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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 years ended December 31, ~~2020~~2021 and ~~2019~~2020

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:

~~248~~246 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 x☒

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 x☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ¨ ☐ No x☒

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 x☒

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. x☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 x ☐ Smaller Reporting Company x☒ Emerging Growth Company ☐

~~Emerging Growth Company ¨~~

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

Yes ¨ ☐ No x☒

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 23~~April 15,~~2021~~ 2022.

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 YEARS ENDED DECEMBER 31, ~~2020~~2021 ~~and~~AND ~~2019~~2020

TABLE OF CONTENTS

PART I
	ITEM 1.	BUSINESS	4
	ITEM 1A.	RISK FACTORS	5
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
	ITEM 2.	PROPERTIES	6
	ITEM 3.	LEGAL PROCEEDINGS	6
	ITEM 4.	MINE SAFETY DISCLOSURES	6
PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
	ITEM 6.	SELECTED FINANCIAL DATA	7
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
	ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	11
	ITEM 9A.	CONTROLS AND PROCEDURES	11
	ITEM 9B.	OTHER INFORMATION	12
PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	13
	ITEM 11.	EXECUTIVE COMPENSATION	14
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	14
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	14
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	15
PART IV
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	16
SIGNATURES			42


PART I
	ITEM 1.	BUSINESS	4
	ITEM 1A.	RISK FACTORS	6
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
	ITEM 2.	PROPERTIES	6
	ITEM 3.	LEGAL PROCEEDINGS	6
	ITEM 4.	MINE SAFETY DISCLOSURES	6
PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
	ITEM 6.	SELECTED FINANCIAL DATA	7
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
	ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	11
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	11
	ITEM 9A.	CONTROLS AND PROCEDURES	11
	ITEM 9B.	OTHER INFORMATION	12
PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	12
	ITEM 11.	EXECUTIVE COMPENSATION	13
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	13
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	13
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	14
PART IV
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	15
SIGNATURES			41

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”). 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 72-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 ~~290~~288 condominium owners (representing ~~302~~ 294 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, 72 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 seasonal pricing (peak, shoulder and off-peak) to maximize revenues. The Resort may also experience reduced bookings as a result of hurricane-related concerns.

~~PGA~~Table ~~TOUR~~of ~~Event~~Contents

Inbusiness ~~March~~levels ~~2020, approximately~~during ~~one week from~~ the ~~beginning~~summer ofmonths ~~the~~as ~~2020 PGA Valspar Tournament, Copperhead Charities and~~ the ~~PGA~~hot ~~Tour~~summer ~~notified~~weather usmakes ~~that~~Florida ~~the tournament~~less ~~would~~appealing ~~be cancelled~~ for ~~2020~~group ~~due~~golf tooutings ~~the~~and ~~impacts~~vacation ofdestination ~~the novel coronavirus (“COVID-19”) pandemic~~golfers. NoThe ~~cancellation fees~~Resort ~~were~~uses ~~paid~~seasonal bypricing ~~Copperhead~~(peak, ~~Charities~~shoulder ~~but~~and weoff-peak) ~~were~~to ~~reimbursed~~maximize ~~for our out-of-pocket expenses~~revenues. InThe ~~April~~Resort ~~2021,~~may analso ~~agreement~~experience ~~was~~reduced ~~signed~~bookings ~~to continue~~as ~~the~~a ~~Tournament~~result ~~through~~of ~~2025.~~hurricane-related concerns.

~~Intellectual Property~~PGA TOUR Event

~~The Resort~~In ~~has~~March ~~registered~~2020, ~~service~~approximately ~~marks~~one ~~and~~week ~~domain~~from ~~names~~the ~~that~~beginning ~~are~~of ~~necessary for~~ the ~~Resort~~2020 toPGA ~~effectively~~Valspar ~~conduct~~Tournament, ~~business.~~Copperhead ~~Service~~Charities ~~marks include~~and ~~“Innisbrook”~~the ~~#955489,~~PGA ~~registered~~Tour ~~March~~notified ~~13,~~us ~~1973,~~that ~~and~~ the ~~Innisbrook~~tournament ~~shield~~would ~~logo~~be ~~#955488~~cancelled ~~registered~~for ~~March~~2020 ~~13,~~due ~~1973. The~~to ~~operations~~the impacts of the ~~Resort~~novel ~~are~~coronavirus ~~not~~(“COVID-19”) ~~considered~~pandemic. toNo becancellation ~~dependent~~fees ~~upon~~were ~~the~~paid ~~availability~~by ofCopperhead ~~raw~~Charities ~~materials,~~but ~~nor~~we ~~any~~were ~~adverse~~reimbursed ~~effects~~for ~~that~~our ~~may result~~out-of-pocket ~~from~~expenses. ~~the~~In ~~duration~~April ~~of patents~~2021, ~~licenses,~~an ~~franchises~~agreement orwas ~~concessions~~signed to continue the Tournament through 2025.

~~Competition~~The Valspar Championship, a nationally televised, annual PGA TOUR event, was contest on Innisbrook’s Copperhead course over the dates of April 29 – May 2, 2021. This was a capacity restricted event by the PGA TOUR due to lingering COVID 19 concerns. The TOUR restricted attendance to 12,000 patrons per day. Further, there were mandated elimination of group gatherings, masking guidelines and spacing requirements.

~~Conveniently located~~The ~~near~~2022 Valspar Championship was contested at Innisbook’s Copperhead course over the ~~Florida~~dates ~~Gulf~~of ~~Coast~~March ~~and~~17-20 ~~Tampa~~without ~~International~~any ~~Airport~~COVID related restrictions. Further, the ~~Resort~~tournament isdates ~~located~~returned ~~within~~the ~~900~~event ~~acres~~to ofthe a“Florida ~~dramatically~~Swing” ~~landscaped setting.~~where ~~The~~four ~~Resort~~tournaments ~~competes~~are ~~using~~contested aon ~~unique~~consecutive ~~price/value~~weekends ~~strategy~~in ~~through~~the ~~its~~state. ~~offering~~There ofis ~~spacious~~a ~~accommodations,~~long ~~high~~term ~~levels~~agreement ofbetween ~~customer service,~~the ~~award-winning~~PGA ~~golf~~TOUR, Copperhead Charities and ~~one~~Innisbrook ofthrough the ~~largest~~2025 ~~conference~~event ~~facilities~~to incontest the ~~southeastern~~event ~~United~~on ~~States~~the Copperhead course. ~~The~~This ~~Resort’s~~coincides ~~major competitors~~with ~~are~~the ~~other~~current ~~similar~~agreement ~~golf~~between Valspar and ~~conference-oriented~~the ~~resorts~~PGA inTOUR that expires after the ~~southeastern~~2025 ~~United~~event. ~~States~~Attendance estimates are expected to be roughly 30,000 patrons per day.

~~Research and~~Intellectual ~~Development~~Property

WeThe ~~have~~Resort nohas ~~research~~ registered service marks and ~~development~~domain ~~expenses~~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.

~~Environmental Matters~~Competition

~~Operation of~~Conveniently ~~the~~located ~~golf~~near ~~courses at~~ the ~~Resort~~Florida ~~involves~~Gulf ~~the~~Coast ~~use~~ and ~~storage~~Tampa ofInternational ~~various~~Airport, ~~hazardous~~the ~~materials~~Resort ~~such~~is aslocated ~~herbicides,~~within ~~pesticides,~~900 ~~fertilizers, motor~~acres ~~oils~~of ~~and~~a ~~gasoline.~~dramatically ~~Under~~landscaped ~~various~~setting. ~~federal,~~The ~~state~~Resort ~~and~~competes ~~local~~using ~~laws,~~a ~~ordinances~~unique ~~and~~price/value ~~regulations,~~strategy anthrough ~~owner~~its oroffering ~~operator~~ of ~~real~~spacious ~~property may~~accommodations, ~~become~~high ~~liable~~levels ~~for~~of ~~the~~customer ~~costs~~service, ofaward-winning ~~removal~~golf, orand ~~remediation~~one of ~~certain~~the ~~hazardous~~largest ~~substances~~conference ~~released~~facilities ~~on or~~ in ~~its property. These laws often impose liability without regard to whether~~ the ~~owner~~southeastern orUnited ~~operator knew of, or was responsible for, the release of hazardous substances~~States. As ofThe ~~December~~Resort’s ~~31,~~major ~~2020,~~competitors we are ~~not~~other ~~aware~~similar ofgolf ~~any~~and ~~violations~~conference-oriented ofresorts ~~these~~in ~~laws,~~the ~~ordinances~~southeastern ~~and~~United ~~regulations~~States.

~~Government Regulation~~Research and Development

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~~have ~~responsible~~no ~~for~~research ~~compliance costs incurred at the Resort. The condominiums in the Rental Pool are residential properties~~ and ~~are~~development ~~not subject to ADA~~expenses.

~~Employees~~Environmental Matters

~~At December~~Operation ~~31,~~of ~~2019,~~the wegolf ~~had~~courses ~~518~~at ~~employees;~~the ~~322~~Resort ~~full-time~~involves the use and ~~196~~storage ~~part-time.~~of Atvarious ~~December~~hazardous 31materials such as herbicides, ~~2020~~pesticides, wefertilizers, ~~had~~motor ~~335~~oils ~~employees;~~and ~~217~~gasoline. ~~full-time~~Under various federal, state and ~~118~~ ~~part-time~~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. WeThese ~~also~~laws ~~periodically~~often ~~engage~~impose ~~casual~~liability ~~laborers~~without asregard ~~needed~~to whether the owner or operator knew of, or was responsible for, the release of hazardous substances. As of December 31, 2021, we are not aware of any violations of these laws, ordinances and regulations.

~~Code~~Government ~~of Ethics~~Regulation

~~See~~The ~~Part~~Resort ~~III,~~is ~~Item 10~~subject to the Americans with Disabilities Act (“ADA”) of 1990. The ADA has separate compliance requirements for ~~discussion~~“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 ~~our~~fines ~~Code~~or an award of ~~Business~~damages ~~Conduct~~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.

~~ITEM 1A. RISK FACTORS~~5

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

5Employees

~~ITEM~~At 1BDecember 31, 2021, we had 370 employees; 226 full-time and 144 part-time. ~~UNRESOLVED~~ ~~STAFF~~We ~~COMMENTS~~also periodically engage casual laborers as needed.

~~None.~~Code of Ethics

~~ITEM~~See 2.Part ~~PROPERTIES~~III, Item 10 for discussion of our Code of Business Conduct.

The Resort is situated on approximately 900 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 938 condominium units, 36 of which are strictly residential, with the balance eligible for Rental Pool participation. Of the 902 remaining eligible units, 248, on average, participate in the Rental Pool on a year-to-year basis. See additional discussion in Item 1 under the caption “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 participate in the Rental Pool in the same fashion as all other Rental Pool participants. 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 1,217 and the average of 248 units participating in the Rental Pool at any one time is equivalent to approximately 302 hotel rooms. The Resort complex includes 72 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 Company and have undergone substantial renovation and improvements since we purchased the Resort in 2007.

ITEM 31A. ~~LEGAL~~RISK ~~PROCEEDINGS~~FACTORS

WeNot ~~are~~required ~~currently involved in certain litigation arising from a full-service construction contract we entered (as agent~~ for ~~and~~Smaller onReporting ~~behalf of the Rental Pool participants) with AMH Construction, Inc~~Company. (“AMH”) in the amount of $3,420,670. The renovation was performed as a “Turn-Key” project with each Participating Owner paying their respective share of the total costs. We, and the Lessors' Advisory Committee of the Rental Pool (“LAC”), jointly supervised the renovation. On January 23, 2019, we terminated the contract with AMH for breach of contract, including AMH's failure to complete the renovation work in accordance with the contract schedule. On April 18, 2019, we served a demand letter to AMH asserting damages of $4,423,070 for the additional costs incurred by the Participating Owners and return of deposits made for work that was not performed. On August 30, 2019, we filed a lawsuit in Pinellas County, Florida against AMH seeking damages for breach of contract in the amount of $4,423,070 plus attorney fees and other costs of approximately $364,400 in 2019. On October 31, 2019, AMH filed a response to our suit including a counterclaim in the amount of $890,751, a claim that we deny. AMH alleges in its counterclaim that it was not compensated for work performed. In March 2020, Pinellas County suspended all hearings until further notice due to the COVID-19 pandemic. Due to the early stages of litigation, possible outcomes and impacts to our consolidated financial statements are not yet reasonably determinable; accordingly, our consolidated financial statements do not give effect to any gain or loss that may result from the resolution of these matters.

~~ITEM 4. MINE SAFETY DISCLOSURES~~

~~None~~ITEM 1B. UNRESOLVED STAFF COMMENTS

6None.

~~PART II~~

ITEM 52. ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~PROPERTIES

WeThe Resort is situated on approximately 900 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 938 condominium units, 36 of which are strictly residential, with the balance eligible for Rental Pool participation. Of the 902 remaining eligible units, 246, on average, participate in the Rental Pool on a ~~single~~year-~~member~~to-year ~~limited~~basis. ~~liability~~See ~~company~~additional discussion in Item 1 under the caption “Rental Pool Condominiums.” These condominium units are leased by us from the condominium owners and doused ~~not~~as hotel accommodations for the Resort. We also own three condominium units, all of which participate in the Rental Pool in the same fashion as all other Rental Pool participants. 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 1,217 and the average of 246 units participating in the Rental Pool at any ~~stock~~ one time is equivalent to approximately 294 hotel rooms. ~~Our~~The ~~membership~~Resort ~~interests~~complex includes 72 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 ~~not~~owned ~~publicly~~by ~~traded~~the Company and have undergone substantial renovation and improvements since we purchased the Resort in 2007.

~~There are 902 deeded condominium units allowing Rental Pool participation by their owners, of which three are owned by us.~~

~~The~~ITEM ~~condominium units that are leased to us for Rental Pool participation, are deemed to be securities~~3. ~~These~~LEGAL units 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.PROCEEDINGS

~~Because~~We are currently involved in certain litigation arising from a full-service construction contract we entered (as agent for and on behalf of the Rental Pool ~~Securities~~participants) ~~are~~with ~~real~~AMH ~~estate~~Construction, ~~related~~Inc. (“AMH”) in the amount of $3,420,670. noThe ~~dividends have~~renovation ~~been~~was ~~paid~~performed oras ~~will~~a be“Turn-Key” ~~paid~~project towith each Participating Owner paying their ~~owners~~respective share of the total costs. ~~However~~We, and the Lessors' Advisory Committee of the Rental Pool ~~lease~~(“LAC”), ~~agreements~~jointly ~~provide~~supervised ~~that~~the renovation. On January 23, 2019, we terminated the ~~Rental~~contract ~~Pool~~with ~~participants~~AMH ~~are entitled~~for breach of contract, including AMH's failure to complete the renovation work in accordance with the contract schedule. On April 18, 2019, we served a ~~contractual~~demand ~~distribution~~letter ~~paid~~to ~~quarterly~~AMH asserting damages of $4,423,070 for the additional costs incurred by the Participating Owners and return of deposits made for work that was not performed. On August 30, 2019, we filed a lawsuit in ~~exchange~~Pinellas County, Florida against AMH seeking damages for ~~our~~breach ~~right~~of contract in the amount of $4,423,070 plus attorney fees and other costs of approximately $364,400 in 2019. On October 31, 2019, AMH filed a response to ~~use~~our ~~their~~suit ~~condominium~~including ~~units~~a counterclaim in the ~~Rental~~amount ~~Pool~~of $890,751, a claim that we deny. AMH alleges in its counterclaim that it was not compensated for work performed. In March 2020, Pinellas County suspended all hearings until further notice due to the COVID-19 pandemic. Depositions are currently being conducted and we anticipate the case will go to mediation no later than the end of May 2022. Since it is not possible to predict the outcome of this litigation no effect has been given to any gain or loss that may result from its resolution in our consolidated financial statements.

~~ITEM 6. SELECTED FINANCIAL DATA~~

~~Not~~ITEM ~~required~~4. ~~for~~MINE ~~Smaller~~SAFETY ~~Reporting Company.~~DISCLOSURES

~~ITEM 7~~None. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~Critical Accounting Policies and Estimates~~

The following accounting policies are considered critical to the preparation of our consolidated financial statements. These and other accounting policies require that estimates be made based 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.

~~Revenue Recognition~~6

~~Revenues~~Table ~~are derived from a variety~~ of sources including, but not limited to, hotel, food and beverage operations, retail sales and golf course operations. 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. Revenues from performance obligations satisfied over time include membership dues, annual fees and initiation fees. The membership initiation fees at the Resort are nonrefundable and are initially recorded when received as deferred revenue and amortized over the estimated average life of a membership 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).Contents

~~Intangible~~PART ~~Assets~~II

WeITEM ~~evaluate our indefinite lived intangible assets for impairment annually or at an interim date if a significant event occurs or circumstances indicate that the assets may not be recoverable~~5. ~~Factors~~MARKET weFOR ~~consider~~REGISTRANT’S ~~important,~~COMMON ~~and which could indicate impairment~~EQUITY, ~~include~~RELATED ~~the~~STOCKHOLDER ~~following:~~MATTERS ~~(i) significant~~AND ~~underperformance~~ISSUER ~~relative~~PURCHASES toOF ~~historical~~EQUITY 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.SECURITIES

~~Our~~We ~~intangible assets~~are ~~consist of: (i)~~ a ~~water~~single-member ~~contract;~~limited ~~and~~liability ~~(ii)~~company ~~our trademark~~ and ~~trade~~do ~~name.~~not ~~The~~have ~~valuation~~any ~~of the water contract is based on the projected annual savings associated with having this contract~~stock. ~~The~~Our ~~valuation~~membership ofinterests ~~the~~are ~~trademark~~not ~~and~~publicly ~~trade name is derived from the residual revenue streams from Resort revenues that is attributed to the Innisbrook trade name~~traded. ~~We attribute an indefinite life to both of these intangibles.~~

7There are 902 deeded condominium units allowing Rental Pool participation by their owners, of which three are owned by us.

~~During the~~The ~~years~~condominium ofunits ~~2020~~that ~~and~~are ~~2019,~~leased weto ~~evaluated~~us ~~our~~for ~~intangible~~Rental ~~assets~~Pool participation, ~~and~~are ~~determined~~deemed ~~that~~to be securities. These units are hereinafter referred to as Rental Pool Securities. These securities are deemed securities pursuant to the ~~carrying~~Securities ~~balances~~Act of 1933, as amended, but there is no market for such ~~assets~~securities ~~were~~other ~~recoverable~~than sales through the normal real estate market.

~~Impairment~~Because ofthe ~~Other~~Rental ~~Long-Lived~~Pool ~~Assets~~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 right to use their condominium units in the Rental Pool.

We review our 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. At December 31, 2020 and 2019, we believe the carrying values of our other long-lived assets are recoverable.

~~Loss~~ITEM ~~Contingencies~~6. SELECTED FINANCIAL DATA

WeNot ~~estimate~~required ~~loss~~for ~~contingencies~~Smaller inReporting 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 estimatedCompany.

~~Results of Operations~~

	Year ended December 31,
	2020			%			2019			%			Inc/(dec)			% Chg
Resort revenues:
Room revenues	$	3,760,898			16.8	%	$	7,455,777			19.5	%	$	(3,694,879	)		-49.6	%
Other revenues		18,609,427			83.2	%		30,787,972			80.5	%		(12,178,545	)		-39.6	%
Total revenues		22,370,325			100.0	%		38,243,749			100.0	%		(15,873,424	)		-41.5	%
Costs and expenses:
Operating costs and expenses		9,768,855			43.7	%		16,974,467			44.4	%		(7,205,612	)		-42.4	%
General and administrative		13,343,514			59.6	%		19,456,628			50.9	%		(6,113,114	)		-31.4	%
Condo owner’s renovation contractor default litigation		-			0.0	%		364,421			1.0	%		(364,421	)		100.0	%
Depreciation and amortization		2,506,621			11.2	%		2,194,000			5.7	%		312,621			14.2	%
Total costs and expenses		25,618,990			114.5	%		38,989,516			102.0	%		(13,370,526	)		-34.3	%
Operating loss		(3,248,665	)		-14.5	%		(745,767	)		-2.0	%		(2,502,898	)		335.6	%
Interest expense		(437,667	)		-2.0	%		(672,402	)		-1.8	%		234,735			-34.9	%
Net loss	$	(3,686,332	)		-16.5	%	$	(1,418,169	)		-3.7	%	$	(2,268,163	)		159.9	%

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

~~During~~Critical ~~2020~~Accounting ~~overall~~Policies resort revenues decreased by $15,873,424 or 41.5% compared with the prior year. The decrease in revenues was primarily driven by the COVID-19 pandemic, including the temporary closure of the Resort from March 24, 2020 to May 21, 2020. The decrease in room revenues of 49.6% resulted in decreased food and beverage revenues, included in other resort revenues, of approximately 39.6% compared with the prior year. Total costs and expenses declined year-over-year by $13,370,526 or 34.3% which is attributable to the decrease in revenues across the same period.Estimates

InThe ~~spite~~following ofaccounting ~~this~~policies ~~pandemic,~~are ~~our~~considered ~~revenues~~critical ~~and results~~to ofthe ~~operations~~preparation ~~have~~of ~~improved~~our ~~considerably~~consolidated infinancial ~~2021~~statements. These and weother ~~believe~~accounting policies require that ~~this~~estimates ~~trend~~be ~~will~~made ~~continue~~based ~~throughout~~on ~~2021~~assumptions and ~~beyond. However~~judgment, it iswhich ~~difficult~~can toaffect ~~estimate~~ the ~~length~~reporting orof ~~severity~~revenues, ofexpenses, ~~this~~assets, ~~outbreak~~liabilities and ifdisclosure ~~the~~of ~~pandemic~~contingencies ~~continues,~~in itour ~~could~~consolidated ~~have~~financial anstatements. ~~adverse~~These ~~impact~~estimates and assumptions are based on ~~our~~ ~~consolidated~~historical experience and various other factors that are believed to be reasonable under the circumstances. However, actual results ofmay ~~operations~~differ ~~and~~from ~~financial~~changes ~~position~~in these estimates and assumptions.

~~Legal~~Revenue ~~Entity Structure~~Recognition

~~Salamander~~Revenues ~~Innisbrook,~~are ~~LLC~~derived isfrom a ~~single-member~~variety of sources including, but not limited ~~liability~~to, ~~company with~~hotel, ~~Salamander~~food ~~Farms~~and beverage operations, ~~LLC~~retail assales, golf course operations and commissions on real estate transactions. With the ~~sole~~exception ~~member~~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.

8A 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.

~~Income~~Revenues ~~Tax~~from ~~Status~~performance obligations satisfied over time include membership dues, annual fees and initiation fees. The membership initiation fees at the Resort are nonrefundable and are initially recorded when received as deferred revenue and amortized over the average life of a membership 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).

~~With the~~Intangible exception of an entity owned by Salamander Innisbrook Securities, LLC for which income taxes have been minimal the Company and its subsidiaries are single-member limited liability companies and therefore the results of our operations flow through to our member for inclusion in its income tax returns. Accordingly, no provision or liability for federal or state income taxes has been included in our consolidated financial statements presented in this report.Assets

We ~~have~~ ~~adopted~~evaluate ~~the~~our ~~provisions~~indefinite oflived ~~FASB~~intangible ~~ASC~~assets ~~740-10, Accounting~~ for ~~Uncertainty~~impairment inannually ~~Income~~or ~~Taxes.~~at ~~Under~~an ~~this~~interim ~~topic,~~date weif ~~are~~a ~~required~~significant ~~to evaluate~~event ~~each~~occurs ofor ~~our~~circumstances ~~tax~~indicate ~~positions~~that tothe ~~determine~~assets ifmay ~~they are more likely than~~ not to be ~~sustained if the taxing authority examines the respective position~~recoverable. AFactors ~~tax~~we ~~position~~consider ~~includes an entity’s tax status~~important, asand awhich ~~pass-through~~could ~~entity~~indicate impairment, ~~and~~include the ~~decision~~following: ~~not~~(i) tosignificant ~~file~~underperformance arelative ~~tax return.~~to Wehistorical ~~have evaluated each of our tax positions and have determined that no provision~~ or ~~liability~~projected ~~for~~future ~~income~~operating ~~taxes~~results; is(ii) ~~necessary.~~significant

We 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. Our member files income tax returns in the U.S. federal jurisdiction and the State of Virginia.7

~~Liquidity~~Table ~~and~~of ~~Capital Resources~~Contents

~~Cash~~changes ~~used~~ in ~~operating activities~~the ~~approximated~~manner ~~$3,355,000 in 2020 compared to cash generated by such activities~~ of ~~approximately~~our ~~$1,910,000~~use ~~in 2019, an overall decline~~ of ~~approximately~~the ~~$5,265,000.~~acquired ~~The~~assets ~~significant~~or ~~change~~the ~~resulted~~strategy ~~primarily~~for ~~from an increase in~~ our ~~net~~overall ~~loss~~business; ofand ~~approximately~~(iii) ~~$2,268,000, coupled~~significant ~~with~~negative ~~reductions~~industry inor ~~accounts~~economic ~~payable and accrued liabilities of approximately $2,044,000~~trends.

WeOur ~~used~~intangible ~~cash~~assets consist of ~~approximately~~: ~~$1,202,000~~(i) ~~and~~a ~~$2,478,000~~water ~~for~~contract; ~~investing~~and ~~activities~~(ii) inour ~~2020~~trademark and ~~2019,~~trade ~~respectively~~name. The ~~decline~~valuation of ~~approximately~~the ~~$1,276,000 resulted~~water ~~primarily~~contract ~~because~~is webased ~~incurred~~on ~~deferred~~the ~~contract~~projected ~~costs~~annual ofsavings ~~approximately~~associated ~~$1,843,000~~with inhaving ~~2019~~this ascontract. ~~compared~~The tovaluation ~~$883,000~~ of ~~such~~the ~~costs incurred~~trademark inand ~~2020.~~trade ~~These~~name ~~costs~~is ~~arose~~derived from the ~~payment~~residual ofrevenue ~~cost~~streams ~~overruns arising~~ from ~~renovation~~Resort ofrevenues ~~condominiums~~that ~~used~~is inattributed to the ~~Rental~~Innisbrook ~~Pool~~trade name. We attribute an indefinite life to both of these intangibles.

WeDuring generated cash from financing activities of approximately $4,817,000 and $154,000 in 2020 and 2019, respectively. The increase of approximately $4,646,000 resulted primarily from proceeds of approximately $3,394,000 we received under a Paycheck Protection Program loan. This Paycheck Protection Program loan was forgiven by the ~~Small~~years ~~Business~~ending ~~Association~~December ~~on June 28~~31, 2021. Inand ~~addition~~2020, we ~~paid~~evaluated ~~approximately $533,000 under certain finance lease obligations that did not recur in 2020 and~~ our ~~actual~~intangible ~~cash repayments under our other note payable were approximately $580~~assets,~~000 less~~ inand ~~2020~~determined ~~because~~that ~~our~~the ~~lender~~carrying ~~allowed~~balances usof ~~to offset scheduled payments under~~ such ~~note~~assets ~~with~~were ~~restricted cash of $500,000 held in escrow~~recoverable.

~~Our~~Impairment ~~results~~ of ~~operations~~Other ~~have improved considerably in 2021 as various restrictions resulting from the COVID 19 pandemic have been relaxed. However, the COVID~~Long-19Lived pandemic remains a rapidly evolving situation. The extent of the impact of COVID-19 on our business and financial results will depend on future developments, including the duration and spread of the outbreak within the markets in which we operate, government actions and programs, and the related impact on consumer confidence and spending, all of which are highly uncertain.Assets

~~Irrespective~~We ofreview ~~the~~our ~~above,~~other welong-lived ~~believe~~assets ~~that~~for ~~our~~impairment ~~cash~~if ona ~~hand~~significant ~~and~~event ~~additional cash~~occurs ~~generated~~or ~~from~~circumstances ~~operations~~arise ~~will~~that indicate the assets may not be ~~adequate~~recoverable toby ~~meet~~comparing the carrying values of the assets with their estimated future undiscounted cash flows. In reviewing impairment of our ~~obligations~~long-lived ~~(both~~assets, ~~capital~~we ~~and~~review the recent operating) ~~for~~and pricing trends with the ~~next~~financial ~~twelve~~performance ~~months,~~of ~~and~~the ~~that if~~Resort ~~any~~in ~~short-term~~the ~~cash~~aggregate ~~needs~~for ~~are~~material ~~necessary~~variances ~~that~~from our ~~member~~expectations ~~will~~of ~~continue~~the toResort’s ~~provide~~revenues. ~~capital~~At toDecember ~~fund~~31, ~~some~~2021, ~~needs~~we believe the carrying values of our other long-lived assets are recoverable.

AtLoss December 31, 2020, we are obligated under a note payable that requires balloon and other payments of approximately $11,900,000 through April 2022. We do not currently have the cash to pay the balloon payment on such indebtedness due in April 2022 but believe we will be able to refinance it prior to its maturity. In addition, we have violated certain covenants included in the loan agreement however the lender has waived their rights with respect to such acceleration and we believe they will continue to provide forbearance with such violations.Contingencies

~~Environmental~~We ~~Matters~~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.

~~None.~~Results of Operations

~~Off Balance Sheet Arrangements~~

We do not have any unconsolidated subsidiaries.


	Year ended December 31,
	2021		%		2020		%		Inc/(dec)		% Chg
Resort revenues:
Room revenues	$	6,967,712	20.1	%	$	3,760,898	16.8	%	$	3,206,814	85.3	%
Other revenues		27,641,314	79.9	%		18,609,427	83.2	%		9,031,887	48.5	%
Total revenues		34,609,026	100.0	%		22,370,325	100.0	%		12,238,701	54.7	%

Costs and expenses:
Operating costs and expenses		17,365,673	50.2	%		9,768,855	43.7	%		7,596,818	77.8	%
General and administrative		14,974,490	43.3	%		13,343,514	59.6	%		1,630,976	12.2	%
Depreciation and amortization		2,592,004	7.5	%		2,506,621	11.2	%		85,383	3.4	%
Total costs and expenses		34,932,167	100.9	%		25,618,990	114.5	%		9,313,177	36.4	%
Operating income (loss)		(323,141)	-0.9	%		(3,248,665)	-14.5	%		2,925,524	-90.1	%
Gain on forgiveness of Paycheck
Protection Program loan		3,394,500	9.8	%		—	0.0	%		3,394,500	100.0	%
Interest expense		(348,771)	-1.0	%		(437,667)	-2.0	%		88,896	-20.3	%
Net income (loss)	$	2,722,588	7.9	%	$	(3,686,332)	-16.5	%	$	6,408,920	-173.9	%

We do not have any relationships with unconsolidated entities or unconsolidated financial partnerships of the type often referenced as structured finance or special purpose entities, i.e., unconsolidated entities established for the purpose of facilitating off balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities. Accordingly, we believe we are not materially exposed to any market, credit, liquidity or financing risk that could arise if we had engaged in such relationships.

During 2021 overall resort revenues increased by $12,238,701 or 54.7% compared with the prior year. The increase in revenues was primarily driven by the ongoing recovery from the COVID-19 pandemic. During March 24, 2020 to May 21, 2020, there was a temporary closure of the Resort. Total costs and expenses increased year-over-year by $9,313,177 or 36.4% which is attributable to inflation and the increase in revenues across the same period.

~~Contractual~~Our ~~Commitments~~revenues and results of operations improved considerably in 2021 as activity at the Resort increased due to certain restrictions imposed by the COVID 19 pandemic were relaxed.

~~The following is a summary of our contractual obligations as of December 31, 2020:~~8

Contractual Obligations	Total		2021		2022		2023
Operating lease obligation (1)	$	828,479	$	358,103	$	374,219	$	96,157
Interest payments on outstanding lease obligation (3)		43,303		29,355		13,240		708
Total	$	871,782	$	387,458	$	387,459	$	96,865
Long term debt obligation (1)	$	11,819,355	$	919,479	$	10,899,876
Paycheck Protection Program Loan (2)		3,394,500
Interest payments on outstanding debt obligation (3)		822,565		506,121		316,444
Total	$	16,036,420	$	1,425,600	$	11,216,320

Table of Contents

In April 2020, we received a Paycheck Protection Program loan ("PPP loan") of $3,394,500. At December 31, 2020, the loan had an interest rate of 1% and a term of 5 years, however under the program, the loan, and related accrued interest, was eligible to be forgiven by the Small Business Administration (“SBA”) ~~Amounts~~ ~~include~~for ~~principal~~costs ~~payments~~we ~~only~~incurred for payroll, rent, utilities, and other allowable expenses in 2020. In 2020, we used the full amount received from the PPP loan for eligible expenses and in 2021 received notice that the entire PPP loan had been forgiven by the Small Business Administration. As such, we recognized a gain on the extinguishment of the debt in the amount of the indebtedness in our 2021 consolidated statement of operations.

~~(2) We~~In ~~applied~~June ~~for~~2021, ~~forgiveness~~we ~~for~~received ~~the~~a second Paycheck Protection Program ~~Loan~~loan of $2,000,000 that has an interest rate of 1% and ~~were~~a ~~granted~~term ~~full~~of ~~forgiveness~~5 ~~from~~years. The loan and related accrued interest, are eligible to be forgiven by the Small Business Administration as(“SBA”) ofassuming ~~June~~we 28used the proceeds for eligible costs (i.e. payroll, rent, utilities, and other allowable expenses). In 2021, we used the full amount received from the PPP loan for eligible expenses and will apply for forgiveness of such debt by the Small Business Administration in 2022.

~~(3) Projected~~Legal ~~interest~~Entity ~~payments are based on the outstanding principal amounts and interest rates at December 31, 2020~~Structure

~~ITEM~~Salamander ~~7A.~~Innisbrook, ~~QUANTITATIVE~~LLC ~~AND~~is ~~QUALITATIVE~~a ~~DISCLOSURES~~single-member ~~ABOUT~~limited ~~MARKET~~liability ~~RISK~~company with Salamander Farms, LLC as the sole member.

~~Market~~Income ~~risks~~Tax 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 sheets at December 31, 2020 and 2019, 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.Status

WeWith ~~are~~the ~~obligated~~exception ~~under~~of aan ~~note~~entity ~~payable~~owned ~~with~~by ~~interest~~Salamander ofInnisbrook ~~the~~Securities, ~~One~~LLC ~~Month LIBOR~~for ~~rate~~which ~~plus~~income ~~two~~taxes have been minimal the Company and aits ~~quarter~~subsidiaries ~~percent~~are ~~(2.25%)~~single-member ~~per~~limited ~~annum~~liability ~~adjusted~~companies ~~monthly~~and ontherefore the ~~first~~results ~~day~~ of ~~each~~our ~~LIBOR~~operations ~~interest~~flow ~~period.~~through ~~The~~to ~~loan is~~our ~~collateralized~~member byfor ~~our~~inclusion ~~real~~in ~~and~~its ~~personal~~income ~~property~~tax ~~and~~returns. Accordingly, ~~guarantees~~no ofprovision ~~certain~~or ~~affiliates.~~liability Asfor offederal ~~December~~or ~~31,~~state ~~2020~~income ~~and~~taxes ~~2019,~~has ~~this~~been ~~notes payable~~included ~~consisted~~in ofour ~~the~~consolidated ~~following:~~financial statements presented in this report.

Mortgage Loan	Principal as of December 31, 2020			Interest Rate as of December 31, 2020			Principal as of December 31, 2019			Interest Rate as of December 31, 2019			Maturity Date
Branch Banking and Trust Company (BB&T)	$	11,819,355			2.4375	%	$	12,492,878			4.0625	%	April 5, 2022
Less unamortized debt issuance costs		(87,244	)					(156,320	)
Total Notes Payable less unamortized issuance costs	$	11,732,111					$	12,336,558

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.

We ~~also~~evaluate ~~were~~the ~~obligated~~validity ~~under~~of aour ~~Paycheck~~conclusions ~~Protection~~regarding ~~Loan~~uncertain ofincome ~~$3,394,500 at~~tax ~~December~~positions ~~31,~~on ~~2020,~~an ~~however~~annual ~~such~~basis ~~loan~~to ~~was~~determine ~~forgiven~~if byfacts or circumstances have arisen that might cause us to change our judgment regarding the ~~Small~~likelihood ~~Business~~of ~~Administration~~a tax position’s sustainability under examination. Our member files income tax returns in ~~2021~~the U.S. federal jurisdiction and the State of Virginia.

~~ITEM~~Liquidity 8.and ~~CONSOLIDATED~~Capital ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Resources

~~See~~Cash ~~Consolidated~~generated ~~Financial~~from ~~Statements~~operating ~~and~~activities ~~Supplementary~~approximated ~~Data~~$1,077,000 ~~starting on~~in ~~page 20~~2021 compared to cash used by such activities of approximately $3,355,000 in 2020, an improvement of approximately $4,432,000. The change resulted primarily from the net changes in the following:

10● Our results of operations (exclusive of a non-cash gain on the extinguishment of a Paycheck Protection Program loan) improved by approximately $3,014,000 in 2021 as compared to 2020 as activity at the Resort increased.

~~ITEM~~● 9Cash provided by operating assets and liabilities approximated $513,000 in 2021 as compared to cash used by such assets and liabilities of approximately $2,340,000 in 2020; an improvement of $2,853,000. ~~CHANGES~~This INimprovement ~~AND~~was ~~DISAGREEMENTS~~due ~~WITH~~to ~~ACCOUNTANTS~~timing ONof ~~ACCOUNTING~~cash ~~AND~~flows ~~FINANCIAL~~and/or ~~DISCLOSURE~~in certain cases (e.g. accounts receivable) growth resulting from increased revenues.

~~None~~● Net cash outflows arising from affiliate receivables and payables were approximately $1,333,000 greater in 2021 than 2020.

~~ITEM~~We 9Aused cash of approximately $931,000 and $1,202,000 for investing activities in 2021 and 2020, respectively. The ~~CONTROLS~~decline ~~AND~~of ~~PROCEDURES~~approximately $271,000 resulted because the 2021 decline in payments for deferred contract costs of approximately $723,000 (most of the costs in securing five year contracts from Rental Pool participants were incurred prior to December 31, 2020) were partially offset by increased equipment purchases of approximately $453,000 in 2021.

~~Evaluation~~We generated cash from financing activities of ~~Disclosure~~approximately ~~Controls~~$1,081,000 in 2021 and ~~Procedures~~$4,817,000 in 2021 and 2020, respectively. The decrease of approximately $3,736,000 resulted primarily from the receipt of non-recurring member contributions of approximately

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, 2020 and 2019, 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, 2020 and 2019, our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting as discussed below.9

~~Notwithstanding~~Table such material weaknesses, which are described below in Management’s Report on Internal Control over Financial Reporting, we have concluded that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our consolidated financial position, results of ~~operations and cash flows for the periods presented in conformity with GAAP.~~Contents

~~Management’s~~$2,096,000 ~~Report~~in on2020. In ~~Internal~~addition, ~~Controls~~proceeds ~~Over~~from Paycheck ~~Financial~~Protection ~~Reporting~~Program loans were $1,394,500 greater in 2020 compared to 2021.

WeOur ~~are~~results ~~responsible~~of ~~for~~operations ~~establishing~~improved ~~and~~considerably ~~maintaining~~in ~~adequate~~2021 ~~internal control over financial reporting,~~ as ~~such~~various ~~term~~restrictions isresulting ~~defined~~from inthe ~~Rules 13a-15(f)~~COVID ~~and~~19 ~~15d-15(f)~~pandemic ofwere ~~the Exchange Act~~relaxed. ~~Our~~However, ~~internal~~the ~~control system~~COVID‐19 ~~was~~pandemic ~~designed~~remains toa ~~provide~~rapidly ~~reasonable~~evolving ~~assurance~~situation. The ~~regarding~~extent ~~the reliability~~ of ~~financial reporting and~~ the ~~preparation~~impact of ~~consolidated financial~~COVID‐19 ~~statements~~on ~~for~~our ~~external~~business ~~purposes,~~and infinancial ~~accordance~~results ~~with~~will ~~generally~~depend ~~accepted~~on ~~accounting~~future ~~principles.~~developments, ~~Because~~including ofthe ~~inherent~~duration ~~limitations, a~~and ~~system~~spread of ~~internal~~the ~~control~~outbreak ~~over~~within ~~financial~~the ~~reporting~~markets ~~may~~in ~~not~~which ~~prevent~~we ~~or detect misstatements. Also~~operate, ~~projections~~government ofactions ~~any~~and ~~evaluation~~programs, ~~of effectiveness~~and ~~to future periods are subject to~~ the ~~risk~~related ~~that~~impact ~~controls~~on ~~may~~consumer ~~become~~confidence ~~inadequate~~and ~~due to change in conditions~~spending, orall ~~that the degree~~ of ~~compliance~~which ~~with~~are ~~the~~highly ~~policies or procedures may deteriorate~~uncertain.

~~Under~~Irrespective ~~the~~of ~~supervision and with~~ the ~~participation~~above, ofwe ~~our~~believe ~~management, including~~that our ~~Chief~~cash ~~Executive~~on ~~Officer~~hand and ~~Chief~~additional ~~Financial~~cash ~~Officer,~~generated wefrom ~~conducted~~operations anwill ~~evaluation~~be ofadequate ~~the~~to ~~effectiveness~~meet of our ~~internal~~obligations ~~controls over~~(both ~~financial~~capital ~~reporting as of December 31, 2020~~ and ~~2019, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013~~operating). ~~Based~~for on the ~~assessment,~~next ~~management~~twelve ~~concluded that~~months, ~~as of December 31, 2020~~ and ~~2019,~~that ~~the~~if ~~Company’s~~any ~~internal~~short-term ~~control~~cash ~~over~~needs ~~financial~~are ~~reporting~~necessary ~~was~~that ~~not~~our ~~effective~~member aswill acontinue ~~result~~to ofprovide ~~the~~capital ~~material weaknesses~~to ~~described~~fund ~~below~~some needs.

We ~~restated~~are ~~the~~obligated ~~opening~~under ~~balance~~a ofnote ~~our~~payable ~~Member’s~~that ~~equity~~requires asa balloon payment of ~~January~~ 1approximately $10,746,000 ~~2019~~in July 2022. ~~This~~On ~~restatement~~April ~~resulted~~4, ~~because~~2022, ~~our~~the ~~disclosure~~loan ~~controls~~maturity ~~were~~date ~~not~~was ~~adequate~~extended to ~~recognize~~July ~~that~~5, 2022. We are currently in negotiations with the ~~results~~lender ofto ~~operations~~ refinance the indebtedness and ~~financial~~anticipate ~~position~~being ofable ~~certain~~to ~~entities~~consummate ~~previously~~a ~~reflected~~long-term asrefinancing ~~affiliates~~. In ~~should~~the ~~have~~absence ~~been~~of ~~included~~same inwe ~~our~~will ~~consolidated~~rely ~~financial statements~~on the member’s support to satisfy the obligation.

~~This~~Environmental ~~annual report does not include an attestation report of our registered certified public accounting firm regarding internal control over financial reporting.~~Matters

11 None.

~~Remediation~~Off ~~Efforts~~Balance toSheet ~~Address Material Weaknesses~~Arrangements

We ~~are~~do ~~committed~~not tohave ~~maintaining~~any aunconsolidated ~~strong internal control environment~~subsidiaries. In response to the identified material weaknesses, management, with the oversight of the Audit Committee of the Board of Directors, has taken actions toward the remediation of the respective material weaknesses in internal control over financial reporting as outlined below.

InWe ~~2019~~do ~~and~~not ~~2020,~~have weany ~~terminated~~relationships ~~the~~with ~~employment~~unconsolidated ofentities ~~those individuals~~or ~~who~~unconsolidated ~~lacked~~financial partnerships of the ~~appropriate~~type ~~level~~often ofreferenced ~~knowledge~~as ~~and~~structured ~~experience~~finance ~~with~~or ~~generally~~special ~~accepted~~purpose ~~accounting~~entities, ~~principles~~i.e., ~~and~~unconsolidated ~~hired~~entities ~~a new~~established ~~Director~~for the purpose of ~~Finance.~~facilitating ~~Additionally~~off balance sheet arrangements or other contractually narrow or limited purposes. Further, we ~~hired~~have annot ~~outside~~guaranteed ~~consultant~~any ~~who~~obligations isof ~~trained~~unconsolidated ~~and~~entities ~~experienced~~nor indo ~~internal~~we ~~controls,~~have ~~reporting and~~any ~~accounting~~commitment ~~for~~or ~~SEC~~intent ~~reporting~~to ~~companies~~provide inadditional ~~our~~funding ~~industry.~~to ~~And~~any ~~finally~~such entities. Accordingly, ~~the~~we ~~oversight~~believe ofwe ~~internal~~are ~~controls~~not ~~and~~materially ~~financial~~exposed ~~reporting has~~to ~~been~~any ~~transitioned~~market, tocredit, ~~our~~liquidity ~~parent’s~~or ~~corporate~~financing ~~accounting~~risk ~~department~~that could arise if we had engaged in such relationships.

WeContractual will continue to make improvements to our internal controls and monitoring procedures as necessary to ensure consistent application of generally accepted accounting principles and to allow for more effective monitoring of compliance. We believe the steps taken above will remediate the material weakness described above as of the date of this report.Commitments

~~Changes~~The infollowing ~~Internal~~is ~~Control~~a ~~over~~summary ~~Financial~~of ~~Reporting~~our contractual obligations as of December 31, 2021:

In 2019 and 2020, we terminated the employment of those individuals who lacked the appropriate level of knowledge and experience with generally accepted accounting principles, and hired a new Director of Finance. Additionally, we hired an outside consultant who is trained and experienced in internal controls, reporting and accounting for SEC reporting companies in our industry. And finally, the oversight of internal controls and financial reporting has been transitioned to our parent’s corporate accounting department.


Contractual Obligations	Total		2022		2023
Operating lease obligation (1)	$	470,376	$	374,219	$	96,157
Interest payments on outstanding lease obligation (3)		13,948		13,240		708
Total	$	484,324	$	387,459	$	96,865

Long term debt obligation (1)	$	10,899,876	$	10,899,876
Paycheck Protection Program Loan (2)		2,000,000		2,000,000
Interest payments on outstanding debt obligation (3)		86,089		86,089
Total	$	12,985,965	$	12,985,965

We(1) ~~will~~Amounts ~~continue~~include toprincipal ~~make~~payments improvements to our internal controls and monitoring procedures as necessary to ensure consistent application of generally accepted accounting principles and allow for more effective monitoring of compliance. Management believes the steps taken above has remediated the material weakness described above as of the date of this report.only

~~ITEM~~(2) ~~9B.~~We ~~OTHER~~are ~~INFORMATION~~applying for forgiveness for the Paycheck Protection Program Loan that was received on June 15, 2021.

~~None.~~(3) Projected interest payments are based on the outstanding principal amounts and interest rates at December 31, 2021

12 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~PART III~~Market 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,

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

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

Name	Age	Position
Prem Devadas	64	Manager
Dale Pelletier	61	CFO, Salamander Hospitality LLC

2021, 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.

~~Biographical~~We ~~Information~~are obligated under a note payable with interest of the One Month LIBOR rate plus two and a quarter percent (2.25%) per annum adjusted monthly on the first day of each LIBOR interest period. The loan is collateralized by our real and personal property and guarantees of certain affiliates. As of December 31, 2021, this notes payable consisted of the following:

Prem Devadas, Manager, is a thirty plus year 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 new 255 room ultra-luxury hotel opened in August 2004.

Dale Pelletier, Chief Financial Officer, is a thirty 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.


	Principal as of		Interest Rate as of		Principal as of		Interest Rate as of
Mortgage Loan	December 31, 2021		December 31, 2021		December 31, 2020		December 31, 2020		Maturity Date
Truist Bank (formerly known as Branch Banking and Trust Company (BB&T))	$	10,899,876	2.4375	%	$	11,819,355	2.4375	%	July 5, 2022
Less unamortized debt issuance costs		(18,172)				(87,244)
Total Notes Payable less unamortized issuance costs	$	10,881,704			$	11,732,111

~~Directors and Officers Insurance~~

~~The~~We ~~Company~~are ~~maintains~~also ~~directors’~~obligated ~~and~~under ~~officers’~~a ~~liability insurance~~Paycheck ~~that~~Protection ~~insures~~Loan ~~our~~of ~~Salamander officers~~$2,000,000 ~~managers~~at ~~and~~December ~~committee members from claims arising out of an alleged wrongful act by such persons while acting as executive officers~~31, ~~managers~~2021; ~~or committee members of our company~~however, ~~and~~we itexpect ~~insures~~such ~~our~~loan ~~company~~ to ~~the~~be ~~extent~~forgiven ~~that we~~by ~~have~~the ~~indemnified~~Small ~~our~~Business ~~officers, managers and committee members for such loss~~Administration.

~~Indemnification~~

~~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~~8. ~~Our~~CONSOLIDATED ~~organizational~~FINANCIAL ~~documents also~~STATEMENTS ~~provide~~AND ~~that~~SUPPLEMENTARY ~~our officers, committee members and managers shall be exculpated from monetary damages to us to the fullest extent permitted under applicable law.~~DATA

~~Code~~See ofConsolidated ~~Ethics~~Financial Statements and Supplementary Data starting on page 20.

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.

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

~~ITEM 11~~None. ~~EXECUTIVE COMPENSATION~~

~~Summary Compensation Table~~

~~The~~ITEM ~~following~~9A. ~~tables~~CONTROLS ~~set~~AND ~~forth the remuneration paid, distributed or accrued by us during the years ended December 31, 2020 and 2019 to our executive officers.~~PROCEDURES

Name and Principal Position			Salary and Commission		Bonus		Other Annual Compensation		All Other Compensation
Prem Devadas, Manager	2020	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer	2020	$	—	$	—	$	—	$	—
Prem Devadas, Manager (1)	2019	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer (1)	2019	$	—	$	—	$	—	$	—

Evaluation of Disclosure Controls and Procedures

~~(1)~~We ~~Messrs.~~maintain ~~Devadas~~disclosure controls and ~~Pelletier~~procedures ~~are~~(as ~~not~~defined ~~compensated~~in ~~directly~~Rule 15d by-15 usunder ~~for~~the ~~services~~Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be reported in our ~~executive~~SEC ~~officers;~~filings ~~rather~~is ~~they~~recorded, ~~receive~~processed, ~~compensation~~summarized ~~from~~and anreported ~~affiliate~~within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our ~~member~~management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to ~~whom~~allow timely decisions regarding required disclosure. At December 31, 2021, under the direction of our Chief Executive Officer and Chief Financial Officer, we ~~pay~~evaluated ~~management~~the ~~fees~~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, 2021, our disclosure controls and procedures were effective.

~~ITEM~~Management’s ~~12.~~Report ~~SECURITY~~on ~~OWNERSHIP~~Internal OFControls ~~CERTAIN~~Over ~~BENEFICIAL~~Financial ~~OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Reporting

We are ~~wholly~~responsible ~~owned~~for byestablishing ~~Salamander~~and ~~Farms~~maintaining adequate internal control over financial reporting, ~~LLC~~as ~~which~~such ~~has~~term ~~sole~~is ~~voting~~ defined in Rules 13a-15(f) and ~~dispositive~~15d-15(f) ~~power~~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 ~~our~~financial ~~interests~~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.

~~ITEM~~Under 13the 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, 2021, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). ~~CERTAIN~~Based ~~RELATIONSHIPS~~on ~~AND~~the ~~RELATED~~assessment, ~~TRANSACTIONS~~management ~~AND~~concluded ~~DIRECTOR~~that, ~~INDEPENDENCE~~as of December 31, 2021, the Company’s internal control over financial reporting was effective.

~~(a) Transactions with Management and Others~~11

~~None.~~Table of Contents

~~(b)~~This ~~Certain~~annual ~~Business~~report ~~Relationships~~does not include an attestation report of our registered certified public accounting firm regarding internal control over financial reporting.

~~Under~~Changes the Master Lease Agreement (the “Agreement” or “MLA”) with the Rental Pool participants, the Resort pays 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~~Internal ~~Agreement.~~Control ~~Additionally,~~over ~~occupancy~~Financial ~~fees~~Reporting 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. During the years ended December 31, 2020 and 2019, amounts available to Participants under the Agreement approximated $1,451,000 and $2,702,000, respectively, and during such years we paid Participants approximately $1,210,000 and $2,839,000, respectively.

OnThere ~~August~~have ~~20,~~been ~~2018,~~no ~~the~~changes ~~Second~~in ~~Addendum~~our tointernal ~~the~~control ~~Master~~over ~~Lease Agreement~~financial ~~became~~reporting ~~effective.~~that ~~The~~occurred ~~addendum~~during ~~defined~~our ~~the~~last ~~Turn-Key~~fiscal ~~renovation,~~year ~~the customization of certain units~~ that ~~did~~have ~~not~~materially ~~require a full renovation~~affected, ~~and~~or ~~provided~~are ~~for~~reasonably anlikely ~~incentive payment plan (“Incentive”)~~ to bematerially ~~paid to Participants. The Incentive provides for a quarterly payment to each Participant~~affect, ~~beginning~~our oninternal ~~January~~control 1,over ~~2019~~financial ~~and ending on December 31, 2023, so long as their units continue to participate in the Rental Pool~~reporting. Incentive payments due as of December 31, 2020 and December 31, 2019 totaled $60,090 and $40,790, respectively, which amounts are included in the Rental Pool liability on the respective consolidated balance sheets.

On July 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. 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 is being amortized over the five-year term of the Participants lease dedication beginning January 1, 2019 and ending on December 31, 2023.

14 ITEM 9B. OTHER INFORMATION

~~Pursuant~~Land toDevelopment ~~the terms of the Agreement, the Rental Pool Lease Operation reimbursed us approximately $153,000~~ and ~~$142,000~~Sale ~~in December 31, 2020 and 2019, respectively for maintenance and housekeeping labor, use of the telephone lines, and other supplies.~~Contract

~~All~~On ~~three~~April ~~condominiums~~13, ~~that~~2021, wethe ~~own~~Company ~~participated~~entered ininto an Agreement for the ~~Rental Pool~~Sale ~~under~~and Purchase of Real Property with Toll Bros., Inc. for the ~~Agreement~~sale inand residential development of approximately 53 acres of land along the ~~same~~northern ~~manner~~boundary asof ~~all~~the property. The sale is contingent upon approval of a land use plan amendment and an amendment to the RPD master plan for Innisbrook from Pinellas County and other ~~Rental~~governmental ~~Pool~~agencies. ~~participants~~The Company filed a plan amendment application with Pinellas County on December 15, 2021. The Company expects to obtain the necessary approvals in ~~2020~~July ~~and~~2022, ~~2019~~subject to any appeals.

At December 31, 2020 and 2019, accounts receivable, net includes $132,075 and $172,703, respectively, due from Innisbrook Condominium Association, a third party collectively owned by the condominium owners at Innisbrook. These receivables were recovered in 2021 and 2020, respectively.

~~We incurred management fees to an affiliate of approximately $662,000 and $1,129,000 in December 31, 2020 and 2019, respectively.~~

We had amounts due to the Innisbrook Rental Pool Lease Operation for the quarterly distribution of $325,081 and $528,001 at December 31, 2020 and 2019, respectively. These amounts, which include the incentives of $60,090 and $40, 790, respectively discussed above, were paid in 2021 and 2020, respectively.PART III

AtITEM ~~December 31, 2020 and 2019, we owed an affiliate approximately $1,780,000 and $1,764,000, respectively~~10. The differences between these amounts and the balances of the due to affiliates in our consolidated balance sheets arise from various affiliate receivables; none of which are significant. The affiliate receivables and payables are unsecuredDIRECTORS, ~~non-interest~~ ~~bearing~~EXECUTIVE ~~and~~OFFICERS ~~due~~AND onCORPORATE ~~demand.~~GOVERNANCE

~~(c)~~Set ~~Indebtedness~~forth ofbelow ~~Management~~is information about our executive officers:

~~None.~~

(d) Transactions with Promoters

Name	Age	Position
Prem Devadas	64	Manager
Dale Pelletier	62	CFO, Salamander Hospitality LLC

~~Not applicable.~~

~~ITEM~~Biographical ~~14. PRINCIPAL ACCOUNTING FEES AND SERVICES~~Information

Prem Devadas, Manager, is a thirty plus year veteran of the hospitality industry. After ten years with The ~~following~~Potomac ~~fees~~Hotel ~~were~~Group ~~incurred~~in ~~from~~Washington, ~~Cherry~~DC, ~~Bekaert~~he ~~LLP~~left the Regional Director of Operations position to manage the lodging portfolio for ~~services provided~~CCA Industries whose holdings include The Jefferson Hotel in ~~the~~Richmond, ~~years~~VA, ~~ended~~The ~~December~~Hermitage 31Hotel in Nashville, ~~2020~~TN and ~~2019~~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 new 255 room ultra-luxury hotel opened in August 2004.

~~Audit~~Dale ~~Fees~~Pelletier, ~~were~~Chief ~~$75~~Financial Officer,~~000~~ ~~for~~is ~~each~~a thirty plus year veteran of the ~~fiscal~~hospitality ~~years~~industry. ~~ended~~Mr. ~~December 31~~Pelletier oversees the company’s financial, ~~2020~~accounting, tax, information systems, treasury, planning and ~~2019~~reporting activities. His extensive experience with over seventy hotels includes full service, ~~respectively~~limited service, all suites, resorts and condominium hotels both at the property and corporate levels. He also served as Chief Financial Officer for ~~professional~~MEI ~~services~~Hotels, ~~rendered~~a hotel development, ownership, management and investment group. He was responsible for all financial activities for the ~~audit~~company’s ofmanaged ~~our~~and ~~annual~~asset ~~consolidated~~managed ~~financial~~hotels, ~~statements~~construction and ~~services~~ ~~that~~development ~~are~~projects ~~normally~~and ~~provided~~three byprivate ~~the~~equity ~~auditors~~funds. inPrior ~~connection~~to ~~with~~MEI, ~~statutory~~Mr. ~~filings~~Pelletier orwas ~~engagements~~Chief Financial Officer for ~~those~~the ~~fiscal~~US ~~years~~operations of City Hotels, an international hotel and airline company listed on the Brussels stock exchange, with hotels in the US and Europe.

~~Audit-Related~~Directors ~~Fees:~~and ~~None.~~Officers Insurance

~~Tax~~The ~~Fees:~~Company ~~None~~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.

~~All other fees: None.~~12

15 Table of Contents

~~PART IV~~Indemnification

~~ITEM~~Our 15organizational documents provide that we shall indemnify our officers, committee members and managers against certain liabilities to the fullest extent permitted under applicable law. ~~EXHIBITS~~Our organizational documents also provide that our officers, ~~CONSOLIDATED~~committee ~~FINANCIAL~~members ~~STATEMENT~~and ~~SCHEDULES~~managers shall be exculpated from monetary damages to us to the fullest extent permitted under applicable law.

~~Consolidated~~Code ~~Financial~~of ~~Statements and Schedules~~Ethics

~~The~~Our ~~consolidated~~Code ~~financial~~of ~~statements~~Business Conduct applies to all of our officers and ~~exhibits~~other employees. Our Code of Business Conduct was filed as ~~part~~Exhibit ~~of this~~14.1 ~~annual~~to ~~report~~our Annual Report on Form 10-K ~~are~~filed ~~listed~~with onthe ~~pages~~SEC 20on ~~and~~April 344, ~~and~~2011. ~~are~~You ~~incorporated~~may also ~~herein~~obtain a free copy of our Code of Ethics by ~~reference~~writing to our attention at 36750 US Highway 19 North, Palm Harbor, FL 34684.

~~INDEX~~ITEM TO11. ~~CONSOLIDATED~~EXECUTIVE ~~FINANCIAL STATEMENTS~~COMPENSATION

	Page
Consolidated Financial Statements of Salamander Innisbrook, LLC
Report of Independent Registered Public Accounting Firm	18
Consolidated Balance Sheets as of December 31, 2020 and 2019	20
Consolidated Statements of Operations and Changes in Member’s Equity for the years ended December 31, 2020 and 2019	21
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019	22
Notes to Consolidated Financial Statements	23
Supplemental Schedules of the Rental Pool Lease Operation—Historical Summary	32
Financial Statements of the Rental Pool Lease Operation
Report of Independent Registered Public Accounting Firm	33
Balance Sheets—Distribution Fund as of December 31, 2020 and 2019	34
Balance Sheets—Maintenance Escrow Fund as of December 31, 2020 and 2019	35
Statements of Operations—Distribution Fund for the years ended December 31, 2020 and 2019	36
Statements of Changes in Participants’ Fund Balances—Distribution Fund for the years ended December 31, 2020 and 2019	37
Statements of Changes in Participants’ Fund Balances—Maintenance Escrow Fund for the years ended December 31, 2020 and 2019	38
Notes to Financial Statements	39

Summary Compensation Table

17 The following tables set forth the remuneration paid, distributed or accrued by us during the year ended December 31, 2021 to our executive officers.

~~Report of Independent Registered Public Accounting Firm~~

To the Sole Member and Manager


						Other
		Salary and				Annual		All Other
Name and Principal Position		Commission		Bonus		Compensation		Compensation
Prem Devadas, Manager	2021	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer	2021	$	—	$	—	$	—	$	—
Prem Devadas, Manager (1)	2020	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer (1)	2020	$	—	$	—	$	—	$	—

~~Salamander Innisbrook~~(1) Messrs. Devadas and Pelletier are not compensated directly by us for services as our executive officers; rather they receive compensation from an affiliate of our member, ~~LLC~~to whom we pay management fees.

~~Palm~~ITEM ~~Harbor,~~12. ~~Florida~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Opinion on~~We ~~the~~are ~~Consolidated~~wholly ~~Financial~~owned ~~Statements~~by Salamander Farms, LLC which has sole voting and dispositive power over our interests.

We have audited the accompanying consolidated balance sheets of Salamander Innisbrook, LLC (“the Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations and 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 consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Emphasis of~~ITEM ~~Matter~~13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

As(a) ~~discussed in~~Transactions Note 2 to the consolidated financial statements, the previously issued 2018 financial statements did not include two companies previously reported as affiliates that should have been consolidated as wholly-owned subsidiaries of the Company. Accordingly, various accounts as of January 1, 2019 have been restated to include the previously unconsolidated entities. Our opinion is not modified with ~~respect~~Management toand ~~this matter.~~Others

~~Basis for Opinion~~None.

These consolidated financial statements are the responsibility of the Company’s management. Our 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~~b) ~~(“PCAOB”)~~Certain ~~and~~Business 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.Relationships

WeUnder ~~conducted our~~the ~~audits~~Master inLease ~~accordance~~Agreement (the “Agreement” or “MLA”) with the ~~standards~~Rental ofPool participants, the ~~PCAOB.~~Resort ~~Those~~pays ~~standards~~Participants ~~require~~a ~~that~~quarterly wedistribution ~~plan~~equal ~~and~~to ~~perform~~40% of the ~~audit~~Adjusted toGross ~~obtain~~Revenues ~~reasonable assurance~~on ~~about~~the ~~whether~~first ~~the~~$10 ~~consolidated~~million, ~~financial~~45% ~~statements~~between $10 million and $11 million, and 50% above $11 million. Adjusted Gross Revenues are ~~free~~defined ofas ~~material~~Gross ~~misstatement~~Revenues less agent’s commissions, ~~whether~~audit ~~due~~fees, toand ~~error~~occupancy orfees ~~fraud.~~and ~~The~~when ~~Company~~ the unit is ~~not~~used ~~required~~for toRental ~~have~~Pool Comps or as a model, ~~nor~~linen ~~were~~replacements weand ~~engaged~~credit tocard ~~perform~~fees. Each participant receives a fixed occupancy fee, anbased ~~audit~~upon ofapartment ~~its~~size ~~internal~~for ~~control~~each ~~over~~day ~~financial~~the ~~reporting~~unit is occupied. AsAfter ~~part~~allocation of ~~our~~occupancy ~~audits~~fees and the payment of general Rental Pool expenses, we ~~are~~the ~~required~~balance is allocated proportionally to ~~obtain~~the anparticipants, ~~understanding~~based ofon ~~internal~~the ~~control~~Participation ~~over~~Factor ~~financial~~as ~~reporting~~defined in the Agreement. Additionally, ~~but~~occupancy ~~not~~fees are paid by the Resort to participants as rental fees for complimentary rooms unrelated to the ~~purpose~~Rental ofPool ~~expressing~~operations. Associate anroom ~~opinion on~~fees are also paid by the ~~effectiveness~~Resort ofto Participants for total room revenues earned from the ~~Company’s~~rental ~~internal~~of ~~control~~condominiums ~~over~~by ~~financial~~our ~~reporting~~employees. In ~~Accordingly~~2021 and 2020, weamounts ~~express~~available noto ~~such~~Partipcants ~~opinion.~~under the Agreement approximated $2,725,000 and $1,451,000 respectively, of which approximately $596,000 and $265,000 was owed as of December 31,

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 our audits provide a reasonable basis for our opinion. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.13

~~cbh.com~~Table of Contents

18 2021 and 2020. 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 2022 and 2021, respectively.

~~Critical Audit~~On ~~Matters~~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, 2021 and 2020 totaled $76,790 and $60,090, respectively.

On July 2, 2019, the Third Addendum to the MLA became effective. The ~~critical audit~~addendum ~~matters~~provided ~~communicated~~Participants ~~below~~with ~~are~~two ~~matters~~options ~~arising~~for ~~from~~funding of the ~~current~~cost ~~period~~overruns ~~audit~~created ofby the ~~consolidated~~default ~~financial~~of ~~statements~~AMH. The first option provided that ~~were communicated~~we orwould ~~required~~fund tothe becost ~~communicated~~overruns toin exchange for the ~~audit~~Participating ~~committee~~Owner’s ~~and~~dedication ~~that:~~of ~~(1)~~their ~~relate~~unit to ~~accounts~~the orRental ~~disclosures~~Pool ~~that~~as ~~are~~evidenced ~~material~~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 ~~consolidated~~cost ~~financial~~overrun ~~statements~~amount ~~and~~in ~~(2)~~the ~~involved~~form ~~our~~of ~~especially~~quarterly ~~challenging~~payments, ~~subjective~~adjusted annually, orresulting ~~complex~~in ~~judgments.~~a ~~The~~reimbursement ~~communication~~ of ~~critical~~10% ~~audit~~of ~~matters~~the ~~does~~total ~~not~~amount ~~alter~~in 2019, 15% in ~~any~~2020, ~~way~~20% in 2021, ~~our~~25% ~~opinion~~in on2022, and the ~~consolidated~~remainder ~~financial~~in ~~statements,~~2023. ~~taken~~Participants aschoosing aoption ~~whole,~~1 represented 192 units (233 doors) and Participants choosing option 2 represented 13 units (15 doors). For option 1, we ~~are not~~paid Participants $3,146,363 byin ~~communicating~~2019, ~~the~~which ~~critical~~amount ~~audit~~is ~~matters~~being ~~below,~~amortized ~~providing~~over ~~separate~~the ~~opinions~~five-year onterm of the ~~critical~~Participants ~~audit~~lease ~~matters~~dedication orbeginning onJanuary ~~the~~1, ~~accounts~~2019 ~~or disclosures~~and toending ~~which~~on ~~they~~December ~~relate~~31, 2023.

~~Going~~Pursuant ~~Concern~~to the terms of the Agreement, the Rental Pool Lease Operation reimbursed us approximately $181,000 and $153,000 in 2021 and 2020, respectively for maintenance and housekeeping labor, use of the telephone lines, and other supplies.

~~Description of~~All ~~Matter~~three condominiums that we own participated in the Rental Pool under the Agreement in the same manner as all other Rental Pool participants in 2021.

AsAt described further in Note 2 to the consolidated financial statements, the Company has been negatively impacted by the outbreak of a novel coronavirus (“COVID-19”), which resulted in a significant net loss during the year ended December 31, ~~2020~~2021 and ~~negative~~2020 ~~cash~~we ~~flows~~were ~~from operations. While it is unknown what the extent of the financial impact of COVID-19 will be~~owed $110,304 ~~the Company has seen overall improvements in operations~~ and ~~financial position in 2021. Additionally, the Company’s debt obligation matures in April 2022 which requires principal payments of approximately~~ $10132,~~900,000~~075 ~~in 2020, including a significant balloon payment at maturity. Currently management’s forecasts and related assumptions illustrate their ability to sufficiently fund operations for at least one year~~ from ~~the~~Innisbrook ~~financial~~Condominium ~~statement issuance date. Additionally~~Association, ~~the~~a ~~Company~~third ~~expects~~party tocollectively ~~refinance~~owned ~~the~~by ~~debt with their current lender and will rely on~~ the ~~member’s~~condominium ~~support,~~owners ~~if needed,~~at ~~to satisfy debt obligation (if necessary)~~Innisbrook.

~~Management made~~We ~~judgments~~incurred tomanagement ~~conclude~~fees ~~it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows and member’s support (if necessary)~~ to ~~fund~~Salamander the Company’s obligations as they become due. The judgments with the highest degree of impact and subjectivity in reaching this conclusion included the revenue growth and gross margin assumptions underlying its forecast operating cash flowsHospitality, ~~its ability to reduce capital expenditures and other operating expenditures~~LLC, ~~and~~an ~~its~~entity ~~ability~~related to ~~refinance their~~us ~~debt~~by ~~obligation~~virtue ~~prior~~of tocommon ~~maturity or access member funding~~ownership, ifof ~~necessary.~~approximately ~~As a result~~$1,020,000 ~~a high degree of auditor judgment~~ and ~~increased audit effort was required~~ $662,000 in ~~performing~~2021 ~~audit~~and ~~procedures~~2020, ~~to evaluate the reasonableness of management’s estimates~~respectively.

~~How~~At WeDecember ~~Addressed the~~31, ~~Matter~~2021 inand ~~Our~~2020, ~~Audit~~we had net amounts due to affiliates of approximately $494,000 and $1,780,000, respectively.

~~Our~~(c)Indebtedness ~~audit~~of ~~procedures included the following:~~Management

~~· Obtained communication from lender to support the Company’s expectation of a debt refinance prior to the debt’s maturity in April 2022~~None.

·(d)Transactions ~~Verified~~with management’s understanding that the guarantor of the Company’s debt is wholly owned by one individual, and we have assessed they have the ability to act on the guarantee if a refinance does not occur.Promoters

~~/s/~~Not ~~Cherry Bekaert LLP~~applicable.

~~We have served as the Company’s auditor since 2021.~~

~~Tampa,~~ITEM ~~Florida~~14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following fees were incurred from Cherry Bekaert LLP, the independent registered public accounting firm, for services provided in the years ended December 2331, 2021 and 2020.

19 Audit Fees were $90,000 and $75,000 for the years ended December 31, 2021 and 2020, 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 years.

~~SALAMANDER~~Audit-Related ~~INNISBROOK,~~Fees: ~~LLC~~None.

~~CONSOLIDATED~~Tax ~~BALANCE~~Fees: ~~SHEETS~~None.

~~As of December 31, 2020 and 2019~~14

	2020		2019
Assets
Current assets:
Cash	$	2,010,377	$	1,767,102
Accounts receivable, net		1,050,078		1,449,298
Inventories and supplies		858,378		842,695
Prepaid expenses and other current assets		1,050,693		869,595
Total current assets		4,969,526		4,928,690
Property, buildings and equipment, net		33,317,687		34,711,326
Operating lease right-of-use assets		828,479		1,171,161
Intangibles		4,330,001		4,330,001
Deferred contract costs, net		2,616,766		2,528,197
Restricted cash		2,031,044		2,014,444
Deposits and other assets		295,100		303,444
Total assets	$	48,388,603	$	49,987,263
Liabilities and Member's Equity
Current liabilities:
Accounts payable	$	1,947,591	$	3,405,197
Accrued liabilities		1,313,924		2,497,366
Rental Pool liability		325,081		528,001
Current portion deferred revenues		3,592,590		3,304,097
Due to affiliates		1,767,024		1,707,932
Current portion - operating leases		358,103		342,682
Current portion - note payable		919,479		613,331
Total current liabilities		10,223,792		12,398,606
Deferred revenues, net of current portion		1,086,508		1,045,429
Operating leases, net of current portion		470,376		828,479
Paycheck Protection Program Loan		3,394,500		-
Note payable, net of current portion and unamortized deferred financing costs		10,812,632		11,723,227
Total liabilities		25,987,808		25,995,741
Commitments and Contingencies (Notes 4, 5 and 7)		-		-
Member's equity		22,400,795		23,991,522
Total liabilities and member’s equity	$	48,388,603	$	49,987,263

Table of Contents

~~See~~All ~~notes~~other tofees: ~~consolidated financial statements~~None.

~~SALAMANDER INNISBROOK, LLC~~PART IV

~~CONSOLIDATED~~ITEM ~~STATEMENTS~~15. OFEXHIBITS, ~~OPERATIONS~~CONSOLIDATED ~~AND~~FINANCIAL ~~CHANGES IN~~STATEMENT ~~MEMBER’S EQUITY~~ SCHEDULES

~~For~~Consolidated ~~the~~Financial ~~Years~~Statements ~~Ended December 31, 2020~~ and ~~2019~~Schedules

	2020			2019
Revenues:
Room revenues	$	3,760,898		$	7,455,777
Other revenues		18,609,427			30,787,972
Total revenues		22,370,325			38,243,749
Costs and expenses:
Operating costs and expenses		9,768,855			16,974,467
General and administrative		13,343,514			19,456,628
Condo owners' renovation contractor default litigation		-			364,421
Depreciation and amortization expense		2,506,621			2,194,000
Total costs and expenses		25,618,990			38,989,516
Operating loss		(3,248,665	)		(745,767	)
Interest expense		(437,667	)		(672,402	)
Net loss		(3,686,332	)		(1,418,169	)
Member's equity, beginning of year, as previously reported		-			21,941,853
Restatement		-			1,509,230
Member's equity, beginning of year, as restated		23,991,522			23,451,083
Member contributions		2,095,604			1,958,609
Member's equity, end of year	$	22,400,795		$	23,991,522

The consolidated financial statements and exhibits filed as part of this annual report on Form 10-K are listed on pages 20 and 34, and are incorporated herein by reference.

~~See notes to consolidated financial statements.~~

2115

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

~~CONSOLIDATED~~INDEX ~~STATEMENTS~~TO OFCONSOLIDATED ~~CASH~~FINANCIAL ~~FLOWS~~STATEMENTS

~~For the Years Ended December 31, 2020 and 2019~~

		2020			2019
	Page
Cash flows from operating activities:
Consolidated Financial Statements of Salamander Innisbrook, LLC
Net loss		$	(3,686,332	)	$	(1,418,169	)
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)	17
Adjustments to reconcile net loss to net cash flows from operating activities:
Consolidated Balance Sheets as of December 31, 2021 and 2020	19
Provision for bad debts			28,860			45,500
Consolidated Statements of Operations and Changes in Member’s Equity for the years ended December 31, 2021 and 2020	20
Depreciation and amortization			2,506,621			2,194,000
Consolidated Statements of Cash Flows for the year ended December 31, 2021 and 2020	21
Amortization of deferred financing costs			69,074			65,773
Notes to Consolidated Financial Statements	22
Amortization of lease right-of-use assets			342,682			-
Supplemental Schedules of the Rental Pool Lease Operation—Historical Summary	31
Changes in operating assets and liabilities:
Financial Statements of the Rental Pool Lease Operation
Accounts receivable			370,360			495,990
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)	32
Inventories and supplies			(15,683	)		82,466
Balance Sheets—Distribution Fund as of December 31, 2021 and 2020	33
Prepaid expenses and other current assets			(181,098	)		(11,817	)
Balance Sheets—Maintenance Escrow Fund as of December 31, 2021 and 2020	34
Accounts payable			(1,457,606	)		241,764
Statements of Operations—Distribution Fund for the year ended December 31, 2021 and 2020	35
Accrued liabilities and Rental Pool liability			(1,386,362	)		(1,041,344	)
Statements of Changes in Participants’ Fund Balances—Distribution Fund for the years ended December 31, 2021 and 2020	36
Deferred revenues			329,571			144,879
Statements of Changes in Participants’ Fund Balances—Maintenance Escrow Fund for the years ended December 31, 2021 and 2020	37
Deposits and other assets			8,344			(28,556	)
Notes to Financial Statements	38
Due to/from affiliates, net			59,092			1,139,433
Operating lease liabilities			(342,682	)		-
Net cash flows from operating activities			(3,355,159	)		1,909,919
Cash flows from investing activities:
Deferred contract costs			(883,169	)		(1,842,867	)
Purchases of property and equipment			(318,381	)		(634,882	)
Net cash used in investing activities			(1,201,550	)		(2,477,749	)
Cash flows from financing activities:
Repayments of other note payable			(673,521	)		(1,255,245	)
Proceeds from Paycheck Protection Program Loan			3,394,500			-
Payment of deferred financing costs			-			(16,254	)
Repayment of finance lease obligations			-			(533,488	)
Member contributions			2,095,604			1,958,609
Net cash flows from financing activities			4,816,583			153,622
Net change in cash and restricted cash			259,874			(414,208	)
Cash and restricted cash, beginning of year			3,781,547			4,195,754
Cash and restricted cash, end of year		$	4,041,422		$	3,781,547
Supplemental disclosure of cash flow information:
Cash paid for interest		$	365,227		$	679,975
Non-cash investing and financing activities:
Adoption of new operating lease standard		$	-		$	1,171,161

~~See notes to consolidated financial statements.~~

~~SALAMANDER INNISBROOK, LLC~~16

~~NOTES~~Table TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~December~~Report ~~31,~~of ~~2020~~Independent ~~and~~Registered ~~2019~~Public Accounting Firm

1.To ~~Nature~~the ofSole ~~Business~~Member and Manager

Salamander 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 personal liability for any of the Company’s obligations except as expressly provided by law and/or contractual obligation. The Company owns three condominiums under Salamander Innisbrook Condominiums, LLC and all of the equity interests in Golf Host Securities, Inc.

~~The~~Palm ~~Company controls and operates the Rental Pool Lease Operation (the “Rental Pool”)~~Harbor, a securitized pool of condominiums owned by participating condominium owners (the “Participating Owners”) and rented as hotel rooms to guests of the Resort (an average of 248 units or 302 hotel rooms participate at any given time). Pursuant to the Innisbrook Rental Pool Master Lease Agreement, dated January 1, 2014 (the “Master Lease” or “MLA”), 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 four 18-hole golf courses, four restaurants, three convention facilities, a health spa, fitness center, tennis and recreation facilities, themed water park and six swimming pools.Florida

2.Opinion ~~Summary~~on ofthe ~~Significant~~Consolidated ~~Accounting~~Financial ~~Policies~~Statements

~~Principles~~We ofhave ~~Consolidation~~audited –the ~~The~~ accompanying consolidated ~~financial~~ ~~statements~~balance ~~include~~sheets of Salamander Innisbrook, LLC (“the ~~accounts~~Company”) as of December 31, 2021 and ~~balances~~2020, ofand the ~~Company~~related ~~and~~consolidated ~~its~~statements ~~wholly~~of ~~owned~~operations ~~subsidiaries,~~and ~~Salamander~~changes ~~Innisbrook~~in ~~Securities~~member’s equity, ~~LLC~~ and ~~Salamander~~cash ~~Innisbrook~~flows ~~Condominium~~for each of the years then ended, ~~LLC~~and ~~(hereinafter~~the related notes (collectively referred to as ~~“we”,~~the “~~us”,~~consolidated orfinancial ~~“our~~statements”). ~~All~~ ~~significant~~In ~~intercompany~~our ~~balances~~opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and ~~transactions~~2020, ~~have~~and ~~been~~the ~~eliminated~~results of its operations and its cash flows for the years then ended, in ~~consolidation~~conformity with accounting principles generally accepted in the United States of America.

Restatement - Subsequent to the filing of the December 31, 2018 annual report, we determined two companies, Salamander Innisbrook Condominium, LLC and Salamander Innisbrook Securities, LLC, previously reported as affiliates should have been consolidated as wholly owned subsidiaries of Salamander Innisbrook, LLC. We have further determined that the impact is not material to the previously reported financial statements taken as a whole and therefore we have adjusted the opening balance of the following accounts:

	As Previously Reported		As Restated
	2018		2018
Assets
Cash	$	1,261,818	$	1,670,796
Inventories and supplies		924,361		925,161
Prepaid expenses and other current assets		853,075		857,778
Property, buildings and equipment, net		34,382,542		36,016,700
Restricted cash		2,516,248		2,524,958
Deposits and other assets		274,425		274,888
Liabilities and Member's Equity
Accounts payable	$	3,162,948	$	3,163,433
Accrued liabilities		2,431,907		2,458,831
Due to affiliates		47,325		568,499
Current portion - note payable		822,835		874,134
Note payable, net of current portion and unamortized deferred financing costs		12,719,450		12,668,150
Member's equity		21,941,853		23,451,083

Basis for Opinion

23These consolidated financial statements are the responsibility of the Company’s management. Our 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.

~~Statements of Cash Flows - For purposes of the statements of cash flows, we consider all liquid investments purchased with an original maturity of three months or less to be cash equivalents.~~

InWe ~~November~~conducted ~~2016,~~our ~~the~~audits ~~Financial~~in ~~Accounting~~accordance ~~Standards~~with ~~Board~~the ~~(“FASB”) issued~~standards ~~Accounting~~of ~~Standards~~the ~~Update (“ASU”) No~~PCAOB. ~~2016-18,~~Those ~~“Statement~~standards ofrequire ~~Cash Flows” which requires~~ that ~~amounts generally~~we ~~described~~plan asand ~~restricted~~perform ~~cash~~the ~~and~~audit ~~restricted~~to ~~cash~~obtain ~~equivalents~~reasonable beassurance ~~included~~about ~~with~~whether ~~cash~~the ~~and~~consolidated ~~cash~~financial ~~equivalents~~statements ~~when~~are ~~reconciling~~free ~~the beginning-~~of~~-period~~ ~~and~~material ~~end-of-period~~misstatement, ~~total~~whether ~~amounts~~due ~~shown~~to onerror ~~the~~or ~~statement of cash flows~~fraud. AsThe aCompany ~~result,~~is ~~changes~~not ~~in restricted cash are~~ required to behave, ~~classified~~nor aswere ~~either~~we ~~operating~~engaged ~~activities,~~to ~~investing activities~~perform, oran ~~financing~~audit ~~activities depending on the nature~~ of ~~the activities~~its ~~that~~internal ~~gave~~control ~~rise~~over tofinancial ~~the restrictions~~reporting. ~~Restricted~~As ~~cash~~part ~~consists primarily~~ of ~~funds~~our ~~held~~audits, inwe aare ~~reserve~~required ~~account~~to asobtain ~~required~~an ~~under a~~understanding ~~note~~of ~~payable~~internal ~~agreement~~control ~~executed~~over ~~March~~financial 28reporting, ~~2017~~but ~~with~~not ~~Branch~~for ~~Banking~~the ~~and~~purpose ~~Trust~~of ~~Company~~expressing ~~(“BB&T”)~~an ~~(Note~~opinion ~~10). We adopted this standard~~ on ~~January~~the 1,effectiveness ~~2018.~~of Asthe aCompany’s ~~result,~~internal ~~restricted~~control ~~cash~~over ~~reserves~~financial ~~are~~reporting. ~~included~~Accordingly, ~~with~~we ~~cash~~express onno ~~our~~such ~~consolidated statements of cash flows~~opinion.

The following tables provide additional detail, by consolidated financial statement line item, of the ASU 2016-18 impacts in the accompanying statements of cash flows for the years ended December 31, 2020 and 2019.

	2020		2019
Cash	$	2,010,377	$	1,767,102
Restricted cash		2,031,044		2,014,444
Total cash and restricted cash, shown in statements of cash flows	$	4,041,421	$	3,781,546

Revenues, 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.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under the new revenue recognition standard. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our revenue is transactional and the contracts performance obligation is generally satisfied at the time of the transaction.17

~~Revenues~~Table from performance obligations satisfied over time include membership dues, annual fees and initiation fees. The membership initiation fees at the Resort are nonrefundable and are initially recorded when received as deferred revenue and amortized over the average life of a membership 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).Contents

~~Accounts~~Critical ~~receivable~~Audit represent amounts due from our memberships, resort guests and companies or individuals that held conferences or group stays at the Resort, net of the allowance for doubtful accounts. We perform periodic credit evaluations of our customers and members and generally do not require collateral because we believe we have procedures in place to minimize the possibility of significant losses occurring. Companies with a recent prior direct billing positive history with the Resort are granted credit for billing. If companies have not been to the 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.Matters

WeThe ~~review~~critical ~~accounts~~audit ~~receivable~~matters ~~monthly~~communicated tobelow ~~determine~~are ifmatters ~~any~~arising ~~receivables are~~from ~~uncollectible.~~the ~~Any~~current ~~receivable~~period ~~considered~~audit of the consolidated financial statements that were communicated or required to be ~~doubtful~~communicated ofto ~~collection~~the isaudit ~~included~~committee inand that: (1) relate to accounts or disclosures that are material to the ~~allowance~~consolidated ~~for~~financial ~~doubtful~~statements ~~accounts~~and (2) involved our especially challenging, subjective, or complex judgments. The ~~balances in~~communication ~~the~~of ~~allowance~~critical ~~for~~audit ~~doubtful~~matters ~~accounts~~does ~~were~~not ~~$32~~alter,~~772~~ ~~and~~in $5any way,~~455~~ asour ofopinion ~~December~~on 31the consolidated financial statements, ~~2020~~taken ~~and~~as ~~2019~~a whole, ~~respectively.~~and ~~After~~we ~~all~~are ~~attempts~~not, toby ~~collect~~ communicating the ~~receivable~~critical ~~have~~audit ~~failed~~matters below, providing separate opinions on the ~~receivable~~critical isaudit ~~written~~matters ~~off~~or ~~against~~on the ~~allowance~~accounts or disclosures to which they relate.

InGoing addition, gift card purchases and advanced event deposits are collected and deferred and recognized as income as the service is performed at a future date. Deferred revenue includes unrecognized initiation fee liabilities, unearned member dues, gift card liability and advanced events deposits. Deferred revenue was as follows as of December 31:Concern

	2020		2019
Deferred Revenues - current portion	$	3,592,589	$	3,304,097
Deferred Revenues, net of current portion		1,086,508		1,045,429
	$	4,679,097	$	4,349,526

~~Practical~~Description ~~Expedients and Exemption - There are several practical expedients and exemptions allowed under ASC 606 that impact timing~~ of ~~revenue recognition and our disclosures. Below is the practical expedient we applied in the adoption and application of ASC 606:~~Matter

•As ~~The~~described further in Note 2 to the consolidated financial statements, the Company’s ~~treats~~debt ~~similar~~obligation ~~contracts~~matures asin ~~part~~April of2022 awhich ~~portfolio~~requires principal payments of ~~contracts~~approximately $10,900,000 ~~primarily~~in ~~initiation~~2022. ~~fee~~Currently ~~contracts.~~management’s ~~The~~forecasts ~~contracts~~and related assumptions illustrate their ability to sufficiently fund operations for ~~have~~at least one year from the ~~same~~financial ~~provision~~statement ~~terms~~issuance date. Additionally, ~~and~~the ~~management~~Company ~~has~~expects ~~the~~to ~~expectation~~refinance the ~~result~~debt ~~will~~with ~~not~~their becurrent ~~materially~~lender ~~different~~and ~~from~~will rely on the ~~consideration~~member’s ofsupport, ~~each~~if ~~individual~~needed, ~~contract~~to satisfy debt obligation (if necessary).

Use of Estimates - The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 our beliefs that all of our long-lived assets, are recoverable, that our estimates of the average lives of memberships from which we base our revenue recognition are reasonable and that no significant loss will result from the resolution of the litigation discussed in Note 5. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the periods they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

~~Concentrations~~Management ofmade ~~Credit~~judgments ~~Risk~~to -conclude ~~Financial~~it ~~instruments~~is probable that ~~potentially subject~~the usCompany’s toplans ~~concentrations~~will ofbe ~~credit~~effectively ~~risk~~implemented ~~consist~~and ~~principally~~will ofprovide the necessary cash flows and ~~accounts~~member’s ~~receivable~~support (if necessary) to fund the Company’s obligations as they become due. ~~Cash~~The ~~consists~~judgments with the highest degree of ~~bank~~impact ~~deposits~~and ~~which may~~subjectivity in reaching this conclusion included the revenue growth and gross margin assumptions underlying its forecast operating cash flows, atits ~~times~~ability to reduce capital expenditures and other operating expenditures, ~~exceed~~and ~~federally~~its ~~insured~~ability ~~limits~~to refinance their debt obligation prior to maturity or access member funding, if necessary. NoAs ~~losses~~a ~~have~~result, ~~been~~a ~~experienced~~high degree of auditor judgment and increased audit effort was required in ~~such~~performing ~~accounts~~audit procedures to evaluate the reasonableness of management’s estimates.

~~We used the following methods and assumptions in estimating the fair values of our financial instruments:~~

•How ~~Accounts~~We ~~receivable~~Addressed ~~and accounts payable: Due to their short-term nature,~~ the ~~carrying~~Matter ~~amounts~~in ~~reported~~Our ~~on the accompanying consolidated balance sheets for these accounts approximate their fair values.~~Audit

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

•Our ~~Debt:~~audit ~~The~~procedures ~~carrying~~included ~~values of variable rate debt financing reflected in~~ the balance sheets at December 31, 2020 and December 31, 2019 approximates their fair values as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.following:

Liquidity – Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We suffered a significant net loss in 2020 primarily as a result of the COVID- 19 pandemic which forced us to temporarily close the Resort in 2020 and resulted in numerous cancellations. While this pandemic remains a rapidly evolving situation, our results of operations and financial position have improved considerably in 2021 as various restrictions resulting from the pandemic have been relaxed, and we are hopeful that such trend will continue throughout the remainder of 2021 and beyond. However, the extent of the impact of COVID-19 on our business and financial results will depend on future developments, including the duration and spread of the outbreak within the markets in which we operate, government actions and programs, and the related impact on consumer confidence and spending, all of which are highly uncertain.

~~Irrespective~~● ofObtained ~~the~~communication ~~above, we believe that our cash on hand and additional cash generated~~ from ~~operations~~lender ~~will be adequate~~ to ~~meet~~support ~~our operating and capital obligations for~~ the ~~next~~Company’s ~~twelve~~expectation ~~months,~~of ~~and~~a ~~that~~possible ~~if any~~debt ~~short-term~~refinance ~~cash~~prior ~~needs are necessary that our member will continue~~ to ~~provide~~the ~~capital~~debt’s tomaturity ~~fund~~in ~~some~~July ~~needs~~2022.

We● ~~also~~Verified ~~have~~management’s ~~certain~~understanding ~~debt outstanding~~ that ~~requires~~the ~~principal payments~~guarantor of ~~approximately~~the ~~$10,900,000~~Company’s indebt ~~2022,~~is ~~including~~wholly aowned ~~significant~~by ~~balloon~~one ~~payment~~individual, inand ~~April~~we ofhave ~~such~~assessed ~~year~~they ~~(see Note 10). We do not currently~~ have the ~~cash~~ability ~~to pay such indebtedness but believe we will be able to refinance it prior to its maturity. Because of this~~ and ~~because~~intent ~~we believe that our lender will continue~~ to ~~provide~~act ~~forbearance~~on ~~with respect to certain debt covenant violations,~~ the ~~accompanying~~guarantee ~~consolidated~~if ~~financial~~a ~~statements~~refinance dodoes not ~~include~~ any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concernoccur.

~~Inventories and Supplies - Inventories and supplies are recorded at the lower of cost, on a first-in, first-out basis, or market.~~

~~Property,~~/s/ ~~Buildings~~Cherry ~~and~~Bekaert Equipment, net – Property, buildings and equipment are stated at cost less accumulated depreciation and amortization. We capitalize any asset purchase of $1,000 or more with an estimated useful life of at least three years. Depreciation and amortization are recorded using the straight-line basis over the shorter of the estimated useful lives of the assets, or if applicable, the lease terms. Estimated useful lives are generally as follows:LLP

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

~~Costs~~We ofhave ~~maintenance~~served ~~and repairs of property and equipment used in operations are charged to expense~~ as ~~incurred, while renewals and betterments are capitalized. When property and equipment are replaced, retired or otherwise disposed of,~~ the ~~costs~~Company’s ~~are~~auditor ~~deducted~~since ~~from the asset and accumulated depreciation accounts~~2021. ~~Gains or losses on sales or retirements of equipment are recorded in operating income.~~

Impairment of Long-Lived Assets - We regularly review long-lived assets for impairment by comparing the carrying values of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment loss has occurred, the loss is recognized during that period. Any impairment loss would be calculated as the difference between asset carrying values and fair value as determined by prices of similar items and other valuation techniques, giving consideration to recent operating performance and pricing trends. There were no impairment losses for the years ended December 31, 2020 and 2019.

~~Intangibles - Our indefinite life intangibles consist of our trade name valued at $2~~Tampa,~~300,000~~ and a water contract valued at $2,030,001. We evaluate intangible assets for impairment annually (or earlier if a significant event occurs that may indicate that the assets may not be recoverable). Factors we consider 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 our overall business; and (3) significant negative industry or economic trends. During the fourth quarter of 2020 and 2019, respectively, we completed our annual intangible impairment assessment, and determined that no impairment of intangible assets existed at December 31, 2020 and 2019.Florida

~~Deferred~~April ~~Financing Costs – Deferred financing costs~~15, which arose from costs incurred to originate the financing discussed at Note 10, are being amortized to interest expense over the term of the related indebtedness. The unamortized portions of these costs are reflected as reductions of such debt. 2022

Deferred contract costs, net – Deferred contract costs, which arose from the costs of obtaining long term commitments on rental pool agreements that we would not have incurred if the pool participants did not commit to five-year contracts, are being amortized over the contract lives using the straight-line method.

Loss Contingencies - We 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 income 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.18

26Table of Contents

~~Advertising~~SALAMANDER ~~- Advertising costs~~INNISBROOK, ~~which are expensed as incurred, were $452,640 and $572,789 for the years ended December 31, 2020 and 2019, respectively.~~LLC

~~Leases~~CONSOLIDATED -BALANCE 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. Refer to “Recently Adopted Accounting Pronouncements” for further discussion on leases.SHEETS

~~Income~~As ~~Taxes With the exception~~ of ~~an entity owned by Salamander Innisbrook Securities~~December 31, ~~LLC~~2021 ~~for which income taxes have been minimal the Company,~~ and its subsidiaries are single-member limited liability companies, and therefore, no provision or liability for federal or state income taxes has been included in the accompanying consolidated financial statements. The results of our consolidated operations are included in the income tax return of our member.2020

We have adopted the provisions of FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. Under ASC 740-10, 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.


	2021		2020

Assets
Current assets:
Cash	$	3,226,557	$	2,010,377
Accounts receivable, net		1,884,406		1,050,078
Inventories and supplies		881,465		858,378
Due from affiliates		17,853		—
Prepaid expenses and other current assets		1,085,902		1,050,693
Total current assets		7,096,183		4,969,526

Property, buildings and equipment, net		32,424,075		33,317,687
Operating lease right-of-use assets		470,487		828,479
Intangibles		4,330,001		4,330,001
Deferred contract costs, net		1,849,186		2,616,766
Restricted cash		2,041,193		2,031,044
Deposits and other assets		476,265		295,100
Total assets	$	48,687,390	$	48,388,603

Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	1,306,082	$	1,947,591
Accrued liabilities		1,914,157		1,313,924
Rental Pool liability		673,366		325,081
Current portion deferred revenues		4,416,272		3,592,590
Due to affiliates		511,784		1,767,024
Current portion - operating leases		374,219		358,103
Current portion - note payable, net of unamortized deferred financing costs at December 31, 2021		10,881,704		919,479
Total current liabilities		20,077,584		10,223,792

Deferred revenues, net of current portion		1,390,155		1,086,508
Operating leases, net of current portion		96,268		470,376
Paycheck Protection Program Loan		2,000,000		3,394,500
Note payable, net of current portion and unamortized deferred financing costs at December 31,2020		—		10,812,632

Total liabilities		23,564,007		25,987,808

Member’s equity		25,123,383		22,400,795
Total liabilities and member’s equity	$	48,687,390	$	48,388,603

~~3. Property, Buildings and Equipment~~

~~Property,~~See ~~buildings,~~notes ~~and~~to ~~equipment~~consolidated ~~consist~~financial ~~of the following as of December 31, 2020 and 2019:~~statements.

	2020			2019
Land and land improvements	$	21,364,598		$	21,334,382
Buildings		28,081,650			27,888,242
Furniture, fixtures and equipment		12,775,180			12,709,569
Construction in progress		73,758			44,690
		62,295,186			61,976,883
Less accumulated depreciation and amortization		(28,977,499	)		(27,265,557	)
	$	33,317,687		$	34,711,326

Depreciation and amortization expense was $1,712,020 and $1,940,256 for the years ended December 31, 2020 and 2019, respectively. During the years ended December 31, 2020 and 2019, we wrote off fixed assets of $0 and $972,168, respectively. Amortization expense and related accumulated amortization for assets previously held under finance leases (see Note 4) was $53,099 and $2,037,753 respectively, as of and for the year ended December 31, 2020 and $375,830 and $1,984,654 as of and for the year ended December 31, 2019, respectively.19

4.Table ~~Leases~~of Contents

~~Operating~~SALAMANDER ~~Leases~~INNISBROOK, LLC

OnCONSOLIDATED ~~August~~STATEMENTS 1,OF ~~2015,~~OPERATIONS weAND ~~entered~~CHANGES ~~into~~IN aMEMBER’S master lease agreement with Agricredit-Acceptance, LLC which provided two leases for golf carts and utility vehicles (with payments commencing in December 2015). The term of each lease was 48 months and the monthly lease payments were approximately $21,200 and $11,100 respectively.EQUITY

OnFor ~~December~~the Years ~~20,~~Ended ~~2018~~December 31, we2021 ~~entered into a master lease agreement with DLL Finance, LCC for vehicles by Club Car, LLC. The agreement provides for three leases of golf cars~~ and ~~utility vehicles, with payments beginning on April 1, 2019. The term of each lease is 48 months and the monthly lease payments total approximately $32,300.~~2020

As of December 31, 2020, the remaining lease term in years approximated 2.25 and the discount rate was 4.41%. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease terms. Future minimum lease payments under operating leases for the years ended December 31 are as follows:


	2021		2020

Revenues:
Room revenues	$	6,967,712	$	3,760,898
Other revenues		27,641,314		18,609,427
Total revenues		34,609,026		22,370,325

Costs and expenses:
Operating costs and expenses		17,365,673		9,768,855
General and administrative		14,974,490		13,343,514
Depreciation and amortization expense		2,592,004		2,506,621
Total costs and expenses		34,932,167		25,618,990

Operating loss		(323,141)		(3,248,665)

Gain on forgiveness of Paycheck Protection Program loan		3,394,500		—
Interest expense		(348,771)		(437,667)

Net income (loss)		2,722,588		(3,686,332)

Member's equity, beginning of year		22,400,795		23,991,523
Member contributions		—		2,095,604
Member’s equity, end of year	$	25,123,383	$	22,400,795

Years Ending December 31,
2021	$	387,459
2022		387,459
2023		96,865
Total future minimum lease payments		871,783
Less imputed interest		(43,304	)
Total present value of future minimum lease payments	$	828,479

~~Operating lease~~See ~~expense~~notes ~~approximated~~to ~~$387,000~~consolidated ~~for~~financial ~~each of the years ended December 31, 2020 and 2019, respectively~~statements.

Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the "FASB"), issued Accounting Standards Update ("ASU"), No. 2016-02, Leases, which requires an entity to record on its balance sheet previously unrecorded operating leases based on the present value of remaining lease payments. We adopted this standard on its effective date of January 1, 2019 under the modified retrospective method and using the optional transition method to apply the new lease accounting standard prospectively as of January 1, 2019, rather than as of the earliest period presented. Therefore, the adoption of the new lease accounting standard did not change our previous reported consolidated financial statements. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry forward the historical lease classification and not reassess whether a contract is or contains a lease, or determination of initial direct costs. Adoption of this standard resulted in the recording of an operating lease right-of-use (“ROU”) assets and corresponding operating lease liability of approximately $1,424,000, respectively. The adoption did not have a material impact on our consolidated financial statements.

~~Finance Lease~~ 20

~~During the~~Table ~~fourth quarter~~ of 2014, the Company entered into a master lease agreement with PNC Equipment Finance, LLC for the lease of golf course equipment. The term of each lease was 60 months, with interest rates ranging from 2% to 4.45%, and the monthly lease payments varied in amount. The leases contained bargain purchase options that allowed us to purchase the leased equipment for a minimal amount upon the expiration of the lease term. Equipment acquired under capital leases was pledged as collateral to secure the performance of the future minimum lease payments. Contents

InSALAMANDER ~~April 2019~~INNISBROOK, ~~we exercised our option to purchase the equipment. As such, at December 31, 2019, we had no remaining obligation under these leases.~~LLC

5.CONSOLIDATED ~~Contingency~~STATEMENTS OF CASH FLOWS

WeFor ~~are currently involved in certain litigation arising from an Agri-credit construction contract we entered (as agent for and on behalf of~~ the Years ~~Rental~~Ended Pool participants) with AMH Construction, Inc. (“AMH”) in the amount of $3,420,670. The renovation was performed as a “Turn-Key” project with each Participating Owner paying their respective share of the total costs. We, and the Lessors' Advisory Committee of the Rental Pool (“LAC”), jointly supervised the renovation. On January 23, 2019, we terminated the contract with AMH for breach of contract, including AMH's failure to complete the renovation work in accordance with the contract schedule. On April 18, 2019, we served a demand letter to AMH asserting damages of $4,423,070 for the additional costs incurred by the Participating Owners and return of deposits made for work that was not performed. On August 30, 2019, we filed a lawsuit in Pinellas County, Florida against AMH seeking damages for breach of contract in the amount of $4,423,070 plus attorney fees and other costs of approximately $364,400 in 2019. On October December 31, ~~2019,~~2021 AMH filed a response to our suit including a counterclaim in the amount of $890,751. AMH alleges in its counterclaim that it was not compensated for work performed. In March 2020, Pinellas County suspended all hearings until further notice due to the COVID-19 pandemic. Due to the early stages of litigation, possible outcomes and impacts to our consolidated financial statements are not yet reasonably determinable; accordingly, our consolidated financial statements do not give effect to any gain or loss that may result from the resolution of these matters.2020

6. Retirement Plan


	2021		2020

Cash flows from operating activities:
Net income (loss)	$	2,722,588	$	(3,686,332)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on forgiveness of Paycheck Protection Program loan		(3,394,500)		—
Provision for bad debts		28,810		28,860
Depreciation and amortization		2,592,004		2,506,621
Amortization of deferred financing costs		69,074		69,074
Amortization of lease right-of-use assets		357,992		342,682
Changes in operating assets and liabilities:
Accounts receivable		(863,138)		370,360
Inventories and supplies		(23,089)		(15,683)
Prepaid expenses and other current assets		(35,209)		(181,098)
Accounts payable		(641,509)		(1,457,606)
Accrued liabilities and Rental Pool liability		948,518		(1,386,362)
Deferred revenues		1,127,329		329,571
Deposits and other assets		(181,165)		8,344
Due to/from affiliates, net		(1,273,092)		59,092
Operating lease liabilities		(357,992)		(342,682)
Net cash provided by (used in) operating activities		1,076,621		(3,355,159)

Cash flows from investing activities:
Deferred contract costs		(159,691)		(883,169)
Purchases of property and equipment		(771,121)		(318,381)
Cash used in investing activities		(930,812)		(1,201,550)

Cash flows from financing activities:
Repayments of other note payable		(919,481)		(673,521)
Proceeds from Paycheck Protection Program Loans		2,000,000		3,394,500
Member contributions		—		2,095,604
Net cash provided by financing activities		1,080,519		4,816,583

Net change in cash and restricted cash		1,226,328		259,874

Cash and restricted cash, beginning of year		4,041,422		3,781,547
Cash and restricted cash, end of year	$	5,267,750	$	4,041,422

Supplemental disclosure of cash flow information:
Cash paid for interest	$	328,481	$	365,227

We sponsor 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. We match one half of the first 6% of the contributions of each employee. We made matching contributions of approximately $133,000 and $265,000 for the years ended December 31, 2020 and 2019, respectively.

7.See ~~Rental~~notes ~~Pool~~to ~~Operations~~consolidated financial statements.

In December 2013, we entered a Master Lease Agreement (“Agreement”) with the Rental Pool’s Lessors Advisory Committee (“LAC”). The Agreement commenced on January 1, 2014 for a period of ten years, replacing all lease agreements previously in existence. Under the Agreement, the Resort pays the Participant 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. The Participants are also entitled to 35 nights in-season and complimentary gift certificates for golf and food & beverage. Their guests will be entitled to the same privileges as the Participants when occupying the participant’s units. During the years ended December 31, 2020 and 2019, amounts available to Participants under the Agreement approximated $1,451,000 and $2,702,000 respectively and during such years we paid Participants approximately $1,210,000 and $2,839,000, respectively.

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 by us to the 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 the unit continues to participate in the Rental Pool. Incentive payments due as of December 31, 2020 and December 31, 2019 totaled $60,090 and $40,790 respectively, and are included in the Rental Pool liability on the consolidated balance sheets.21

OnTable ~~July 2, 2019, the Third Addendum to the MLA became effective. The addendum provided with two options for funding~~ of the cost overruns created by the default of 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 is being amortized over the five-year term of the participants’ lease dedication beginning January 1, 2019 and ending on December 31, 2023. Amortization expense of this asset (the net amounts are reflected as Deferred Contract Costs in the accompanying consolidated balance sheets) in 2020 and 2019 totaled $794,600 and $253,745, respectively and is included in depreciation and amortization expense.Contents

~~Below is~~SALAMANDER ~~a table outlining future amortization of deferred contract costs for the years ending December 31~~INNISBROOK, LLC

2021	$	872,255
2022		872,255
2023		872,256
Total deferred construction costs	$	2,616,766

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

29December 31, 2021 and 2020

81. ~~Related~~Nature ~~Party~~of ~~Transactions~~Business

WeSalamander ~~incurred~~Innisbrook, ~~management~~LLC ~~fees~~(the to“Company”), ~~Salamander~~own ~~Hospitality,~~and ~~LLC,~~operates anthe ~~entity related~~Innisbrook toResort usand Golf Club (the “Resort”). The Company is owned by ~~virtue~~a ofsole ~~common~~member ~~ownership,~~who ofdoes ~~$661,708~~not ~~and~~have ~~$1,129,000~~any inpersonal ~~2020~~liability ~~and~~for ~~2019,~~any ~~respectively.~~of ~~These~~the ~~fees~~Company’s ~~are~~obligations ~~included~~except inas ~~general~~ expressly provided by law and/or ~~administrative~~contractual ~~expenses~~obligation. inThe ~~the~~Company ~~accompanying~~owns ~~consolidated~~three ~~statements~~condominiums ofunder ~~operations~~Salamander Innisbrook Condominiums, LLC.

AtThe ~~December~~Company ~~31,~~controls ~~2020~~ and ~~2019,~~operates ~~accounts~~the ~~receivable,~~Rental ~~net~~Pool ~~includes~~Lease ~~$132~~Operation (the “Rental Pool”),~~075~~ a securitized pool of condominiums owned by participating condominium owners (the “Participating Owners”) and ~~$172~~rented as hotel rooms to guests of the Resort (an average of 246 units or 294 hotel rooms participate at any given time). Pursuant to the Innisbrook Rental Pool Master Lease Agreement,~~703,~~ ~~respectively~~dated January 1, ~~due~~2014 ~~from~~(the ~~Innisbrook~~“Master ~~Condominium~~Lease” ~~Association~~or “MLA”), quarterly distributions of a percentage ~~third~~of ~~party~~room ~~collectively~~revenues ~~owned~~are byrequired to be made to the condominium owners ~~at Innisbrook~~participating in the Rental Pool. ~~These~~Other ~~receivables~~resort ~~were~~facilities ~~recovered~~include infour ~~2021~~18-hole golf courses, four restaurants, three convention facilities, a health spa, fitness center, tennis and ~~2020~~recreation facilities, ~~respectively~~themed water park and five swimming pools.

At December 31, 2020 and 2019, we owed our affiliate approximately $1,780,000 and $1,764,000, respectively. The differences between these amounts and the balances of the due to affiliates in our consolidated balance sheets arise from various affiliate receivables; none of which are significant., The affiliate receivables and payables are unsecured, non-interest bearing and are due on demand.

The Innisbrook Rental Pool Lease Operation paid us approximately $153,000 and $142,000 as reimbursement for maintenance and housekeeping labor, use of the telephone lines and other supplies during the years ended December 31, 2020 and 2019, respectively2. ~~These~~Summary ~~reimbursements are reflected as reductions~~ of ~~general~~Significant ~~and~~Accounting ~~administrative expenses in the accompanying consolidated statements of operations.~~Policies

WePrinciples ~~had~~of ~~amounts~~Consolidation ~~due~~- toThe ~~the~~accompanying ~~Innisbrook~~consolidated ~~Rental~~financial ~~Pool~~statements ~~Lease~~include ~~Operation for~~ the ~~quarterly~~accounts ~~distribution~~and balances of ~~$325,081~~the Company and ~~$528~~its wholly owned subsidiaries,~~001~~ atSalamander ~~December~~Innisbrook 31Securities, ~~2020~~LLC and ~~2019~~Salamander Innisbrook Condominium, ~~respectively.~~LLC ~~These~~(hereinafter ~~amounts~~collectively ~~were~~referred ~~paid~~to inas ~~2021~~“we”, “us”, or “our”). All significant intercompany balances and ~~2020, respectively~~transactions have been eliminated in consolidation.

~~All~~Statements ~~three~~ of ~~the~~Cash ~~condominiums~~Flows ~~that~~- weFor ~~own~~purposes ~~participated~~of in the ~~Rental Pool~~statements ~~under~~of ~~the~~cash ~~Agreement~~flows, inwe ~~2020~~consider ~~and~~all ~~2019,~~liquid ininvestments ~~the~~purchased ~~same~~with ~~manner~~an asoriginal ~~all~~maturity ~~other~~of ~~Rental~~three ~~Pool~~months ~~participants~~or less to be cash equivalents.

9In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. ~~Paycheck~~2016-18, ~~Protection~~“Statement ~~Program~~of ~~Loan~~Cash Flows” which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. As a result, changes in restricted cash are required to be classified as either operating activities, investing activities, or financing activities depending on the nature of the activities that gave rise to the restrictions. Restricted cash consists primarily of funds held in a reserve account as required under a note payable agreement executed March 28, 2017 with Truist Bank (formerly known as Branch Banking and Trust Company (“BB&T”)) (Note 10).

InThe ~~April~~following ~~2020,~~tables weprovide ~~received~~additional adetail, ~~Paycheck~~by ~~Protection~~consolidated ~~Program~~financial ~~loan~~statement ~~("PPP loan")~~line ~~of $3~~item,~~394,500. At~~ ~~December 31, 2020, the loan had an interest rate~~ of ~~1% and a term of 5 years, however under~~ the ~~program, the~~ASU ~~loan,~~2016-18 ~~and~~impacts ~~related accrued interest, was eligible to be forgiven by the Small Business Administration (“SBA”) for costs we incurred for payroll, rent, utilities, and other allowable expenses~~ in ~~2020. In 2020, we used~~ the ~~full~~accompanying ~~amount~~statements ~~received~~of ~~from~~cash ~~the~~flows ~~PPP loan~~ for ~~eligible expenses and in 2021 received notice that~~ the ~~entire~~years ~~PPP~~ended ~~loan~~December ~~had been forgiven by the Small Business Administration. As such~~31, ~~the balance of the loan will be reflected in other income in our~~ 2021 ~~consolidated~~and ~~statement of operations~~2020.

~~10. Note Payable~~

On March 28, 2017, we obtained a loan in the amount of fifteen million dollars ($15,000,000) from Branch Banking and Trust Company (“BB&T”). The loan is 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. Interest on this loan is being charged at the One Month LIBOR Rate plus two and one quarter percent 2.25% per annum adjusted monthly on the first day of each LIBOR interest period (2.44% as of December 31, 2020). The loan is collateralized by our real and personal property, the assignment and/or subordination of leases and our management agreement with an affiliate and guarantees by certain affiliates.


	2021		2020
Cash	$	3,226,557	$	2,010,377
Restricted cash		2,041,193		2,031,044
Total cash and restricted cash, shown in statements of cash flows	$	5,267,750	$	4,041,421

The loan agreement contains customary financial covenants, including a covenant to maintain a debt service coverage ratio of at least 1.10 to 1.0, measured annually at the end of each fiscal year and a covenant to maintain a tangible net worth of not less than $15,000,000 at all times. Violations of any such covenants and provisions would allow BB&T to accelerate the repayment of the indebtedness. At December 31, 2020, we were in violation of certain covenants, however BB&T has waived their rights with respect to such acceleration.

AsRevenues, ~~part~~Deferred ofRevenue ~~our~~and ~~loan~~Accounts ~~agreement,~~Receivable we- ~~deposited~~Revenues ~~$1,500,000~~are ~~into~~derived from a ~~cash reserve~~variety ~~account~~of insources ~~March~~including, ~~2017.~~but Onnot ~~February~~limited 28to, ~~2018~~hotel, wefood ~~deposited~~and anbeverage ~~additional $1~~operations,~~000,000~~ ~~into~~retail ~~such~~sales, ~~account~~golf ascourse ~~required.~~operations ~~The~~and ~~loan~~commissions ~~amendment that~~on ~~occurred~~real inestate ~~April~~transactions. ~~2019~~With ~~included~~ the ~~release~~exception of ~~$500,000~~initiation ~~from~~fees ~~the~~and ~~cash~~membership ~~reserve~~dues, ~~account~~all ~~which~~revenues ~~was~~net ~~used~~of toany ~~pay~~sales ~~down~~and ~~the~~other ~~note.~~taxes ~~The~~collected ~~remaining reserve~~are ~~account~~recognized isas ~~restricted~~products ~~and~~are ~~may~~delivered ~~not~~or beservices ~~used~~are ~~to service the loan~~performed.

30A 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.

At December 31, 2019, the loan had a balance of $12,336,558, which amount was net of unamortized deferred financing costs of $156,320. Future scheduled maturities under the note are as follows as of December 31, 2020:22

Years ending December 31,
2021	$	919,479
2022		10,899,876
		11,819,355
Less current portion		(919,479	)
Less unamortized deferred financing costs		(87,244	)
	$	10,812,632

Table of Contents

11Revenues from performance obligations satisfied over time include membership dues, annual fees and initiation fees. ~~Other~~The ~~Subsequent~~membership ~~Events~~initiation fees at the Resort are nonrefundable and are initially recorded when received as deferred revenue and amortized over the average life of a membership 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).

InAccounts ~~June~~receivable ~~2021,~~represent weamounts ~~received~~due $2from our memberships,~~000,000~~ ~~under~~resort aguests ~~second~~and ~~round~~companies ~~PPP~~or ~~loan. The loan~~individuals ~~accrues~~that ~~interest~~held atconferences 1%or ~~and~~group ~~all~~stays orat athe ~~portion~~Resort, net of the ~~loan~~allowance for doubtful accounts. We perform periodic credit evaluations of our customers and ~~accrued~~members ~~interest~~and ~~will~~generally bedo ~~eligible~~not ~~for~~require ~~forgiveness~~collateral bybecause we believe we have procedures in place to minimize the ~~SBA~~possibility ifof wesignificant ~~expend such~~losses ~~amount~~occurring. ~~for~~Companies ~~payroll,~~with ~~rent,~~a ~~utilities,~~recent ~~and~~prior ~~other~~direct ~~allowable~~billing ~~expenses~~positive ~~during~~history with the ~~covered~~Resort ~~period,~~are asgranted ~~defined~~credit for billing. If ~~the loan is~~ companies have not ~~forgiven,~~been itto ~~would~~the ~~have~~Resort ~~a term of~~within ~~five~~the past two years, ~~with~~an ~~interest~~updated ~~payments~~credit ~~commencing~~evaluation inis ~~October~~conducted. ~~2022~~Terms are negotiable by group contract, but invoices are typically due 30 days from the receipt of invoice.

We review accounts receivable monthly to determine if any receivables are uncollectible. Any receivable considered to be doubtful of collection is included in the allowance for doubtful accounts. The balances in the allowance for doubtful accounts were $31,314 and $32,772 as of December 31, 2021 and 2020, respectively. After all attempts to collect the receivable have failed, the receivable is written off against the allowance.

~~SUPPLEMENTAL~~In ~~SCHEDULES~~addition, OFgift ~~RENTAL~~card ~~POOL~~purchases ~~LEASE OPERATION~~and advanced event deposits are collected and deferred and recognized as income as the service is performed at a future date. Deferred revenue includes unrecognized initiation fee liabilities, unearned member dues, gift card liability and advanced events deposits. Deferred revenue was as follows as of December 31:

~~HISTORICAL SUMMARY~~

The following financial statements of the Innisbrook Rental Pool Lease Operation (the “Rental Pool”) are for the years ended December 31, 2020 and 2019.


	2021		2020
Current portion of deferred revenues	$	4,416,271	$	3,592,589
Deferred revenues, net of current portion		1,390,155		1,086,508
	$	5,806,426	$	4,679,097

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

Practical 32Expedients and Exemption - There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and our disclosures. In our adoption and application of ASC 606, we 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 we believe our revenues would not be materially different if we had chosen to treat each contract separately.

~~Report~~Use of ~~Independent Registered~~Estimates ~~Public~~- ~~Accounting~~The ~~Firm~~preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 our beliefs that all of our long-lived assets, are recoverable, that our estimates of the average lives of memberships from which we base our revenue recognition are reasonable and that no significant loss will result from the resolution of the litigation discussed in Note 5. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the periods they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

~~To the~~Concentrations ~~Sole~~of ~~Member~~Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and ~~Manager~~accounts ~~Salamander~~receivable. Cash ~~Innisbrook~~consists of bank deposits which may, ~~LLC~~at ~~and~~times, exceed federally insured limits. No losses have been experienced in such accounts.

We used the ~~Lessors~~ offollowing methods and assumptions in estimating the ~~Innisbrook~~fair ~~Rental~~values ~~Pool~~of ~~Lease~~our ~~Obligation~~financial instruments:

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

~~Opinion on~~● ~~the~~Deferred ~~Financial~~revenues: ~~Statements~~The carrying amounts of these accounts approximate their fair values because they approximate their net present values considering relevant risk factors.

We have audited the accompanying balance sheets of the Distribution Fund and the Maintenance Fund of the Innisbrook Rental Pool Lease Operation (the “Rental Pool”) (funds created for participants who have entered into a rental pool agreement as explained in Note 1) as of December 31, 2020 and 2019, and the related statements of operations and changes in participants’ fund balances of the Distribution Fund and statements of changes in participants’ fund balances of the Maintenance Escrow Fund for years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Rental Pool as of December 31, 2020 and 2019, and the results of its operations and changes in participants’ fund balances for years then ended, in conformity with accounting principles generally accepted in the United States of America.23

~~Basis~~Table ~~for Opinion~~of Contents

~~These financial~~● ~~statements~~Debt: ~~are~~The ~~the~~carrying ~~responsibility~~values of ~~the~~variable ~~Rental~~rate ~~Pool’s~~debt ~~management.~~financing ~~Our~~reflected ~~responsibility~~in ~~is to express an opinion on~~ the ~~Rental~~ ~~Pool’s~~balance ~~financial~~sheets ~~statements~~at ~~based~~December on31, ~~our~~2021 ~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)~~ and ~~are~~2020 ~~required~~approximates totheir befair ~~independent~~values ~~with~~as ~~respect to~~ the ~~Rental~~changes ~~Pool~~ in ~~accordance with~~their ~~the~~associated ~~U.S.~~interest ~~federal~~rates ~~securities~~reflect ~~laws and~~ the ~~applicable~~current ~~rules~~market and ~~regulations~~credit ofrisk ~~the~~is ~~Securities~~similar ~~and~~to ~~Exchange~~when ~~Commission~~the ~~and~~loans ~~the~~were ~~PCAOB~~originally obtained.

WeLiquidity ~~conducted our~~– ~~audits~~Our consolidated financial statements are prepared in accordance with ~~the~~U.S. ~~standards~~GAAP ofapplicable ~~the~~to ~~PCAOB.~~a ~~Those~~going ~~standards~~concern, ~~require~~which ~~that~~contemplate wethe ~~plan~~realization of assets and ~~perform~~liquidation of liabilities in the ~~audit~~normal tocourse ~~obtain~~of ~~reasonable assurance~~business. We ~~about~~suffered ~~whether~~a ~~the~~significant ~~financial~~net ~~statements~~loss ~~are~~in ~~free~~2020 primarily as a result of ~~material~~the ~~misstatement,~~COVID- ~~whether~~19 ~~due~~pandemic which forced us to ~~error~~temporarily orclose ~~fraud.~~the ~~The~~Resort ~~Rental~~in ~~Pool~~2020 ~~is not~~and ~~required~~resulted toin ~~have,~~numerous ~~nor~~cancellations. While ~~were~~this wepandemic ~~engaged~~remains toa ~~perform~~rapidly evolving situation, anour ~~audit~~results of ~~its~~operations ~~internal~~and ~~control~~financial ~~over~~position ~~financial~~have ~~reporting.~~improved Asconsiderably ~~part~~in of2021 ~~our~~as ~~audits~~various restrictions resulting from the pandemic have been relaxed, and we are ~~required~~hopeful tothat ~~obtain~~such antrend ~~understanding~~will ofcontinue ~~internal~~throughout ~~control~~the ~~over~~remainder ~~financial~~of ~~reporting~~2022 and beyond. However, ~~but~~the ~~not~~extent ~~for~~of the ~~purpose~~impact of ~~expressing~~COVID‐19 anon ~~opinion~~ our business and financial results will depend on future developments, including the ~~effectiveness~~duration and spread of the ~~Rental~~outbreak ~~Pool’s~~within ~~internal~~the ~~control~~markets ~~over~~in ~~financial~~which ~~reporting.~~we ~~Accordingly~~operate, wegovernment ~~express~~actions noand ~~such~~programs, ~~opinion~~and the related impact on consumer confidence and spending, all of which are highly uncertain.

~~Our audits~~Irrespective ~~included performing procedures to assess the risks~~ of ~~material misstatement of~~ the ~~financial statements~~above, ~~whether~~we ~~due~~believe ~~to error or fraud, and performing procedures~~ that ~~respond~~our tocash ~~those risks. Such procedures included examining,~~ on ahand ~~test~~and ~~basis,~~additional ~~evidence~~cash ~~regarding the~~generated ~~amounts~~from ~~and~~operations ~~disclosures~~will inbe ~~the~~adequate ~~financial~~to ~~statements.~~meet ~~Our~~our ~~audits~~operating ~~also~~and ~~included~~capital ~~evaluating~~obligations for the ~~accounting~~next ~~principles~~twelve ~~used~~months, and ~~significant estimates~~that ~~made~~if byany ~~management,~~short-term ascash ~~well~~needs asare ~~evaluating~~necessary ~~the~~that ~~overall~~our ~~presentation~~member ofwill ~~the~~continue ~~financial~~to ~~statements. We believe our audits~~ provide a ~~reasonable~~capital ~~basis~~to ~~for~~fund ~~our~~some ~~opinion~~needs.

~~Critical Audit~~We ~~Matters~~also have a debt obligation that requires a balloon payment of approximately $10,746,000 in July 2022. On April 4, 2022, the loan maturity date was extended to July 5, 2022. We are currently in negotiations with the lender to refinance the indebtedness and anticipate being able to consummate a long-term refinancing. Accordingly, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

~~The~~Inventories ~~critical audit~~and ~~matters~~Supplies ~~communicated~~- ~~below~~Inventories ~~are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee~~ and ~~that:~~supplies ~~(1) relate to accounts or disclosures that~~ are ~~material~~recorded toat the ~~financial statements~~lower ~~and~~of ~~(2)~~cost, ~~involved~~on ~~our~~a ~~especially challenging~~first-in, ~~subjective~~first-out basis, or ~~complex judgments~~market. ~~We determined there are no critical audit matters.~~

~~/s/~~Property, ~~Cherry~~Buildings ~~Bekaert LLP~~and Equipment, net – Property, buildings and equipment are stated at cost less accumulated depreciation and amortization. We capitalize any asset purchase of $1,000 or more with an estimated useful life of at least three years. Depreciation and amortization are recorded using the straight-line basis over the shorter of the estimated useful lives of the assets, or if applicable, the lease terms. Estimated useful lives are generally as follows:

~~We have served as the Rental Pool’s auditor since 2021.~~

Tampa, Florida


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

~~December 23, 2021~~

~~cbh~~Costs of maintenance and repairs of property and equipment used in operations are charged to expense as incurred, while renewals and betterments are capitalized.~~com~~ When property and equipment are replaced, retired or otherwise disposed of, the costs are deducted from the asset and accumulated depreciation accounts. Gains or losses on sales or retirements of equipment are recorded in operating income.

Impairment 33of Long-Lived Assets - We regularly review long-lived assets for impairment by comparing the carrying values of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment loss has occurred, the loss is recognized during that period. Any impairment loss would be calculated as the difference between asset carrying values and fair value as determined by prices of similar items and other valuation techniques, giving consideration to recent operating performance and pricing trends. There were no impairment losses for the years ended December 31, 2021 and 2020.

INNISBROOK RENTAL POOL LEASE OPERATION
BALANCE SHEETS - DISTRIBUTION FUND
December 31, 2020 and 2019
	2020		2019
ASSETS
RECEIVABLE FROM SALAMANDER INNSIBROOK, LLC
FOR DISTRIBUTION	$	325,073	$	493,559
INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND		8		1,154
	$	325,081	$	494,713
LIABILITIES AND PARTICIPANTS' FUND BALANCES
DUE TO PARTICIPANTS FOR DISTRIBUTION	$	325,081	$	494,713
	$	325,081	$	494,713

Intangibles - Our indefinite life intangibles consist of our trade name valued at $2,300,000 and a water contract valued at $2,030,001. We evaluate intangible assets for impairment annually (or earlier if a significant event occurs that may indicate that the assets may not be recoverable). Factors we consider 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 our overall business; and (3) significant negative industry or economic trends. During the years ending

~~See notes to financial statements.~~24

Table 34of Contents

INNISBROOK RENTAL POOL LEASE OPERATION
BALANCE SHEETS - MAINTENANCE ESCROW FUND
December 31, 2020 and 2019
	2020		2019
ASSETS
CASH	$	292,071	$	150,281
INVESTMENTS		-		200,000
INTEREST RECEIVABLE		-		254
	$	292,071	$	350,535
LIABILITIES AND PARTICIPANTS' FUND BALANCES
ACCOUNTS PAYABLE	$	-	$	28,652
INTEREST PAYABLE TO DISTRIBUTION FUND		8		1,154
TOTAL LIABILITIES		8		29,806
CARPET CARE RESERVE		11,830		1,738
PARTICIPANTS' FUND BALANCES		280,233		318,991
	$	292,071	$	350,535

December 31, 2021 and 2020, we completed our annual intangible impairment assessment, and determined that no impairment of intangible assets existed at either of such dates.

~~See~~Deferred ~~notes~~Financing Costs – Deferred financing costs, which arose from costs incurred to ~~financial~~originate ~~statements~~the financing discussed at Note 10, are being amortized to interest expense over the term of the related indebtedness. The unamortized portions of these costs are reflected as reductions of such debt.

Deferred 35contract costs, net – Deferred contract costs, which arose from the costs of obtaining long term commitments on rental pool agreements that we would not have incurred if the pool participants did not commit to five-year contracts, are being amortized over the contract lives using the straight-line method.

INNISBROOK RENTAL POOL LEASE OPERATION
STATEMENTS OF OPERATIONS - DISTRIBUTION FUND
For the Years Ended December 31, 2020 and 2019
		2020			2019
GROSS REVENUES	$	3,691,134		$	7,321,557
DEDUCTIONS:
Agents' commissions		193,818			326,629
Credit card fees		104,187			198,893
Audit fees		89,004			79,100
Linen replacements		49,583			53,635
Rental pool complimentary fees		12,956			24,714
		449,548			682,971
ADJUSTED GROSS REVENUES		3,241,586			6,638,586
AMOUNT RETAINED BY LESSEE		(1,944,952	)		(3,983,152	)
GROSS INCOME DISTRIBUTION		1,296,634			2,655,434
ADJUSTMENTS TO GROSS INCOME DISTRIBUTION:
General pooled expense		(7,370	)		(3,940	)
Miscellaneous pool adjustments		(651	)		(677	)
Corporate complimentary
occupancy fees		2,180			4,508
Occupancy fees		(412,903	)		(820,078	)
Advisory Committee expenses		(90,996	)		(140,239	)
NET INCOME DISTRIBUTION		786,894			1,695,008
ADJUSTMENTS TO NET INCOME DISTRIBUTION:
Occupancy fees		412,903			820,078
Hospitality suite fees		542			3,183
Associate room fees		9,730			19,960
Incentives		241,260			163,356
AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS	$	1,451,329		$	2,701,585

~~See~~Advertising - ~~notes~~Advertising tocosts, ~~financial~~which ~~statements~~are expensed as incurred, were $522,665 and $452,640 for the years ended December 31, 2021 and 2020, respectively.

Leases 36- 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.

~~INNISBROOK~~Income ~~RENTAL~~Taxes ~~POOL~~With ~~LEASE~~the ~~OPERATION~~exception of an entity owned by Salamander Innisbrook Securities, LLC for which income taxes have been minimal the Company, and its subsidiaries are single-member limited liability companies, and therefore, no provision or liability for federal or state income taxes has been included in the accompanying consolidated financial statements. The results of our consolidated operations are included in the income tax return of our member.

~~STATEMENTS~~Under OFFASB ~~CHANGES~~ASC IN740-10, ~~PARTICIPANTS~~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 ~~FUND BALANCES~~tax –status ~~DISTRIBUTION~~as ~~FUND~~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.

~~For~~We evaluate the ~~Years~~validity ~~Ended~~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. Our member files income tax returns in the U.S. federal jurisdiction and the State of Virginia. At December 31, ~~2020~~2021, ~~and~~we ~~2019~~do not believe that any uncertain tax positions exist.

	2020			2019
BALANCE, beginning of year	$	-		$	-
ADDITIONS:
Amounts available for distribution		1,451,329			2,701,585
Interest received or receivable from Maintenance Escrow Fund		441			12,725
REDUCTIONS:
Amounts accrued or paid to participants		(1,451,770	)		(2,714,310	)
BALANCE, end of year	$	-		$	-

3. Property, Buildings and Equipment

~~See~~Property, ~~notes~~buildings, toand ~~financial~~equipment ~~statements.~~consist of the following as of December 31, 2021 and 2020:

INNISBROOK RENTAL POOL LEASE OPERATION


	2021		2020

Land and land improvements	$	21,468,424	$	21,364,598
Buildings		28,161,755		28,081,650
Furniture, fixtures and equipment		11,004,343		12,775,180
Construction in progress		362,388		73,758
		60,996,910		62,295,186
Less accumulated depreciation and amortization		(28,572,835)		(28,977,499)
	$	32,424,075	$	33,317,687

~~STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES – MAINTENANCE ESCROW FUND~~

~~For the Years Ended December 31, 2020 and 2019~~25

	2020			2019
BALANCE, beginning of year	$	318,991		$	2,691,156
ADDITIONS:
Charges to participants to establish or restore escrow balances		241,308			466,432
Member accounts & miscellaneous		4,998			-
REDUCTIONS:
Carpet Carpet Care Reserve		(12,335	)		-
Maintenance charges		(261,904	)		(2,528,496	)
Member accounts & miscellaneous		-			(12,704	)
Refunds to participants as prescribed by the master lease agreements		(10,825	)		(297,397	)
BALANCE, end of year	$	280,233		$	318,991

Table of Contents

~~See~~Depreciation ~~notes~~and toamortization ~~financial~~expense ~~statements~~was $1,664,733 and $1,712,020 for the years ended December 31, 2021 and 2020, respectively. Amortization expense and related accumulated amortization for assets previously held under finance leases (see Note 4) was $18,791 and $2,056,544, respectively, as of and for the year ended December 31, 2021 and $53,099 and $2,037,753 as of and for the year ended December 31, 2020, respectively.

~~INNISBROOK~~4. ~~RENTAL POOL LEASE OPERATION~~Leases

~~SUPPLEMENTAL~~Operating ~~NOTES TO FINANCIAL STATEMENTS~~Leases

On December 3120, ~~2020~~2018, we entered into a master lease agreement with DLL Finance, LCC for under which we have three leases of golf carts and utility vehicles. Total payments under the leases of $32,300 commenced in April 2019, and continue for a period of 48 months.

As of December 31, 2021, the remaining lease terms in years approximated 1.25 ~~Nature~~and the discount rate was 4.41%. Operating lease liabilities are recorded based on the present value of the ~~Rental~~future ~~Pool~~lease ~~Lease~~payments ~~Operation~~over ~~and~~the ~~Agreements~~lease terms. Future minimum lease payments under operating leases for the years ended December 31 are as follows:

Overview - The Innisbrook Rental Pool Lease Operation (the “Rental Pool”) consists of condominiums located on the premises of the Innisbrook Resort and Golf Club (the “Company”, “Resort” or “Innisbrook”), which are leased by their owners (the “Participants”) to Innisbrook for the purpose of making such units available for resort accommodations. Salamander Innisbrook, LLC, as owner and operator of the Resort, administers the Rental Pool.

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


Years Ending December 31,
2022	$	387,459
2023		96,864
Total future minimum lease payments		484,323

Less imputed interest		(13,836)

Total present value of future minimum lease payments	$	470,487

~~Under~~Operating ~~the~~lease ~~Agreement,~~expense ~~the~~approximated ~~Resort pays the Participant a quarterly distribution equal to 40% of the Adjusted Gross Revenues on the first~~ $~~10 million~~387,000 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, occupancy fees or 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~~years ofended ~~general~~December ~~Rental Pool expenses~~31, ~~the~~ ~~balance~~2021 isand ~~allocated proportionally to the Participants~~2020, ~~based on the Participation Factor as defined in the Agreement~~respectively. 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 Company employees.

~~Under the terms of the Agreement, each owner may elect to participate in the Rental Pool for the following year by signing and executing an Annual Lease Agreement (the “ALA”)~~5. Contingency

OnWe ~~August~~are ~~20,~~currently ~~2018,~~involved ~~the~~in ~~Second~~certain ~~Addendum~~litigation toarising from an Agri-credit construction contract we entered (as agent for and on behalf of the ~~Master~~Rental ~~Lease~~Pool ~~Agreement became~~participants) ~~effective~~with AMH Construction, Inc. (“AMH”) in the amount of $3,420,670. The ~~addendum~~renovation ~~defined~~was ~~the~~performed as a “Turn-Key” ~~renovation~~project with each Participating Owner paying their respective share of the total costs. We, and the ~~Customization~~Lessors' ofAdvisory ~~certain~~Committee ~~units~~of ~~that~~the ~~did~~Rental ~~not~~Pool ~~require~~(“LAC”), ajointly ~~full~~supervised the renovation. On January 23, ~~and~~ ~~provided~~2019, we terminated the contract with AMH for anbreach ~~Incentive~~of tocontract, beincluding ~~paid~~AMH's byfailure to complete the ~~Company~~renovation towork in accordance with the ~~participants~~contract schedule. ~~The~~On ~~Incentive~~April ~~provides~~18, ~~for~~2019, we served a ~~quarterly~~demand ~~payment~~letter to ~~each~~AMH ~~participant~~asserting damages of $4, ~~beginning~~423,070 onfor ~~January~~the 1additional costs incurred by the Participating Owners and return of deposits made for work that was not performed. On August 30, 2019, we filed a lawsuit in Pinellas County, Florida against AMH seeking damages for breach of contract in the amount of $4,423,070 plus attorney fees and ~~ending~~other oncosts ~~December~~of approximately $364,400 in 2019. On October 31, ~~2023~~2019, soAMH ~~long~~filed asa response to our suit including a counterclaim in the ~~unit~~amount ~~continues~~of to$890,751. ~~participate~~AMH alleges in its counterclaim that it was not compensated for work performed. In March 2020, Pinellas County suspended all hearings until further notice due to the ~~Rental~~COVID-19 ~~Pool~~pandemic. Depositions are currently being conducted and we anticipate the case will go to mediation no later than the end of May 2022. Since it is not possible to predict the outcome of this litigation no effect has been given to any gain or loss that may result from its resolution in our consolidated financial statements.

On June 13, 2019, the Third Addendum to the Master Lease Agreement became effective. The addendum provided with two options for funding of the cost overruns created by the default of the AMH contractor. The first option provided for the Company to fund the cost overruns in exchange for the participant’s dedication of the 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 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. The additional incentive is included in Incentive’s adjustment to net income distribution on the statement of operations for the distribution fund.

Nature of Accounts and Fund Balances - The Rental Pool consists of the Distribution Fund and the Maintenance Escrow Fund. The Distribution Fund’s balance sheet primarily reflects amounts receivable from the Company for the Rental Pool distribution payable to Participants and amounts due to the Maintenance Escrow Fund. The operations of the Distribution Fund reflect the calculation of pooled earnings, management fees and adjustments, as defined.

~~The Maintenance Escrow Fund, which is managed by the LAC reflects the accounting for certain escrowed assets of the Participants and, therefore, has no operations~~6. ItRetirement consists primarily of amounts escrowed on behalf of Participants or amounts due from the Distribution Fund to meet minimum escrow requirements, fund the carpet care reserve, maintain the interior of the units, and fund renovations of the units. The Innisbrook Rental Pool Trust was established on February 1, 2002 to create a Trust, which holds certain assets maintained in such escrow accounts.Plan

39 We sponsor 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. We match one half of the first 6% of the contributions of each employee. We made matching contributions of approximately $229,000 and $133,000 for the years ended December 31, 2021 and 2020, respectively.

Maintenance Escrow Fund Accounts - The MLA provides that 90% of the Occupancy Fees earned by each Participant are deposited in the Participant’s Maintenance Escrow Fund account. Beginning in 2011, by mutual agreement between the LAC and the Resort, until it is determined that the fund requires replenishment, both the occupancy fee (Paragraph 7.3 of the MLA) and the carpet care reserve (Paragraph 1.6 of the MLA) deposit amounts will be 0%. This account provides funds for payment of amounts that are due from Participants under the Agreement for maintenance and refurbishment services. Should a Participant’s balance fall below that necessary to provide adequate funds for maintenance and replacements, the Participant is required to restore the escrow balance to a defined minimum level. The MLA provides for specific fund balances to be maintained, by unit type, size and age of refurbishment, as defined in the Agreement. Under the MLA, a percentage of the occupancy fees are deposited into the carpet care reserve in the Maintenance Escrow Fund, which bears the expenses of carpet cleaning for all Participants. This percentage is estimated to provide the amount necessary to fund carpet cleaning expenses and may be adjusted annually. The amounts expended for carpet care were approximately $17,000 and $2,600 for the years ended December 31, 2020 and 2019, respectively.

The LAC invests the maintenance escrow funds on behalf of the Participants and in compliance with restrictions in the Agreements. The LAC consists of nine Participants elected to advise the Resort owner in Rental Pool matters and negotiate amendments to the lease agreement. Income earned on these investments is allocated proportionately to Participants’ Maintenance Escrow Fund accounts and paid quarterly.26

2.Table ~~Summary~~ of ~~Significant Accounting Policies~~Contents

~~Basis~~7. ofRental ~~Accounting~~Pool ~~-The accounting records of the funds are maintained on the accrual basis of accounting.~~Operations

~~Cash~~In -December ~~Cash~~2013, ~~consists~~we entered a Master Lease Agreement (“Agreement”) with the Rental Pool’s Lessors Advisory Committee (“LAC”). The Agreement commenced on January 1, 2014 for a period of ~~bank~~ten ~~deposits~~years, replacing all lease agreements previously in existence. Under the Agreement, the Resort pays the Participant 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. The Participants are also entitled to 35 nights in-season and complimentary gift certificates for golf and food & beverage. Their guests will be entitled to the same privileges as the Participants when occupying the participant’s units. In 2021 and 2020, amounts available to Participants under the Agreement approximated $2,725,000 and $1,451,000 respectively , of which ~~may~~approximately $596,600 atand ~~times~~$264, ~~exceed~~900 ~~federally~~were ~~insured~~owed ~~limits~~as of December 31, 2021 and 2020. NoThe ~~losses~~balances ~~have~~owed, ~~been~~along ~~experienced~~with the incentives discussed in ~~such~~the ~~accounts~~following paragraph are reflected as a Rental Pool liability in our consolidated balance sheets. These amounts were paid in 2022 and 2021, respectively.

~~Certificates~~On ofAugust ~~Deposit~~20, -2018, ~~The~~the ~~LAC~~Second ~~invests~~Addendum ~~amounts~~to ~~maintained in~~ the ~~maintenance~~Master ~~escrow~~Lease ~~fund~~Agreement ~~primarily~~became ineffective. ~~certificates~~The addendum defined the Turn-Key renovation, the customization of ~~deposit~~certain ~~held~~units ~~with~~that did not require a ~~financial~~full ~~institution~~renovation, and provided for an incentive payment plan (“Incentive”) to be paid by us to the Participants. AsThe ofIncentive provides for a quarterly payment to each participant, beginning on January 1, 2019 and ending on December 31, ~~2019~~2023, ~~the~~so ~~certificates had~~long anas ~~interest~~the ~~rate~~unit ofcontinues ~~2.30%~~to ~~and~~participate ~~had~~in ~~six-month~~the ~~maturities~~Rental Pool. AsIncentive payments due as of December 31, ~~2019,~~2021 ~~accrued~~and ~~interest~~2020 ~~earned~~totaled ~~was~~$76,790 and $~~254~~60,090, ~~which~~respectively, ~~amount~~and is are included in the ~~accompanying~~Rental ~~financial~~Pool ~~statements~~liability ofin the ~~maintenance~~accompanying ~~escrow~~consolidated ~~fund~~balance sheets. AtThe ~~December~~amounts ~~31,~~were ~~2019,~~paid ~~the~~in ~~cost~~2022 ofand ~~these~~2021, ~~investments approximates fair value~~respectively.

~~Revenue~~On -July ~~All~~2, ~~room~~2019, ~~revenue~~the ~~net~~Third Addendum to the MLA became effective. The addendum provided with two options for funding of ~~any~~the ~~sales~~cost overruns created by the default of 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 ~~other taxes~~the ~~collected~~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 is being amortized over the five-year term of the participants’ lease dedication beginning January 1, 2019 and ending on December 31, 2023. Amortization expense of this asset (the net amounts are ~~recognized~~reflected as ~~services~~Deferred Contract Costs in the accompanying consolidated balance sheets) in 2021 and 2020 approximated $927,300 and $794,600, respectively, and are ~~performed~~included in depreciation and amortization expense.

~~Accounts~~Below ~~Receivable~~is -a ~~Receivables~~table ~~are~~outlining ~~presented~~future ~~net~~amortization of ~~any~~ ~~allowances~~deferred ~~for~~contract ~~uncollectible~~costs ~~amounts.~~for ~~All receivable balances reflected in~~ the ~~accompanying~~years ~~financial~~ending ~~statements as of~~ December 31, ~~2020 and 2019, were collected in 2021 and 2020, respectively. As such, an allowance for doubtful accounts is not considered necessary as of December 31, 2020 and 2019.~~

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions which affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Actual results could differ from those estimates.

Income Taxes - No federal or state taxes have been reflected in the accompanying financial statements as the tax effect of fund activities accrue to the Participants. The Innisbrook Rental Pool Trust files an annual tax return, which remains subject to examination by taxing authorities for years on or after 2016. The Rental Pool and related Trust have adopted the Financial Accounting Standards Board Accounting Standards Codification Topic 740-10, Accounting for Uncertainty in Income Taxes. This topic requires the Rental Pool and the related Trust to evaluate each of their tax positions and the information reported in the Trust’s tax return to determine if such information and positions are more likely than not to be sustained under examination by a taxing authority. A tax position includes an entity’s tax status, which includes considerations as to the qualifications of the Trust and the decision that all fund activities pass through to the participants of the Rental Pool.


2022	$	924,593
2023		924,593
Total deferred construction costs	$	1,849,186

The Rental Pool and trustees of the Trust have evaluated their tax positions and have determined that no provision or liability for income taxes is necessary. Conclusions regarding uncertain tax positions are evaluated on an annual basis to determine if facts or circumstances have arisen that might cause a change in judgment regarding the likelihood of a tax position’s sustainability under examination. At December 31, 2020, the Innisbrook Rental Pool Trust believes that no uncertain tax positions exist.

~~NOTE~~8. 3Other ~~- RELATED~~Related ~~PARTY TRANSACTIONS~~Party Transactions

~~Pursuant~~We toincurred ~~the~~management ~~terms~~fees ofto ~~the~~Salamander ~~Master Lease Agreement~~Hospitality, ~~the Rental Pool paid the Company approximately $153~~LLC,~~000~~ ~~and~~an ~~$142,000~~entity asrelated ~~reimbursement~~to ~~for~~us ~~maintenance~~by ~~and~~virtue ~~housekeeping~~of ~~labor~~common ownership, ~~use~~ of ~~telephone lines~~$1, 019,921 and ~~other supplies during the years ended December 31~~$661,708 ~~2020~~in 2021 and ~~2019~~2020, respectively. These Atfees ~~December~~are ~~31,~~included ~~2020~~in general and ~~2019,~~administrative ~~accounts~~expenses ~~payable included~~ in the accompanying ~~balance~~consolidated ~~sheets~~statements of ~~the Maintenance Escrow Fund include approximately $0 and $15,520, respectively, payable to the Company for such items~~operations.

~~Salamander~~At ~~Innisbrook~~December ~~Condominium~~31, ~~LLC~~2021 and 2020, awe ~~wholly~~owed ~~owned~~our ~~subsidiary~~affiliates ~~of Salamander~~approximately ~~Innisbrook~~$494,000 ~~LLC~~and $1,780,000, ~~owns three condominiums~~respectively. The ~~All~~differences ~~three~~between ~~condominiums~~these ~~participate~~amounts inand the ~~Rental~~balances ~~Pool~~of ~~under~~ the ~~MLA~~due to affiliates in ~~the~~our ~~same~~consolidated ~~manner as~~balance ~~other~~sheets ~~Rental~~arise ~~Pool~~from ~~participants~~various affiliate receivables; none of which are significant. The affiliate receivables and payables are unsecured, non-interest bearing and are due on demand.

41 Pursuant to terms of the Agreement, the Innisbrook Rental Pool Lease Operation reimbursed us approximately $181,000 and $153,000 in 2021 and 2020, 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.

~~SIGNATURES~~27

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

	SALAMANDER INNISBROOK, LLC
Date : December 23, 2021	By:	/s/ Prem Devadas
		Prem Devadas
		Manager (Chief Executive Officer)

At December 31, 2021 and 2020 we were owed $110,304 and $132,075 respectively, from Innisbrook Condominium Association, a third party collectively owned by the condominium owners at Innisbrook.

~~Pursuant~~All tothree ~~the requirements~~ of the ~~Securities~~condominiums ~~Exchange~~that ~~Act~~we ofown ~~1934, this~~participated ~~report~~in ~~has~~the ~~been~~Rental ~~signed~~Pool ~~below~~under by the ~~following~~Agreement ~~persons~~in on2021 ~~behalf of the registrant~~ and 2020, in the ~~capacities~~same ~~and~~manner onas ~~the~~all ~~dates~~other ~~indicated~~Rental Pool participants.

Signatures	Title(s)	Date
/s/ Prem Devadas	Manager (Chief Executive Officer)	December 23, 2021
/s/ Dale Pelletier	Chief Financial Officer (Principal Financial Officer	December 23, 2021
	and Principal Accounting Officer)

9. Paycheck Protection Program Loans

42 In April 2020, we received a Paycheck Protection Program loan ("PPP loan") of $3,394,500. At December 31, 2020, the loan had an interest rate of 1% and a term of 5 years, however, under the program, the loan, and related accrued interest, was eligible to be forgiven by the Small Business Administration (“SBA”) for costs we incurred for payroll, rent, utilities, and other allowable expenses in 2020. In June 2021, we received notice that the entire PPP loan had been forgiven by the SBA. As such, we recognized a gain on the forgiveness of debt in the amount of the indebtedness in our 2021 consolidated statement of operations.

~~EXHIBIT~~In ~~INDEX~~June 2021, we received a second PPP loan of $2,000,000 that has an interest rate of 1% and a term of 5 years. The loan and related accrued interest, are eligible to be forgiven by the SBA assuming the proceeds are used for eligible costs (i.e. payroll, rent, utilities, and other allowable expenses). In 2021, we used the full amount received from the PPP loan for eligible expenses and expect to apply for forgiveness of such debt by the SBA in 2022.

Exhibit No.		Description
10.1		Loan Agreement Dated as March 28, 2017 among Salamander Innisbrook, LLC and Salamander Innisbrook Condominium, LLC and Branch Banking and Trust Co.
31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.		Interactive data files formatted in XBRL (eXensible Business Reporting Language): (i) the Balance Sheets, (ii)the Statement of Operations, (iii) the Statements of Cash Flows, and (iv) the Notes to the Financial Statements.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Scheme Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

10. Note Payable

43 On March 28, 2017, we obtained a loan in the amount of fifteen million dollars ($15,000,000) from Truist Bank (formerly known as Branch Banking and Trust Company (“BB&T”)). The loan, which has a balance of $10,899,876 (before consideration of unamortized deferred financing costs) at December 31, 2021, is 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. Interest on this loan is being charged at the One Month LIBOR Rate plus two and one quarter percent 2.25% per annum adjusted monthly on the first day of each LIBOR interest period (2.44% as of December 31, 2021). The loan is collateralized by our real and personal property, the assignment and/or subordination of leases and our management agreement with an affiliate and guarantees by certain affiliates.

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.

We are currently in negotiations with the lender to refinance the loan and anticipate being able to consummate a long-term refinancing.

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11. Unaudited 2021 Quarterly Financial Information

The following tables show the unaudited quarterly financial information for the Company.


	March 31, 2021		June 30, 2021		September 30, 2021
Assets		(unaudited)		(unaudited)		(unaudited)
Current assets:
Cash	$	3,066,785	$	4,991,897	$	2,953,064
Accounts receivable, net		1,534,032		1,388,712		1,042,444
Inventories and supplies		861,977		790,528		712,743
Due from affiliates		—		—		23,919
Prepaid expenses and other current assets		922,418		588,591		1,069,685
Total current assets		6,385,212		7,759,728		5,801,855

Property, buildings and equipment, net		33,006,319		32,661,296		32,418,705
Operating lease right-of-use assets		740,426		651,398		561,495
Intangibles		4,330,001		4,330,001		4,330,001
Deferred contract costs, net		2,551,037		2,315,814		2,094,158
Restricted cash		2,042,079		2,041,899		2,041,159
Deposits and other assets		296,207		316,060		403,832
Total assets	$	49,351,281	$	50,076,196	$	47,651,205

Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	1,222,286	$	1,031,076	$	1,027,157
Accrued liabilities		2,158,868		1,543,019		1,462,612
Rental Pool liability		723,471		779,185		551,140
Current portion deferred revenues		3,388,371		3,680,889		3,896,516
Due to affiliates		1,703,828		1,253,621		859,674
Current portion - operating leases		270,050		366,072		370,123
Current portion - note payable, net of unamortized deferred financing costs		11,520,642		11,308,948		11,096,191
Total current liabilities		20,987,516		19,962,810		19,263,413

Deferred revenues, net of current portion		1,167,675		1,284,399		1,295,136
Operating leases, net of current portion		470,376		285,326		191,372
Paycheck Protection Program Loan		3,394,500		2,000,000		2,000,000

Total liabilities		26,020,067		23,532,535		22,749,921

Member’s equity		23,331,214		26,543,661		24,901,284
Total liabilities and member’s equity	$	49,351,281	$	50,076,196	$	47,651,205

Table of Contents


	Three months		Three months		Six Months		Three months
	ended		ended		ended June 30,		ended		Nine Months ended
	March 31, 2021		June 30, 2021		2021		September 30, 2021		September 30, 2021
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues:
Room revenues	$	1,853,088	$	2,004,167	$	3,857,255	$	1,393,024	$	5,250,279
Other revenues		7,444,815		6,728,293		14,173,108		4,958,649		19,131,757
Total revenues		9,297,903		8,732,460		18,030,363		6,351,673		24,382,036

Costs and expenses:
Operating costs and expenses		4,016,136		4,486,846		8,502,982		3,836,968		12,339,950
General and administrative		3,602,672		3,690,422		7,293,094		3,424,279		10,717,373
Depreciation and amortization expense		658,582		647,826		1,306,408		645,073		1,951,483
Total costs and expenses		8,277,390		8,825,094		17,102,484		7,906,320		25,008,804

Operating income (loss)		1,020,513		(92,634)		927,879		(1,554,647)		(626,768)

Gain on forgiveness of Paycheck Protection Program loan		—		3,394,500		3,394,500		—		3,394,500
Interest expense		(90,095)		(89,420)		(179,515)		(87,731)		(267,246)

Net income (loss)	$	930,418	$	3,212,446	$	4,142,864	$	(1,642,378)	$	2,500,486

12. Land Development and Sale Contract

On April 13, 2021, the Company entered into an Agreement for the Sale and Purchase of Real Property with Toll Bros., Inc. for the sale and residential development of approximately 53 acres of land along the northern boundary of the property. The sale is contingent upon approval of a land use plan amendment and an amendment to the RPD master plan for Innisbrook from Pinellas County and other governmental agencies. The Company filed a plan amendment application with Pinellas County on December 15, 2021. The Company expects to obtain the necessary approvals in July 2022, subject to any appeals.

13. Subsequent Events

Note Payable Extension - See Note 10.

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SUPPLEMENTAL SCHEDULES OF RENTAL POOL LEASE OPERATION

HISTORICAL SUMMARY

The following financial statements of the Innisbrook Rental Pool Lease Operation (the “Rental Pool”) are for the years ended December 31, 2021 and 2020.

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Report of Independent Registered Public Accounting Firm

To the Sole Member and Manager

Salamander Innisbrook, LLC and

the Lessors of the Innisbrook Rental Pool Lease Obligation

Palm Harbor, Florida

Opinion on the Financial Statements

We have audited the accompanying balance sheets of the Distribution Fund and the Maintenance Fund of the Innisbrook Rental Pool Lease Operation (the “Rental Pool”) (funds created for participants who have entered into a rental pool agreement as explained in Note 1) as of December 31, 2021 and 2020, and the related statements of operations and changes in participants’ fund balances of the Distribution Fund and statements of changes in participants’ fund balances of the Maintenance Escrow Fund for years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Rental Pool as of December 31, 2021 and 2020, and the results of its operations and changes in participants’ fund balances for years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Rental Pool’s management. Our responsibility is to express an opinion on the Rental Pool’s 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 Rental Pool 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 conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Rental Pool is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Rental Pool’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined there are no critical audit matters.

/s/ Cherry Bekaert LLP

We have served as the Rental Pool’s auditor since 2021.

Tampa, Florida

April 15, 2022

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INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS - DISTRIBUTION FUND

December 31, 2021 and 2020


	2021		2020
ASSETS

RECEIVABLE FROM SALAMANDER INNSIBROOK, LLC FOR DISTRIBUTION	$	673,222	$	325,073
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND		8		8
	$	673,230	$	325,081

LIABILITIES AND PARTICIPANTS’ FUND BALANCES

DUE TO PARTICIPANTS FOR DISTRIBUTION	$	673,230	$	325,081
	$	673,230	$	325,081

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS - MAINTENANCE ESCROW FUND

December 31, 2021 and 2020


	2021		2020

ASSETS

CASH	$	290,511	$	292,071
INVESTMENTS		—		—
INTEREST RECEIVABLE		—		—
	$	290,511	$	292,071

LIABILITIES AND PARTICIPANTS’ FUND BALANCES

ACCOUNTS PAYABLE	$	26,730	$	—
INTEREST PAYABLE TO DISTRIBUTION FUND		—		8
TOTAL LIABILITIES		26,730		8

CARPET CARE RESERVE		18,644		11,830
PARTICIPANTS’ FUND BALANCES		245,137		280,233
	$	290,511	$	292,071

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

STATEMENTS OF OPERATIONS - DISTRIBUTION FUND

For the Years Ended December 31, 2021 and 2020


	2021		2020

GROSS REVENUES	$	6,860,215	$	3,691,134

DEDUCTIONS:
Agents’ commissions		290,188		193,818
Credit card fees		193,980		104,187
Audit fees		90,000		89,004
Linen replacements		54,922		49,583
Rental pool complimentary fees		17,932		12,956
		647,022		449,548

ADJUSTED GROSS REVENUES		6,213,193		3,241,586

AMOUNT RETAINED BY LESSEE		(3,726,470)		(1,944,952)

GROSS INCOME DISTRIBUTION		2,486,723		1,296,634

ADJUSTMENTS TO GROSS INCOME DISTRIBUTION:
General pooled expense		(5,702)		(7,370)
Miscellaneous pool adjustments		(136)		(651)
Corporate complimentary occupancy fees		8,089		2,180
Occupancy fees		(684,643)		(412,903)
Office Supplies		(1,454)		—
Advisory Committee expenses		(95,434)		(90,996)

NET INCOME DISTRIBUTION		1,707,443		786,894

ADJUSTMENTS TO NET INCOME DISTRIBUTION:
Occupancy fees		684,643		412,903
Hospitality suite fees		3,293		542
Associate room fees		17,220		9,730
Incentives		311,990		241,260

AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS	$	2,724,589	$	1,451,329

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES - DISTRIBUTION FUND

For the Years Ended December 31, 2021 and 2020


	2021		2020

BALANCE, beginning of year	$	—	$	—

ADDITIONS:
Amounts available for distribution		2,724,589		1,451,329
Interest received or receivable from Maintenance Escrow Fund		31		441
REDUCTIONS:
Amounts accrued or paid to participants		(2,724,620)		(1,451,770)
BALANCE, end of year	$	—	$	—

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES - MAINTENANCE ESCROW FUND

For the Years Ended December 31, 2021 and 2020


	2021		2020

BALANCE, beginning of year	$	280,233	$	318,991

ADDITIONS:
Charges to participants to establish or restore escrow balances		277,187		241,308
Member accounts & miscellaneous		105		4,998
REDUCTIONS:
Carpet Carpet Care Reserve		(5,545)		(12,335)
Maintenance charges		(281,164)		(261,904)
Member accounts & miscellaneous		—		—
Change in Carpet Care Reserve		(6,814)		—
Refunds to participants as prescribed by the master lease agreements		(18,865)		(10,825)
BALANCE, end of year	$	245,137	$	280,233

See notes to financial statements

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INNISBROOK RENTAL POOL LEASE OPERATION

SUPPLEMENTAL NOTES TO FINANCIAL STATEMENTS

December 31, 2021 and 2020

1. Nature of the Rental Pool Lease Operation and Agreements

Rental Pool Agreements - The Rental Pool operates under the provisions of a Master Lease Agreement (the “MLA” or “Agreement”) approved by Company management and the Lessors Advisory Committee (“LAC”). The Agreement commenced on January 1, 2014 for a period of ten years, replacing all lease agreements previously in existence.Under the Agreement, the Resort pays the Participant 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, occupancy fees or when the unit is used for Rental Pool Comps or as a model, linen replacements and credit card fees. Each participant receives a fixed occupancy fee, based upon apartment size, for each day the unit is occupied. After allocation of occupancy fees and the payment of general Rental Pool expenses, the balance is allocated proportionally to the Participants, based on the Participation Factor as defined in the Agreement. Additionally, occupancy fees are paid by the 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 Company employees. Under the terms of the Agreement, each owner may elect to participate in the Rental Pool for the following year by signing and executing an Annual Lease Agreement (the “ALA”). In 2021 and 2020, amounts available to Participants under the Agreement approximated $2,725,000 and $1,451,000 respectively, of which approximately $596,600 and $264,900 were owed by the Company as of December 31, 2021 and 2020. The balances owed, along with the incentives discussed in the following paragraph, were paid by the Company in 2022 and 2021, respectively.

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 to be paid by the Company to the 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 the unit continues to participate in the Rental Pool. Incentive payments due as of December 31, 2021 and 2020, totaled $76,790 and $60,090, respectively.

On June 13, 2019, the Third Addendum to the Master Lease Agreement became effective. The addendum provided with two options for funding of the cost overruns created by the default of the AMH contractor. The first option provided for the Company to fund the cost overruns in exchange for the participant's dedication of the 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 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. The additional incentive is included in Incentive's adjustment to net income distribution on the statement of operations for the distribution fund.

The Maintenance Escrow Fund, which is managed by the LAC reflects the accounting for certain escrowed assets of the Participants and, therefore, has no operations. It consists primarily of amounts escrowed on behalf of Participants or amounts due from the Distribution Fund to meet minimum escrow requirements, fund the carpet care reserve, maintain the interior of the units, and fund

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renovations of the units. The Innisbrook Rental Pool Trust was established on February 1, 2002 to create a Trust, which holds certain assets maintained in such escrow accounts.

Maintenance Escrow Fund Accounts - The MLA provides that 90% of the Occupancy Fees earned by each Participant are deposited in the Participant’s Maintenance Escrow Fund account. Beginning in 2011, by mutual agreement between the LAC and the Resort, until it is determined that the fund requires replenishment, both the occupancy fee (Paragraph 7.3 of the MLA) and the carpet care reserve (Paragraph 1.6 of the MLA) deposit amounts will be 0%. This account provides funds for payment of amounts that are due from Participants under the Agreement for maintenance and refurbishment services. Should a Participant’s balance fall below that necessary to provide adequate funds for maintenance and replacements, the Participant is required to restore the escrow balance to a defined minimum level. The MLA provides for specific fund balances to be maintained, by unit type, size and age of refurbishment, as defined in the Agreement. Under the MLA, a percentage of the occupancy fees are deposited into the carpet care reserve in the Maintenance Escrow Fund, which bears the expenses of carpet cleaning for all Participants. This percentage is estimated to provide the amount necessary to fund carpet cleaning expenses and may be adjusted annually. The amounts expended for carpet care were approximately $5,500 and $17,000 for the years ended December 31, 2021 and 2020, respectively.

2. Summary of Significant Accounting Policies

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

Cash - Cash consists of bank deposits which may, at times, exceed federally insured limits. No losses have been experienced in such accounts.

Revenue - All room revenue net of any sales and other taxes collected are recognized as services are performed.

Accounts Receivable - Receivables are presented net of any allowances for uncollectible amounts. All receivable balances reflected in the accompanying financial statements as of December 31, 2021 and 2020, were collected in 2022 and 2021, respectively. As such, an allowance for doubtful accounts was not considered necessary as of December 31, 2021 or 2020.

Income Taxes - No federal or state taxes have been reflected in the accompanying financial statements as the tax effect of fund activities accrue to the Participants. The Innisbrook Rental Pool Trust files an annual tax return, which remains subject to examination by taxing authorities for years on or after 2016. The Rental Pool and related Trust have adopted the Financial Accounting Standards Board Accounting Standards Codification Topic 740-10, Accounting for Uncertainty in Income Taxes. This topic requires the Rental Pool and the related Trust to evaluate each of their tax positions and the information reported in the Trust’s tax return to determine if such information and positions are more likely than not to be sustained under examination by a taxing authority. A tax position includes an entity’s tax status, which includes considerations as to the qualifications of the Trust and the decision that all fund activities pass through to the participants of the Rental Pool.

The Rental Pool and trustees of the Trust have evaluated their tax positions and have determined that no provision or liability for income taxes is necessary. Conclusions regarding uncertain tax positions are evaluated on an annual basis to determine if facts or circumstances have arisen that might cause a change in judgment regarding the likelihood of a tax position’s sustainability under examination. At December 31, 2021, the Innisbrook Rental Pool Trust believes that no uncertain tax positions exist.

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NOTE 3 - OTHER RELATED PARTY TRANSACTIONS

Pursuant to the terms of the Master Lease Agreement, the Rental Pool paid the Company approximately $181,000 and $153,000 as reimbursement for maintenance and housekeeping labor, use of telephone lines, and other supplies during the years ended December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, no amounts were owed to the Company for such items.

Salamander Innisbrook Condominium, LLC, a wholly owned subsidiary of Salamander Innisbrook, LLC, owns three condominiums. All three condominiums participate in the Rental Pool under the MLA in the same manner as other Rental Pool participants.

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SIGNATURES

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

	SALAMANDER INNISBROOK, LLC

Date : April 15, 2022	By:	/s/ Prem Devadas
			Prem Devadas
			Manager (Chief Executive Officer)

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


Signatures	Title(s)	Date

/s/ Prem Devadas	Manager (Chief Executive Officer)	April 15, 2022


/s/ Dale Pelletier	Chief Financial Officer (Principal Financial Officer	April 15, 2022
	and Principal Accounting Officer)

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EXHIBIT INDEX


Exhibit No.		Description
10.1		Loan Agreement Dated as March 28, 2017 among Salamander Innisbrook, LLC and Salamander Innisbrook Condominium, LLC and Branch Banking and Trust Co.
31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.		Interactive data files formatted in XBRL (eXensible Business Reporting Language): (i) the Balance Sheets, (ii)the Statement of Operations, (iii) the Statements of Cash Flows, and (iv) the Notes to the Financial Statements.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Scheme Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Filing Compare · Salamander Innisbrook, LLC