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~~year ended December 31, ~~2021 and 2020~~2022

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:

~~246~~248 Condominium Rental Pool Units

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

Yes ☐ No ☒

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

Yes ☐ No ☒

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

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

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

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

~~ ~~ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller Reporting Company ☒ Emerging Growth Company ☐

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

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

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

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

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

Yes ☐ No ☒

No established market exists for the Registrant’s membership interests, so there is no market value for such membership interests. There are no membership interests held by non-affiliates as of ~~April~~May 155, ~~2022~~2023.

Issuer has no common stock subject to this report.

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SALAMANDER INNISBROOK, LLC

ANNUAL REPORT ON FORM 10-K

AS OF AND FOR THE ~~YEARS~~YEAR ENDED DECEMBER 31, ~~2021 AND 2020~~2022

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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	1110
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1110
	ITEM 9A.	CONTROLS AND PROCEDURES	11
	ITEM 9B.	OTHER INFORMATION	1211
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

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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.

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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 ~~288~~296 condominium owners (representing ~~294~~295 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

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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.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 TOUR Event

InThe ~~March~~Valspar ~~2020~~Championship, ~~approximately~~a ~~one~~nationally ~~week~~televised, ~~from~~annual ~~the beginning of the 2020~~ PGA ~~Valspar~~TOUR ~~Tournament~~event, ~~Copperhead~~was ~~Charities~~contested ~~and~~on ~~the~~Innisbrook’s ~~PGA~~Copperhead ~~Tour~~course ~~notified~~April us29 ~~that~~– ~~the~~May ~~tournament~~2, ~~would~~2021. beThis ~~cancelled~~was ~~for~~a ~~2020~~capacity ~~due~~restricted toevent by the ~~impacts~~PGA ofTOUR ~~the~~due ~~novel~~to ~~coronavirus~~lingering (“COVID- 19”) ~~pandemic~~concerns. NoThe ~~cancellation~~TOUR ~~fees~~restricted ~~were~~attendance ~~paid~~to by12,000 ~~Copperhead~~patrons ~~Charities~~per ~~but~~day. weFurther, there were ~~reimbursed~~mandated ~~for~~elimination ~~our out-~~of~~-pocket~~ ~~expenses.~~group ~~In April 2021~~gatherings, anmasking ~~agreement~~guidelines ~~was~~and ~~signed~~spacing ~~to continue the Tournament through 2025~~requirements.

The 2022 Valspar Championship, awas ~~nationally~~contested ~~televised,~~at ~~annual~~Innisbook’s ~~PGA~~Copperhead ~~TOUR~~course ~~event~~March 17-20, ~~was~~2022 ~~contest~~without onany ~~Innisbrook’s~~COVID ~~Copperhead~~related ~~course~~restrictions. ~~over~~Further, the tournament dates ofreturned ~~April~~the 29event –to ~~May~~the 2,“Florida ~~2021~~Swing” where four tournaments are contested on consecutive weekends in the state. ~~This~~There ~~was~~is a ~~capacity~~long-term ~~restricted~~agreement ~~event~~between by the PGA TOUR, ~~due~~Copperhead Charities and Innisbrook through the 2025 event to ~~lingering~~contest ~~COVID~~the 19event ~~concerns~~on the Copperhead course. ~~The~~This ~~TOUR~~coincides ~~restricted~~with ~~attendance~~the tocurrent ~~12,000~~agreement ~~patrons~~between ~~per~~Valspar ~~day.~~and ~~Further,~~the ~~there~~PGA ~~were~~TOUR ~~mandated~~that ~~elimination~~expires ofafter ~~group~~the ~~gatherings,~~2025 ~~masking~~event. ~~guidelines~~Attendance ~~and~~estimates ~~spacing~~are ~~requirements~~expected to be roughly 30,000 patrons per day.

The 2022 Valspar Championship was contested at Innisbook’s Copperhead course over the dates of March 17-20 without any COVID related restrictions. Further, the tournament dates returned the event to the “Florida Swing” where four tournaments are contested on consecutive weekends in the state. There is a long term agreement between the PGA TOUR, Copperhead Charities and Innisbrook through the 2025 event to contest the event on the Copperhead course. This coincides with the current agreement between Valspar and the PGA TOUR that expires after the 2025 event. Attendance estimates are expected to be roughly 30,000 patrons per day.

Intellectual Property

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

Competition

Conveniently located near the Florida Gulf Coast and Tampa International Airport, the Resort is located within 900 acres of a dramatically landscaped setting. The Resort competes using a unique price/value strategy through its offering of spacious accommodations, high levels of customer service, award-winning golf, and one of the largest conference facilities in the southeastern United States. The Resort’s major competitors are other similar golf and conference-oriented resorts in the southeastern United States.

Research and Development

We have no research and development expenses.

Environmental Matters

Operation of the golf courses at the Resort involves the use and storage of various hazardous materials such as herbicides, pesticides, fertilizers, motor oils and gasoline. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of certain hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of hazardous substances. As of ~~December~~May 3105, ~~2021~~2023, we are not aware of any violations of these laws, ordinances and regulations.

Government Regulation

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

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Employees

At December 31, ~~2021~~2022, we had ~~370~~414 employees; ~~226~~306 full-time and ~~144~~108 part-time. We also periodically engage casual laborers as needed.

Code of Ethics

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

ITEM 1A. RISK FACTORS

Not required for Smaller Reporting Company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

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, ~~246,~~approximately on250 ~~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~~218 and the average number of ~~246~~ units participating in the Rental Pool at any one time is equivalent to approximately ~~294~~295 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 3. LEGAL PROCEEDINGS

WeAt ~~are~~December ~~currently~~31 2021, we were involved in certain litigation arising from a full-service construction contract we previously entered (as agent for and on behalf of the Rental Pool participants) with AMH Construction, Inc. (“AMH”) in the amount of $3,420,670. The ~~renovation~~litigation ~~was~~arose ~~performed~~from asour adecision ~~“Turn-Key”~~to ~~project~~terminate ~~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~~July 3013, ~~2019~~2022, we ~~filed~~and aAMH ~~lawsuit~~entered ininto ~~Pinellas~~a ~~County,~~settlement ~~Florida~~agreement ~~against~~with ~~AMH~~certain ~~seeking~~amounts ~~damages~~to ~~for~~be ~~breach~~paid ofover ~~contract~~a intwo-year ~~the amount of $4~~period,~~423,070~~ ~~plus attorney fees~~ and ~~other~~included ~~costs of approximately $364,400 in 2019. On October 31, 2019, AMH filed~~ a ~~response~~signed ~~to our suit including~~ a ~~counterclaim~~confessed judgment in the amount of $~~890~~4,~~751~~012, ~~a claim that we deny~~154. ~~AMH~~Payments ~~alleges~~began inon ~~its~~August ~~counterclaim that it was not compensated for work performed. In March 2020~~1, ~~Pinellas~~2022 ~~County~~and ~~suspended~~were ~~all~~supposed ~~hearings until further notice due~~ to ~~the~~continue ~~COVID-19~~through ~~pandemic.~~December ~~Depositions~~1, ~~are~~2024; ~~currently~~however, ~~being~~on ~~conducted~~December ~~and~~15, we2022, ~~anticipate~~AMH ~~the~~filed ~~case~~for ~~will~~Chapter go7 to(also ~~mediation~~commonly noknown ~~later~~as ~~than~~“liquidation”) ~~the end of May 2022~~bankruptcy. ~~Since~~We itreceived istotal ~~not~~payments ~~possible to predict the outcome~~ of ~~this~~approximately ~~litigation~~$165,000 noprior ~~effect has been given~~ to ~~any~~such ~~gain~~bankruptcy orfiling. ~~loss~~We ~~that~~are ~~may~~working ~~result~~with ~~from~~our ~~its~~legal ~~resolution~~counsel into ~~our~~determine ~~consolidated~~next ~~financial statements~~steps.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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

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

The condominium units that are leased to us for Rental Pool participation, are deemed to be securities. These 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.

Because the Rental Pool Securities are real estate related, no dividends have been paid or will be paid to their owners. However, the Rental Pool lease agreements provide that the Rental Pool participants are entitled to a contractual distribution paid quarterly in exchange for our right to use their condominium units in the Rental Pool.

ITEM 6. SELECTED FINANCIAL DATA

Not required for Smaller Reporting Company.

ITEM 7. 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

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.

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 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).

Intangible Assets

We 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. Factors we consider important, and which could indicate impairment, include the following: (iI) significant underperformance relative to historical 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.

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changes in the manner of our use of the acquired assets or the strategy for our overall business; and (iii) significant negative industry or economic trends.

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

During the ~~years~~year ending December 31, ~~2021 and 2020~~2022, we evaluated our intangible assets, and determined that the carrying balances of such assets were recoverable.

Impairment of Other Long-Lived Assets

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, ~~2021~~2022, we believe the carrying values of our other long-lived assets are recoverable.

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 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.

Results of Operations


	Year ended December 31,
	~~2021~~2022		%		~~2020~~2021		%		Inc/(dec)		% Chg
Resort revenues:
Room revenues	$	68,~~967~~853,~~712~~581	20.10	%	$	36,~~760~~967,~~898~~712	1620.81	%	$	31,~~206~~885,~~814~~869	8527.31	%
Other revenues		2735,~~641~~343,~~314~~422	7980.90	%		1827,~~609~~641,~~427~~314	8379.29	%		97,~~031~~702,~~887~~108	4827.59	%
Total revenues		3444,~~609~~197,~~026~~003	100.0	%		2234,~~370~~609,~~325~~026	100.0	%		129,~~238~~587,~~701~~977	5427.7	%

Costs and expenses:
Operating costs and expenses		17,~~365~~987,~~673~~886	5040.27	%		917,~~768~~365,~~855~~673	4350.72	%		7622,~~596,818~~213	773.86	%
General and administrative		1422,~~974~~686,~~490~~634	4351.3	%		1314,~~343~~974,~~514~~490	5943.63	%		17,~~630~~712,~~976~~144	1251.25	%
Depreciation and amortization		2,~~592~~563,~~004~~774	7.5.8	%		2,~~506~~592,~~621~~004	117.25	%		85(28,~~383~~230)	3-1.41	%
Total costs and expenses		3443,~~932~~238,~~167~~294	~~100~~97.98	%		2534,~~618~~932,~~990~~167	~~114~~100.59	%		98,~~313~~306,~~177~~127	3623.48	%
Operating income (loss)		(323,141)	-0.9	%		(3,248,665)	-14.5	%		2,925,524	-90.1	%

Gain on forgiveness of Paycheck
Operating income (loss)		958,709	2.2	%		(323,141)	-0.9	%		1,281,850	-396.7	%
Protection Program loan		3,394,500	9.8	%		—	0.0	%		3,394,500	100.0	%
Gain on forgiveness of Paycheck Protection Program loan		2,000,000	5.8	%		3,394,500	9.8	%		(1,394,500)	-41.1	%
Interest expense		(~~348~~422,~~771~~265)	-1.02	%		(~~437~~348,~~667~~771)	-21.0	%		88(73,~~896~~494)	~~-20~~21.31	%
Net income (loss)	$	2,722,588	7.9	%	$	(3,686,332)	-16.5	%	$	6,408,920	-173.9	%
Net income	$	2,536,444	5.7	%	$	2,722,588	7.9	%	$	(186,144)	-6.8	%

During ~~2021~~2022 overall resort revenues increased by $129,~~238~~587,~~701~~977 or 5427.7% 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 $98,~~313~~306,~~177~~127 or 3623.48% which is attributable to inflation and the increase in revenues across the same period.

Our revenues and results of operations improved considerably in ~~2021~~2022 as activity at the Resort increased due to certain restrictions imposed by the COVID 19 pandemic were relaxed.

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 2020, we used the full amount received from the PPP loan for eligible expenses and in 2021 received notice that the entire PPP loan

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~~In April 2020, we received a Paycheck Protection Program loan ("PPP loan") of $3,394,500. At December 31, 2020, the loan~~ had anbeen ~~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 ~~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.

In June 2021, we received a second ~~Paycheck~~PPP ~~Protection Program~~ loan of $2,000,000 that ~~has~~ had an interest rate of 1% and a term of 5 years. The loan and related accrued interest, ~~are~~were eligible tofor beforgiveness ~~forgiven~~ by the ~~Small Business Administration (“~~SBA”) assuming we used 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~~in ~~apply~~2022 ~~for~~received ~~forgiveness~~notice ofthat the entire second PPP loan had been forgiven. As such, we recognized a gain on the extinguishment of the debt byin the ~~Small~~amount ~~Business~~of ~~Administration~~the indebtedness in our 2022. consolidated statement of operations.

Liquidity and Capital Resources

Cash generated from operating activities approximated $3,406,300 and $1,076,600 in 2022, and 2021, respectively. After accounting for the decline in net income in 2022 compared to 2021 of approximately $200,000, the increase in cash generated by operations was approximately $2,300,000 (which change resulted primarily from the following):

●

The gain on forgiveness of debt (which did not generate cash) was approximately $1,394,000 less in 2022 than it was in 2021

●

Net cash outflows arising from affiliate receivables and payables were approximately $840,000 less in 2022 compared to 2021.

We used cash of approximately $1,426,800 and $930,800 for investing activities in 2022 and 2021, respectively. The increase resulted primarily from an increase in purchases of property and equipment of approximately $653,000.

We used cash of approximately $803,700 in 2022 for financing activities and generated cash from such activities of approximately $1,080,500 in 2021. The difference of approximately $1,884,000 resulted primarily from proceeds received from a $2,000,000 paycheck protection loan in 2021.

We are obligated under a note payable that requires monthly payments of principal (approximately $73,000) and interest. On July 5, 2022, the loan was amended whereby it will be paid via monthly principal payments of $73,051 commencing on August 5, 2022 and continuing thereafter until July 5, 2034 at which time the balance will be paid. 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. We believe that our cash on hand and additional cash generated from operations will be adequate to meet this and other obligations (both capital and operating) for the next twelve months.

Legal Entity Structure

Salamander Innisbrook, LLC is a single- member limited liability company with Salamander Farms, LLC as the sole member.

Income Tax Status

With the 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.

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 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.

Liquidity and Capital Resources

Cash generated from operating activities approximated $1,077,000 in 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:

● 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.

● Cash 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. This improvement was due to timing of cash flows and/or in certain cases (e.g. accounts receivable) growth resulting from increased revenues.

● Net cash outflows arising from affiliate receivables and payables were approximately $1,333,000 greater in 2021 than 2020.

We used cash of approximately $931,000 and $1,202,000 for investing activities in 2021 and 2020, respectively. The decline of 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.

We generated cash from financing activities of approximately $1,081,000 in 2021 and $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

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$2,096,000 in 2020. In addition, proceeds from Paycheck Protection Program loans were $1,394,500 greater in 2020 compared to 2021.

Our results of operations improved considerably in 2021 as various restrictions resulting from the COVID 19 pandemic were relaxed. However, the COVID‐19 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.

Irrespective of the above, we believe that our cash on hand and additional cash generated from operations will be adequate to meet our obligations (both capital and operating) for the next twelve months, and that if any short-term cash needs are necessary that our member will continue to provide capital to fund some needs.

We are obligated under a note payable 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 . In the absence of same we will rely on the member’s support to satisfy the obligation.

Environmental Matters

None.

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Off Balance Sheet Arrangements

We do not have any unconsolidated subsidiaries.

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.

Contractual Commitments

The following is a summary of our contractual obligations as of December 31, ~~2021~~2022:


Contractual Obligations	Total		~~2022~~2023		~~2023~~2024		2025		2026		2027		2028 - 2034
Operating lease obligation (1)	$	~~470~~96,~~376~~865	$	~~374~~96,~~219~~865	$	~~96,157~~—	$	—	$	—	$	—	$	—
Interest payments on outstanding lease obligation (3)		13,948		13,240		708
Interest payments on outstanding lease obligation (2)		(708)		(708)		—		—		—		—		—
Total	$	~~484~~96,~~324~~157	$	~~387~~96,~~459~~157	$	~~96,865~~—	$	—	$	—	$	—	$	—

Long term debt obligation (1)	$	10,~~899~~154,~~876~~049	$	~~10,899,~~876,609	$	876,609	$	876,609	$	876,609	$	876,609	$	5,771,004
Paycheck Protection Program Loan (2)		2,000,000		2,000,000
Interest payments on outstanding debt obligation (2)		3,499,000		603,000		546,000		489,000		432,000		375,000		1,054,000
Interest payments on outstanding debt obligation (3)		86,089		86,089
Total	$	13,653,049	$	1,479,609	$	1,422,609	$	1,365,609	$	1,308,609	$	1,251,609	$	6,825,004
Total	$	12,985,965	$	12,985,965

(1)	Amounts include principal payments only

(2) WeProjected ~~are~~interest ~~applying~~payments ~~for~~are ~~forgiveness~~based ~~for~~on the ~~Paycheck~~outstanding ~~Protection~~principal ~~Program~~amounts ~~Loan~~and ~~that~~interest ~~was~~rates ~~received~~at onDecember ~~June 15~~31, ~~2021.~~2022

(3) Projected interest payments are based on the outstanding principal amounts and interest rates at December 31, 2021

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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, 2022, 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.

10We are obligated under a note payable with interest at the SOFR rate plus 2.30% per annum adjusted monthly. The loan is collateralized by our real and personal property and guarantees of certain affiliates. As of December 31, 2022, and 2021, the note payable consisted of the following:

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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.

We 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:

Principal as of

Interest Rate as of

Principal as of

Interest Rate as of

Mortgage Loan

December 31, ~~2021~~2022

December 31, ~~2020~~2021

Maturity Date

Truist Bank (formerly known as Branch Banking and Trust Company (BB&T))

10,~~899~~154,~~876~~049

26.~~4375~~5000

1110,~~819~~899,~~355~~876

2.4375

July 5, ~~2022~~2034

Less unamortized debt issuance costs

(1857,~~172~~917)

(8718,~~244~~172)

Total Notes Payable less unamortized issuance costs

10,881,704

11,732,111

Total

10,096,132

10,881,704

We are also obligated under a Paycheck Protection Loan of $2,000,000 at December 31, 2021; however, we expect such loan to be forgiven by the Small Business Administration.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Consolidated Financial Statements and Supplementary Data starting on page 2019.

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

None.

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ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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, ~~2021~~2022, 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, ~~2021~~2022, our disclosure controls and procedures were effective.

Management’s Report on Internal Controls Over Financial Reporting

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

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of December 31, ~~2021~~2022, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that, as of December 31, ~~2021~~2022, the Company’s internal control over financial reporting was effective.

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

Changes in Internal Control over Financial Reporting

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

ITEM 9B. OTHER INFORMATION

Land Development and Sale Contract

On April 13, 2021, ~~the~~we ~~Company~~ entered into an Agreement for the Sale and Purchase of Real Property with Toll ~~Bros.~~Brothers, 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~~We ~~Company~~ filed a plan amendment application with Pinellas County on December 15, 2021. ~~The~~As ~~Company~~our ~~expects~~development team continues to ~~obtain~~progress through the ~~necessary~~Pinellas ~~approvals~~County inregulatory ~~July~~process, our applications received unanimous approval from the Pinellas Local Planning Authority on April 14, 2022. On May 24, ~~subject~~2022, our application for an amendment to ~~any~~our ~~appeals~~Land Use Plan and an amendment to the RPD master plan was unanimously approved for transmission to the State of Florida by the Board of County Commissioners of Pinellas County. We are continuing through the regulatory approval process. On October 25, 2022, the Pinellas County Board of County Commissioners unanimously approved Innisbrook’s application to amend our Master Plan and Plan Amendments. This action paved the way for Toll Brothers, Inc. to begin the permitting approval phase for the 175 home development. Permitting approval for the site plan is expected summer of 2023.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is information about our executive officers:

Name	Age	Position
Prem Devadas	6465	Manager
Dale Pelletier	6263	CFO, Salamander Hospitality LLC

Biographical Information

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

Directors and Officers Insurance

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

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Indemnification

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

Code of Ethics

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.

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following tables set forth the remuneration paid, distributed or accrued by us during the year ended December 31, ~~2021~~2022, to our executive officers.

Other

Salary and

Annual

All Other

Name and Principal Position

Commission

Bonus

Compensation

Prem Devadas, Manager

~~2021~~2022

—

Dale Pelletier, Chief Financial Officer

~~2021~~2022

—

Prem Devadas, Manager (1)

~~2020~~2021

—

Dale Pelletier, Chief Financial Officer (1)

~~2020~~2021

—

(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, to whom we pay management fees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

(a)	Transactions with Management and Others

None.

(b)	Certain Business Relationships

Under 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 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 our employees. In ~~2021~~2022 and ~~2020~~2021, amounts available to ~~Partipcants~~Participants under the Agreement approximated $24,~~725~~638,000 and $12,~~451~~725,000, respectively, of which approximately $~~596~~690,000 and $~~265~~596,000 was owed as of December 31, 2022 and 2021, respectively. The balances owed, along with the incentives discussed in the following paragraph, are reflected as a Rental Pool liability in our consolidated balance sheets. The amounts were paid in 2023 and 2022, 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 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, 2022, and 2021 totaled $93,767 and $76,790, respectively.

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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.

On August 20, 2018, the Second Addendum to the Master Lease Agreement became effective. The addendum defined the Turn-Key renovation, the customization of certain units that did not require a full renovation, and provided for an incentive payment plan (“Incentive”) to be paid to Participants. The Incentive provides for a quarterly payment to each Participant, beginning on January 1, 2019 and ending on December 31, 2023, so long as their units continue to participate in the Rental Pool. Incentive payments due as of December 31, 2021 and 2020 totaled $76,790 and $60,090, respectively.

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.

~~Pursuant~~The ~~to the terms of the~~ Agreement, ~~the~~expires ~~Rental~~on ~~Pool~~December ~~Lease Operation reimbursed us approximately $181~~31,~~000~~ ~~and $153~~2023,~~000~~ ~~in 2021~~ and ~~2020,~~we ~~respectively~~expect ~~for~~to ~~maintenance~~enter ~~and~~into ~~housekeeping~~a ~~labor,~~new ~~use~~ten-year ofagreement with the ~~telephone~~Rental ~~lines,~~Pool ~~and~~before ~~other~~such ~~supplies~~expiration date.

~~All~~Pursuant ~~three~~to ~~condominiums~~the ~~that~~terms weof ~~own~~the ~~participated~~Agreement, in the Rental Pool ~~under~~Lease ~~the~~Operation ~~Agreement~~reimbursed us approximately $197,000 and $181,000 in ~~the~~2022 ~~same~~and ~~manner~~2021, asrespectively, ~~all~~for ~~other~~maintenance ~~Rental~~and ~~Pool~~housekeeping ~~participants~~labor, inuse ~~2021~~of the telephone lines, and other supplies.

AtAll ~~December~~three ~~31,~~condominiums ~~2021~~that ~~and~~we ~~2020~~own weparticipated ~~were~~in ~~owed $110,304~~the ~~and~~Rental ~~$132,075~~Pool ~~from~~under ~~Innisbrook~~the ~~Condominium~~Agreement ~~Association,~~in athe ~~third~~same ~~party~~manner ~~collectively~~as ~~owned~~all byother ~~the~~Rental ~~condominium~~Pool ~~owners~~participants atin ~~Innisbrook~~2022.

WeAt ~~incurred~~December ~~management~~31, ~~fees~~2022 toand ~~Salamander~~2021 ~~Hospitality,~~we ~~LLC,~~were anowed ~~entity~~$99,047 ~~related~~and to$110,304, usrespectively, byfrom ~~virtue~~Innisbrook ofCondominium ~~common ownership~~Association, ofa ~~approximately~~third ~~$1,020,000~~party ~~and~~collectively ~~$662,000 in~~owned ~~2021~~by ~~and~~the ~~2020,~~condominium ~~respectively~~owners at Innisbrook.

AtWe ~~December~~incurred ~~31,~~management ~~2021~~fees ~~and~~to ~~2020~~Salamander Hospitality, weLLC, ~~had~~an ~~net~~entity ~~amounts~~related ~~due~~ to ~~affiliates~~us by virtue of common ownership, of approximately $~~494~~1,303,000 and $1,~~780~~020,000 in 2022 and 2021, respectively.

At December 31, 2022 and 2021, we owed our affiliates approximately $295,600 and $512,000, respectively, and had receivables from affiliates of approximately $234,900 and $17,900, respectively. The affiliate receivables and payables are unsecured, non-interest bearing and are due on demand.

(c)Indebtedness of Management

None.

(d)Transactions with Promoters

Not applicable.

ITEM 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 31, ~~2021~~2022 and ~~2020~~2021.

Audit Fees were $90105,000 and $7590,000 for the years ended December 31, ~~2021~~2022, and ~~2020~~2021, 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.

Audit-Related Fees: None.

Tax Fees: ~~None~~were $4,250 and $3,925 for the years ended December 31, 2022 and 2021, respectively, for tax preparation services rendered for Golf Host Securities and Innisbrook Rental Pool Trust.

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All other fees: None.

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PART IV

ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

Consolidated Financial Statements and Schedules

The consolidated financial statements and exhibits filed as part of this annual report on Form 10-K are listed on pages 2019 and 34, and are incorporated herein by reference.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Financial Statements of Salamander Innisbrook, LLC
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)	17
Consolidated Balance Sheets as of December 31, 2021 and 2020	19
Consolidated Balance Sheets as of December 31, 2022 and 2021	19
Consolidated Statements of Operations and Changes in Member’s Equity for the years ended December 31, 2021 and 2020	20
Consolidated Statements of Operations and Changes in Member’s Equity for the years ended December 31, 2022 and 2021	20
Consolidated Statements of Cash Flows for the year ended December 31, 2021 and 2020	21
Consolidated Statements of Cash Flows for the year ended December 31, 2022 and 2021	21
Notes to Consolidated Financial Statements	22
Supplemental Schedules of the Rental Pool Lease Operation—Historical Summary	31
Financial Statements of the Rental Pool Lease Operation
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)	32
Balance Sheets—Distribution Fund as of December 31, 2021 and 2020	33
Balance Sheets—Distribution Fund as of December 31, 2022 and 2021	33
Balance Sheets—Maintenance Escrow Fund as of December 31, 2021 and 2020	34
Balance Sheets—Maintenance Escrow Fund as of December 31, 2022 and 2021	34
Statements of Operations—Distribution Fund for the year ended December 31, 2021 and 2020	35
Statements of Operations—Distribution Fund for the year ended December 31, 2022 and 2021	35
Statements of Changes in Participants’ Fund Balances—Distribution Fund for the years ended December 31, 2021 and 2020	36
Statements of Changes in Participants’ Fund Balances—Distribution Fund for the years ended December 31, 2022 and 2021	36
Statements of Changes in Participants’ Fund Balances—Maintenance Escrow Fund for the years ended December 31, 2021 and 2020	37
Statements of Changes in Participants’ Fund Balances—Maintenance Escrow Fund for the years ended December 31, 2022 and 2021	37
Notes to Financial Statements	38

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Report of Independent Registered Public Accounting Firm

To the Sole Member and Manager

Salamander Innisbrook, LLC

Palm Harbor, Florida

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Salamander Innisbrook, LLC (“the “Company”) as of December 31, ~~2021~~2022 and ~~2020~~2021, 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, ~~2021~~2022 and ~~2020~~2021, 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.

Basis for Opinion

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) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We 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.

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.

Critical Audit Matter – Amortization Period of Full Golf Membership Initiation Fees

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter, in any way, our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Description of Matter

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

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~~Critical~~Management ~~Audit~~made ~~Matters~~significant judgments when determining the estimated average life of full golf memberships based on historical information of former and existing full golf members. As a result, a high degree of auditor judgment and increased audit effort was required in performing audit procedures to evaluate the reasonableness of management’s estimates.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter, in any way, our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

Description of Matter

As described further in Note 2 to the consolidated financial statements, the Company’s debt obligation matures in April 2022 which requires principal payments of approximately $10,900,000 in 2022. Currently management’s forecasts and related assumptions illustrate their ability to sufficiently fund operations for at least one year from the financial statement issuance date. Additionally, the Company expects to refinance the debt with their current lender and will rely on the member’s support, if needed, to satisfy debt obligation (if necessary).

Management made judgments to conclude 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 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 flows, its ability to reduce capital expenditures and other operating expenditures, and its ability to refinance their debt obligation prior to maturity or access member funding, if necessary. As a result, a high degree of auditor judgment and increased audit effort was required in performing audit procedures to evaluate the reasonableness of management’s estimates.

How We Addressed the Matter in Our Audit

Our principal audit procedures performed to address this critical audit matter included the following:

~~Our~~· ~~audit~~We ~~procedures~~obtained ~~included~~an understanding of the ~~following:~~various types of memberships and the process for recognizing revenue over the amortization period.

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

●· ~~Obtained~~We ~~communication~~performed ~~from~~procedures ~~lender~~ to ~~support~~test the ~~Company’s~~accuracy ~~expectation~~and completeness of athe ~~possible~~information ~~debt~~used ~~refinance prior~~ to assess the ~~debt’s~~reasonableness ~~maturity~~of inthe ~~July~~amortization ~~2022~~period.

● Verified 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 and intent to act on the guarantee if a refinance does not occur.

/s/ Cherry Bekaert LLP

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

Tampa, Florida

~~April~~May 155, ~~2022~~2023

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SALAMANDER INNISBROOK, LLC

CONSOLIDATED BALANCE SHEETS

As of December 31, ~~2021~~2022 and ~~2020~~2021


	~~2021~~2022		~~2020~~2021

Assets
Current assets:
Cash	$	34,~~226~~402,~~557~~268	$	23,~~010~~226,~~377~~557
Accounts receivable, net		1,~~884~~722,~~406~~160		1,~~050~~884,~~078~~406
Inventories and supplies		~~881~~1,~~465~~170,340		~~858~~881,~~378~~465
Due from affiliates		17234,~~853~~875		—17,853
Prepaid expenses and other current assets		1,~~085~~360,~~902~~992		1,~~050~~085,~~693~~902
Total current assets		78,~~096~~890,~~183~~635		47,~~969~~096,~~526~~183

Property, buildings and equipment, net		32,~~424~~208,~~075~~946		3332,~~317~~424,~~687~~075
Operating lease right-of-use assets		~~470~~96,~~487~~157		~~828~~470,~~479~~487
Intangibles		4,330,001		4,330,001
Deferred contract costs, net		1927,~~849,186~~337		21,~~616~~849,~~766~~186
Restricted cash		2,041,~~193~~226		2,~~031~~041,~~044~~193
Deposits and other assets		~~476~~751,~~265~~763		~~295~~476,~~100~~265
Total assets	$	4849,~~687~~246,~~390~~065	$	48,~~388~~687,~~603~~390

Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	1,~~306~~561,~~082~~469	$	1,~~947~~306,~~591~~082
Accrued liabilities		12,~~914~~222,~~157~~130		1,~~313~~914,~~924~~157
Rental Pool liability		~~673~~783,~~366~~932		~~325~~673,~~081~~366
Current portion deferred revenues		4,~~416~~868,~~272~~236		34,~~592~~416,~~590~~272
Due to affiliates		~~511~~295,~~784~~640		1511,~~767,024~~784
Current portion - operating leases		~~374~~96,~~219~~157		~~358~~374,~~103~~219
Current portion - note payable, net of unamortized deferred financing costs at December 31, 2021		10876,~~881,704~~609		~~919~~10,~~479~~881,704
Total current liabilities		2010,~~077~~704,~~584~~173		1020,~~223~~077,~~792~~584

Deferred revenues, net of current portion		1,~~390~~662,~~155~~541		1,~~086~~390,~~508~~155
Operating leases, net of current portion		~~96,268~~—		~~470~~96,~~376~~268
Paycheck Protection Program Loan		2,000,000		3,394,500
Note payable, net of current portion and unamortized deferred financing costs at December 31, 2022		9,219,524		—
Note payable, net of current portion and unamortized deferred financing costs at December 31,2020		—		10,812,632
Paycheck Protection Program Loan		—		2,000,000

Total liabilities		2321,~~564~~586,~~007~~238		2523,~~987~~564,~~808~~007

Member’s equity		2527,~~123~~659,~~383~~827		2225,~~400~~123,~~795~~383
Total liabilities and member’s equity	$	4849,~~687~~246,~~390~~065	$	48,~~388~~687,~~603~~390

See notes to consolidated financial statements.

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SALAMANDER INNISBROOK, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER’S EQUITY

For the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021


	~~2021~~2022		~~2020~~2021

Revenues:
Room revenues	$	68,~~967~~853,~~712~~581	$	36,~~760~~967,~~898~~712
Other revenues		2735,~~641~~343,~~314~~422		1827,~~609~~641,~~427~~314
Total revenues		3444,~~609~~197,~~026~~003		2234,~~370~~609,~~325~~026

Costs and expenses:
Operating costs and expenses		17,~~365~~987,~~673~~886		917,~~768~~365,~~855~~673
General and administrative		1422,~~974~~686,~~490~~634		1314,~~343~~974,~~514~~490
Depreciation and amortization expense		2,592,004		2,506,621
Depreciation and amortization		2,563,774		2,592,004
Total costs and expenses		3443,~~932~~238,~~167~~294		2534,~~618~~932,~~990~~167

Operating loss		(323,141)		(3,248,665)
Operating income (loss)		958,709		(323,141)

Gain on forgiveness of Paycheck Protection Program loan		32,~~394~~000,~~500~~000		—3,394,500
Interest expense		(~~348~~422,~~771~~265)		(~~437~~348,~~667~~771)

Net income (loss)		2,722,588		(3,686,332)
Net income		2,536,444		2,722,588

Member's equity, beginning of year		22,400,795		23,991,523
Member’s equity, beginning of period		25,123,383		22,400,795
Member contributions		—		2,095,604
Member’s equity, end of period	$	27,659,827	$	25,123,383
Member’s equity, end of year	$	25,123,383	$	22,400,795

See notes to consolidated financial statements.

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SALAMANDER INNISBROOK, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021


	~~2021~~2022		~~2020~~2021

Cash flows from operating activities:
Net income (loss)	$	2,722,588	$	(3,686,332)
Net income	$	36,687,015	$	2,722,588
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on forgiveness of Paycheck ProtectionProgram loan		(3,394,500)		—
Provision for bad debts		7,900		28,810
Provision for bad debts		28,810		28,860
Gain on forgiveness of Paycheck Protection Program Loans		(2,000,000)		(3,394,500)
Depreciation and amortization		2,~~592~~563,~~004~~774		2,~~506~~592,~~621~~004
Amortization of deferred financing costs		6918,~~074~~172		69,074
Amortization of lease right-of-use assets		~~357~~374,~~992~~330		~~342~~357,~~682~~992
Changes in operating assets and liabilities:
Accounts receivable		~~(863~~154,~~138)~~346		~~370~~(863,~~360~~138)
Inventories and supplies		(23288,~~089~~875)		(1523,~~683~~089)
Prepaid expenses and other current assets		(35275,~~209~~090)		(~~181~~35,~~098~~209)
Accounts payable		~~(641~~255,~~509)~~387		(1641,~~457,606~~509)
Accrued liabilities and Rental Pool liability		~~948~~418,~~518~~539		(1948,~~386,362)~~518
Deferred revenues		1724,~~127,329~~350		~~329~~1,~~571~~127,329
Deposits and other assets		(~~181~~275,~~165~~498)		8(181,~~344~~165)
Due to/from affiliates, net		(1433,~~273,092~~166)		59(1,273,092)
Operating lease liabilities		(~~357~~374,~~992~~330)		(~~342~~357,~~682~~992)
Net cash provided by (used in) operating activities		1,076,621		(3,355,159)
Net cash provided by operating activities		37,556,854		1,076,621

Cash flows from investing activities:
Deferred contract costs		(159,691)		(883,169)
Cash paid for deferred contract costs		(2,328)		(159,691)
Purchases of property and equipment		(~~771~~1,~~121~~424,468)		(~~318~~771,~~381~~121)
Cash used in investing activities		(930,812)		(1,201,550)
Net cash used in investing activities		(1,426,796)		(930,812)

Cash flows from financing activities:
Repayments of other note payable		(919,481)		(673,521)
Repayments of note payable		(803,743)		(919,481)
Proceeds from Paycheck Protection Program Loans		2,000,000		3,394,500
Proceeds from Paycheck Protection Program Loan		—		2,000,000
Member contributions		—		2,095,604
Net cash (used in) provided by financing activities		(803,743)		1,080,519
Net cash provided by financing activities		1,080,519		4,816,583

Net change in cash and restricted cash		135,~~226~~326,~~328~~315		~~259~~1,~~874~~226,328

Cash and restricted cash, beginning of year		4,041,422		3,781,547
Cash and restricted cash, beginning of period		5,267,750		4,041,422
Cash and restricted cash, end of year	$	5,267,750	$	4,041,422
Cash and restricted cash, end of period	$	40,594,065	$	5,267,750

Supplemental disclosure of cash flow information:
Cash paid for interest	$	~~328~~276,~~481~~058	$	~~365~~328,~~227~~481

See notes to consolidated financial statements.

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SALAMANDER INNISBROOK, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2021 and 2020~~2022

1. Nature of Business

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.

The Company controls and operates the Rental Pool Lease Operation (the “Rental Pool”), a securitized pool of condominiums owned by participating condominium owners (the “Participating Owners”) and rented as hotel rooms to guests of the Resort (an average of ~~246~~248 units or ~~294~~295 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 five swimming pools.

2. Summary of Significant Accounting Policies

Principles of Consolidation - The accompanying consolidated financial statements include the accounts and balances of the Company and its wholly owned subsidiaries, Salamander Innisbrook Securities, LLC and Salamander Innisbrook Condominium, LLC (hereinafter collectively referred to as “we”, “us”, or “our”). All significant intercompany balances and transactions have been eliminated in consolidation.

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.

InThe ~~November~~following ~~2016,~~tables ~~the~~provide ~~Financial~~additional ~~Accounting~~detail, ~~Standards~~by ~~Board~~consolidated ~~(“FASB”)~~financial ~~issued~~statement ~~Accounting~~line ~~Standards~~item, ~~Update~~of (“the ASU”) ~~No.~~ 2016-18, ~~“Statement~~impacts ofin ~~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~~accompanying ~~and~~statements ~~end-~~of~~-period~~ ~~total amounts shown on the statement of~~ cash flows. Asfor ~~a result, changes in restricted cash are required to be classified as either operating activities, investing activities, or financing activities depending on~~ the ~~nature~~years ofended ~~the~~December ~~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~~31, ~~2017~~2022 ~~with Truist Bank (formerly known as Branch Banking~~ and ~~Trust Company (“BB&T”)) (Note 10)~~2021.

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, 2021 and 2020.


	~~2021~~2022		~~2020~~2021
Cash	$	34,~~226~~402,~~557~~268	$	23,~~010~~226,~~377~~557
Restricted cash		2,041,~~193~~226		2,~~031~~041,~~044~~193
Total cash and restricted cash, shown in statements of cash flows	$	5,267,750	$	4,041,421
	$	6,443,494	$	5,267,750

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.

Accounts receivable 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.

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~~Revenues~~If ~~from~~companies ~~performance~~have ~~obligations~~not ~~satisfied~~been ~~over~~to ~~time include membership dues, annual fees and initiation fees. The membership initiation fees at~~ the Resort ~~are~~within ~~nonrefundable and are initially recorded when received as deferred revenue and amortized over~~ the ~~average~~past ~~life~~two ~~of a membership which~~years, ~~based~~an onupdated ~~historical~~credit ~~information,~~evaluation is ~~deemed to be ten years for full golf members and five years for resort and executive memberships~~conducted. ~~Membership~~ ~~dues~~Terms ~~and annual fees~~ are ~~recognized~~negotiable ~~over~~by ~~the~~group ~~applicable~~contract, ~~membership~~but ~~period~~invoices ~~(three~~are ~~months~~typically todue ~~one~~30 ~~year~~days ~~depending~~from onthe ~~type~~receipt of ~~membership)~~invoice.

~~Accounts~~We ~~receivable~~review ~~represent~~accounts ~~amounts~~receivable ~~due~~monthly ~~from~~to ~~our~~determine ~~memberships,~~if ~~resort~~any ~~guests~~receivables ~~and~~are ~~companies~~uncollectible. orAny ~~individuals~~receivable ~~that~~considered ~~held~~to ~~conferences~~be ordoubtful ~~group~~of ~~stays~~collection atis ~~the~~included ~~Resort,~~in ~~net of~~ the allowance for doubtful accounts. WeThe ~~perform~~balances ~~periodic~~in ~~credit~~the ~~evaluations~~allowance offor ~~our~~doubtful ~~customers~~accounts ~~and~~were ~~members~~$32,581 and ~~generally~~$31,314 doas ~~not require collateral because we believe we have procedures in place to minimize the possibility~~ of ~~significant~~December ~~losses~~31, ~~occurring.~~2022 ~~Companies~~and ~~with~~2021, ~~a recent prior direct billing positive history with the Resort are granted credit for billing~~respectively. IfAfter ~~companies~~all ~~have~~attempts ~~not been~~ to ~~the~~collect ~~Resort within~~ the ~~past~~receivable ~~two~~have ~~years~~failed, anthe ~~updated~~receivable ~~credit evaluation~~ is ~~conducted.~~written ~~Terms~~off ~~are~~against ~~negotiable by group contract, but invoices are typically due 30 days from~~ the ~~receipt of invoice~~allowance.

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.

In 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:


	~~2021~~2022		~~2020~~2021
Current portion of deferred revenues	$	4,~~416~~868,~~271~~235	$	34,~~592~~416,~~589~~271
Deferred revenues, net of current portion		1,~~390~~662,~~155~~541		1,~~086~~390,~~508~~155
	$	56,~~806~~530,~~426~~776	$	45,~~679~~806,~~097~~426

Practical Expedients 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.

Use of Estimates - The 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, and 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 of Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. Cash consists of bank deposits which may, at times, exceed federally insured limits. No losses have been experienced in such accounts.

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

●

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

●

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

●

Debt: The carrying values of variable rate debt financing reflected in the balance sheets at December 31, 2022 and 2021 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.

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

Property, Buildings 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

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●amortization ~~Debt:~~are ~~The~~recorded ~~carrying~~using ~~values~~the ofstraight-line ~~variable~~basis ~~rate~~over ~~debt~~the ~~financing~~shorter ~~reflected~~of in the ~~balance~~estimated ~~sheets~~useful atlives ~~December~~of ~~31, 2021 and 2020 approximates their fair values as~~ the ~~changes~~assets, inor ~~their~~if ~~associated~~applicable, ~~interest rates reflect~~ the ~~current~~lease ~~market~~terms. ~~and~~Estimated ~~credit~~useful ~~risk~~lives isare ~~similar~~generally toas ~~when the loans were originally obtained.~~follows:

Liquidity – Our consolidated financial statements are prepared in accordance with U.S. GAAP 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 2022 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 of the above, we believe that our cash on hand and additional cash generated from operations will be adequate to meet our operating and capital obligations for the next twelve months, and that if any short-term cash needs are necessary that our member will continue to provide capital to fund some needs.

We 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.

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

Property, Buildings 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:


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

Costs of maintenance 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 are deducted from the asset and accumulated depreciation accounts. 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, ~~2021~~2022 and ~~2020~~2021.

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 December 31, 2022 and 2021, we completed our annual intangible impairment assessment, and determined that no impairment of intangible assets existed at either of such dates.

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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.

Deferred Financing Costs – Deferred financing costs, 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.

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.

Advertising - Advertising costs, which are expensed as incurred, were $~~522~~654,~~665~~784 and $~~452~~522,~~640~~665 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively.

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

Income Taxes - With the 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.

Under FASB 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.~~

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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.

3. Property, Buildings and Equipment

Property, buildings, and equipment consist of the following as of December 31, ~~2021~~2022 and ~~2020~~2021:


	~~2021~~2022		~~2020~~2021

Land and land improvements	$	21,~~468~~846,~~424~~601	$	21,~~364~~468,~~598~~424
Buildings		28,~~161~~545,~~755~~967		28,~~081~~161,~~650~~755
Furniture, fixtures and equipment		11,~~004~~531,~~343~~015		1211,~~775~~004,~~180~~343
Construction in progress		~~362~~493,~~388~~129		73362,~~758~~388
		6062,~~996~~416,~~910~~712		6260,~~295~~996,~~186~~910
Less accumulated depreciation and amortization		(2830,~~572~~207,~~835~~766)		(28,~~977~~572,~~499~~835)
	$	32,~~424~~208,~~075~~946	$	3332,~~317~~424,~~687~~075

25Depreciation and amortization expense was $1,639,597 and $1,664,733 for the years ended December 31, 2022 and 2021, respectively. Amortization expense and related accumulated amortization for assets previously held under finance leases was $2,699 and $2,059,243, respectively, as of and for the year ended December 31, 2022 and $18,791 and $2,056,544 as of and for the year ended December 31, 2021, respectively.

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Depreciation and amortization expense 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.

4. Leases

Operating Leases

On December 20, 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 monthly payments under the leases of $32,300 commenced in April 2019, and ~~continue~~continues ~~for~~on a ~~period~~month ofto 48month ~~months~~basis.

As of December 31, ~~2021~~2022, the remaining lease terms in years approximated 10.25 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:


Years Ending December 31,
2022	$	387,459
2023	$	96,865
2023		96,864
Total future minimum lease payments		96,865
Total future minimum lease payments		484,323

Less imputed interest		(~~13,836~~708)

Total present value of future minimum lease payments	$	~~470~~96,~~487~~157

Operating lease expense approximated $387,000 for each of the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively.

5. Contingency

WeAt ~~are~~December ~~currently~~31 2021, we were involved in certain litigation arising from ana ~~Agri~~full-~~credit~~service construction contract we previously entered (as agent for and on behalf of the Rental Pool participants) with AMH Construction, Inc. (“AMH”) in the amount of $3,420,670. The ~~renovation~~litigation ~~was~~arose ~~performed~~from asour adecision ~~“Turn-Key”~~to ~~project~~terminate ~~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. 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.

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performed. On July 13, 2022, we and AMH entered into a settlement agreement with certain amounts to be paid over a two-year period, and included a signed a confessed judgment in the amount of $4,012,154. Payments began on August 1, 2022 and were supposed to continue through December 1, 2024 however on December 15, 2022, AMH filed for Chapter 7 (also commonly known as “liquidation”) bankruptcy. We received total payments of approximately $165,000 prior to such bankruptcy filing, which is included in General and Administrative on the accompanying 2022 consolidated statement of operations and changes in member’s equity. We are working with our legal counsel to determine next steps.

6. Retirement Plan

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~~240,000 and $~~133~~229,000 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively.

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7. Rental Pool Operations

In December 2013, we entered a Master Lease Agreement (“Agreement”) with the Rental Pool’s Lessors Advisory Committee (“LAC”). The Agreement, which commenced on January 1, 2014 ~~for~~and aexpires ~~period~~on ofDecember ~~ten~~31, ~~years~~2023, ~~replacing~~replaced all lease agreements previously in existence. Negotiations are underway on a new contract and it is expected that a new ten-year contract will be finalized prior to such expiration date. 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~~2022 and ~~2020~~2021, amounts available to Participants under the Agreement approximated $24,~~725~~638,000 and $12,~~451~~725,000, respectively , of which approximately $~~596~~690,~~600~~000 and $~~264~~596,~~900~~000 ~~were~~was owed as of December 31, ~~2021~~2022 and ~~2020~~2021, respectively. The balances owed, along with the incentives discussed in the following paragraph are reflected as a Rental Pool liability in our consolidated balance sheets. These amounts were paid in ~~2022~~2023 and ~~2021~~2022, 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, ~~2021~~2022 and ~~2020~~2021 totaled $7693,~~790~~767 and $6076,~~090~~790, respectively, and are included in the Rental Pool liability in the accompanying consolidated balance sheets. The amounts were paid in ~~2022~~2023 and ~~2021~~2022, respectively.

On 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 ~~2021~~2022 and ~~2020~~2021 approximated $927,300 and $~~794~~927,~~600~~300, respectively, and are included in depreciation and amortization expense. The MLA will expire on December 31, 2023, and we expect to enter into a new ten-year agreement by that date. The remaining balance of deferred contract costs of $927,337 will be fully amortized by December 31, 2023.

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


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

8. Other Related Party Transactions

We incurred management fees to Salamander Hospitality, LLC, an entity related to us by virtue of common ownership, of $1,019,921 and $661,708 in 2021 and 2020, respectively. These fees are included in general and administrative expenses in the accompanying consolidated statements of operations.

At December 31, 2021 and 2020, we owed our affiliates approximately $494,000 and $1,780,000, 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.

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.

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At8. ~~December~~Other ~~31,~~Related ~~2021~~Party ~~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.~~Transactions

~~All~~We ~~three~~incurred ofmanagement ~~the~~fees ~~condominiums~~to ~~that~~Salamander weHospitality, ~~own~~LLC, ~~participated~~an inentity ~~the~~related ~~Rental~~to ~~Pool~~us ~~under~~by ~~the~~virtue ~~Agreement~~of common ownership, of $1,303,073 and $1,019,921 in ~~2021~~2022 and ~~2020~~2021, respectively. These fees are included in ~~the~~general ~~same~~and ~~manner~~administrative asexpenses ~~all~~in ~~other~~the ~~Rental~~accompanying ~~Pool~~consolidated ~~participants~~statements of operations.

At December 31, 2022 and 2021, we owed our affiliates approximately $295,600 and $512,000, respectively and had receivables from affiliates of approximately $234,900 and $17,900, respectively. The affiliate receivables and payables are unsecured, non-interest bearing and are due on demand.

At December 31, 2022 and 2021, we had net amounts due to affiliates of approximately $61,000 and $494,000 respectively.

Pursuant to terms of the Agreement, the Innisbrook Rental Pool Lease Operation reimbursed us approximately $197,000 and $181,000 in 2022 and 2021, respectively, for maintenance and housekeeping labor, use of the telephone lines and other supplies. These reimbursements are reflected as reductions of general and administrative expenses in the accompanying consolidated statements of operations and changes in member’s equity.

At December 31, 2022 and 2021 we were owed $99,047 and $110,304, respectively, from Innisbrook Condominium Association, a third party collectively owned by the condominium owners at Innisbrook.

All three of the condominiums that we own participated in the Rental Pool under the Agreement in 2022 and 2021, in the same manner as all other Rental Pool participants.

9. Paycheck Protection Program Loans

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~~the accompanying 2021 consolidated statement of operations and changes in member’s equity.

In June 2021, we received a second PPP loan of $2,000,000 ~~that has~~as anpart ~~interest~~of ~~rate~~the ofCoronavirus 1%Aid, Relief and aEconomic ~~term~~Security ofAct 5which ~~years~~is administered by the SBA. The loan ~~and~~bore ~~related accrued~~ interest, ~~are~~at ~~eligible~~a torate beof ~~forgiven~~1% byper ~~the~~annum ~~SBA~~and ~~assuming~~had ~~the~~a ~~proceeds~~term ~~are~~of ~~used~~five ~~for~~years. ~~eligible~~On ~~costs~~June ~~(i.e. payroll~~6, ~~rent~~2022, ~~utilities,~~the ~~and~~Partnership ~~other~~received ~~allowable~~a ~~expenses). In~~notice ~~2021,~~of weforgiveness ~~used~~from the ~~full~~SBA ~~amount~~and ~~received~~recognized ~~from~~a ~~the~~gain ~~PPP~~on loan ~~for~~forgiveness ~~eligible~~of ~~expenses~~$2,000,000 ~~and~~in ~~expect~~the toaccompanying ~~apply~~2022 ~~for~~consolidated ~~forgiveness~~statement of ~~such~~operations ~~debt~~and bychanges ~~the SBA~~ in ~~2022~~member’s equity.

10. Note Payable

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~~had a balance of $10,899,876 (before consideration of unamortized deferred financing costs) at December 31, 2021, iswas initially being repaid over a five-year period in monthly installments of principal plus interest based on a 15-year amortization schedule commencing on May 5, 2017, with the remaining unpaid balance due in full on April 5, 2022. On April 4, 2022, the loan maturity date was extended to July 5, 2022., ~~Interest~~and onthe ~~this~~rate ~~loan~~of isinterest ~~being~~was ~~charged~~modified atto the ~~One~~adjusted ~~Month~~term ~~LIBOR~~SOFR ~~Rate~~rate plus ~~two and one quarter percent~~ 2.2530% 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~~July 45, 2022, the loan ~~maturity~~was ~~date~~amended ~~was~~again ~~extended~~whereby tomonthly ~~July~~principal payments of $73,051 plus interest commenced on August 5, 2022, and ~~the~~continue ~~rate~~until ofJuly ~~interest~~5, ~~was~~2034 ~~modified~~at towhich time the ~~adjusted~~balance ~~term~~will ~~SOFR~~be ~~rate~~paid ~~plus 2~~(6.305% ~~per~~at ~~annum~~December ~~adjusted~~31, ~~monthly~~2022).

WeThe ~~are~~loan ~~currently~~is incollateralized ~~negotiations~~by ~~with~~our ~~the~~real ~~lender~~and topersonal ~~refinance~~property, the ~~loan~~assignment and/or ~~anticipate~~subordination ~~being~~of ~~able~~leases toand ~~consummate~~our amanagement ~~long-term~~agreement ~~refinancing~~with an affiliate and guarantees by certain affiliates.

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Future maturities of the note payable are as follows as of December 31, 2022:


Year ending December 31,
2023	$	876,609
2024		876,609
2025		876,609
2026		876,609
2027		876,609
2028-2034		5,771,004
		10,154,049
Less current portion		(876,609)
Less unamortized deferred financing costs		(57,916)
	$	9,219,524

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11. Unaudited ~~2021~~2022 Quarterly Financial Information

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


	March 31, ~~2021~~2022		June 30, ~~2021~~2022		September 30, ~~2021~~2022
Assets		(unaudited)		(unaudited)		(unaudited)
				(unaudited and not		(unaudited and not
Assets		(unaudited)		previously presented)		previously presented)
Current assets:
Cash	$	35,~~066~~887,~~785~~718	$	46,~~991~~133,~~897~~731	$	23,~~953~~649,~~064~~548
Accounts receivable, net		12,~~534~~743,~~032~~383		12,~~388~~159,~~712~~960		1,~~042~~171,~~444~~961
Inventories and supplies		~~861~~965,~~977~~641		~~790~~1,~~528~~029,521		~~712~~1,~~743~~103,556
Due from affiliates		—20,645		—75,090		23162,~~919~~213
Prepaid expenses and other current assets		~~922~~1,~~418~~029,271		~~588~~585,~~591~~804		1,~~069~~285,~~685~~012
Total current assets		610,~~385~~646,~~212~~658		79,~~759~~984,~~728~~106		57,~~801~~372,~~855~~290

Property, buildings and equipment, net		3332,~~006~~236,~~319~~013		3231,~~661~~926,~~296~~579		32,~~418~~198,~~705~~745
Operating lease right-of-use assets		~~740~~379,~~426~~144		~~651~~287,~~398~~801		~~561~~191,~~495~~262
Intangibles		4,330,001		4,330,001		4,330,001
Deferred contract costs, net		21,~~551~~623,~~037~~142		21,~~315~~392,~~814~~617		21,~~094~~160,~~158~~361
Restricted cash		2,~~042~~041,~~079~~226		2,041,~~899~~226		2,041,~~159~~226
Deposits and other assets		~~296~~546,~~207~~611		~~316~~603,~~060~~519		~~403~~624,~~832~~535
Total assets	$	4951,~~351~~802,~~281~~795	$	50,~~076~~565,~~196~~849	$	47,~~651~~918,~~205~~420

Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	1,~~222~~294,~~286~~414	$	1809,~~031,076~~372	$	1666,~~027,157~~515
Accrued liabilities		21,~~158~~588,~~868~~238		1,~~543~~598,~~019~~437		1,~~462~~727,~~612~~222
Rental Pool liability		~~723~~1,~~471~~302,683		~~779~~857,~~185~~511		~~551~~482,~~140~~127
Current portion deferred revenues		34,~~388~~442,~~371~~551		3,~~680~~738,~~889~~782		34,~~896~~091,~~516~~906
Due to affiliates		1723,~~703,828~~045		1462,~~253,621~~559		~~859~~334,~~674~~308
Current portion - operating leases		~~270~~379,~~050~~144		~~366~~287,~~072~~801		~~370~~191,~~123~~262
Current portion - note payable, net of unamortized deferred financing costs		11,520,642		11,308,948		11,096,191
Current portion - note payable		10,667,258		803,561		876,609
Total current liabilities		20,~~987~~397,~~516~~333		198,~~962~~558,~~810~~023		198,~~263~~369,~~413~~949

Deferred revenues, net of current portion		1,~~167~~407,~~675~~169		1,~~284~~632,~~399~~430		1,~~295~~647,~~136~~794
Operating leases, net of current portion		470,376		285,326		191,372
Note payable, net of current portion and unamortized deferred financing costs		—		9,715,742		9,437,426
Paycheck Protection Program Loan		32,~~394~~000,~~500~~000		~~2,000,000~~—		~~2,000,000~~—

Total liabilities		2623,~~020~~804,~~067~~502		2319,~~532~~906,~~535~~195		2219,~~749~~455,~~921~~169

Member’s equity		2327,~~331~~998,~~214~~293		2630,~~543~~659,~~661~~654		2428,~~901~~463,~~284~~251
Total liabilities and member’s equity	$	4951,~~351~~802,~~281~~795	$	50,~~076~~565,~~196~~849	$	47,~~651~~918,~~205~~420

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Three months

Six Months

Three months

Nine Months

ended

ended ~~June 30,~~

ended

~~Nine Months~~ ended

March 31, ~~2021~~2022

June 30, ~~2021~~2022

~~2021~~June 30, 2022

September 30, ~~2021~~2022

~~(unaudited)~~

(unaudited) and not

(unaudited)

previously presented)

Revenues:

Room revenues

13,~~853~~459,~~088~~770

2,~~004~~179,~~167~~135

35,~~857~~638,~~255~~905

1,~~393~~211,~~024~~894

56,~~250~~850,~~279~~799

Other revenues

711,~~444~~418,~~815~~717

69,~~728~~398,~~293~~486

1420,~~173~~817,~~108~~203

45,~~958~~511,~~649~~695

1926,~~131~~328,~~757~~898

Total revenues

914,~~297~~878,~~903~~487

811,~~732~~577,~~460~~621

1826,~~030~~456,~~363~~108

6,~~351~~723,~~673~~589

2433,~~382~~179,~~036~~697

Costs and expenses:

Operating costs and expenses

4,~~016~~921,~~136~~626

4,~~486~~514,~~846~~490

89,~~502~~436,~~982~~116

36,~~836~~464,~~968~~752

1215,~~339~~900,~~950~~868

General and administrative

36,~~602~~353,~~672~~378

35,~~690~~621,~~422~~468

711,~~293~~974,~~094~~846

31,~~424~~769,~~279~~775

1013,~~717~~744,~~373~~621

Depreciation and amortization expense

658,582

647,826

1,306,408

645,073

1,951,483

Depreciation and amortization

644,902

694,826

1,339,728

576,441

1,916,169

Total costs and expenses

811,~~277~~919,~~390~~906

810,~~825~~830,~~094~~784

1722,~~102~~750,~~484~~690

78,~~906~~810,~~320~~968

2531,~~008~~561,~~804~~658

Operating income (loss)

12,~~020~~958,~~513~~581

~~(92~~746,~~634)~~837

~~927~~3,~~879~~705,418

(12,~~554~~087,~~647~~379)

~~(626~~1,~~768)~~618,039

Gain on forgiveness of PaycheckProtection Program loan

—

3,394,500

—

3,394,500

Gain on forgiveness of Paycheck Protection Program loan

—

2,000,000

—

2,000,000

Interest expense

(9083,~~095~~671)

(8985,~~420~~476)

(~~179~~169,~~515~~147)

(87109,~~731~~024)

(~~267~~278,~~246~~171)

Net income (loss)

~~930~~2,~~418~~874,910

32,~~212~~661,~~446~~361

45,~~142~~536,~~864~~271

(12,~~642~~196,~~378~~403)

23,~~500~~339,~~486~~868

12. Land Development and Sale Contract

On April 13, 2021, ~~the~~we ~~Company~~ entered into an Agreement for the Sale and Purchase of Real Property with Toll ~~Bros.~~Brothers, 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~~as ~~Company~~well as receipt of an approved site plan. We filed a plan amendment application with Pinellas County on December 15, 2021. ~~The~~As ~~Company~~our ~~expects~~development team continues to ~~obtain~~progress through the ~~necessary~~Pinellas ~~approvals~~County inregulatory ~~July~~process, our applications received unanimous approval from the Pinellas Local Planning Authority on April 14, 2022. On May 24, ~~subject~~2022, our application for an amendment to ~~any~~our ~~appeals~~Land Use Plan and an amendment to the RPD master plan was unanimously approved for transmission to the State of Florida by the Board of County Commissioners of Pinellas County. We are continuing through the regulatory approval process. On October 25, 2022, the Pinellas County Board of County Commissioners unanimously approved Innisbrook’s application to amend our Master Plan and Plan Amendments and adopted Ordinance No. 22-31 amending the Countywide Plan Map, ordinance No. 22-36 amending the Future Land Use Map, and Resolution No. 22-95 for modification of the Development Master Plan on a Residential Planned Development. Toll Brothers, Inc. is currently submitting the site plan application, which is expected to be approved in the coming months.

13. Subsequent Events

~~Note Payable Extension - See Note 10~~None.

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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~~2022 and ~~2020~~2021.

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.

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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~~2022 and ~~2020~~2021, 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 the 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~~2022 and ~~2020~~2021, and the results of its operations and changes in participants’ fund balances for the 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~~May 155, ~~2022~~2023

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INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS - DISTRIBUTION FUND

December 31, ~~2021~~2022 and ~~2020~~2021


	~~2021~~2022		~~2020~~2021
ASSETS

RECEIVABLE FROM SALAMANDER INNSIBROOK, LLC FOR DISTRIBUTION	$	673,222	$	325,073
RECEIVABLE FROM SALAMANDER INNISBROOK, LLC FOR DISTRIBUTION	$	783,918	$	673,222
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND		878		8
	$	~~673~~783,~~230~~996	$	~~325~~673,~~081~~230

LIABILITIES AND PARTICIPANTS’ FUND BALANCES

DUE TO PARTICIPANTS FOR DISTRIBUTION	$	~~673~~783,~~230~~996	$	~~325~~673,~~081~~230
	$	~~673~~783,~~230~~996	$	~~325~~673,~~081~~230

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS - MAINTENANCE ESCROW FUND

December 31, ~~2021~~2022 and ~~2020~~2021


	~~2021~~2022		~~2020~~2021

ASSETS

CASH	$	~~290~~471,~~511~~375	$	~~292~~290,~~071~~511
INVESTMENTS		—		—
	$	471,375	$	290,511
INTEREST RECEIVABLE		—		—
	$	290,511	$	292,071

LIABILITIES AND PARTICIPANTS’ FUND BALANCES

ACCOUNTS PAYABLE	$	2647,~~730~~163	$	—26,730
INTEREST PAYABLE TO DISTRIBUTION FUND		—		8
TOTAL LIABILITIES		47,163		26,730
TOTAL LIABILITIES		26,730		8

CARPET CARE RESERVE		1822,~~644~~055		1118,~~830~~644
PARTICIPANTS’ FUND BALANCES		~~245~~402,~~137~~157		~~280~~245,~~233~~137
	$	~~290~~471,~~511~~375	$	~~292~~290,~~071~~511

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~~2022 and ~~2020~~2021


	~~2021~~2022		~~2020~~2021
GROSS REVENUES	$	8,678,547	$	6,860,215

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

DEDUCTIONS:
Agents’ commissions		~~290~~307,~~188~~035		~~193~~290,~~818~~188
Credit card fees		~~193~~207,~~980~~012		~~104~~193,~~187~~980
Audit fees		90137,~~000~~649		8990,~~004~~000
Linen replacements		54102,~~922~~196		4954,~~583~~922
Rental pool complimentary fees		1718,~~932~~326		1217,~~956~~932
		~~647~~772,~~022~~218		~~449~~647,~~548~~022

ADJUSTED GROSS REVENUES		67,~~213~~906,~~193~~329		36,~~241~~213,~~586~~193

AMOUNT RETAINED BY LESSEE		(34,~~726~~743,~~470~~798)		(13,~~944~~726,~~952~~470)

GROSS INCOME DISTRIBUTION		23,~~486~~162,~~723~~531		12,~~296~~486,~~634~~723

ADJUSTMENTS TO GROSS INCOME DISTRIBUTION:
General pooled expense		(51,~~702~~917)		(75,~~370~~702)
Miscellaneous pool adjustments		~~(136)~~1,392		(~~651~~136)
Corporate complimentary occupancy fees		~~8,089~~—		28,~~180~~089
Occupancy fees		(~~684~~750,~~643~~387)		(~~412~~684,~~903~~643)
Office Supplies		~~(1,454)~~—		—(1,454)
Advisory Committee expenses		(95102,~~434~~531)		(9095,~~996~~434)

NET INCOME DISTRIBUTION		12,~~707~~309,~~443~~088		~~786~~1,~~894~~707,443

ADJUSTMENTS TO NET INCOME DISTRIBUTION:
Occupancy fees		~~684~~750,~~643~~387		~~412~~684,~~903~~643
Hospitality suite fees		32,~~293~~686		~~542~~3,293
Associate room fees		17,220		9,730
Corporate Comp		13,658		—
Incentives		311,990		241,260
Associate room fees		19,755		17,220
Incentives		377,787		311,990

AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS	$	23,~~724~~473,~~589~~361	$	12,~~451~~724,~~329~~589

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~~2022 and ~~2020~~2021


	~~2021~~2022		~~2020~~2021

BALANCE, beginning of year	$	—	$	—
BALANCE, beginning of period	$	—	$	—

ADDITIONS:
Amounts available for distribution		23,~~724~~473,~~589~~361		12,~~451~~724,~~329~~589
Interest received or receivable from Maintenance Escrow Fund		3178		~~441~~31
REDUCTIONS:
Amounts accrued or paid to participants		(23,~~724~~473,~~620~~439)		(12,~~451~~724,~~770~~620)
BALANCE, end of year	$	—	$	—
BALANCE, end of period	$	—	$	—

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~~2022 and ~~2020~~2021


	~~2021~~2022		~~2020~~2021

BALANCE, beginning of year	$	280,233	$	318,991
BALANCE, beginning of period	$	245,137	$	280,233

ADDITIONS:
Charges to participants to establish or restore escrow balances		~~277~~511,~~187~~162		~~241~~277,~~308~~187
Member accounts & miscellaneous		~~105~~1,634		~~4,998~~105
REDUCTIONS:
Carpet Carpet Care Reserve		(53,~~545)~~655		(125,~~335~~545)
Maintenance charges		(~~281~~310,~~164~~221)		(~~261~~281,~~904~~164)
Member accounts & miscellaneous		—		—
Change in Carpet Care Reserve		(14,407)		(6,814)
Change in Carpet Care Reserve		(6,814)		—
Refunds to participants as prescribed by the master lease agreements		(34,803)		(18,865)
Refunds to participants as prescribed by the master lease agreements		(18,865)		(10,825)
BALANCE, end of period	$	402,157	$	245,137
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~~2022 and ~~2020~~2021

1. Nature of the Rental Pool Lease Operation and Agreements

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.

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.

OnUnder ~~August~~the ~~20,~~terms ~~2018,~~of the ~~Second~~Agreement, ~~Addendum~~each toowner ~~the~~may ~~Master~~elect ~~Lease~~to ~~Agreement~~participate ~~became~~in ~~effective.~~the ~~The~~Rental ~~addendum~~Pool ~~defined~~for the ~~Turn-Key~~following ~~renovation,~~year ~~the~~by ~~Customization~~signing ofand ~~certain~~executing ~~units~~an ~~that~~Annual ~~did~~Lease ~~not~~Agreement ~~require~~(the a“ALA”). ~~full~~In ~~renovation,~~2022 and ~~provided~~2021, ~~for~~amounts anavailable ~~Incentive~~ to beParticipants ~~paid~~under by the ~~Company~~Agreement toapproximated ~~the~~$4,638,000 ~~participants.~~and ~~The~~$2,725,000, ~~Incentive~~respectively, ~~provides~~of ~~for~~which aapproximately ~~quarterly~~$690,000 ~~payment~~and to$596,000 ~~each~~was ~~participant,~~owed ~~beginning~~as onof ~~January~~December 131, ~~2019~~2022 and ~~ending~~2021, onrespectively. ~~December~~The ~~31,~~balances ~~2023~~owed, soalong ~~long~~with as the ~~unit~~incentives ~~continues~~discussed ~~to participate~~ in the ~~Rental~~following ~~Pool.~~paragraph, ~~Incentive~~were ~~payments~~paid ~~due~~by asthe ofCompany ~~December~~in ~~31,~~2023 ~~2021~~ and ~~2020~~2022, ~~totaled $76,790 and $60,090,~~ respectively.

On ~~June~~August 1320, ~~2019~~2018, the ~~Third~~Second Addendum to the Master Lease Agreement became effective. The addendum ~~provided~~defined ~~with~~the ~~two~~Turn-Key ~~options~~renovation, ~~for~~the ~~funding~~Customization of ~~the~~certain ~~cost~~units ~~overruns~~that ~~created~~did bynot ~~the~~require ~~default~~a offull ~~the~~renovation ~~AMH~~and ~~contractor. The first option~~ provided for ~~the~~an ~~Company~~Incentive to ~~fund~~be ~~the~~paid ~~cost~~by ~~overruns in exchange for~~ the ~~participant's~~Company ~~dedication of the unit~~ to the ~~Rental~~participants. ~~Pool~~The asIncentive ~~evidenced~~provides byfor a ~~Memorandum~~quarterly ofpayment ~~Lease~~to ~~recorded~~each ~~against the title of such~~ participant's, ~~unit~~beginning inon ~~the~~January ~~land~~1, ~~records~~2019 ofand ~~Pinellas~~ending ~~County.~~on ~~The~~December ~~second~~31, ~~option~~2023, ~~provided~~so anlong ~~additional~~as ~~incentive equal to~~ the ~~cost~~unit ~~overrun~~continues ~~amount~~to participate in the ~~form~~Rental ofPool. ~~quarterly~~Incentive payments, ~~adjusted~~due ~~annually,~~as ~~resulting in a reimbursement~~ of ~~10%~~December ~~of the total amount in 2019~~31, ~~15%~~2022 inand ~~2020, 20% in~~ 2021, ~~25%~~totaled ~~in 2022~~$93,767 and ~~the~~$76,790, ~~remainder in 2023~~respectively. ~~The additional incentive is included in Incentive's adjustment to net income distribution on the statement of operations for the distribution fund.~~

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 Incentives under adjustments to net income distribution on the statement of operations – 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. 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 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.

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~~renovations~~Maintenance Escrow Fund Accounts - The MLA provides that 90% of the ~~units~~Occupancy Fees earned by each Participant are deposited in the Participant’s Maintenance Escrow Fund account. ~~The~~Beginning ~~Innisbrook~~in ~~Rental~~2011, ~~Pool~~by ~~Trust~~mutual ~~was~~agreement ~~established~~between onthe ~~February~~ 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, ~~2002~~the Participant is required to ~~create~~restore the escrow balance to a ~~Trust,~~defined ~~which~~minimum ~~holds~~level. ~~certain~~The ~~assets~~MLA provides for specific fund balances to be maintained, by unit type, size and age of refurbishment, as defined in ~~such~~the ~~escrow~~Agreement. ~~accounts~~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 for each of the years ended December 31, 2022 and 2021.

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.

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.

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~~2022 and ~~2020~~2021, were collected in ~~2022~~2023 and ~~2021~~2022, respectively. As such, an allowance for doubtful accounts was not considered necessary as of December 31, ~~2021~~2022 or ~~2020~~2021.

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.

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~~2022, 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~~197,000 and $~~153~~181,000 as reimbursement for maintenance and housekeeping labor, use of telephone lines, and other supplies during the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. At December 31, ~~2021~~2022 and ~~2020~~2021, 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
Date : May 5, 2023	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~~May 155, ~~2022~~2023


/s/ Dale Pelletier	Chief Financial Officer (Principal Financial Officer	~~April~~May 155, ~~2022~~2023
	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

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