ~~The~~a ~~membership~~significant ~~initiation~~event ~~fees~~occurs ator ~~the~~circumstances ~~Resort~~indicate ~~are~~that ~~non-refundable~~the ~~and~~assets ~~are~~may ~~initially~~not ~~recorded~~be ~~when~~recoverable. ~~received~~Factors aswe ~~deferred~~consider ~~revenue~~important, and ~~amortized~~which ~~over~~could ~~the~~indicate ~~average life of a membership which~~impairment, ~~based~~include onthe ~~historical~~following: ~~information,~~(I) issignificant ~~deemed~~underperformance relative to behistorical ~~ten~~or ~~years~~projected ~~for~~future ~~full~~operating ~~golf~~results; ~~members~~(ii) ~~and~~significant ~~five~~changes ~~years~~in ~~for~~the ~~resort~~manner ~~and~~of ~~executive~~our ~~memberships. Membership~~use ~~dues~~of ~~and~~the ~~annual~~acquired ~~fees~~assets ~~are~~or ~~recognized over~~ the ~~applicable~~strategy ~~membership~~for ~~period~~our ~~(three~~overall ~~months~~business; toand ~~one~~(iii) ~~year~~significant ~~depending~~negative onindustry ~~type~~or ofeconomic ~~membership)~~trends.

~~Intangible~~Our ~~Assets~~intangible assets consist of: (i) a water contract; and (ii) our trademark and trade name. The valuation of the water contract is based on the projected annual savings associated with having this contract. The valuation of the trademark and trade name is derived from the residual revenue streams from Resort revenues that is attributed to the Innisbrook trade name.

WeDuring ~~evaluate indefinite lived intangible assets for impairment annually or at an interim date if a significant event occurs or circumstances indicate that~~ the ~~assets~~years ~~may~~ended ~~not~~December be31, ~~recoverable.~~2024 ~~Factors~~and ~~we consider important~~2023, ~~and~~there ~~which~~were ~~could~~no ~~indicate~~ impairment, ~~include~~charges ~~the~~related ~~following: (I) significant underperformance relative~~ to ~~historical~~intangible ~~or projected future operating results; (ii) significant changes in the manner of our use of the acquired~~ assets ~~or the strategy for our overall business; and (iii) significant negative industry or economic trends~~.

~~Our~~Impairment ~~intangible assets consist~~ of: ~~(i)~~Other aLong-Lived water contract; and (ii) our trademark and trade name. The valuation of the water contract is based on the projected annual savings associated with having this contract. The valuation of the trademark and trade name is derived from the residual revenue streams from Resort revenues that is attributed to the Innisbrook trade name. Assets

We review other long-lived assets for impairment if a significant event occurs or circumstances arise that indicate the assets may not be recoverable by comparing the carrying values of the assets with their estimated future undiscounted cash flows. In reviewing impairment of our long-lived assets, we review the recent operating and pricing trends with the financial performance of the Resort in the aggregate for material variances from our expectations of the Resort’s revenues. During the years ended December 31, ~~2023~~2024 and ~~2022~~2023, there were no ~~impairment~~impairments charges related to ~~intangible~~other long lived assets.

~~Impairment~~Loss ~~of Other Long-Lived Assets~~Contingencies

We ~~review~~estimate ~~other~~loss ~~long-lived~~contingencies ~~assets~~in ~~for~~accordance ~~impairment~~with ifFASB aASC ~~significant~~450-20 ~~event~~Loss ~~occurs~~Contingencies, orwhich ~~circumstances~~states ~~arise~~ that ~~indicate~~a ~~the~~loss ~~assets~~contingency ~~may~~shall ~~not~~ be ~~recoverable~~accrued by ~~comparing~~a ~~the~~charge ~~carrying~~to ~~values~~operations if both of the ~~assets~~following ~~with~~conditions ~~their~~are ~~estimated~~met: ~~future~~(a) ~~undiscounted~~information ~~cash~~available ~~flows.~~before Inthe ~~reviewing~~consolidated ~~impairment~~financial ofstatements ~~our~~are ~~long-lived~~issued ~~assets,~~or weare ~~review~~available ~~the~~to ~~recent~~be ~~operating~~issued ~~and~~indicates ~~pricing~~that ~~trends~~it ~~with~~is ~~the~~probable ~~financial~~that ~~performance~~a ofliability ~~the~~had ~~Resort~~been inincurred at the ~~aggregate~~date ~~for material variances from our expectations~~ of the ~~Resort’s~~consolidated ~~revenues.~~financial ~~During~~statements ~~the years ended December 31, 2023~~ and ~~2022,~~(b) ~~there~~the ~~were~~amount noof ~~impairments~~loss ~~charges~~can ~~related~~be toreasonably ~~other long lived assets~~estimated.

~~Loss Contingencies~~9

WeTable ~~estimate loss contingencies in accordance with FASB ASC 450-20 Loss Contingencies, which states that a loss contingency shall be accrued by a charge to operations if both~~ of the following conditions are met: (a) information available before the consolidated 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 consolidated financial statements and (b) the amount of loss can be reasonably estimated. Contents

10Results of Operations

Table of Contents


		Year ended December 31,
		2024			%				2023			%				Inc/(dec)			% Chg
Resort revenues:
Room revenues	$		9,627,545			20.4	%	$		9,500,705			20.5	%	$		126,840			1.3	%
Other revenues			37,596,714			79.6	%			36,882,082			79.5	%			714,632			1.9	%
Total revenues			47,224,259			100.0	%			46,382,787			100.0	%			841,472			1.8	%

Costs and expenses:
Operating costs and expenses			26,547,788			56.2	%			24,525,961			52.9	%			2,021,827			8.2	%
General and administrative			20,432,358			43.3	%			20,100,038			43.3	%			332,320			1.7	%
Depreciation and amortization			1,877,834			4.0	%			2,702,861			5.8	%			(825,027	)		-30.5	%
Total costs and expenses			48,857,980			103.5	%			47,328,860			102.0	%			1,529,120			3.2	%
Operating income (loss)			(1,633,721	)		-3.5	%			(946,073	)		-2.0	%			(687,648	)		72.7	%

Interest expense			(689,703	)		-1.5	%			(817,140	)		-1.8	%			127,437			-15.6	%
Interest income			337,498			0.7	%			10,638			0.0	%			326,860			100.0	%
Gain on sale of assets			-			0.0	%			10,112,457			21.8	%			(10,112,457	)		100.0	%

Income (loss) before provision for income taxes			(1,985,926	)		-4.2	%			8,359,882			18.0	%			(10,345,808	)		-123.8	%

Provision for income taxes			(23,000	)		0.0	%			(167,923	)		-0.4	%			144,923			100.0	%

Net income (loss)	$		(2,008,926	)		-4.3	%	$		8,191,959			17.7	%	$		(10,200,885	)		-124.5	%

~~Results~~During 2024 overall resort revenues increased by $841,472 or 1.8% compared with the prior year. The increase in revenues was primarily driven by food and beverage and membership revenues, which increased 28.2% and 12.0% respectively over the prior year. Total costs and expenses (exclusive of ~~Operations~~depreciation and amortization) increased year-over-year by $2,354,147 or 9.9% which is attributable to an increase in market and local operating costs. Depreciation and amortization declined as various assets became fully depreciated in 2023 and 2024.

		Year ended December 31,
		2023			%				2022			%				Inc/(dec)			% Chg
Resort revenues:
Room revenues	$		9,500,705			20.5	%	$		8,853,581			20.0	%	$		647,124			7.3	%
Other revenues			36,882,082			79.5	%			35,343,422			80.0	%			1,538,660			4.4	%
Total revenues			46,382,787			100.0	%			44,197,003			100.0	%			2,185,784			4.9	%
Costs and expenses:
Operating costs and expenses			24,525,961			52.9	%			22,063,505			49.9	%			2,462,456			11.2	%
General and administrative			20,100,038			43.3	%			18,611,015			42.1	%			1,489,023			8.0	%
Depreciation and amortization			2,702,861			5.8	%			2,563,774			5.8	%			139,087			5.4	%
Total costs and expenses			47,328,860			102.0	%			43,238,294			97.8	%			4,090,566			9.5	%
Operating income (loss)			(946,073	)		-2.0	%			958,709			2.2	%			(1,904,782	)		-198.7	%
Gain on forgiveness of Paycheck Protection Program loan			-			0.0	%			2,000,000			4.5	%			(2,000,000	)		-100.0	%
Interest expense			(817,140	)		-1.8	%			(422,265	)		-1.0	%			(394,875	)		93.5	%
Interest income			10,638			0.0	%			-			0.0	%			10,638			100.0	%
Gain on sale of assets			10,112,457			21.8	%			-			0.0	%			10,112,457			100.0	%
Income before provision for income taxes			8,359,882			18.0	%			2,536,444			5.7	%			5,823,438			229.6	%
Provision for income taxes			(167,923	)		-0.4	%			-			0.0	%			(167,923	)		100.0	%
Net income	$		8,191,959			17.7	%	$		2,536,444			5.7	%	$		5,655,515			223.0	%

Interest income increased in 2024 due to interest earned on the balances held in bank accounts. We recorded a provision for income taxes in 2024 due to taxable income generated by our sole tax paying subsidiary. FY 2023 included a non-recurring gain on sale of certain assets to Toll Brothers, Inc.

~~During~~In ~~2023~~the ~~overall~~last ~~resort~~week ~~revenues~~of ~~increased~~September byand $2the second week of October 2024,~~185~~ Hurricanes Helene and Milton made landfall on the central west coast of Florida,~~784~~ orcausing ~~4.9%~~widespread ~~compared~~damage ~~with~~across the ~~prior~~greater ~~year~~Tampa Bay area. The ~~increase~~impacts inincluded ~~revenues~~property ~~was~~damage ~~primarily~~to ~~driven~~the byResort, ~~rooms~~the ~~revenues~~temporary closing and disruption of the Company's operations, ~~which~~and ~~increased~~damage 7to the Resort's infrastructure.3% As ~~over~~a result of the ~~prior~~hurricanes, ~~year~~we ~~due~~incurred toapproximately ~~stronger~~$816,000 ~~group~~of repairs and ~~leisure~~maintenance ~~demand.~~costs ~~The~~arising from damage to tour golf courses and ~~membership~~other ~~departments~~property. However, ~~also~~subsequent ~~contributed~~to ~~with~~year ~~increased~~end, ~~golf~~our ~~rounds~~insurance ~~from~~company ~~member~~agreed ~~and~~to ~~guest~~reimburse ~~play.~~us ~~Total~~for such costs and ~~expenses~~remitted ~~increased~~an ~~year-over-year~~advance byto us of $41,~~090~~200,~~566~~000 orin 9March 2025 (and subsequent to such date we settled with our insurance company for a total of $1,561,000, inclusive of such advance).5% The ~~which~~final issettlement ~~attributable~~represents recovery for approximately $1,039,000 of casualty losses and $522,000 of lost business and profits. However, pursuant to ~~higher~~generally ~~inflation~~accepted accounting principles in the United States of America the casualty losses in excess of the aforementioned charges of $816,000 and the ~~increase~~$522,000 arising from lost business and profits are considered gain contingencies in ~~revenues~~the ~~across~~year the ~~same~~payments ~~period~~are actually received and therefore will be given effect to in our 2025 consolidated financial statements.

~~Interest~~Liquidity ~~expenses~~and ~~increased~~Capital inResources 2023 due to higher interest rates on our long-term debt obligation. We recorded a provision for income taxes for the first time in 2023 due to taxable income generated by our sole tax paying subsidiary. FY 2023 also includes a non-recurring gain on sale of certain assets to Toll Brothers, Inc.

~~Liquidity~~Cash generated from operating activities was $79,708 and ~~Capital~~$1,004,916 ~~Resources~~in 2024 and 2023, respectively, a decrease of $925,208. The decrease resulted primarily from our current year operating loss caused primarily by an increased loss due to an increase in local operating costs and the impact of Hurricanes Helene and Milton.

~~Cash~~We ~~generated~~used ~~from~~cash ~~operating~~of ~~activities~~approximately ~~was~~ $1(3,~~004~~662,~~916~~000) and $3(4,~~406~~262,~~283~~000) in ~~2023~~2024 and ~~2022~~2023, respectively, afor ~~decrease~~the purchase of property and equipment, and a $21,~~401~~000,~~367. The~~000 ~~decrease~~distribution ~~resulted~~to ~~primarily~~our ~~from~~member ~~our~~was ~~current~~made ~~year~~in ~~operating~~2023. In ~~loss~~2023, ~~caused~~we ~~primarily~~received byproceeds anof ~~increased~~approximately ~~loss~~$12,539,000 ~~due~~from the sale of certain land to ~~inflation~~Toll Brothers, Inc.

We ~~generated~~believe ~~cash~~our ~~of approximately $8,276,000 from investing activities in 2023 whereas we used~~ cash ofon ~~approximately~~hand ~~$1,427,000~~is ~~for~~adequate ~~such~~to ~~activities~~support ~~in 2022. Although~~ our ~~property~~capital ~~purchases~~and ~~tripled~~operating expenditures in ~~2023~~2025 ~~compared~~and ~~to 2022, we received proceeds of approximately $12,539,000 from the aforementioned sale of certain assets in 2023~~beyond.

WeLegal ~~used~~Entity ~~cash of approximately $1,971,000 and $804,000 in 2023 and 2022, respectively. The increase relates to cash of $1,000,000 distributed to our member in 2023.~~Structure

WeSalamander ~~believe~~Innisbrook, ~~our~~LLC ~~cash~~is ona ~~hand~~single ismember ~~adequate~~limited toliability ~~support~~company ~~our~~with ~~capital~~Salamander ~~and~~Farms, ~~operating~~LLC ~~expenditures~~as inthe ~~2024~~sole ~~and beyond~~member.

~~Legal Entity Structure~~10

~~Salamander~~Table ~~Innisbrook,~~of ~~LLC is a single member limited liability company with Salamander Farms, LLC as the sole member.~~Contents

Income Tax Status

With the exception of an entity owned by Salamander Innisbrook Securities, LLC the Company and its subsidiaries are single member limited liability companies and therefore the majority of the results of our operations flow through to our member for inclusion in its income tax returns. InWe ~~2023, we~~ provided for income taxes of approximately $23,000 and $168,000 in 2024 and 2023, respectively, related to our tax paying subsidiary. No provision and/or benefit for deferred income taxes has been recorded as there are no significant differences between financial statement and tax reporting.

We have adopted the provisions of FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this topic, we are required to evaluate each of our tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity’s tax status, as a pass-through entity, and the decision not to file a tax return. We have evaluated each of our tax positions and have determined that no provision or liability for income taxes is necessary.

11We evaluate the validity of our conclusions regarding uncertain income tax positions on an annual basis to determine if facts or circumstances have arisen that might cause us to change our judgment regarding the likelihood of a tax position’s sustainability under examination.

~~Table~~Environmental ~~of Contents~~Matters

~~respective position~~None. A tax position includes an entity’s tax status, as a pass-through entity, and the decision not to file a tax return. We have evaluated each of our tax positions and have determined that no provision or liability for income taxes is necessary.

WeOff ~~evaluate~~Balance ~~the~~Sheet validity of our conclusions regarding uncertain income tax positions on an annual basis to determine if facts or circumstances have arisen that might cause us to change our judgment regarding the likelihood of a tax position’s sustainability under examination. Arrangements

~~Environmental Matters~~None.

~~None.~~Contractual Commitments

~~Off~~The ~~Balance~~following ~~Sheet~~is ~~Arrangements~~a summary of our contractual obligations as of December 31, 2024:

None.


Contractual Obligations	Total		2025		2026		2027		2028		2029		Thereafter
Lease obligations (1)	$	1,493,584	$	471,883	$	497,657	$	252,336	$	176,812	$	94,896	$	-
Interest on outstanding lease obligations (2)		174,657		77,380		51,604		29,153		13,837		2,683		-

Total	$	1,668,241	$	549,263	$	549,261	$	281,489	$	190,649	$	97,579	$	-

Long term debt obligation (1)	$	8,400,833	$	876,609	$	876,609	$	876,609	$	876,609	$	876,609	$	4,017,788
Interest payments on outstanding debt obligation (2)		1,904,778		375,071		333,965		292,859		252,475		210,646		439,762

Total	$	10,305,611	$	1,251,680	$	1,210,574	$	1,169,468	$	1,129,084	$	1,087,255	$	4,457,550

(1)

~~Contractual~~Amounts ~~Commitments~~include principal payments only

(2)

~~The~~Projected ~~following~~interest ispayments aare ~~summary~~based ofon ~~our~~the ~~contractual~~outstanding ~~obligations~~principal asamounts ofand interest rates at December 31, ~~2023:~~2024

Contractual Obligations	Total		2024		2025		2026		2027		2028		Thereafter
Lease obligations (1)	$	974,098	$	292,504	$	304,934	$	317,892	$	58,768	$	—	$	—
Interest on outstanding lease obligations (2)		68,392		35,061		22,632		9,674		1,025		—		—
Total	$	1,042,490	$	327,565	$	327,566	$	327,566	$	59,793	$	—	$	—
Long term debt obligation (1)	$	9,277,441	$	876,609	$	876,609	$	876,609	$	876,609	$	876,609	$	4,894,396
Interest payments on outstanding debt obligation (2)		3,829,166		688,858		618,360		550,591		482,821		416,242		1,072,294
Total	$	13,106,607	$	1,565,467	$	1,494,969	$	1,427,200	$	1,359,430	$	1,292,851	$	5,966,690

~~Amounts~~Table ~~include~~of ~~principal payments only~~Contents

~~Projected~~ITEM ~~interest~~7A. ~~payments~~QUANTITATIVE ~~are~~AND ~~based~~QUALITATIVE onDISCLOSURES ~~the~~ABOUT ~~outstanding~~MARKET ~~principal amounts and interest rates at December 31, 2023~~RISK

12Market risks arise from changes in interest rates, foreign currency exchange rates and other market changes that affect market sensitive instruments. The carrying value of variable rate debt financing reflected in our consolidated balance sheet at December 31, 2024, approximates fair value as the changes in its associated interest rates reflects the current market and credit risk is similar to when the loan was originally obtained.

~~Table~~We are obligated under a note payable with interest at the SOFR rate plus 2.30% per annum adjusted monthly. The loan is collateralized by, among other things, our real and personal property and guarantees of ~~Contents~~certain affiliates. As of December 31, 2024 and 2023, the note payable consisted of the following:

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


	Principal as of December 31, 2024			Interest Rate as of December 31, 2024			Principal as of December 31, 2023			Interest Rate as of December 31, 2023			Maturity Date
Note Payable	$	8,400,833			6.8750	%	$	9,277,441			7.6875	%	July 5, 2034
Less unamortized debt issuance costs		(54,393	)					(60,040	)

Total	$	8,346,440					$	9,217,401

~~Market~~ITEM ~~risks arise from changes in interest rates, foreign currency exchange rates and other market changes that affect market sensitive instruments~~8. ~~The~~ ~~carrying~~CONSOLIDATED ~~value~~FINANCIAL ofSTATEMENTS ~~variable~~AND ~~rate~~SUPPLEMENTARY debt financing reflected in our consolidated balance sheet at December 31, 2023, approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained. DATA

WeSee ~~are~~Consolidated ~~obligated~~Financial ~~under~~Statements ~~a note payable with interest at the SOFR rate plus 2.30% per annum adjusted monthly. The loan is collateralized by our real~~ and ~~personal~~Supplementary ~~property~~Data ~~and~~starting ~~guarantees~~on ofpage ~~certain affiliates~~18. ~~As of December 31, 2023, and 2022, the note payable consisted of the following:~~

	Principal as of December 31, 2023			Interest Rate as of December 31, 2023			Principal as of December 31, 2022			Interest Rate as of December 31, 2022			Maturity Date
Note Payable	$	9,277,441			7.6875	%	$	10,154,049			6.5000	%	July 5, 2034
Less unamortized debt issuance costs		(60,040	)					(57,917	)
Total	$	9,217,401					$	10,096,132

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~ITEM 8~~None. ~~CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

~~See~~ITEM ~~Consolidated~~9A. ~~Financial~~CONTROLS ~~Statements~~AND ~~and Supplementary Data starting on page 18.~~PROCEDURES

~~ITEM~~Evaluation ~~9. CHANGES~~of INDisclosure ~~AND~~Controls ~~DISAGREEMENTS~~and ~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Procedures

~~None~~We maintain 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 our 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 our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. At December 31, 2024, under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at December 31, 2024, our disclosure controls and procedures were effective.

~~ITEM~~Management’s ~~9A.~~Report ~~CONTROLS~~on ~~AND~~Internal ~~PROCEDURES~~Controls Over Financial Reporting

~~Evaluation~~We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of ~~Disclosure~~the ~~Controls~~Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and ~~Procedures~~the preparation of consolidated financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

WeUnder ~~maintain disclosure controls and procedures (as defined in Rule 15d -15 under~~ the ~~Securities~~supervision ~~Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be reported in our SEC filings is recorded, processed, summarized~~ and ~~reported~~with ~~within~~ the ~~periods~~participation ~~specified in the rules and forms~~ of ~~the SEC and that such information is accumulated and communicated to~~ our management, including our ~~Chief~~Manager ~~Executive Officer~~ and Chief Financial Officer, aswe ~~appropriate,~~conducted toan ~~allow~~evaluation ~~timely~~of ~~decisions~~the ~~regarding~~effectiveness ~~required~~of ~~disclosure.~~our Atinternal ~~December~~controls ~~31,~~over ~~2023,~~financial ~~under~~reporting ~~the~~as ~~direction~~ of ~~our~~December ~~Chief~~31, ~~Executive~~2024, ~~Officer~~based ~~and~~on ~~Chief~~the ~~Financial~~framework ~~Officer,~~stated weby ~~evaluated~~ the ~~effectiveness~~Committee of ~~the~~Sponsoring ~~design~~Organizations ~~and~~of ~~operation~~the ofTreadway ~~our~~Commission ~~disclosure~~in ~~controls~~Internal ~~and~~Control-Integrated ~~procedures~~Framework (2013). Based on ~~such~~the ~~evaluation~~assessment, ~~our~~management ~~Chief Executive Officer and Chief Financial Officer have~~ concluded that, atas of December 31, ~~2023~~2024, ~~our~~the ~~disclosure~~Company’s ~~controls~~internal ~~and~~control ~~procedures~~over ~~were~~financial reporting is effective.

~~Management’s~~This ~~Report~~annual onreport ~~Internal~~does ~~Controls~~not ~~Over~~include ~~Financial~~an ~~Reporting~~attestation report of our registered certified public accounting firm regarding internal control over financial reporting.

We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.12

~~Under~~Table ~~the supervision and with the participation~~ of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2023, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting is effective. Contents

~~This~~Changes ~~annual~~in ~~report~~Internal ~~does~~Control ~~not include an attestation report of our registered certified public accounting firm regarding internal control~~ over ~~financial~~Financial ~~reporting.~~Reporting

13There have been no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Table~~ITEM of9B. ~~Contents~~OTHER INFORMATION

~~Changes~~Land inDevelopment ~~Internal~~and ~~Control~~Sale ~~over Financial Reporting~~ Contract

~~There~~On ~~have~~April ~~been~~13, no2021, ~~changes~~we inentered ~~our~~into ~~internal~~an ~~control~~Agreement ~~over~~for ~~financial~~the ~~reporting~~Sale ~~that~~and ~~occurred~~Purchase ~~during~~of ~~our~~Real ~~last~~Property ~~fiscal~~with ~~year~~Toll ~~that~~Southeast ~~have~~LP. ~~materially affected~~Company, orInc. ~~are~~(“Toll ~~reasonably~~Brothers”) ~~likely~~for tothe ~~materially~~sale ~~affect,~~and ~~our~~residential ~~internal~~development ~~control~~of ~~over~~approximately ~~financial~~54 ~~reporting~~acres of land along the northern boundary of the property.

~~ITEM~~On 9BNovember 16, 2023, we consummated the sale of these assets to TLB 174 – Palm Harbor, L.P., ~~OTHER~~the ~~INFORMATION~~land banker for Toll Brothers. The sale resulted in net proceeds to us of $12,538,775 and a gain of $10,112,457. In addition, the Purchase and Sale Agreement provides for us to receive additional proceeds of 10% of any sales proceeds received by Toll Brothers in excess of $700,000 for single family homes and $475,000 for townhouses. Toll Brothers intends to build 122 single family homes and 52 townhouses. Site clearing and grading continued in 2024 and Toll Brothers has completed model homes, began selling activities, and has started signing contracts for new homes with deliveries expected to begin in 2026.

~~Land Development and Sale Contract~~13

OnTable ~~April 13, 2021, we entered into an Agreement for the Sale and Purchase~~ of Real Property with Toll Southeast LP. Company, Inc. (“Toll Brothers”) for the sale and residential development of approximately 54 acres of land along the northern boundary of the property, contingent upon approval of a land use plan amendment and an amendment to the Residential Planned Development ("RPD") master plan for Innisbrook from Pinellas County and other governmental agencies, as well as receipt of an approved site plan. On October 25, 2022, the Pinellas County Board of County Commissioners unanimously approved our application to amend the Master Plan and Plan Amendments and adopted Ordinance No. 22-31, which amended the Countywide Plan Map, ordinance No. 22-36 which amended the Future Land Use Map, and Resolution No. 22-95 for modification of the Development Master Plan on a RPD. Toll Brothers received final site plan approval from Pinellas County on October 6, 2023.Contents

OnPART November 16, 2023, we consummated the sale of these assets to TLB 174 – Palm Harbor, L.P., the land banker for Toll Brothers. The sale resulted in net proceeds to us of $12,538,775 and a gain of $10,112,457. In addition, the Purchase and Sale Agreement provides for us to receive additional proceeds of 10% of any sales proceeds received by Toll Brothers in excess of $700,000 for single family homes and $475,000 for townhouses. Toll Brothers intends to build 122 single family homes and 52 townhomes. Site clearing and grading have begun, and Toll Brothers expects to have a model home completed and begin sales activities before the end of the year.III

14ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Table~~Set offorth ~~Contents~~below is information about our executive officers:

PART III


Name	Age	Position
Prem Devadas	67	Manager
Dale Pelletier	64	CFO, Salamander Hospitality LLC

~~ITEM~~Biographical ~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~Information

~~Set~~Prem ~~forth~~Devadas, ~~below~~Manager, is ~~information~~a ~~about~~forty ~~our~~plus ~~executive~~year ~~officers:~~veteran of the hospitality industry. After ten years with The Potomac Hotel Group in Washington, DC, he left the Regional Director of Operations position to manage the lodging portfolio for CCA Industries whose holdings include The Jefferson Hotel in Richmond, VA, The Hermitage Hotel in Nashville, TN and Kiawah Island Resort near Charleston, SC. As Managing Director, he re-positioned the Jefferson Hotel and the Hermitage Hotel through extensive renovations and achieved Mobil 5-Star and AAA Five-Diamond awards for the respective properties. At Kiawah Island he directed the development and successful opening of the Sanctuary at Kiawah Island, the 255 room ultra-luxury hotel opened in August 2004.

Name	Age	Position
Prem Devadas	67	Manager
Dale Pelletier	64	CFO, Salamander Hospitality LLC

Dale Pelletier, Chief Financial Officer, is a forty plus year veteran of the hospitality industry. Mr. Pelletier oversees the company’s financial, accounting, tax, information systems, treasury, planning and reporting activities. His extensive experience with over seventy hotels includes full service, limited service, all suites, resorts and condominium hotels both at the property and corporate levels. He also served as Chief Financial Officer for MEI Hotels, a hotel development, ownership, management and investment group. He was responsible for all financial activities for the company’s managed and asset managed hotels, construction and development projects and three private equity funds. Prior to MEI, Mr. Pelletier was Chief Financial Officer for the US operations of City Hotels, an international hotel and airline company listed on the Brussels stock exchange, with hotels in the US and Europe.

~~Biographical~~Directors ~~Information~~and Officers Insurance

~~Prem~~The ~~Devadas,~~Company ~~Manager,~~maintains isdirectors’ aand ~~forty~~officers’ ~~plus~~liability ~~year~~insurance ~~veteran~~that ofinsures ~~the~~our ~~hospitality~~Salamander ~~industry. After~~officers, ~~ten~~managers ~~years~~and ~~with~~committee ~~The~~members ~~Potomac~~from ~~Hotel~~claims ~~Group~~arising inout ~~Washington, DC, he left the Regional Director~~ of ~~Operations~~an ~~position~~alleged towrongful ~~manage~~act ~~the~~by ~~lodging~~such ~~portfolio~~persons ~~for~~while ~~CCA~~acting ~~Industries~~as ~~whose~~executive ~~holdings~~officers, ~~include~~managers ~~The~~or ~~Jefferson~~committee ~~Hotel~~members inof ~~Richmond,~~our VAcompany, ~~The Hermitage Hotel in Nashville, TN~~ and ~~Kiawah~~it ~~Island~~insures ~~Resort~~our ~~near~~company ~~Charleston,~~to ~~SC. As Managing Director, he re-positioned~~ the ~~Jefferson~~extent ~~Hotel~~that ~~and~~we ~~the~~have ~~Hermitage~~indemnified ~~Hotel~~our ~~through~~officers, ~~extensive~~managers ~~renovations~~ and ~~achieved~~committee ~~Mobil~~members ~~5-Star and AAA Five-Diamond awards~~ for ~~the~~such ~~respective properties~~loss. ~~At Kiawah Island he directed the development and successful opening of the Sanctuary at Kiawah Island, the 255 room ultra-luxury hotel opened in August 2004.~~

~~Directors~~Our organizational documents provide that we shall indemnify our officers, committee members and ~~Officers~~managers ~~Insurance~~against certain liabilities to the fullest extent permitted under applicable law. Our organizational documents also provide that our officers, committee members and managers shall be exculpated from monetary damages to us to the fullest extent permitted under applicable law.

~~The~~Code ~~Company maintains directors’ and officers’ liability insurance that insures our Salamander officers, managers and committee members from claims arising out~~ of an alleged wrongful act by such persons while acting as executive officers, managers or committee members of our company, and it insures our company to the extent that we have indemnified our officers, managers and committee members for such loss.Ethics

~~Indemnification~~Our Code of Business Conduct applies to all of our officers and other employees. Our Code of Business Conduct was filed as Exhibit 14.1 to our Annual Report on Form 10-K filed with the SEC on April 4, 2011. You may also obtain a free copy of our Code of Ethics by writing to our attention at 36750 US Highway 19 North, Palm Harbor, FL 34684.

~~Our~~ITEM ~~organizational documents provide that we shall indemnify our officers, committee members and managers against certain liabilities to the fullest extent permitted under applicable law~~11. ~~Our~~EXECUTIVE ~~organizational documents also provide that our officers, committee members and managers shall be exculpated from monetary damages to us to the fullest extent permitted under applicable law.~~COMPENSATION

~~Code~~Summary ofCompensation ~~Ethics~~Table

~~Our~~The ~~Code~~following oftables ~~Business~~set ~~Conduct~~forth ~~applies~~the toremuneration ~~all~~paid, ofdistributed ~~our~~or ~~officers~~accrued ~~and~~by ~~other~~us ~~employees. Our~~during ~~Code of Business Conduct was filed as Exhibit 14.1 to our Annual Report on Form 10-K filed with~~ the ~~SEC~~year onended ~~April~~December 431, ~~2011.~~2024, ~~You may also obtain a free copy of our Code of Ethics by writing~~ to our ~~attention~~executive ~~at 36750 US Highway 19 North, Palm Harbor, FL 34684~~officers.

ITEM 11. EXECUTIVE COMPENSATION


						Other
		Salary and				Annual		All Other
Name and Principal Position		Commission		Bonus		Compensation		Compensation
Prem Devadas, Manager (1)	2024	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer (1)	2024	$	—	$	—	$	—	$	—
Prem Devadas, Manager (1)	2023	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer (1)	2023	$	—	$	—	$	—	$	—

(1)

~~Summary~~Messrs. ~~Compensation~~Devadas ~~Table~~and Pelletier are not compensated directly by us for services as our executive officers; rather they receive compensation from an affiliate of our member, to whom we pay management fees.

~~The following tables set forth the remuneration paid, distributed or accrued by us during the year ended December 31, 2023, to our executive officers.~~14

						Other
		Salary and				Annual		All Other
Name and Principal Position		Commission		Bonus		Compensation		Compensation
Prem Devadas, Manager	2023	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer	2023	$	—	$	—	$	—	$	—
Prem Devadas, Manager (1)	2022	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer (1)	2022	$	—	$	—	$	—	$	—

Table of Contents

~~Messrs~~ITEM 12. ~~Devadas~~SECURITY ~~and~~OWNERSHIP ~~Pelletier~~OF ~~are~~CERTAIN ~~not~~BENEFICIAL ~~compensated~~OWNERS ~~directly~~AND byMANAGEMENT usAND ~~for~~RELATED ~~services~~STOCKHOLDER ~~as our executive officers; rather they receive compensation from an affiliate of our member, to whom we pay management fees.~~ MATTERS

15We are wholly owned by Salamander Farms, LLC which has sole voting and dispositive power over our interests.

~~Table~~ITEM of13. ~~Contents~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

(a)

~~ITEM~~Transactions ~~12.~~with ~~SECURITY~~Management ~~OWNERSHIP~~and ~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Others

~~We are wholly owned by Salamander Farms, LLC which has sole voting and dispositive power over our interests~~None.

(b)

~~ITEM~~Certain ~~13.~~Business ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~Relationships

~~Transactions~~Under the Master Lease Agreement (the “Agreement” or “MLA”) with ~~Management~~the Rental Pool participants (which expired on December 31, 2023, and ~~Others~~was replaced with a new agreement (the "New MLA") as more fully described below), the Resort paid Participants a quarterly distribution equal to 40% of the Adjusted Gross Revenues on the first $10 million, 45% between $10 million and $11 million, and 50% above $11 million. Adjusted Gross Revenues are defined as Gross Revenues less agent’s commissions, audit fees, and occupancy fees and 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 or the New MLA. Additionally, occupancy fees are paid by the Resort 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 our employees. In 2024 and 2023, amounts available to Participants under the Agreement or New MLA approximated $3,437,000 and $3,717,000, respectively, of which approximately $829,000 and $705,000 was owed as of December 31, 2024 and 2023, respectively. The balances owed, along with the incentives discussed in the following paragraph, are reflected as a Rental Pool liability in our consolidated balance sheets. The amounts were paid in 2025 and 2024, respectively.

~~None~~On August 20, 2018, the Second Addendum to the Master Lease Agreement became effective. The addendum defined the Turn- Key renovation, the customization of certain units that did not require a full renovation and provided for an incentive payment plan (“Incentive”) to be paid to Participants. The Incentive provides for a quarterly payment to each Participant, beginning on January 1, 2019, and ending on December 31, 2023, so long as their units continue to participate in the Rental Pool. Incentive payments due as of December 31, 2024, and 2023 totaled approximately $0 and $112,000, respectively.

~~Certain~~On ~~Business~~July ~~Relationships~~2, 2019, the Third Addendum to the MLA became effective. The addendum provided Participants with two options for funding of the cost overruns created by the default of AMH Construction, Inc. (“AMH”). The first option provided that we would fund the cost overruns in exchange for the Participating Owner’s dedication of their unit to the Rental Pool as evidenced by a Memorandum of Lease recorded against the title of such participant’s unit in the land records of Pinellas County. The second option provided an additional incentive payment equal to the cost overrun amount in the form of quarterly payments,adjusted annually, resulting in a reimbursement of 10% of the total amount in 2019, 15% in 2020, 20% in 2021, 25% in 2022, and the remainder in 2023. Participants choosing option 1 represented 192 units (233 doors) and Participants choosing option 2 represented 13 units (15 doors). For option 1, we paid Participants $3,146,363 in 2019, which amount was being amortized over the five-year term of the Participants lease dedication beginning January 1, 2019 and ending on December 31, 2023.

~~Under~~As ~~the~~mentioned ~~Master~~above, ~~Lease~~the Agreement ~~(the~~was ~~“Agreement”~~replaced orin “its entirety by a New MLA”), with ~~the~~a ~~Rental~~term ~~Pool~~of ~~participants~~7 ~~(which~~years, ~~expired~~ on ~~December~~November 3121, 2023,. ~~and~~The New MLA was ~~replaced~~effective ~~with~~on aJanuary ~~new~~1, ~~agreement~~2024, asand ~~more~~will ~~fully~~expire ~~described~~on ~~below)~~December 31, 2030.Under the new Agreement, the Resort ~~paid~~pays Participants a quarterly distribution equal to 4042% of the Adjusted Gross Revenues (as defined above) on the first $108.7 million, 45% between $108.7 million and $119.7 million, and 50% above $119.7 million.The ~~Adjusted~~Incentive ~~Gross~~described ~~Revenues~~above ~~are~~is ~~defined~~not asincluded ~~Gross~~in ~~Revenues less agent’s commissions, audit fees, and occupancy fees and when~~ the ~~unit~~New ~~is used for Rental Pool Comps or as a model, linen replacements and credit card fees~~MLA. ~~Each participant receives a fixed occupancy fee~~Additionally, ~~based upon apartment size for each day~~ the ~~unit~~New isMLA ~~occupied.~~requires ~~After~~Participants ~~allocation~~to ofmaintain ~~occupancy~~an ~~fees~~escrow ~~and the payment of general Rental Pool expenses, the~~ balance isequal ~~allocated proportionally~~ to ~~the participants~~$1,000 ~~based~~plus onan ~~the~~amount ~~Participation~~equal ~~Factor~~to asan ~~defined~~Aging ~~in the Agreement. Additionally~~Factor, ~~occupancy~~which ~~fees~~represents ~~are~~fifty ~~paid~~percent by(50%) of the ~~Resort~~estimated tocosts ~~participants~~of asfuture ~~rental~~renovation ~~fees for complimentary rooms unrelated~~ to the ~~Rental~~Units ~~Pool~~in ~~operations.~~order ~~Associate room fees are also paid by the Resort~~ to ~~Participants~~maintain ~~for total room revenues earned from~~ the ~~rental~~Standard ofestablished ~~condominiums by our employees. In 2023 and 2022, amounts available to Participants~~ under the ~~Agreement~~New ~~approximated $3,717,000 and $3,473,000, respectively, of which approximately $705,000 and $690,000 was owed as of December 31, 2023 and 2022, respectively~~MLA. The ~~balances~~rest ~~owed,~~of ~~along with~~ the ~~incentives~~New ~~discussed~~MLA inremains ~~the~~substantially ~~following~~similar ~~paragraph,~~to ~~are~~the ~~reflected~~expired ~~as a Rental Pool liability in our consolidated balance sheets~~Agreement. ~~The amounts were paid in 2024 and 2023, respectively.~~

OnPursuant ~~August~~to ~~20, 2018,~~ the ~~Second~~terms ~~Addendum~~of to the ~~Master~~New ~~Lease~~MLA ~~Agreement~~and ~~became effective. The addendum defined~~ the ~~Turn- Key renovation~~Agreement, the ~~customization~~Rental ofPool ~~certain~~Lease ~~units~~Operation ~~that~~reimbursed ~~did~~the ~~not~~Resort ~~require~~approximately a$481,500 ~~full renovation~~ and ~~provided for an incentive payment plan (“Incentive”) to be paid to Participants. The Incentive provides for a quarterly payment to each Participant~~$225,000 ~~beginning~~in on2024 ~~January~~and 12023, ~~2019~~respectively, ~~and~~for ~~ending~~maintenance onand ~~December~~housekeeping 31labor, ~~2023,~~use soof ~~long as their units continue to participate in~~ the ~~Rental~~telephone ~~Pool. Incentive payments due as of December 31~~lines, ~~2023,~~ and ~~2022~~other ~~totaled approximately $112,000 and $94,000, respectively~~supplies.

OnAll ~~July~~three 2,condominiums 2019, the Third Addendum to the MLA became effective. The addendum provided Participants with two options for funding of the cost overruns created by the default of AMH Construction, Inc. (“AMH”). The first option provided that we ~~would~~own ~~fund~~participated ~~the cost overruns~~ in ~~exchange for~~ the ~~Participating Owner’s dedication of their unit to the~~ Rental Pool asunder ~~evidenced by a Memorandum of Lease recorded against~~ the ~~title~~Agreement ~~of such participant’s unit~~ in the ~~land~~same ~~records~~manner ofas ~~Pinellas~~all ~~County.~~other ~~The~~Rental ~~second~~Pool ~~option~~participants ~~provided an additional incentive payment equal to the cost overrun amount~~ in ~~the form of quarterly payments,adjusted annually, resulting in a reimbursement of 10% of the total amount in 2019, 15% in 2020, 20% in 2021, 25% in 2022, and the remainder in 2023~~2024. Participants choosing option 1 represented 192 units (233 doors) and Participants choosing option 2 represented 13 units (15 doors). For option 1, we paid Participants $3,146,363 in 2019, which amount is being amortized over the five-year term of the Participants lease dedication beginning January 1, 2019 and ending on December 31, 2023.

~~The~~At ~~Agreement~~December ~~was replaced in its entirety by a new seven-year Agreement (the "New MLA") on November 21~~31, ~~2023. The New MLA is effective on January 1,~~ 2024, and ~~will~~2023 ~~expire~~we onwere ~~December~~owed ~~31, 2030.Under the new Agreement, the Resort will pay Participants a quarterly distribution equal to 42% of the Adjusted Gross Revenues (as defined above) on the first~~ $~~8.7 million~~268,702 ~~45% between $8.7 million~~ and $~~9.7 million~~184, ~~and 50% above $9.7 million.The Incentive described is not included in the revised MLA. Additionally~~890, ~~the new Agreement requires Participants to maintain an escrow balance equal to $1~~respectively,~~000~~ ~~plus~~from anInnisbrook ~~amount~~Condominium ~~equal to an Aging Factor~~Association, ~~which~~a ~~represents~~third ~~fifty~~party ~~percent~~collectively ~~(50%)~~owned ofby the ~~estimated~~condominium ~~costs~~owners ofat ~~future renovation to the Units in order to maintain the Standard established under the Agreement~~Innisbrook. The ~~rest~~amounts, ofwhich ~~the~~were ~~Agreement~~recovered ~~remains~~in ~~substantially similar to the expired Agreement.~~

Pursuant to the terms of the Agreement, the Rental Pool Lease Operation reimbursed us approximately $225,000 and $197,000 in 2023 and 2022, respectively, for maintenance and housekeeping labor, use of the telephone lines, and other supplies.15

~~All~~Table ~~three~~of ~~condominiums that we own participated in the Rental Pool under the Agreement in the same manner as all other Rental Pool participants in 2023.~~Contents

At2025 ~~December 31, 2023~~ and ~~2022 we were owed $184~~2024,~~890~~ ~~and $99,047,~~ respectively, ~~from~~are ~~Innisbrook~~included ~~Condominium~~in ~~Association,~~prepaid aexpenses ~~third~~and ~~party~~other ~~collectively~~current ~~owned~~assets byin ~~the~~our ~~condominium~~accompanying ~~owners~~consolidated atbalance ~~Innisbrook~~sheets.

16We incurred management fees to Salamander Hospitality, LLC, an entity related to us by virtue of common ownership, of approximately $1,405,000 and $1,376,000 in 2024 and 2023, respectively.

~~Table~~At December 31, 2024 and 2023, we owed our affiliates approximately $1,148,800 and $681,600, respectively, and had receivables from affiliates of ~~Contents~~approximately $194,900 and $537,800, respectively. The affiliate receivables and payables are unsecured, non-interest bearing and are due on demand.

(c)

WeIndebtedness ~~incurred management fees to Salamander Hospitality, LLC, an entity related to us by virtue~~ of ~~common ownership, of approximately $1,376,000 and $1,303,000 in 2023 and 2022, respectively.~~Management

~~At December 31, 2023 and 2022, we owed our affiliates approximately $681,600 and $295,600, respectively, and had receivables from affiliates of approximately $537,800 and $234,900, respectively~~None. ~~The affiliate receivables and payables are unsecured, non-interest bearing and are due on demand.~~

(d)

~~Indebtedness~~Transactions ofwith ~~Management~~Promoters

~~None~~Not applicable.

~~Transactions~~ITEM ~~with~~14. ~~Promoters~~PRINCIPAL ACCOUNTING FEES AND SERVICES

~~Not~~The ~~applicable~~following fees were incurred from Cherry Bekaert LLP, our independent registered public accounting firm, for services provided in the years ended December 31, 2024 and 2023.

~~ITEM~~Audit ~~14.~~Fees ~~PRINCIPAL~~and ~~ACCOUNTING~~other ~~FEES~~services ~~AND~~that ~~SERVICES~~are normally provided by the auditors in connection with statutory filings or engagements approximated $112,000 for each of the years ended December 31, 2024, and 2023.

~~The~~Tax ~~following~~Fees ~~fees~~approximated ~~were incurred from Cherry Bekaert LLP~~$4,210 ~~our independent registered public accounting firm,~~ for ~~services~~each ~~provided~~of in the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

~~Audit~~All ~~Fees~~other ~~were~~fees: $112,000 and $105,000 for the years ended December 31, 2023, and 2022, respectively, for professional services rendered for the audits of our annual consolidated financial statements and services that are normally provided by the auditors in connection with statutory filings or engagements for those fiscal yearsNone.

~~Audit-Related Fees: None.~~16

~~Tax~~Table ~~Fees~~of ~~were $4,210 and $4,250 for the years ended December 31, 2023 and 2022, respectively, for tax preparation services rendered for Golf Host Securities and Innisbrook Rental Pool Trust.~~ Contents

~~All~~PART ~~other fees: None.~~IV

17ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

~~Table~~(1) ofConsolidated ~~Contents~~Financial Statements

~~PART~~The IVconsolidated financial statements as required to be filed by Item 8 of this Annual Report on Form 10-K and filed in this Item 15 are listed on page 19 and are incorporated herein by reference.

~~ITEM~~(2) ~~15.~~Financial ~~EXHIBITS,~~Statement ~~CONSOLIDATED FINANCIAL STATEMENT SCHEDULES~~Schedules

~~(1)~~Schedules ~~Consolidated~~are ~~Financial~~omitted ~~Statements~~as they are not applicable, or are not required, or because the information is included in the consolidated financial statements or notes there to.

~~The consolidated financial statements as required to be filed by Item 8 of this Annual Report on Form 10-K and filed in this Item 15 are listed on page 19 and are incorporated herein by reference.~~17

~~(2)~~Table ~~Financial~~of ~~Statement Schedules~~Contents

~~Schedules~~INDEX ~~are~~TO ~~omitted~~CONSOLIDATED asFINANCIAL ~~they are not applicable, or are not required, or because the information is included in the consolidated financial statements or notes there to.~~ STATEMENTS


	Page
Consolidated Financial Statements of Salamander Innisbrook, LLC
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)	19
Consolidated Balance Sheets as of December 31, 2024 and 2023	21
Consolidated Statements of Operations and Changes in Member’s Equity for the years ended December 31, 2024 and 2023	22
Consolidated Statements of Cash Flows for the year ended December 31, 2024 and 2023	23
Notes to Consolidated Financial Statements	24

Financial Statements of the Rental Pool Lease Operation
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)	33
Balance Sheets—Distribution Fund as of December 31, 2024 and 2023	34
Balance Sheets—Maintenance Escrow Fund as of December 31, 2024 and 2023	35
Statements of Operations—Distribution Fund for the year ended December 31, 2024 and 2023	36
Statements of Changes in Participants’ Fund Balances—Distribution Fund for the years ended December 31, 2024 and 2023	37
Statements of Changes in Participants’ Fund Balances—Maintenance Escrow Fund for the years ended December 31, 2024 and 2023	38
Notes to Financial Statements	39

~~Table of Contents~~18

~~INDEX~~Table TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Contents

	Page
Consolidated Financial Statements of Salamander Innisbrook, LLC
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)	20
Consolidated Balance Sheets as of December 31, 2023 and 2022	22
Consolidated Statements of Operations and Changes in Member’s Equity for the years ended December 31, 2023 and 2022	23
Consolidated Statements of Cash Flows for the year ended December 31, 2023 and 2022	24
Notes to Consolidated Financial Statements	25
Financial Statements of the Rental Pool Lease Operation
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)	32
Balance Sheets—Distribution Fund as of December 31, 2023 and 2022	33
Balance Sheets—Maintenance Escrow Fund as of December 31, 2023 and 2022	34
Statements of Operations—Distribution Fund for the year ended December 31, 2023 and 2022	35
Statements of Changes in Participants’ Fund Balances—Distribution Fund for the years ended December 31, 2023 and 2022	36
Statements of Changes in Participants’ Fund Balances—Maintenance Escrow Fund for the years ended December 31, 2023 and 2022	37
Notes to Financial Statements	38

Report of Independent Registered Public Accounting Firm

19To the Sole Member and Manager

~~Table~~Salamander ofInnisbrook, ~~Contents~~LLC

~~Report~~Palm ofHarbor, ~~Independent Registered Public Accounting Firm~~Florida

ToOpinion on the ~~Sole~~Consolidated ~~Member~~Financial ~~and Manager~~Statements

We have audited the accompanying consolidated balance sheets of Salamander Innisbrook, LLC (the “Company”) as of December, 2024 and 2023, and the related consolidated statements of operations, changes in member’s equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years ended, in conformity with accounting principles generally accepted in the United States of America.

~~Palm~~Basis ~~Harbor,~~for ~~Florida~~Opinion

~~Opinion~~These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the ~~Consolidated~~Company’s ~~Financial~~consolidated ~~Statements~~financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~consolidated~~accordance ~~balance~~with ~~sheets~~the standards of ~~Salamander~~the ~~Innisbrook,~~PCAOB. ~~LLC~~Those ~~(the~~standards ~~“Company”)~~require asthat ofwe ~~December~~plan ~~31,~~and ~~2023~~perform ~~and~~the ~~2022,~~audit ~~and~~to ~~the~~obtain ~~related~~reasonable assurance about whether the consolidated financial statements ofare ~~operations~~free ~~and~~of ~~changes~~material inmisstatement, ~~member’s~~whether ~~equity~~due ~~and~~to ~~cash~~error ~~flows~~or ~~for~~fraud. ~~the~~The ~~years~~Company ~~then~~is ~~ended,~~not ~~and~~required ~~the~~to ~~related~~have, ~~notes~~nor ~~(collectively~~were ~~referred~~we engaged to asperform, ~~the~~an ~~“consolidated~~audit ~~financial~~of ~~statements”).~~its Ininternal ~~our~~control ~~opinion,~~over ~~the~~financial ~~consolidated~~reporting. ~~financial~~As ~~statements~~part ~~present~~of ~~fairly~~our audits, inwe ~~all~~are ~~material~~required ~~respects,~~to ~~the~~obtain ~~financial~~an ~~position~~understanding of ~~the~~internal ~~Company~~control asover offinancial ~~December 31~~reporting, ~~2023and~~but ~~2022,~~not ~~and~~for the ~~results~~purpose of ~~its~~expressing ~~operations~~an ~~and~~opinion ~~its~~on ~~cash~~the ~~flows~~effectiveness ~~for~~of the ~~years~~Company’s ~~then~~internal ~~ended,~~control inover ~~conformity~~financial ~~with~~reporting. ~~accounting~~Accordingly, ~~principles~~we ~~generally~~express ~~accepted~~no insuch ~~the United States of America~~opinion.

~~Basis~~Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for ~~Opinion~~our opinion.

~~These~~Critical ~~consolidated~~Audit ~~financial~~Matters ~~statements~~- ~~are~~Amortization ~~the~~Period ~~responsibility~~ of ~~the~~Full ~~Company’s~~Golf ~~management.~~Membership ~~Our~~Initiation responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Fees

WeThe ~~conducted~~critical ~~our~~audit ~~audits~~matters incommunicated ~~accordance~~below ~~with~~are ~~the~~matters ~~standards~~arising offrom the ~~PCAOB.~~current ~~Those~~period ~~standards~~audit ~~require~~of ~~that~~the weconsolidated ~~plan~~financial ~~and~~statements ~~perform~~that ~~the~~were ~~audit~~communicated toor ~~obtain~~required ~~reasonable~~to ~~assurance~~be ~~about~~communicated ~~whether~~to the ~~consolidated~~audit ~~financial~~committee ~~statements~~and ~~are~~that: ~~free~~(1) ofrelate ~~material~~to ~~misstatement,~~accounts ~~whether~~or ~~due~~disclosures tothat ~~error~~are ormaterial ~~fraud.~~to ~~The~~the ~~Company~~consolidated isfinancial ~~not~~statements ~~required~~and to(2) ~~have,~~involved ~~nor~~our ~~were~~especially wechallenging, ~~engaged~~subjective, toor ~~perform,~~complex anjudgments. ~~audit~~The communication of ~~its~~critical ~~internal~~audit ~~control~~matters ~~over~~does ~~financial~~not ~~reporting.~~alter Asin ~~part~~any ofway our ~~audits,~~opinion weon ~~are~~the ~~required~~consolidated tofinancial ~~obtain~~statements, antaken ~~understanding~~as ofa ~~internal~~whole, ~~control~~and ~~over~~we ~~financial~~are ~~reporting~~not, ~~but~~by ~~not~~communicating ~~for~~ the ~~purpose~~critical ofaudit ~~expressing~~matters anbelow, ~~opinion~~providing onseparate ~~the~~opinions ~~effectiveness~~on of the ~~Company’s~~critical ~~internal~~audit ~~control~~matters ~~over~~or ~~financial~~on ~~reporting.~~the ~~Accordingly,~~accounts weor ~~express~~disclosures noto ~~such~~which ~~opinion~~they relate.

~~Our~~Description ~~audits included performing procedures to assess the risks~~ of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for our opinion. Matter

~~Critical~~As ~~Audit~~described ~~Matter~~further –in ~~Amortization~~Note ~~Period~~2 to the consolidated financial statements, the Company recognizes revenue for membership initiation fees over time based on the estimated average life of ~~Full~~a ~~Golf~~membership. ~~Membership~~Management ~~Initiation~~uses ~~Fees~~a ten-year amortization period to recognize membership initiation fees for full golf members.

~~The~~Management ~~critical~~made ~~audit~~significant ~~matter~~judgments ~~communicated~~when ~~below~~determining ~~is a matter arising from~~ the ~~current~~estimated ~~period~~average ~~audit~~life of ~~the~~full ~~consolidated~~golf ~~financial~~memberships ~~statements~~based ~~that~~on ~~were~~historical ~~communicated~~information orof ~~required~~former ~~to be communicated to the audit committee~~ and ~~that:~~existing ~~(1)~~full ~~relate~~golf ~~to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments~~members. ~~The~~As ~~communication of~~ a ~~critical audit matter does not alter~~result, ina ~~any~~high ~~way,~~degree ~~our~~of ~~opinion~~auditor onjudgment ~~the consolidated financial statements, taken as a whole,~~ and weincreased ~~are not, by communicating the critical~~ audit ~~matter~~effort ~~below,~~was ~~providing~~required ~~separate~~in ~~opinions~~performing ~~on the critical~~ audit ~~matter~~procedures orto onevaluate the ~~accounts~~reasonableness orof ~~disclosures~~management’s ~~to which it relates~~estimates.

~~Description of Matter~~19

AsTable ~~described further in Note 2 to the consolidated financial statements, the Company recognizes revenue for membership initiation fees over time based on the estimated average life~~ of ~~a membership. Management uses a ten-year amortization period to recognize membership initiation fees for full golf members.~~Contents

20How We Addressed the Matter in Our Audit

~~Table~~Our ofprincipal ~~Contents~~audit procedures performed to address this critical audit matter included the following:

•

~~Management~~We ~~made~~obtained ~~significant~~an ~~judgments~~understanding ~~when~~of ~~determining~~ the ~~estimated~~various ~~average~~types ~~life~~ of ~~full golf~~ memberships ~~based on historical information of former~~ and ~~existing~~the ~~full~~process ~~golf~~for ~~members.~~recognizing Asrevenue aover ~~result, a high degree of auditor judgment and increased audit effort was required in performing audit procedures to evaluate~~ the ~~reasonableness~~amortization ~~of management’s estimates~~period.

•

~~How~~ We ~~Addressed~~assessed ~~the~~management’s ~~Matter~~estimate inof ~~Our~~average ~~Audit~~life of full golf memberships based on historical data for cancelled and existing memberships.

•

~~Our~~We ~~principal~~performed ~~audit~~ procedures ~~performed~~ to ~~address~~test ~~this~~the ~~critical~~accuracy ~~audit~~and ~~matter~~completeness ~~included~~of the ~~following:~~information used to assess the reasonableness of the amortization period.

We/s/ ~~obtained~~Cherry anBekaert ~~understanding~~LLP ofWe ~~the~~have ~~various~~served ~~types~~as ~~of memberships and~~ the ~~process~~Company’s ~~for~~auditor ~~recognizing~~since ~~revenue~~2021. ~~over~~Tampa, ~~the~~Florida ~~amortization~~November ~~period.~~14, 2025

~~We assessed management’s estimate of average life of full golf memberships based on historical data for cancelled and existing memberships.~~20

WeTable ~~performed procedures to test the accuracy and completeness~~ of ~~the information used to assess the reasonableness of the amortization period.~~ Contents

~~/s/~~SALAMANDER ~~Cherry~~INNISBROOK, ~~Bekaert LLP~~LLC

WeCONSOLIDATED ~~have~~BALANCE ~~served as the Company’s auditor since 2021.~~SHEETS

~~Tampa~~As of December 31, ~~Florida~~2024 and 2023

December 10, 2024


	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	7,174,896	$	11,711,728
Receivables:
Accounts, net		2,718,640		1,829,926
Insurance		778,035		-
Inventories and supplies		1,223,355		888,989
Due from affiliates		194,874		537,791
Prepaid expenses and other current assets		1,245,625		1,198,215
Total current assets		13,335,425		16,166,649

Property, buildings and equipment, net		34,518,751		32,635,715
Operating lease right-of-use assets		1,210,316		697,775
Intangibles		4,330,001		4,330,001
Restricted cash		2,027,616		2,041,612
Deposits and other assets		381,232		343,661
Total assets	$	55,803,341	$	56,215,413

Liabilities and Member's Equity
Current liabilities:
Accounts payable	$	2,502,256	$	1,405,593
Accrued liabilities		2,021,360		1,834,183
Rental Pool liability		828,921		816,400
Current portion deferred revenues		4,825,840		4,848,915
Due to affiliates		1,148,789		681,634
Current portion - operating lease		382,324		222,982
Current portion - finance lease		89,558		69,522
Current portion - note payable		876,609		876,609
Total current liabilities		12,675,657		10,755,838

Deferred revenues, net of current portion		1,793,291		1,585,403
Operating lease, net of current portion		827,992		474,793
Finance lease, net of current portion		193,710		206,801
Note payable, net of current portion and unamortized deferred financing costs		7,469,831		8,340,792

Total liabilities		22,960,481		21,363,627

Member's equity		32,842,860		34,851,786
Total liabilities and member’s equity	$	55,803,341	$	56,215,413

21See notes to consolidated financial statements.

~~Table of Contents~~21

~~SALAMANDER~~Table ~~INNISBROOK,~~of ~~LLC~~Contents

~~CONSOLIDATED~~SALAMANDER ~~BALANCE~~INNISBROOK, ~~SHEETS~~LLC

AsCONSOLIDATED ofSTATEMENTS ~~December~~OF ~~31,~~OPERATIONS ~~2023~~AND ~~and~~CHANGES ~~2022~~IN MEMBER’S EQUITY

	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	11,711,728	$	4,402,268
Accounts receivable, net		1,829,926		1,722,160
Inventories and supplies		888,989		1,170,340
Due from affiliates		537,791		234,875
Prepaid expenses and other current assets		1,198,215		1,360,992
Total current assets		16,166,649		8,890,635
Property, buildings and equipment, net		32,635,715		32,208,946
Operating lease right-of-use assets		697,775		96,157
Intangibles		4,330,001		4,330,001
Deferred contract costs, net		—		927,337
Restricted cash		2,041,612		2,041,226
Deposits and other assets		343,661		751,763
Total assets	$	56,215,413	$	49,246,065
Liabilities and Member's Equity
Current liabilities:
Accounts payable	$	1,405,593	$	1,561,469
Accrued liabilities		1,834,183		2,222,130
Rental Pool liability		816,400		783,932
Current portion deferred revenues		4,848,915		4,868,236
Due to affiliates		681,634		295,640
Current portion - operating lease		222,982		96,157
Current portion - finance lease		69,522		—
Current portion - note payable		876,609		876,609
Total current liabilities		10,755,838		10,704,173
Deferred revenues, net of current portion		1,585,403		1,662,541
Operating lease, net of current portion		474,793		—
Finance lease, net of current portion		206,801		—
Note payable, net of current portion and unamortized deferred financing costs		8,340,792		9,219,524
Total liabilities		21,363,627		21,586,238
Member's equity		34,851,786		27,659,827
Total liabilities and member’s equity	$	56,215,413	$	49,246,065

For the Years Ended December 31, 2024 and 2023

See notes to consolidated financial statements.


	2024			2023
Revenues:
Room revenues	$	9,627,545		$	9,500,705
Other revenues		37,596,714			36,882,082
Total revenues		47,224,259			46,382,787

Costs and expenses:
Operating costs and expenses		26,547,788			24,525,961
General and administrative		20,432,358			20,100,038
Depreciation and amortization		1,877,834			2,702,861
Total costs and expenses		48,857,980			47,328,860

Operating income (loss)		(1,633,721	)		(946,073	)

Interest expense		(689,703	)		(817,140	)
Interest income		337,498			10,638
Gain on sale of assets		-			10,112,457

Income before provision for income tax		(1,985,926	)		8,359,882

Provision for income tax		(23,000	)		(167,923	)

Net income (loss)		(2,008,926	)		8,191,959

Member's equity, beginning of year		34,851,786			27,659,827
Member distributions		-			(1,000,000	)
Member's equity, end of year	$	32,842,860		$	34,851,786

22See notes to consolidated financial statements.

~~Table of Contents~~22

~~SALAMANDER~~Table ~~INNISBROOK,~~of ~~LLC~~Contents

~~CONSOLIDATED~~SALAMANDER ~~STATEMENTS~~INNISBROOK, ~~OF OPERATIONS AND CHANGES IN MEMBER’S EQUITY~~ LLC

~~For~~CONSOLIDATED ~~the~~STATEMENTS ~~Years~~OF ~~Ended~~CASH ~~December 31, 2023 and 2022~~FLOWS

	2023			2022
Revenues:
Room revenues	$	9,500,705		$	8,853,581
Other revenues		36,882,082			35,343,422
Total revenues		46,382,787			44,197,003
Costs and expenses:
Operating costs and expenses		24,525,961			22,063,505
General and administrative		20,100,038			18,611,015
Depreciation and amortization		2,702,861			2,563,774
Total costs and expenses		47,328,860			43,238,294
Operating income (loss)		(946,073	)		958,709
Gain on forgiveness of Paycheck Protection Program loan		-			2,000,000
Interest expense		(817,140	)		(422,265	)
Interest income		10,638			-
Gain on sale of assets		10,112,457			-
Income before provision for income tax		8,359,882			2,536,444
Provision for income tax		(167,923	)		-
Net income		8,191,959			2,536,444
Member's equity, beginning of year		27,659,827			25,123,383
Member distributions		(1,000,000	)		-
Member's equity, end of year	$	34,851,786		$	27,659,827

For the Years Ended December 31, 2024 and 2023

See notes to consolidated financial statements.


	2024			2023

Cash flows from operating activities:
Net income (loss)	$	(2,008,926	)	$	8,191,959
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of assets		-			(10,112,457	)
Provision for credit losses		128,366			11,210
Depreciation and amortization		1,877,834			2,702,861
Amortization of deferred financing costs		5,648			2,824
Amortization of lease right-of-use assets		305,031			217,060
Changes in operating assets and liabilities:
Accounts and insurance receivables, net		(1,795,115	)		(118,976	)
Inventories and supplies		(334,366	)		281,352
Prepaid expenses and other current assets		(47,407	)		162,777
Accounts payable		1,096,663			(155,876	)
Accrued liabilities and Rental Pool liability		199,698			(355,479	)
Deferred revenues		184,813			(96,459	)
Deposits and other assets		(37,571	)		408,102
Due to/from affiliates, net		810,071			83,078
Operating lease liabilities		(305,031	)		(217,060	)
Net cash provided by operating activities		79,708			1,004,916

Cash flows from investing activities:
Proceeds from sale of assets		-			12,538,775
Purchases of property and equipment		(3,662,311	)		(4,262,461	)
Net cash provided by (used in) investing activities		(3,662,311	)		8,276,314

Cash flows from financing activities:
Repayments of note payable		(876,609	)		(881,556	)
Payments on finance lease obligations		(91,616	)		(89,828	)
Member distributions		—			(1,000,000	)
Cash used in financing activities		(968,225	)		(1,971,384	)

Net change in cash and restricted cash		(4,550,828	)		7,309,846

Cash and restricted cash, beginning of year		13,753,340			6,443,494
Cash and restricted cash, end of year	$	9,202,512		$	13,753,340

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	205,616
Cash paid for interest	$	604,933		$	818,514

Non-cash investing and financing activities:
Acquisition of equipment with operating leases	$	817,572		$	366,150
Acquisition of equipment with finance leases	$	92,912		$	-

23See notes to consolidated financial statements.

~~Table of Contents~~23

~~SALAMANDER~~Table ~~INNISBROOK,~~of ~~LLC~~Contents

~~CONSOLIDATED~~SALAMANDER ~~STATEMENTS~~INNISBROOK, ~~OF CASH FLOWS~~LLC

~~For~~NOTES ~~the~~TO ~~Years~~CONSOLIDATED ~~Ended~~FINANCIAL ~~December 31, 2023 and 2022~~STATEMENTS

	2023			2022
Cash flows from operating activities:
Net income	$	8,191,959		$	2,536,444
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of assets		(10,112,457	)		-
Provision for credit losses		11,210			7,900
Gains on forgiveness of Paycheck Protection Program Loans		-			(2,000,000	)
Depreciation and amortization		2,702,861			2,563,774
Amortization of deferred financing costs		2,824			18,172
Amortization of lease right-of-use assets		217,060			374,330
Changes in operating assets and liabilities:
Accounts receivable		(118,976	)		154,346
Inventories and supplies		281,352			(288,875	)
Prepaid expenses and other current assets		162,777			(275,090	)
Accounts payable		(155,876	)		255,387
Accrued liabilities and Rental Pool liability		(355,479	)		418,539
Deferred revenues		(96,459	)		724,350
Deposits and other assets		408,102			(275,498	)
Due to/from affiliates, net		83,078			(433,166	)
Operating lease liabilities		(217,060	)		(374,330	)
Net cash provided by operating activities		1,004,916			3,406,283
Cash flows from investing activities:
Proceeds from sale of assets		12,538,775			-
Cash paid for deferred contract costs		-			(2,328	)
Purchases of property and equipment		(4,262,461	)		(1,424,468	)
Net cash provided by (used in) investing activities		8,276,314			(1,426,796	)
Cash flows from financing activities:
Repayments of note payable		(881,556	)		(803,743	)
Payments on finance lease obligations		(89,828	)		-
Member distributions		(1,000,000	)		-
Cash used in financing activities		(1,971,384	)		(803,743	)
Net change in cash and restricted cash		7,309,846			1,175,744
Cash and restricted cash, beginning of year		6,443,494			5,267,750
Cash and restricted cash, end of year	$	13,753,340		$	6,443,494
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	205,616		$	-
Cash paid for interest	$	818,514		$	276,058
Non-cash investing and financing activities:
Acquisition of equipment with finance leases	$	366,150		$	-

December 31, 2024 and 2023

~~See~~1. Nature ~~notes~~of ~~to consolidated financial statements.~~Business

24Salamander Innisbrook, LLC (the “Company”), own and operates the Innisbrook Resort and Golf Club (the “Resort”). The Company is owned by a sole member who does not have any liability for any of the Company’s obligations except as expressly provided by law and/or contractual obligation.

~~Table~~The Company controls and operates the Rental Pool Lease Operation (the “Rental Pool”), a securitized pool of ~~Contents~~condominiums owned by participating condominium owners (the “Participating Owners”) and rented as hotel rooms to guests of the Resort (an average of 240 units or 284 hotel rooms participate at any given time). Pursuant to the Innisbrook Rental Pool Master Lease Agreement, dated January 1, 2014 as amended, (the “Master Lease” or “MLA”), quarterly distributions of a percentage of room revenues are required to be made to the condominium owners participating in the Rental Pool. Other resort facilities include three 18-hole golf courses, one 9-hole course, practice holes, four restaurants, three convention facilities, a health spa, fitness center, tennis and recreation facilities, themed water park and five swimming pools.

~~SALAMANDER~~2. Summary ~~INNISBROOK,~~of ~~LLC~~Significant Accounting Policies

~~NOTES~~Principles TOof ~~CONSOLIDATED~~Consolidation ~~FINANCIAL~~– ~~STATEMENTS~~The accompanying consolidated financial statements include the accounts and balances of the Company and its wholly owned subsidiaries, Salamander Innisbrook Securities, LLC and Salamander Innisbrook Condominium, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

~~December~~Cash ~~31,~~and ~~2023~~Cash Equivalents - The Company considers all liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash arises from cash balances established as lender reserves required by the Company's debt agreement.

1. Nature of Business


	2024		2023
Cash	$	7,174,896	$	11,711,728
Restricted cash		2,027,616		2,041,612
	$	9,202,512	$	13,753,340

~~Salamander~~Revenues, ~~Innisbrook~~Deferred Revenue and Accounts Receivable - Revenues are derived from a variety of sources including, ~~LLC~~but ~~(the~~not ~~“Company”)~~limited to, ~~own~~hotel, food and ~~operates~~beverage ~~the~~operations, ~~Innisbrook~~retail ~~Resort~~sales, golf course operations and ~~Golf~~commissions ~~Club~~on ~~(the~~real ~~“Resort”)~~estate transactions. ~~The~~ ~~Company~~With isthe ~~owned~~exception byof ainitiation ~~sole~~fees ~~member~~and ~~who~~membership ~~does~~dues, ~~not~~all ~~have~~revenues ~~any~~net ~~liability~~of ~~for~~ any ofsales ~~the~~and ~~Company’s~~other ~~obligations~~taxes ~~except~~collected asare ~~expressly~~recognized ~~provided~~as byproducts ~~law~~are ~~and/~~delivered or ~~contractual~~services ~~obligation~~are performed.

~~The~~A ~~Company~~performance ~~controls~~obligation ~~and~~is ~~operates~~a ~~the~~promise ~~Rental~~in ~~Pool~~a ~~Lease~~contract ~~Operation~~to ~~(the~~transfer ~~“Rental Pool”),~~ a ~~securitized~~distinct ~~pool~~good ofor ~~condominiums~~service ~~owned~~to ~~by participating condominium owners (~~the ~~“Participating~~customer ~~Owners”)~~ and ~~rented~~is ~~as hotel rooms to guests of~~ the ~~Resort~~unit ~~(an average~~ of ~~247~~account ~~units~~under orthe ~~295~~new ~~hotel~~revenue ~~rooms~~recognition ~~participate~~standard. atThe ~~any~~transaction ~~given~~price ~~time). Pursuant~~is allocated to ~~the~~each ~~Innisbrook~~distinct ~~Rental~~performance ~~Pool~~obligation ~~Master~~and ~~Lease~~recognized ~~Agreement,~~as ~~dated~~revenue ~~January 1~~when, ~~2014~~or as ~~amended~~, (the ~~“Master~~performance ~~Lease”~~obligation oris ~~“MLA”),~~satisfied. ~~quarterly~~The ~~distributions~~majority of ~~a percentage of room revenues are required to be made to~~ the ~~condominium~~Company's ~~owners~~revenue ~~participating~~is ~~in the Rental Pool. Other resort facilities include four 18-hole golf courses~~transactional, ~~four~~and ~~restaurants,~~the ~~three~~contract's ~~convention~~performance ~~facilities,~~obligation ais ~~health~~generally ~~spa,~~satisfied ~~fitness~~at ~~center,~~the ~~tennis~~time ~~and~~of ~~recreation~~the ~~facilities, themed water park and five swimming pools~~transaction.

2Revenues from performance obligations satisfied over time include membership dues, annual fees and initiation fees. ~~Summary~~ The membership initiation fees at the Resort are non-refundable and are initially recorded when received as deferred revenue and amortized over the average life of ~~Significant~~a ~~Accounting~~membership ~~Policies~~which, based on historical information, is deemed to be ten years for full golf members and five years for resort and executive memberships. Membership dues and annual fees are recognized over the applicable membership period (three months to one year depending on type of membership).

~~Principles~~Accounts receivable represent amounts due from memberships, resort guests and companies or individuals that held conferences or group stays at the Resort, net of ~~Consolidation~~the –allowance for credit losses. The ~~accompanying~~Company ~~consolidated~~performs ~~financial~~periodic ~~statements~~credit ~~include~~evaluations of the ~~accounts~~Company's customers and ~~balances~~members ofand generally do not require collateral because the Company ~~and~~believes ~~its~~that ~~wholly~~the ~~owned~~Company ~~subsidiaries,~~has ~~Salamander~~procedures ~~Innisbrook~~in ~~Securities,~~place ~~LLC~~to ~~and~~minimize ~~Salamander~~the ~~Innisbrook~~possibility ~~Condominium,~~of ~~LLC~~significant losses occurring. ~~All~~ ~~significant~~Companies ~~intercompany~~with ~~balances~~a ~~and~~recent ~~transactions~~prior direct billing positive history with the Resort are granted credit for billing. If companies have not been ~~eliminated~~to inthe ~~consolidation~~Resort within the past two years, an updated credit evaluation is conducted. Terms are negotiable by group contract, but invoices are typically due 30 days from the receipt of invoice.

~~Cash~~In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and ~~Cash~~certain ~~Equivalents~~other -instruments ~~The~~that ~~Company~~aren’t ~~considers~~measured ~~all~~at ~~liquid~~fair ~~investments~~value ~~purchased~~through ~~with~~net anincome. ~~original~~The ~~maturity~~most ofsignificant ~~three~~change ~~months~~in orthis ~~less~~standard is a shift from the incurred loss model to bethe ~~cash~~expected ~~equivalents~~loss model. ~~Restricted~~ ~~cash~~Under ~~includes~~the ~~cash~~standard, ~~balances~~disclosures ~~established~~are asrequired ~~lender~~to ~~reserves~~provide ~~required~~users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company's ~~debt~~that ~~agreement~~are subject to the guidance in FASB ASC 326 were accounts receivable.

	2023		2022
Cash	$	11,711,728	$	4,402,268
Restricted cash		2,041,612		2,041,226
	$	13,753,340	$	6,443,494

~~Revenues,~~Table ~~Deferred Revenue and Accounts Receivable - Revenues are derived from a variety~~ of sources including, but not limited to, hotel, food and beverage operations, retail sales, golf course operations and commissions on real estate transactions. With the exception of initiation fees and membership dues, all revenues net of any sales and other taxes collected are recognized as products are delivered or services are performed. Contents

AThe ~~performance~~Company ~~obligation~~adopted isthe astandard ~~promise~~ in a2023 ~~contract~~utilizing ~~to transfer~~ a ~~distinct~~cumulative-effect ~~good~~adjustment orfor ~~service to~~ the ~~customer~~Company's ~~and~~accounts isreceivable. ~~the~~No ~~unit~~adjustments ofwere ~~account~~necessary ~~under~~to the ~~new~~Company's ~~revenue~~allowance ~~recognition~~for ~~standard.~~credit ~~The~~losses ~~transaction price is allocated to each distinct performance obligation~~ and/or ~~recognized~~retained earnings as ~~revenue~~a ~~when,~~result orof ~~as,~~ the ~~performance~~adoption ~~obligation~~of isthis ~~satisfied.~~standard ~~The~~and ~~majority~~therefore of the ~~Company's~~impact ~~revenue~~of isthis ~~transactional,~~standard ~~and~~on the ~~contract~~Company's ~~performance~~consolidated ~~obligation~~financial isstatements ~~generally~~primarily ~~satisfied~~resulted atin ~~the~~disclosures ~~time of the transaction~~only.

~~Revenues~~At ~~from~~each ~~performance~~balance ~~obligations~~sheet ~~satisfied~~date, ~~over~~the ~~time~~Company ~~include~~recognizes ~~membership~~an ~~dues~~expected allowance for credit losses. In addition, ~~annual~~also ~~fees~~at ~~and~~each ~~initiation~~reporting ~~fees.~~date, ~~The~~this ~~membership~~estimate ~~initiation~~is ~~fees~~updated atto ~~the~~reflect ~~Resort~~any ~~are~~changes ~~non-refundable~~in ~~and~~credit ~~are~~risk since the receivable was initially recorded. ~~when~~This ~~received~~estimate asis ~~deferred~~calculated ~~revenue~~on ~~and~~a ~~amortized~~pooled ~~over~~basis ~~the~~where ~~average~~similar ~~life~~risk ofcharacteristics exist. The allowance estimate is derived from a ~~membership~~review ~~which,~~of the Company's historical losses based on the aging of receivables. This estimate is adjusted for the Company's assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors the Company deems relevant. The Company believes historical loss information, is ~~deemed~~a reasonable starting point in which to becalculate ~~ten~~the ~~years~~expected allowance for ~~full~~credit ~~golf~~losses ~~members~~as ~~and~~the ~~five~~Company's ~~years~~portfolio has remained relatively constant since the Company's inception. The allowances for ~~resort~~credit losses were $13,968 and ~~executive~~$10,957 ~~memberships~~as of December 31, 2024 and 2023, respectively. ~~Membership~~ ~~dues~~The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and ~~annual~~there ~~fees~~is no possibility of recovery. If any recoveries are ~~recognized~~made ~~over~~from ~~the~~any ~~applicable~~accounts ~~membership~~previously ~~period~~written ~~(three~~off, ~~months~~it is recognized in income or an offset to ~~one~~credit ~~year~~loss ~~depending~~expense onin ~~type~~the year of ~~membership)~~recovery. The total amount of write-offs was immaterial to the consolidated financial statements as a whole in both 2024 and 2023.

~~Accounts~~In ~~receivable represent amounts due from memberships~~addition, ~~resort~~gift ~~guests~~card purchases and ~~companies~~advanced orevent ~~individuals~~deposits ~~that~~are ~~held~~collected ~~conferences or group stays at the Resort, net of the allowance for credit losses. The Company performs periodic credit evaluations of the Company's customers~~ and ~~members~~deferred and ~~generally~~recognized doas ~~not~~income ~~require~~as ~~collateral because~~ the ~~Company~~service ~~believes~~is ~~that~~performed ~~the~~at ~~Company has procedures in place to minimize the possibility of significant losses occurring. Companies with~~ a ~~recent~~future ~~prior direct billing positive history with the Resort are granted credit for billing~~date. Deferred Ifrevenue ~~companies~~includes ~~have~~unrecognized ~~not~~initiation ~~been~~fee ~~to the Resort within the past two years~~liabilities, anunearned ~~updated~~member ~~credit evaluation is conducted. Terms are negotiable by group contract~~dues, ~~but~~gift ~~invoices~~card ~~are~~liability ~~typically~~and ~~due~~advanced 30events ~~days from the receipt of invoice~~deposits.

InUse ~~June~~of ~~2016,~~Estimates ~~the~~- ~~FASB~~The ~~issued~~preparation ~~guidance~~of ~~(FASB~~consolidated ~~ASC~~financial ~~326)~~statements ~~which~~in ~~significantly~~conformity ~~changed~~with ~~how~~accounting ~~entities~~principles ~~will~~generally ~~measure~~accepted ~~credit~~in ~~losses~~the ~~for~~United ~~most~~States ~~financial~~("U.S. ~~assets~~GAAP") ~~and~~requires ~~certain~~the ~~other~~company ~~instruments~~to make estimates and assumptions that ~~aren’t~~affect ~~measured~~the atreported ~~fair~~amounts ~~value~~of ~~through~~assets ~~net~~and ~~income.~~liabilities ~~The~~and ~~most~~disclosure ~~significant~~of ~~change~~contingent inassets ~~this~~and ~~standard~~liabilities isat athe ~~shift~~date ~~from~~of the ~~incurred~~consolidated ~~loss~~financial ~~model~~statements toand the ~~expected~~reported ~~loss~~amounts ~~model.~~of ~~Under~~revenues and expenses during the ~~standard,~~reporting ~~disclosures~~period. Estimates that are ~~required~~critical to ~~provide~~the ~~users~~accompanying ofconsolidated ~~the~~ financial statements ~~with~~include ~~useful~~the ~~information~~Company's inbeliefs ~~analyzing~~that anall ~~entity’~~of the Company's ~~exposure~~long-lived toassets, ~~credit~~are ~~risk~~recoverable and that the ~~measurement~~Company's estimates of ~~credit~~the ~~losses.~~average ~~Financial~~lives ~~assets~~of ~~held~~memberships byfrom which the Company ~~that~~bases its revenue recognition are ~~subject~~reasonable. Estimates toand assumptions are reviewed periodically, and the ~~guidance~~effects of revisions are reflected in ~~FASB~~the ~~ASC~~periods ~~326~~they ~~were~~are ~~accounts~~determined ~~receivable~~to be necessary. It ~~The~~is ~~Company~~at ~~has~~least ~~adopted~~reasonably ~~the~~possible ~~standard~~that ~~utilizing~~such aestimates ~~cumulative-effect~~could ~~adjustment~~change ~~for~~in the ~~Company's~~near ~~accounts~~term ~~receivable.~~with Norespect to these matters.

25Concentrations of Credit Risk - Financial instruments that potentially subjects the Company to concentrations of credit risk consist principally of cash and accounts receivable. Cash consists of bank deposits which may, at times, exceed federally insured limits. No losses have been experienced in such accounts.

~~Table~~Financial Instruments - The Company used the following methods and assumptions in estimating the fair values of ~~Contents~~the Company's financial instruments:

•

~~adjustments~~Accounts ~~were~~receivable ~~necessary to the Company's allowance for credit losses~~ and~~/or~~ ~~retained~~accounts ~~earnings~~payable: asDue ato ~~result~~their ofshort-term ~~the~~nature, ~~adoption of this standard and therefore~~ the ~~impact~~carrying ofamounts ~~this~~reported ~~standard~~ on the ~~Company's~~accompanying consolidated ~~financial~~balance ~~statements~~sheets ~~primarily~~for ~~resulted~~these inaccounts ~~disclosures~~approximate ~~only~~their fair values.

•

AtDeferred each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. The allowance estimate is derived from a review ofrevenues: the Company's historical losses based on the aging of receivables. This estimate is adjusted for the Company's assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors the Company deems relevant. The ~~Company~~carrying ~~believes~~amounts historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company's portfolio has remained relatively constant since the Company's inception. The allowances for credit losses were $10,957 and $32,581 as of ~~December~~these 31, 2023 and 2022, respectively. The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts ~~previously~~approximate ~~written~~their ~~off,~~fair itvalues isbecause ~~recognized~~they inapproximate ~~income~~their ornet anpresent ~~offset~~values toconsidering ~~credit~~relevant ~~loss~~risk ~~expense in the year of recovery~~factors. ~~The total amount of write-offs was immaterial to the consolidated financial statements as a whole in both 2023 and 2022.~~

•

InDebt: ~~addition,~~The ~~gift~~carrying ~~card~~values ~~purchases~~of ~~and~~variable ~~advanced~~rate ~~event~~debt ~~deposits~~financing ~~are~~reflected ~~collected~~in ~~and~~the ~~deferred~~balance sheets at December 31, 2024 and ~~recognized~~2023 asapproximates ~~income~~their fair values as the ~~service~~changes isin ~~performed~~their atassociated ainterest ~~future~~rates ~~date. Deferred~~reflect ~~revenue~~the ~~includes~~current ~~unrecognized~~market ~~initiation~~and ~~fee~~credit ~~liabilities,~~risk ~~unearned~~is ~~member~~similar ~~dues,~~to ~~gift~~when ~~card~~the ~~liability~~loan ~~and~~was ~~advanced~~originally ~~events deposits~~obtained.

~~Practical~~Insurance ~~Expedients~~Recoveries ~~and Exemption~~ - ~~There~~See ~~are~~Note ~~several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and the Company's disclosures~~11. In the Company's adoption and application of ASC 606, the Company elected to treat similar contracts (primarily initiation fee contracts) as part of a portfolio of contracts, primarily initiation fee contracts. ~~The contracts have the same provisions, and the Company believes the Company's revenues would not be materially different if the Company had chosen to treat each contract separately.~~

~~Use~~Inventories ofand ~~Estimates~~Supplies - ~~The~~Inventories ~~preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires the company to make estimates~~ and ~~assumptions~~supplies ~~that~~are ~~affect~~recorded ~~the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities~~ at ~~the~~average ~~date~~cost, ofon ~~the~~a consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates that are critical to the accompanying consolidated financial statements include the Company's beliefs that all of the Company's longfirst-~~lived assets~~in, ~~are~~first-out recoverable and that the Company's estimates of the average lives of memberships from which the Company bases the Company's revenue recognition are reasonable. Estimates and assumptions are reviewed periodicallybasis, ~~and~~or ~~the effects of revisions are reflected in the periods they are determined to be necessary~~market. ~~It is at least reasonably possible that such estimates could change in the near term with respect to these matters.~~

~~Concentrations~~Property, ofBuildings ~~Credit~~and ~~Risk~~Equipment, -net ~~Financial~~– ~~instruments~~Property, ~~that~~buildings ~~potentially~~and ~~subjects~~equipment ~~the~~are stated at cost less accumulated depreciation and amortization. The Company tocapitalizes ~~concentrations~~any asset purchase of ~~credit~~$1,000 ~~risk~~or ~~consist~~more ~~principally~~with an estimated useful life of ~~cash~~at ~~and~~least ~~accounts~~three ~~receivable~~years. ~~Cash~~Depreciation ~~consists~~and amortization are recorded using the straight-line basis over the shorter of ~~bank~~the ~~deposits~~estimated ~~which~~useful ~~may,~~lives atof ~~times~~the assets, ~~exceed~~or ~~federally~~if ~~insured~~applicable, ~~limits~~the lease terms. NoEstimated ~~losses~~useful ~~have~~lives ~~been~~are ~~experienced~~generally inas ~~such~~follows: ~~accounts.~~

Financial Instruments - The Company used the following methods and assumptions in estimating the fair values of the Company's financial instruments:


Category		Average Lives (in Years)
Buildings		40
Land improvements		20
Machinery and equipment		3 to 7
Assets recorded under finance leases		3 to 4

Accounts receivable and accounts payable: Due to their short-term nature, the carrying amounts reported on the accompanying consolidated balance sheets for these accounts approximate their fair values. 25

~~Deferred~~Table ~~revenues: The carrying amounts~~ of ~~these accounts approximate their fair values because they approximate their net present values considering relevant risk factors.~~Contents

~~Debt:~~Impairment of Long-Lived Assets - The Company regularly review long-lived assets for impairment by comparing the carrying values of ~~variable~~the ~~rate~~assets ~~debt~~with ~~financing~~their ~~reflected~~estimated infuture ~~the~~undiscounted ~~balance~~cash ~~sheets~~flows. If atit ~~December~~is 31determined that an impairment loss has occurred, ~~2023~~the ~~and~~loss ~~2022~~is ~~approximates~~recognized ~~their~~during ~~fair~~that ~~values~~period. Any impairment loss would be calculated as the ~~changes~~difference inbetween ~~their~~asset ~~associated~~carrying ~~interest~~values ~~rates~~and ~~reflect~~fair ~~the~~value ~~current~~as ~~market~~determined by prices of similar items and ~~credit~~other ~~risk~~valuation istechniques, ~~similar~~giving consideration to ~~when~~recent ~~the~~operating ~~loans~~performance and pricing trends. There were ~~originally~~no ~~obtained~~impairment losses for the years ended December 31, 2024 and 2023.

~~Inventories~~Intangibles ~~and~~- ~~Supplies~~Indefinite -life ~~Inventories~~intangibles ~~and~~consist ~~supplies~~of ~~are~~the ~~recorded~~trade name valued at ~~average~~$2,300,000 ~~cost~~and a water contract valued at $2,030,001. The onCompany evaluates intangible assets for impairment annually (or earlier if a ~~first~~significant event occurs that may indicate that the assets may not be recoverable). Factors the Company considers important, which could indicate impairment, include the following: (1) significant under-performance relative to historical or projected future operating results; (2) significant changes in the manner of the use of the acquired assets or the strategy for the Company's overall business; and (3) significant negative industry or economic trends. During the years ending December 31, ~~first-out~~2024 ~~basis~~and 2023, orthere ~~market~~were no impairment charges related to intangible assets.

~~Property,~~Deferred ~~Buildings~~Financing ~~and~~Costs ~~Equipment,~~– ~~net~~Deferred –financing ~~Property~~costs, ~~buildings~~which ~~and~~arose ~~equipment~~from ~~are~~costs ~~stated~~incurred atto ~~cost~~originate ~~less~~the ~~accumulated~~financing ~~depreciation~~discussed ~~and~~at ~~amortization.~~Note ~~The Company capitalizes any asset purchase of $1~~8,~~000~~ ~~or more with an estimated useful life of at least three years. Depreciation and amortization~~ are ~~recorded~~being ~~using~~amortized ~~the~~to ~~straight-line~~interest ~~basis~~expense over the ~~shorter~~term of the ~~estimated~~related ~~useful~~indebtedness. The ~~lives~~unamortized portions of ~~the~~these ~~assets,~~costs orare ifreflected ~~applicable,~~as ~~the~~reductions ~~lease~~of ~~terms~~such debt. ~~Estimated~~ ~~useful lives are generally as follows:~~

26Deferred contract costs, net – Deferred contract costs, which arose from the costs of obtaining long term commitments on rental pool agreements that the Company would not have incurred if the pool participants did not commit to five-year contracts, were being amortized over the contract lives using the straight-line method through December 31, 2023 (at which time the costs were fully amortized).

~~Table~~Advertising of- ~~Contents~~Advertising costs, which are expensed as incurred, were $1,040,856 and $697,387 for the years ended December 31, 2024 and 2023, respectively.

Category		Average Lives (in Years)
Buildings		40
Land improvements		20
Machinery and equipment		3 to 7
Assets recorded under finance leases		3 to 4

Leases - Leases are classified as finance leases or operating leases dependent on whether the lease transfers substantially all of the benefits and risks of ownership of property. Assets and liabilities are recorded at amounts equal to the present value of the minimum lease payments at the beginning of the lease term. Interest expense relating to the lease liabilities is recorded to affect constant rates of interest over the terms of the leases.

~~Impairment~~Income ofTaxes ~~Long~~-~~Lived~~ ~~Assets~~With -the ~~The~~exception ~~Company~~of ~~regularly~~an ~~review~~entity ~~long-lived~~owned ~~assets for impairment~~ by ~~comparing~~Salamander ~~the~~Innisbrook ~~carrying~~Securities, ~~values~~LLC of the ~~assets~~Company ~~with~~and ~~their~~its ~~estimated~~subsidiaries ~~future~~are ~~undiscounted~~single ~~cash~~member ~~flows. If~~limited itliability iscompanies ~~determined~~and ~~that~~therefore anthe ~~impairment~~majority ~~loss~~of ~~has occurred,~~ the ~~loss~~results isof ~~recognized~~the ~~during~~Company's ~~that~~operations ~~period. Any~~flow ~~impairment~~through ~~loss~~to ~~would~~the beCompany's ~~calculated~~member asfor ~~the~~inclusion ~~difference~~in ~~between~~its ~~asset~~income ~~carrying~~tax ~~values~~returns. ~~and~~The ~~fair~~Company ~~value~~provided asfor ~~determined~~estimated byincome ~~prices~~taxes of ~~similar~~approximately ~~items~~$23,000 and ~~other~~$168,000, ~~valuation~~for ~~techniques~~2024 and 2023, ~~giving~~respectively, ~~consideration~~related to ~~recent~~our ~~operating~~tax ~~performance~~paying subsidiary. No provision and/or ~~pricing~~benefit ~~trends. There~~for ~~were~~deferred noincome ~~impairment~~taxes ~~losses~~has ~~for~~been ~~the~~recorded ~~years~~as ~~ended~~there ~~December~~are ~~31,~~no ~~2023~~significant differences between financial statement and ~~2022~~tax reporting.

~~Intangibles~~Under -FASB ~~Indefinite~~ASC ~~life~~740-10, ~~intangibles~~the ~~consist~~Company ofis ~~the~~required ~~trade~~to ~~name~~evaluate ~~valued~~each atof ~~$2,300,000~~the ~~and~~Company's atax ~~water~~positions ~~contract~~to ~~valued~~determine atif ~~$2,030,001. The~~they ~~company~~are ~~evaluates~~more ~~intangible~~likely ~~assets~~than ~~for~~not ~~impairment~~to ~~annually~~be ~~(or~~sustained ~~earlier~~ if athe ~~significant~~taxing ~~event~~authority ~~occurs~~examines ~~that may indicate that~~ the ~~assets~~respective ~~may~~position. A ~~not~~tax beposition ~~recoverable). Factors~~includes ~~the~~an ~~Company~~entity’s ~~considers~~tax ~~important,~~status ~~which~~as ~~could~~a ~~indicate~~pass-through ~~impairment~~entity, ~~include~~and the ~~following:~~decision ~~(1)~~not ~~significant under-performance relative~~ to ~~historical~~file ora ~~projected~~tax ~~future~~return. The ~~operating~~Company ~~results;~~has ~~(2)~~evaluated ~~significant~~each ~~changes in the manner~~ of the ~~use of the acquired assets or the strategy for the~~ Company's ~~overall~~tax ~~business;~~positions and ~~(3)~~have ~~significant~~determined ~~negative~~that ~~industry~~no provision or ~~economic~~liability ~~trends. During~~for ~~the~~income ~~years~~taxes ~~ending~~is ~~December 31, 2023 and 2022, there were no impairment charges related to intangible assets~~necessary.

~~Deferred~~The ~~Financing~~Company ~~Costs~~evaluates –the ~~Deferred~~validity ~~financing~~of ~~costs,~~the ~~which~~conclusions ~~arose~~regarding ~~from~~uncertain ~~costs~~income ~~incurred~~tax positions on an annual basis to ~~originate~~determine ~~the~~if ~~financing~~facts ~~discussed~~or atcircumstances ~~Note~~have 9,arisen ~~are~~that ~~being~~might ~~amortized~~cause tothe ~~interest~~Company ~~expense~~to ~~over~~change judgment regarding the ~~term~~likelihood of ~~the~~a ~~related~~tax ~~indebtedness~~position’s sustainability under examination. ~~The~~At ~~unamortized~~December ~~portions~~31, of2024, ~~these~~the ~~costs~~Company ~~are~~does ~~reflected~~not asbelieve ~~reductions~~that ofany ~~such~~uncertain ~~debt~~tax positions exist.

~~Deferred contract costs~~3. Property, ~~net~~Buildings –and Deferred contract costs, which arose from the costs of obtaining long term commitments on rental pool agreements that the Company would not have incurred if the pool participants did not commit to five-year contracts, were being amortized over the contract lives using the straight-line method through December 31, 2023 (at which time the costs were fully amortized).Equipment

~~Advertising - Advertising costs~~Property, ~~which are expensed as incurred~~buildings, ~~were $697,387~~ and ~~$654,784~~equipment ~~for~~consist of the ~~years~~following ~~ended~~as of December 31, ~~2023~~2024 and ~~2022,~~2023: ~~respectively.~~


	2024			2023
Land and land improvements	$	21,130,863		$	21,056,223
Buildings		30,677,541			26,855,035
Furniture, fixtures and equipment		14,464,010			12,361,299
Construction in progress		332,131			2,576,765
		66,604,545			62,849,322
Less accumulated depreciation and amortization		(32,085,794	)		(30,213,607	)
	$	34,518,751		$	32,635,715

Income Taxes - With the exception of an entity owned by Salamander Innisbrook Securities, LLC the Company and its subsidiaries are single member limited liability companies and therefore the majority of the results of the Company's operations flow through to the Company's member for inclusion in its income tax returns. In 2023, the Company provided for estimated income taxes of approximately $168,000 related to our tax paying subsidiary. No provision and/or benefit for deferred income taxes has been recorded as there are no significant differences between financial statement and tax reporting. 26

~~Under~~Table ~~FASB ASC 740-10, the Company is required to evaluate each~~ of the Company's tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity’s tax status as a pass-through entity, and the decision not to file a tax return. The Company has evaluated each of the Company's tax positions and have determined that no provision or liability for income taxes is necessary.Contents

~~The~~Depreciation ~~Company~~and ~~evaluates~~amortization ~~the~~expense ~~validity~~(exclusive of ~~the~~amortization ~~conclusions~~arising ~~regarding~~from ~~uncertain~~assets ~~income~~held ~~tax~~under ~~positions~~finance onleases an-- ~~annual~~see ~~basis~~Note to4) ~~determine~~was if$1,791,032 ~~facts~~and $1,666,665 for orthe ~~circumstances~~years ~~have~~ended ~~arisen~~December ~~that~~31, ~~might~~2024 ~~cause~~and ~~the~~2023, ~~Company~~respectively. Amortization toexpense ~~change judgment~~for ~~regarding~~assets ~~the~~held ~~likelihood~~under offinance aleases ~~tax~~was ~~position’s~~$86,802 ~~sustainability~~and ~~under~~$105,302, ~~examination. At~~respectively, as of and for the years ended December 31, 2024 and 2023,. ~~the~~Finance ~~Company~~lease ~~does~~amortization ~~not~~expense ~~believe~~is ~~that~~included ~~any~~in ~~uncertain~~Depreciation ~~tax~~and ~~positions~~amortization ~~exist~~expense.

Reclassification - Management of the Company determined that various landscaping expenses incurred for the Copperhead golf course in 2022 were initially miscoded to general and administrative expenses in lieu of operating expenses. Management did not give effect to the prior year misclasses in any of the quarterly reports filed in 2023 (the reclass was appropriately made for the 2023 10-K). The Company reclassified $4~~,075,619 of prior year general and administrative expenses to operating costs and expenses to conform with the current year presentation~~. ~~These~~Leases ~~reclassifications had no effect on the reported results of operations.~~

27Operating Leases

~~Table~~On November 8, 2022, the Company entered into a lease agreement with DLL Finance, LLC, for golf carts. Total monthly payments under the lease of ~~Contents~~$20,654 commenced in January 2023, and continue for a period of 48 months.

3On November 16, 2023, the Company entered into a lease agreement with DLL Finance, LLC for golf carts. ~~Property~~ Total monthly payments under the lease of $4,435 ~~Buildings~~commenced in December 2023, and ~~Equipment~~continue for a period of 54 months.

~~Property~~On August 9, ~~buildings~~2024, ~~and~~the ~~equipment~~Company ~~consist~~entered ofinto two new lease agreements with DLL Finance LLC for golf carts. Total monthly payments under the ~~following~~new asleases of ~~December~~$4,992 31and $7,205 ~~2023~~commenced in September 2024, and ~~2022:~~continue for a period of 60 months.

	2023			2022
Land and land improvements	$	21,056,223		$	21,846,601
Buildings		26,855,035			28,545,967
Furniture, fixtures and equipment		12,361,299			11,531,015
Construction in progress		2,576,765			493,129
		62,849,322			62,416,712
Less accumulated depreciation and amortization		(30,213,607	)		(30,207,766	)
	$	32,635,715		$	32,208,946

Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term.

~~Depreciation~~Future ~~and~~minimum ~~amortization~~lease ~~expense~~payments ~~was $1,666,665 and $1,639,597 for the years ended December 31, 2023 and 2022, respectively. Amortization expense in the accompanying consolidated financial statements for assets held~~ under ~~finance leases (see Note 4) was $105,302 and $0, respectively, as of and for~~ the ~~years ended December 31, 2023 and 2022. Finance~~ lease ~~amortization~~are ~~expense~~as ~~is included in Depreciation and amortization expense.~~follows:

4. Leases


Years Ending December 31,
2025	$	447,435
2026		447,435
2027		199,593
2028		168,545
2029		97,578
Total future minimum lease payments		1,360,585
Less current portion		(382,324	)
Less imputed interest		(150,269	)
Non-current present value of future minimum lease payments	$	827,992

Operating ~~Leases~~lease expense approximated $305,000 and $345,000 for each of the years ended December 31, 2024 and 2023, respectively.

~~On December 20, 2018, the Company entered into a master lease agreement with DLL~~ Finance, ~~LLC under which the Company had three leases of golf carts and utility vehicles. Total monthly payments under the leases of $32,300 commenced in April 2019, and continued through March 31, 2023.~~ Leases

OnThe ~~November~~Company 8,is ~~2022,~~also ~~the~~obligated ~~Company~~under certain ~~entered~~leases ~~into~~for atelephone ~~new~~equipment. The ~~lease~~leases ~~agreement~~expire ~~with~~in ~~DLL~~the ~~Finance,~~fourth ~~LLC,~~quarter ~~for~~of ~~golf~~2027 ~~carts.~~and ~~Total~~the monthly lease payments ~~under~~are ~~the~~$6,644. ~~lease~~The ofleases ~~$20,654~~contain ~~commenced~~bargain inpurchase ~~January~~options ~~2023,~~that ~~and~~allow ~~continue~~the Company to purchase the leased equipment for a ~~period~~minimal amount upon the expiration of 48the ~~months.~~lease term.

AsThe ofCompany ~~December~~is ~~31,~~also ~~2023,~~obligated ~~the~~under ~~remaining~~a lease ~~term~~for copier equipment. The lease expires in ~~years~~the ~~approximated~~fourth ~~three~~quarter ~~years~~of 2028 and the ~~discount~~monthly ~~rate~~lease ~~was~~payment 4is $1,799.~~17%.~~ ~~Operating~~The ~~lease~~Company ~~liabilities~~has ~~are~~the ~~recorded~~option ~~based~~to onpurchase the ~~present~~leased equipment at fair market value ofupon the ~~future~~expiration of the lease ~~payments~~term. Equipment ~~over~~acquired under finance leases is pledged as collateral to secure the performance of the future minimum lease ~~term~~payments.

~~Future minimum lease payments under the lease are as follows:~~27

Years Ending December 31,
2024	$	247,842
2025		247,842
2026		247,842
Total future minimum lease payments		743,526
Less current portion		(222,982	)
Less imputed interest		(45,751	)
Non-current present value of future minimum lease payments	$	474,793

Table of Contents

~~Operating~~Future minimum lease ~~expense~~payments ~~approximated~~under ~~$345,000~~finance ~~and~~lease ~~$387,000~~obligations ~~for~~are ~~each~~as ~~of the years ended December 31, 2023 and 2022, respectively.~~follows:

Finance Leases


Years Ending December 31,
2025	$	101,827
2026		101,827
2027		81,897
2028		22,104
Total future minimum lease payments		307,655
Less amount representing interest and taxes		(24,387	)
Present value of future minimum lease payments		283,268
Less current maturities		(89,558	)
Non-current present value of future minimum lease payments	$	193,710

~~The Company is also obligated under certain leases for telephone equipment~~5. ~~The~~Retirement leases expire in the fourth quarter of 2027 and the monthly lease payments are $6,644. The leases contain bargain purchase options that allow the Company to purchase the leased equipment for a minimal amount upon the expiration of the lease term. Equipment acquired under finance leases is pledged as collateral to secure the performance of the future minimum lease payments.Plan

28The Company sponsors a defined contribution retirement plan, which provides retirement benefits for all eligible employees. Employees must fulfill a 90-day service requirement to be eligible to participate in this plan. The Company matches one half of the first 6% of the contributions of each employee. The Company made matching contributions of approximately $271,000 and $335,000 for the years ended December 31, 2024 and 2023, respectively.

~~Table~~6. Rental ofPool ~~Contents~~Operations

~~Future~~Under ~~minimum~~the ~~lease~~Master ~~payments~~Lease Agreement (the “Agreement” or “MLA”) with the Rental Pool participants (which expired on December 31, 2023, and was replaced with a new agreement (the "New MLA") as more fully described below), the Resort paid Participants a quarterly distribution equal to 40% of the Adjusted Gross Revenues on the first $10 million, 45% between $10 million and $11 million, and 50% above $11 million. Adjusted Gross Revenues are defined as Gross Revenues less agent’s commissions, audit fees, and occupancy fees and 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 or the New MLA. Additionally, occupancy fees are paid by the Resort 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 our employees. In 2024 and 2023, amounts available to Participants under ~~finance~~the ~~lease~~Agreement ~~obligations~~or New MLA approximated $3,437,000 and $3,717,000, respectively, of which approximately $829,000 and $705,000 was owed as of December 31, 2024 and 2023, respectively. The balances owed, along with the incentives discussed in the following paragraph, are reflected as ~~follows:~~a Rental Pool liability in our consolidated balance sheets. The amounts were paid in 2025 and 2024, respectively.

Years Ending December 31,
2024	$	79,723
2025		79,723
2026		79,723
2027		59,793
Total future minimum lease payments		298,963
Less amount representing interest and taxes		(22,640	)
Present value of future minimum lease payments		276,323
Less current maturities		(69,522	)
Non-current present value of future minimum lease payments	$	206,801

On August 20, 2018, the Second Addendum to the Master Lease Agreement became effective. The addendum defined the Turn- Key renovation, the customization of certain units that did not require a full renovation and provided for an incentive payment plan (“Incentive”) to be paid to Participants. The Incentive provides for a quarterly payment to each Participant, beginning on January 1, 2019, and ending on December 31, 2023, so long as their units continue to participate in the Rental Pool. Incentive payments due as of December 31, 2024, and 2023 totaled approximately $0 and $112,000, respectively.

5On July 2, 2019, the Third Addendum to the MLA became effective. ~~Retirement~~ ~~Plan~~The addendum provided Participants with two options for funding of the cost overruns created by the default of AMH Construction, Inc. (“AMH”). The first option provided that we would fund the cost overruns in exchange for the Participating Owner’s dedication of their unit to the Rental Pool as evidenced by a Memorandum of Lease recorded against the title of such participant’s unit in the land records of Pinellas County. The second option provided an additional incentive payment equal to the cost overrun amount in the form of quarterly payments,adjusted annually, resulting in a reimbursement of 10% of the total amount in 2019, 15% in 2020, 20% in 2021, 25% in 2022, and the remainder in 2023. Participants choosing option 1 represented 192 units (233 doors) and Participants choosing option 2 represented 13 units (15 doors). For option 1, we paid Participants $3,146,363 in 2019, which amount was being amortized over the five-year term of the Participants lease dedication beginning January 1, 2019 and ending on December 31, 2023.

The Company sponsors a defined contribution retirement plan, which provides retirement benefits for all eligible employees. Employees must fulfill a 90-day service requirement to be eligible to participate in this plan. The Company matches one half of the first 6% of the contributions of each employee. The Company made matching contributions of approximately $335,000 and $240,000 for the years ended December 31, 2023 and 2022, respectively.28

~~6. Rental~~Table ~~Pool~~of ~~Operations~~Contents

~~Under~~As ~~the~~mentioned ~~Master~~above, ~~Lease~~the Agreement ~~(the~~was ~~“Agreement”~~replaced orin “its entirety by a New MLA”), with ~~the~~a ~~Rental~~term ~~Pool~~of ~~participants~~7 ~~(which~~years, ~~expired~~ on ~~December~~November 3121, 2023. ~~and~~The New MLA was ~~replaced~~effective ~~with~~on aJanuary ~~new~~1, ~~agreement~~2024, asand ~~more~~will ~~fully~~expire ~~described~~on ~~below)~~December 31, 2030.Under the new Agreement, the Resort ~~paid~~pays Participants a quarterly distribution equal to 4042% of the Adjusted Gross Revenues (as defined above) on the first $108.7 million, 45% between $108.7 million and $119.7 million, and 50% above $119.7 million.The ~~Adjusted~~Incentive ~~Gross~~described ~~Revenues~~above ~~are~~is ~~defined~~not asincluded ~~Gross~~in ~~Revenues less agent’s commissions, audit fees, and occupancy fees and when~~ the ~~unit~~New ~~is used for Rental Pool Comps or as a model, linen replacements and credit card fees~~MLA. ~~Each participant receives a fixed occupancy fee~~Additionally, ~~based upon apartment size for each day~~ the ~~unit~~New isMLA ~~occupied.~~requires ~~After~~Participants ~~allocation~~to ofmaintain ~~occupancy~~an ~~fees~~escrow ~~and the payment of general Rental Pool expenses, the~~ balance isequal ~~allocated proportionally~~ to ~~the participants~~$1,000 ~~based~~plus onan ~~the~~amount ~~Participation~~equal ~~Factor~~to asan ~~defined~~Aging ~~in the Agreement. Additionally~~Factor, ~~occupancy~~which ~~fees~~represents ~~are~~fifty ~~paid~~percent by(50%) of the ~~Resort~~estimated tocosts ~~participants~~of asfuture ~~rental~~renovation ~~fees for complimentary rooms unrelated~~ to the ~~Rental~~Units ~~Pool~~in ~~operations.~~order ~~Associate room fees are also paid by the Resort~~ to ~~Participants~~maintain ~~for total room revenues earned from~~ the ~~rental~~Standard ofestablished ~~condominiums by the Company's employees. In 2023 and 2022, amounts available to Participants~~ under the ~~Agreement~~New ~~approximated $3,717,000 and $3,473,000, respectively, of which approximately $705,000 and $690,000 was owed as of December31, 2023 and 2022, respectively~~MLA. The ~~balances~~rest ~~owed,~~of ~~along with~~ the ~~incentives~~New ~~discussed~~MLA inremains ~~the~~substantially ~~following~~similar ~~paragraph,~~to ~~are reflected as a Rental Pool liability in~~ the ~~Company's~~expired ~~consolidated balance sheets~~Agreement. ~~The amounts were paid in 2024 and 2023, respectively.~~

~~On August 20, 2018, the Second Addendum to the Master Lease Agreement became effective~~7. ~~The~~Other ~~addendum~~Related ~~defined~~Party the Turn-Key renovation, the customization of certain units that did not require a full renovation and provided for an incentive payment plan (“Incentive”) to be paid to Participants. The Incentive provides for a quarterly payment to each Participant, beginning on January 1, 2019, and ending on December 31, 2023, so long as their units continue to participate in the Rental Pool. Incentive payments due as of December 31, 2023, and 2022 totaled approximately $112,000 and $94,000, respectively.Transactions

OnWe ~~July~~incurred 2,management ~~2019,~~fees ~~the Third Addendum~~ to ~~the~~Salamander ~~MLA~~Hospitality, ~~became effective. The addendum provided Participants with two options for funding of the cost overruns created by the default of AMH Construction~~LLC, ~~Inc.~~an ~~(“AMH”).~~entity ~~The~~related ~~first option provided that the Company would fund the cost overruns in exchange for the Participating Owner’s dedication of their unit~~ to ~~the~~us ~~Rental Pool as evidenced~~ by avirtue ~~Memorandum~~ of ~~Lease~~common ~~recorded~~ownership, ~~against the title~~ of ~~such~~approximately ~~participant’s unit in the land records of Pinellas County. The second option provided an additional incentive payment equal to the cost overrun amount in the form of quarterly payments~~$1, ~~adjusted annually~~405,000 ~~resulting~~and ~~in a reimbursement of 10% of the total amount in 2019~~$1, ~~15% in 2020~~376,000 ~~20%~~ in ~~2021,~~2024 ~~25% in 2022,~~ and ~~the remainder in~~ 2023, respectively. ~~Participants~~These ~~choosing~~fees ~~option~~are 1included ~~represented~~in ~~192~~general ~~units (233 doors)~~ and ~~Participants~~administrative ~~choosing~~expenses ~~option 2 represented 13 units (15 doors). For option 1, the Company paid Participants $3,146,363~~ in ~~2019, which amount was being amortized over~~ the ~~five-year~~accompanying ~~term~~consolidated statements of ~~the Participants lease dedication beginning January 1, 2019 and ending on December 31, 2023~~operations.

29At December 31, 2024 and 2023, we owed our affiliates approximately $1,148,800 and $681,600, respectively, and had receivables from affiliates of approximately $194,900 and $537,800, respectively. The affiliate receivables and payables are unsecured, non-interest bearing and are due on demand.

~~Table~~Pursuant to the terms of ~~Contents~~the New MLA and the Agreement, the Rental Pool Lease Operation reimbursed the Resort approximately $481,500 and $225,000 in 2024 and 2023, respectively, for maintenance and housekeeping labor, use of the telephone lines, and other supplies. These reimbursements are reflected as reductions of general and administrative expenses in the accompanying consolidated statements of operations and changes in member’s equity.

~~The~~At ~~Agreement~~December ~~was~~31, ~~replaced~~2024 inand ~~its~~2023 ~~entirety~~we bywere aowed ~~new seven-year Agreement the "New MLA" on November 21~~$268,702 ~~2023.~~and ~~The New MLA was effective on January 1~~$184, ~~2024~~890, ~~and will expire on December 31~~respectively, ~~2030.Under~~from ~~the~~Innisbrook ~~new~~Condominium ~~Agreement~~Association, ~~the Resort will pay Participants~~ a ~~quarterly~~third ~~distribution~~party ~~equal~~collectively toowned ~~42%~~by of the ~~Adjusted~~condominium ~~Gross~~owners ~~Revenues~~at ~~(as defined above) on the first $8~~Innisbrook.7 These ~~million~~receivables, ~~45%~~which ~~between~~were ~~$8.7~~recovered ~~million~~in ~~and~~2025 ~~$9.7 million,~~ and ~~50% above $9.7 million. The Incentive described is not included in the revised MLA. Additionally~~2024, ~~the new Agreement requires Participants to maintain an escrow balance equal to $1~~respectively,~~000~~ ~~plus~~are anincluded ~~amount equal to an Aging Factor, which represents fifty percent (50%) of the estimated costs of future renovation to the Units~~ in ~~order~~prepaid toexpenses ~~maintain~~and ~~the~~other ~~Standard~~current ~~established under the Agreement~~assets. ~~The rest of the Agreement remains substantially similar to the expired Agreement.~~

7.All ~~Other~~three ~~Related~~of ~~Party~~the ~~Transactions~~condominiums that the Company owns participated in the Rental Pool under the Agreement in 2024 and 2023, in the same manner as all other Rental Pool participants.

The Company incurred management fees to Salamander Hospitality, LLC, an entity related to the Company by virtue of common ownership, of approximately $1,376,000 and $1,303,000 in 2023 and 2022, respectively8. ~~These~~Note ~~fees~~Payable ~~are included in general and administrative expenses in the accompanying consolidated statements of operations.~~

AtOn ~~December~~March 3128, ~~2023 and 2022~~2017, the Company ~~owed~~obtained ~~affiliates~~a ~~approximately~~loan ~~$681,600~~in ~~and~~the amount of fifteen million dollars ($~~295~~15,~~600~~000,000) ~~respectively~~from a bank. The loan, ~~and~~which had ~~receivables~~a ~~from~~balance ~~affiliates~~of $10,899,876 (before consideration of ~~approximately~~unamortized ~~$537~~deferred financing costs) at December 31,~~800~~ ~~and~~2021, ~~$234~~was initially being repaid over a five-year period in monthly installments of principal plus interest based on a 15-year amortization schedule commencing on May 5,~~900~~ 2017, ~~respectively~~with the remaining unpaid balance due in full on April 5, 2022. ~~The~~On ~~affiliate~~April ~~receivables~~4, ~~and~~2022, ~~payables~~the ~~are~~loan ~~unsecured~~maturity date was extended to July 5, ~~non-~~2022, and the rate of interest ~~bearing~~was ~~and~~modified ~~are~~to ~~due~~the onadjusted ~~demand~~term SOFR rate plus 2.30% per annum adjusted monthly. The interest rate was 6.875% at December 31, 2024.

~~Pursuant~~On toJuly ~~the~~5, ~~terms of the Agreement~~2022, the ~~Rental~~loan ~~Pool~~was ~~Lease~~amended ~~Operation~~again ~~reimbursed~~whereby ~~the~~monthly ~~Company~~principal ~~approximately~~payments of $~~225~~73,~~000~~051 ~~and~~plus ~~$197,000~~interest incommenced ~~2023~~on ~~and~~August ~~2022~~5, ~~respectively,~~2022 ~~for maintenance~~ and ~~housekeeping~~continue ~~labor,~~until ~~use~~July ~~of the telephone lines~~5, ~~and~~2034 ~~other~~at ~~supplies. These~~which ~~reimbursements~~time ~~are reflected as reductions of general and administrative expenses in~~ the ~~accompanying~~balance ~~consolidated~~will ~~statements~~be ~~of operations and changes in member’s equity~~paid.

AtThe ~~December~~loan ~~31,~~is ~~2023~~collateralized ~~and~~by ~~2022~~ the Company's ~~was~~real ~~owed~~and ~~$184~~personal property,~~890~~ ~~and~~the ~~$99,047,~~assignment ~~respectively,~~and/or ~~from~~subordination ~~Innisbrook~~of ~~Condominium~~leases ~~Association,~~and athe ~~third~~Company's ~~party~~management ~~collectively~~agreement ~~owned~~with byan ~~the~~affiliate ~~condominium~~and ~~owners~~guarantees atby ~~Innisbrook~~certain affiliates.

~~All~~Future ~~three~~maturities of the ~~condominiums~~note ~~that~~payable ~~the~~are ~~Company~~as ~~owns~~follows ~~participated~~as inof ~~the~~December ~~Rental Pool under the Agreement in 2023 and 2022~~31, in2024: ~~the same manner as all other Rental Pool participants.~~

8. Paycheck Protection Program Loans


Year ending December 31,
2025	$	876,609
2026		876,609
2027		876,609
2028		876,609
2029		876,609
Thereafter		4,017,788
		8,400,833
Less current portion		(876,609	)
Less unamortized deferred financing costs		(54,393	)
Note payable - non current	$	7,469,831

In June 2021, the Company received a Paycheck Protection Program loan ("PP loan") of $2,000,000 as part of the Coronavirus Aid, Relief and Economic Security Act which is administered by the SBA. The loan bore interest at a rate of 1% per annum and had a term of five years. On June 6, 2022, the Partnership received a notice of forgiveness from the SBA and recognized a gain on loan forgiveness of $2,000,000 in the accompanying 2022 consolidated statement of operations and changes in member's equity. 29

9.Table ~~Note~~of ~~Payable~~ Contents

~~On March 28, 2017, the Company obtained a loan in the amount of fifteen million dollars ($15,000,000) from a bank~~9. ~~The~~Unaudited ~~loan,~~2024 ~~which~~Quarterly ~~had~~Financial a balance of $10,899,876 (before consideration of unamortized deferred financing costs) at December 31, 2021, was initially being repaid over a five-year period in monthly installments of principal plus interest based on a 15-year amortization schedule commencing on May 5, 2017, with the remaining unpaid balance due in full on April 5, 2022. On April 4, 2022, the loan maturity date was extended to July 5, 2022, and the rate of interest was modified to the adjusted term SOFR rate plus 2.30% per annum adjusted monthly. Information

OnThe ~~July~~following 5,tables ~~2022,~~show the ~~loan~~unaudited ~~was~~quarterly ~~amended~~financial ~~again~~information ~~whereby~~for ~~monthly principal payments of $73,051 plus interest commenced on August 5, 2022 and continue until July 5, 2034 at which time~~ the ~~balance will be paid (6~~Company.5% ~~at December 31, 2022).~~

The loan is collateralized by the Company's real and personal property, the assignment and/or subordination of leases and the Company's management agreement with an affiliate and guarantees by certain affiliates.


	March 31, 2024		June 30, 2024		September 30, 2024
Assets	(unaudited)		(unaudited)		(unaudited)
Current assets:
Cash	$	12,173,488	$	9,845,091	$	9,027,825
Receivables:
Accounts, net		3,724,124		3,073,410		2,212,016
Insurance		-		-
Inventories and supplies		1,084,134		1,096,399		1,137,620
Due from affiliates		680,020		59,981		140,043
Prepaid expenses and other current assets		1,055,893		645,229		1,122,969
Total current assets		18,717,659		14,720,110		13,640,473

Property, buildings and equipment, net		33,945,512		34,253,605		34,737,983
Operating lease right-of-use assets		833,594		587,444		1,332,350
Intangibles		4,330,001		4,330,001		4,330,001
Restricted cash		2,050,013		2,027,514		2,027,548
Deposits and other assets		399,960		412,029		404,005
Total assets	$	60,276,739	$	56,330,703	$	56,472,360


Liabilities and Member's Equity
Current liabilities:
Accounts payable	$	2,134,770	$	1,547,233	$	2,266,937
Accrued liabilities		2,653,672		2,061,236		2,728,037
Rental Pool liability		1,375,205		660,629		603,225
Current portion deferred revenues		4,701,415		4,381,014		4,587,666
Due to affiliates		1,086,538		246,016		737,216
Current portion - operating lease		265,949		269,052		377,167
Current portion - finance lease		86,423		87,455		88,500
Current portion - note payable		876,609		876,609		876,609
Total current liabilities		13,180,581		10,129,244		12,265,357

Deferred revenues, net of current portion		1,685,369		1,743,011		1,817,475
Operating lease, net of current portion		567,645		318,392		955,183
Finance lease, net of current portion		261,276		239,021		216,500
Note payable, net of current portion and unamortized deferred financing costs		8,123,052		7,905,311		7,687,571

Total liabilities		23,817,923		20,334,979		22,942,086


Member's equity		36,458,816		35,995,724		33,530,274
Total liabilities and member’s equity	$	60,276,739	$	56,330,703	$	56,472,360

Table of Contents

Future maturities of the note payable are as follows as of December 31, 2023:

          
         Three months ended
March 31, 2024

         Three months ended
June 30, 2024

         Six Months ended 
June 30, 2024

         Three months ended
September 30, 2024

         Nine Months ended 
September 30, 2024

Filing Compare · Salamander Innisbrook, LLC