UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


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

For the quarterly period ended June 30, 2023

For the quarterly period ended March 31, 2023


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

For the transition period from to

COMMISSION FILE NUMBER: 333-147447

SALAMANDER INNISBROOK, LLC


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

36750 US Highway 19 North, Palm Harbor, FL 34684

Telephone Number: (727) 942-2000

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

None

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

247 Condominium Rental Pool Units

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 the Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☐ NO ☒

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

(Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑☐ Smaller reporting company þ Emerging growth company ☐

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

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

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 ~~August~~September 829, 2023. Issuer has no common stock subject to this report.

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SALAMANDER INNISBROOK, LLC

QUARTERLY REPORT ON FORM 10-Q

AS OF ~~MARCH~~JUNE 3130, 2023

INDEX

Item 1. Condensed Consolidated Financial Statements of Salamander Innisbrook, LLC 4 Salamander Innisbrook, LLC Condensed Consolidated Balance Sheets as of ~~March~~June 3130, 2023 (Unaudited) and December 31, 2022 4 Condensed Consolidated Statements of Operations and Changes in Member’s Equity (Unaudited) for the three months and six months ended ~~March~~June 3130, 2023 and 2022 5 Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 Supplemental Schedules of the Rental Pool Lease Operation Balance Sheets – Distribution Fund as of ~~March~~June 3130, 2023 (Unaudited) and December 31, 2022 13 Balance Sheets – Maintenance Escrow Fund as of ~~March~~June 3130, 2023 (Unaudited) and December 31, 2022 14 Statements of Operations- Distribution Fund (Unaudited) for the three and six months ended ~~March~~June 3130, 2023 and 2022 15 Statements of Changes in Participants’ Fund Balances -Distribution Fund (Unaudited) for the three and six months ended ~~March~~June 3130, 2023 and 2022 16 Statements of Changes in Participants’ Fund Balances -Maintenance Escrow Fund (Unaudited) for the three and six months ended ~~March~~June 3130, 2023 and 2022 17 Notes to Financial Statements 18 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures about Market Risk 21 Item 4. Controls and Procedures 2122 PART II — OTHER INFORMATION Item 1. Legal Proceedings 23 Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Defaults Upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 23 Signatures 24

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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. Condensed Consolidated Financial Statements

SALAMANDER INNISBROOK, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	~~March~~June 3130,		December 31,
	2023		2022
Assets
Current assets:
Cash	$	5,~~554~~047,~~027~~980	$	4,402,268
Accounts receivable, net		32,~~637~~040,~~333~~203		1,722,160
Inventories and supplies		1,~~097~~052,~~711~~737		1,170,340
Due from affiliates		~~341~~482,~~009~~354		234,875
Prepaid expenses and other current assets		~~946~~467,~~825~~973		1,360,992
Total current assets		119,~~576~~091,~~905~~247		8,890,635

Property, buildings and equipment, net		32,~~236~~693,~~477~~756		32,208,946
Operating lease right-of-use assets		~~859~~805,~~026~~834		96,157
Intangibles		4,330,001		4,330,001
Deferred contract costs, net		~~695~~466,~~964~~984		927,337
Restricted cash		2,041,226		2,041,226
Deposits and other assets		~~761~~744,~~641~~945		751,763
Total assets	$	5250,~~501~~173,~~240~~993	$	49,246,065


Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	1,~~629~~099,~~739~~337	$	1,561,469
Accrued liabilities		2,~~147~~215,~~489~~548		2,222,130
Rental Pool liability		1940,~~501,083~~700		783,932
Current portion deferred revenues		43,~~697~~849,~~152~~029		4,868,236
Due to affiliates		~~499~~483,~~047~~940		295,640
Current portion - operating leases		~~216~~218,~~130~~390		96,157
Current portion - note payable		876,609		876,609
Total current liabilities		119,~~567~~683,~~249~~553		10,704,173

Deferred revenues, net of current portion		1,~~463~~502,~~778~~640		1,662,541
Operating leases, net of current portion		~~642~~587,~~896~~444		—
Note payable, net of current portion and unamortized deferred financing costs		8,~~993~~776,~~542~~900		9,219,524

Total liabilities		20,550,537		21,586,238
Total liabilities		22,667,465		21,586,238

Member’s equity		29,~~833~~623,~~775~~456		27,659,827
Total liabilities and member’s equity	$	5250,~~501~~173,~~240~~993	$	49,246,065

See notes to condensed consolidated financial statements.

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SALAMANDER INNISBROOK, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER’S EQUITY

(Unaudited)


	Three months ended ~~March~~June 3130,				Six months ended June 30,
	2023		2022		2023		2022
Revenues:
Room revenues	$	32,~~922~~401,~~796~~024	$	32,~~459~~179,~~770~~135	$	6,323,820	$	5,638,905
Other revenues		129,~~829~~458,~~083~~359		119,~~418~~398,~~717~~486		22,287,442		20,817,203
Total revenues		1611,~~751~~859,~~879~~383		1411,~~878~~577,~~487~~621		28,611,262		26,456,108

Costs and expenses:
Operating costs and expenses		65,~~290~~142,~~946~~054		4,~~921~~514,~~626~~490		11,433,000		9,436,116
General and administrative		75,~~414~~990,~~536~~835		65,~~353~~621,~~378~~468		13,405,371		11,974,846
Depreciation and amortization		~~647~~644,~~682~~772		~~644~~694,~~902~~826		1,292,454		1,339,728
Total costs and expenses		1411,~~353~~777,~~164~~661		1110,~~919~~830,~~906~~784		26,130,825		22,750,690

Operating income		281,~~398,715~~722		2746,~~958,581~~837		2,480,437		3,705,418

Interest expense		(224,767)		(83,671)
Gain on forgiveness of Paycheck Protection Program loan		—		2,000,000		—		2,000,000

Interest expense		(292,041)		(85,476)		(516,808)		(169,147)
Net income		2,173,948		2,874,910


Net (loss) income		(210,319)		2,661,361		1,963,629		5,536,271
Member’s equity, beginning of period		27,659,827		25,123,383

Member’s equity, end of period	$	29,833,775	$	27,998,293
Member’s equity, beginning of period		29,833,775		27,998,293		27,659,827		25,123,383
Member’s equity, end of period	$	29,623,456	$	30,659,654	$	29,623,456	$	30,659,654

See notes to condensed consolidated financial statements.

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SALAMANDER INNISBROOK, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	~~Three~~Six months ended ~~March~~June 3130,
	2023		2022
Cash flows from operating activities:
Net income	$	21,~~173~~963,~~948~~629	$	25,~~874~~536,~~910~~271
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debts		75,~~900~~810		34,~~400~~900
Depreciation and amortization		647,682		644,902
Gain on forgiveness of Paycheck Protection Program Loan		—		(2,000,000)
Amortization of deferred financing costs		941		17,268
Depreciation and amortization		1,292,454		1,339,728
Amortization of lease right-of-use assets		55,809		91,343
Amortization of deferred financing costs		2,824		18,172
Amortization of lease right-of-use assets		109,001		182,686
Changes in operating assets and liabilities:
Accounts receivable		(1323,~~923,073~~853)		(~~862~~280,~~377~~454)
Inventories and supplies		72117,~~629~~603		(84148,~~176~~056)
Prepaid expenses and other current assets		~~414~~893,~~167~~019		56500,~~631~~098
Accounts payable		68(462,~~270~~132)		(11496,~~668~~710)
Accrued liabilities and Rental Pool liability		~~642~~150,~~510~~186		~~303~~(131,~~398~~575)
Deferred revenues		(~~369~~1,~~848~~179,108)		43(435,~~293~~215)
Deposits and other assets		(96,~~878)~~818		(70127,~~346~~254)
Due to/from affiliates, net		97(59,~~273~~179)		~~208~~(106,~~469~~461)
Operating lease liabilities		(55109,~~809~~001)		(91182,~~343~~686)
Net cash provided by operating activities		12,~~822~~408,~~521~~071		3,~~123~~673,~~704~~444

Cash flows from investing activities:
Cash paid for deferred contract costs		—		(45,~~689~~312)
Purchases of property and equipment		(~~443~~1,~~839~~316,911)		(~~226~~380,~~107~~352)
Net cash used in investing activities		(~~443~~1,~~839~~316,911)		(~~230~~385,~~796~~664)

Cash flows from financing activities:
Repayments of note payable		(~~226~~445,~~923~~448)		(~~231~~380,~~714~~573)
Net cash provided by (used in) financing activities		(226,923)		(231,714)
Net cash (used in) financing activities		(445,448)		(380,573)

Net change in cash and restricted cash		1645,~~151,759~~712		2,~~661~~907,~~194~~207

Cash and restricted cash, beginning of period		6,443,494		5,267,750
Cash and restricted cash, end of period	$	7,~~595~~089,~~253~~206	$	78,~~928~~174,~~944~~957

Supplemental disclosure of cash flow information:
Cash paid for interest	$	~~160~~454,~~020~~571	$	8280,~~768~~856

Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liability	$	914,835	$	—
Operating lease termination and offset of Right-of-use asset and lease liability	$	96,157	$	—

See notes to condensed consolidated financial statements.

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SALAMANDER INNISBROOK, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Nature of business

Salamander Innisbrook, LLC (the “Company”), ~~own~~owns 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 247 units or 294 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.

Basis of presentation

The accompanying condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Quarterly Report on Form 10-Q. Consequently, they do not include all disclosures normally provided in the audited financial statements included in the Company’s Annual Report on Form 10-K. Accordingly, these condensed financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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

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

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates that are critical to the accompanying consolidated financial statements include our beliefs that all of our long-lived assets, are recoverable, that our estimates of the average lives of memberships from which we base our revenue recognition are reasonable. 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.

Recent Accounting Pronouncement - In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit loss, or CECL, methodology. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The Company adopted the new standard effective January 1, 2023, which did not have a material impact to the consolidated financial statements.

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2. Property, Buildings and Equipment

Property, buildings, and equipment consist of the following as of ~~March~~June 3130, 2023 and December 31, 2022:


	~~March~~June 3130, 2023		December 31, 2022
Land and land improvements	$	21,~~846~~955,~~601~~901	$	21,846,601
Buildings		2829,~~545~~634,~~967~~156		28,545,967
Furniture, fixtures and equipment		11,~~532~~749,~~233~~033		11,531,015
Construction in progress		~~935~~392,~~976~~589		493,129
		6263,~~860~~731,~~777~~679		62,416,712
Less accumulated depreciation and amortization		(3031,~~624~~037,~~300~~923)		(30,207,766)
	$	32,~~236~~693,~~477~~756	$	32,208,946

Depreciation expense was $~~416~~413,~~533~~624 and $~~414~~463,~~169~~678 for the quarters ended ~~March~~June 3130, 2023 and 2022, respectively, and $830,157 and $877,847 for the six-month periods ended June 30, 2023 and 2022, respectively.

3. Leases

Operating Leases

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

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

As of ~~March~~June 3130, 2023, the remaining lease terms in years approximated ~~four~~three and a half years and the discount rate was 4.17%. 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 remaining ~~nine~~six months ended December 31, 2023 and the year ended December 31, 2024 through 2026 are as follows:


Periods Ending December 31,
2023 (Remaining 9 months)	$	185,882
2024		247,842
2025		247,842
2026		247,842
Total future minimum lease payments		929,408
Less imputed interest		(70,382)
Total present value of future minimum lease payments	$	859,026

Operating lease expense approximated $158,825 and $96,750 for each of the quarters ended March 31, 2023 and 2022, respectively.


Periods Ending December 31,
2023 (Remaining 6 months)	$	123,921
2024		247,842
2025		247,842
2026		247,842
Total future minimum lease payments		867,447
Less imputed interest		(61,614)
Total present value of future minimum lease payments	$	805,833

Operating lease expense approximated $61,960 and $96,750 for each of the quarters ended June 30, 2023 and 2022, respectively, and $220,790 and $193,500 for each of the six-month periods ended June 30, 2023 and 2022, respectively.

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4. Contingency

At December 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 litigation arose from our decision to terminate 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 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. We are working with our legal counsel to determine next steps.

5. 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 $~~100~~76,~~900~~800 and $6263,~~500~~700 for the quarters ended ~~March~~June 3130, 2023 and 2022, respectively, and approximately $177,700 and $126,200 for the six-month periods ended June 30, 2023 and 2022, respectively.

6. Rental Pool Operations

In December 2013, we entered a Master Lease Agreement (“Agreement”) with the Rental Pool’s Lessors Advisory Committee (“LAC”). The Agreement commenced on January 1, 2014 for a period of ten years, replacing all lease agreements previously in existence. Under the Agreement, the Resort pays the Participant a quarterly distribution equal to 40% of the Adjusted Gross Revenues on the first $10 million, 45% between $10 million and $11 million, and 50% above $11 million. The Participants are also entitled to 35 nights in-season and complimentary gift certificates for golf and food & beverage. Their guests will be entitled to the same privileges as the Participants when occupying the participant’s units. As of ~~March~~June 3130, 2023 and December 31, 2022, amounts available to Participants under the Agreement approximated $1828,~~389,200~~000 and $690,000, respectively. The ~~March 31~~June 30, 2023 balance, along with the incentive discussed in the following paragraph is reflected as a Rental Pool liability in our ~~March 31~~June 30, 2023 consolidated balance sheet. The liabilities were paid insubsequent ~~2023~~to ~~and~~the ~~2022,~~respective ~~respectively~~period ends.

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 ~~March~~June 3130, 2023 and December 31, 2022 totaled $111,932 and $93,769, 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 (i.e. Deferred Contract Costs) during the quarters ended ~~March~~June 3130, 2023 and 2022 approximated $~~236~~226,~~100~~000 and $~~230~~231,~~700~~000, respectively, and approximately $462,000 and $464,000 for the six months ended June 30, 2023 and 2022, respectively, and are included in depreciation and amortization expense.

The remaining balance of ~~these~~this ~~costs~~asset as of ~~March~~June 3130, 2023 was $~~695~~466,~~964~~984 and ~~are~~such amount is expected to be fully amortized by December 31, 2023.

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7. Other Related Party Transactions

We incurred management fees to Salamander Hospitality, LLC, an entity related to us by virtue of common ownership, of $~~498~~353,~~851~~279 and $~~437~~339,~~956~~356 during the quarters ended ~~March~~June 3130, 2023 and 2022, respectively, and $852,130 and $777,312 during the six-month period ending July 30, 2023 and 2022, respectively. These fees are included in general and administrative expenses in the accompanying consolidated statements of operations.

At ~~March~~June 3130, 2023 and December 31, 2022, we owed our affiliates approximately $~~499~~484,000 and $~~295~~296,~~600~~000, respectively, and had receivables from our affiliates of approximately $~~341~~482,000 and $~~234~~235,~~900~~000, respectively. 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 $4345,000 and $3956,000 during the respective quarters ended ~~March~~June 3130, 2023 and 2022, respectively, and approximately $88,000 and $95,000 for the six months ended June 30, 2023 and 2022, 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.

At March 31, 2023 and December 31, 2022, we were owed $79,376 and $99,047, 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 2023 and 2022, in the same manner as all other Rental Pool participants.

8. Note Payable

OnWe ~~March~~are ~~28,~~obligated ~~2017,~~under ~~we obtained~~ a loan inagreement ~~the~~with ~~amount~~Truist ofBank. ~~fifteen~~The ~~million~~note ~~dollars~~payable ~~($15,000,000)~~has ~~from~~interest ~~Truist~~at ~~Bank~~the ~~(formerly~~SOFR ~~known~~rate asplus ~~Branch~~2.3% ~~Banking~~per ~~and~~annum ~~Trust~~adjusted ~~Company (“BB&T”))~~monthly. The loan ~~was~~requires ~~initially being repaid over a five-year period in~~ monthly ~~installments~~principal payments of ~~principal~~$73,051 plus interest ~~based~~through onJuly ~~a 15-year amortization schedule commencing on May~~ 5, ~~2017,~~2034 ~~with~~at ~~the~~which ~~remaining~~time ~~unpaid~~the balance ~~due~~will inbe ~~full~~paid ~~on April 5, 2022. On April 4, 2022,~~ (the ~~loan~~interest ~~maturity date was extended to July 5, 2022, and the~~ rate ~~of interest~~ was ~~modified to the adjusted term SOFR rate plus 2~~7.305% ~~per~~at ~~annum~~June ~~adjusted~~30, ~~monthly~~2023).

On July 5, 2022, the loan was amended again whereby monthly principal payments of $73,051 plus interest commenced on August 5, 2022 and continue until July 5, 2034 at which time the balance will be paid (7% at March 31, 2023).

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.

Future maturities of the note payable are as follows as of ~~March~~June 3130, 2023:


Year ending December 31,
Periods ending December 31,
2023 (Remaining 9 months)	$	657,456
2023 (Remaining 6 months)	$	438,301
2024		876,609
2025		876,609
2026		876,609
2027		876,609
2028-2034		5,771,008
		9,~~934~~715,~~900~~745
Less unamortized deferred financing costs		(6462,~~749~~236)
	$	9,~~870~~653,~~151~~509

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9. Land Development and Sale Contract

On April 13, 2021, we entered into an Agreement for the Sale and Purchase of Real Property with Toll 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, as well as receipt of an approved site plan. We filed a plan amendment application with Pinellas County on December 15, 2021. As our development team continues to progress through the Pinellas County regulatory process, our applications received unanimous approval from the Pinellas Local Planning Authority on April 14, 2022. On May 24, 2022, our application for an amendment to our 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~~continuing ~~submitting~~to ~~the~~pursue final site plan ~~application,~~approval ~~which~~from isPinellas ~~expected~~County. toThe beclosing ~~approved~~of in the ~~beginning~~sale ofwill ~~July.~~occur ~~Subsequent~~within tothirty ~~the~~(30) ~~approval,~~days aof ~~two~~receipt ~~week~~of ~~permitting~~the ~~process~~site ~~will be underway. We~~ plan toapproval, ~~close~~which ~~with~~is ~~Toll~~expected ~~Brothers,~~in ~~Inc. by~~ the ~~end~~fourth quarter of ~~August~~ 2023.

10. Other Subsequent Events

None.

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SUPPLEMENTAL SCHEDULES OF RENTAL POOL LEASE OPERATION

HISTORICAL SUMMARY

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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INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS – DISTRIBUTION FUND

(Unaudited)


	~~March~~June 3130,		December 31,
	2023		2022
ASSETS

RECEIVABLE FROM SALAMANDER INNISBROOK, LLC FOR DISTRIBUTION	$	1935,~~499,517~~840	$	783,918
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND		14,~~447~~320		78
	$	1940,~~500,964~~160	$	783,996
LIABILITIES AND PARTICIPANTS’ FUND BALANCES

DUE TO PARTICIPANTS FOR DISTRIBUTION	$	1940,~~500,964~~160	$	783,996
	$	1940,~~500,964~~160	$	783,996

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS - MAINTENANCE ESCROW FUND

(Unaudited)


	~~March~~June 3130,		December 31,
	2023		2022
ASSETS
CASH	$	~~496~~589,~~346~~688	$	471,375
	$	~~496~~589,~~346~~688	$	471,375

LIABILITIES AND PARTICIPANTS’ FUND BALANCES

ACCOUNTS PAYABLE	$	2239,~~252~~211	$	47,163
TOTAL LIABILITIES		2239,~~252~~211		47,163

CARPET CARE RESERVE		2216,~~054~~394		22,055
PARTICIPANTS’ FUND BALANCES		~~452~~534,~~040~~083		402,157
	$	~~496~~589,~~346~~688	$	471,375

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

STATEMENTS OF OPERATIONS - DISTRIBUTION FUND

(Unaudited)


	Three months ended ~~March~~June 3130,				Six months ended June 30,
	2023		2022		2023		2022
GROSS REVENUES	$	32,~~808~~352,~~269~~571	$	32,~~404~~130,~~134~~204	$	6,160,840	$	5,534,338

DEDUCTIONS:
Agents’ commissions		~~100~~112,~~386~~455		8779,~~577~~674		212,841		167,251
Credit card fees		9765,~~527~~092		9051,~~564~~836		162,619		142,400
Audit fees		3738,~~500~~414		22,~~500~~524		75,914		45,024
Linen replacements		5627,~~480~~409		3026,~~584~~559		83,889		57,143
Rental pool complimentary fees		45,~~460~~980		34,~~944~~472		10,440		8,416
		~~296~~249,~~353~~350		~~235~~185,~~169~~065		545,703		420,234

ADJUSTED GROSS REVENUES		32,~~511~~103,~~916~~221		31,~~168~~945,~~965~~139		5,615,137		5,114,104

AMOUNT RETAINED BY LESSEE		(21,~~107~~261,~~150~~932)		(1,~~901~~167,~~379~~084)		(3,369,082)		(3,068,463)

GROSS INCOME DISTRIBUTION		1841,~~404,766~~289		1778,~~267,586~~055		2,246,055		2,045,641

ADJUSTMENTS TO GROSS INCOME DISTRIBUTION:
General pooled expense		—		(~~464~~397)		—		(861)
Miscellaneous pool adjustments		(~~118~~620)		~~(653)~~1,914		(738)		1,261
Occupancy fees		(~~268~~223,~~643~~313)		(~~238~~194,~~073~~033)		(491,956)		(432,106)
Advisory Committee expenses		(2523,~~876~~943)		(2422,~~652~~516)		(49,819)		(47,168)

NET INCOME DISTRIBUTION		1593,~~110,129~~413		1563,~~003,744~~023		1,703,542		1,566,767

ADJUSTMENTS TO NET INCOME DISTRIBUTION:
Occupancy fees		~~268~~223,~~643~~313		~~238~~194,~~073~~033		491,956		432,106
Hospitality suite fees		~~1,868~~516		~~2,074~~—		2,384		2,074
Corporate Comp		32,~~860~~726		—5,696		6,586		5,696
Associate room fees		3,~~085~~940		46,~~430~~320		7,025		10,750
Incentives		111,932		9594,~~501~~339		223,864		189,840

AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS	$	1935,~~499,517~~840	$	1863,~~343,822~~411	$	2,435,357	$	2,207,233

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES - DISTRIBUTION FUND

(Unaudited)


	Three months ended ~~March~~June 3130,				Six months ended June 30,
	2023		2022		2023		2022
BALANCE, beginning of period	$	—	$	—	$	—	$	—

ADDITIONS:
Amounts available for distribution		1935,~~499,517~~840		1863,~~343,822~~411		2,435,357		2,207,233
Interest received or receivable from Maintenance Escrow Fund		14,~~447~~320		89		5,767		17
REDUCTIONS:
Amounts accrued or paid to participants		(1940,~~500,964~~160)		(1863,~~343,830~~420)		(2,441,124)		(2,207,250)
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

(Unaudited)


	Three months ended ~~March~~June 3130,				Six months ended June 30,
	2023		2022		2023		2022
BALANCE, beginning of period	$	~~402~~452,~~157~~040	$	~~245~~202,~~137~~046	$	402,157	$	245,137

ADDITIONS:
Charges to participants to establish or restore escrow balances		~~144~~171,~~946~~028		30246,~~406~~354		315,974		276,760
Member accounts & miscellaneous		~~137~~177		60(670)		314		(610)
REDUCTIONS:
Carpet Care Reserve		(3,810)		3(9,~~743~~288)		—		(5,545)
Maintenance charges		(8788,~~229~~016)		(6974,~~394~~132)		(175,245)		(143,526)
Change in Carpet Care Reserve		—(4,888)		~~488~~755		(4,888)		1,243
Refunds to participants as prescribed by the master lease agreements		(~~4,161~~68)		(812,~~394~~689)		(4,229)		(21,083)
BALANCE, end of period	$	~~452~~534,~~040~~083	$	~~202~~352,~~046~~376	$	534,083	$	352,376

See notes to financial statements

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INNISBROOK RENTAL POOL LEASE OPERATION

SUPPLEMENTAL NOTES TO FINANCIAL STATEMENTS

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”). As of ~~March~~June 3130, 2023 and December 31, 2022, amounts available to Participants under the Agreement, ~~and the incentives discussed in the next paragraph,~~ approximated $1828,~~501,~~000 and $~~783~~690,~~900, respectively~~000. The ~~balances~~June ~~owed~~30, 2023 balance, along with the ~~incentives~~incentive discussed in the following paragraph, ~~were~~is ~~paid~~reflected byas a Rental Pool liability in the Company’s inJune 30, 2023 ~~and~~consolidated ~~2022,~~balance ~~respectively~~sheet. The liabilities were paid in 2023.

On August 20, 2018, the Second Addendum to the Master Lease Agreement became effective. The addendum defined the Turn-Key renovation, the Customization of certain units that did not require a full renovation and provided for an Incentive to be paid by the Company to the participants. The Incentive provides for a quarterly payment to each participant, beginning on January 1, 2019 and ending on December 31, 2023, so long as the unit continues to participate in the Rental Pool. Incentive payments due as of ~~March~~June 3130, 2023 and December 31, 2022 totaled $111,932 and $93,769, respectively.

On June 13, 2019, the Third Addendum to the Master Lease Agreement became effective. The addendum provided with two options for funding of the cost overruns created by the default of the AMH contractor. The first option provided for the Company to fund the cost overruns in exchange for the participant’s dedication of the unit to the Rental Pool as evidenced by a Memorandum of Lease recorded against the title of such participant’s unit in the land records of Pinellas County. The second option provided an additional incentive equal to the cost overrun amount in the form of quarterly payments, adjusted annually, resulting in a reimbursement of 10% of the total amount in 2019, 15% in 2020, 20% in 2021, 25% in 2022, and the remainder in 2023. The additional incentive is included in Incentive’s adjustment to net income distribution on the statement of operations for the distribution fund.

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.

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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.

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~~approximated $47,000 and $2,000 for the quarters ended ~~March~~June 3130, 2023 and 2022, respectively, and approximately $11,000 and $6,000.

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.

OTHER RELATED PARTY TRANSACTIONS

Pursuant to ~~the~~ terms of the ~~Master Lease~~ Agreement, the Innisbrook Rental Pool ~~paid~~Lease Operation reimbursed the Company approximately $4345,000 and $3956,000 during the respective quarters ended ~~March~~June 3130, 2023 and 2022, and approximately $88,000 and $95,000 for the six months ended June 30, 2023 and 2022, respectively, for maintenance and housekeeping labor, use of the telephone lines and other supplies.

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

Results of Operations


	Three months ended ~~March~~June 3130,												Six months ended June 30,
	2023		%		2022		%		Inc/(dec)		% Chg		2023		%		2022		%		Inc/(dec)		% Chg
Resort revenues:
Room revenues	$	32,~~922~~401,~~796~~024	2320.42	%	$	32,~~459~~179,~~770~~135	2318.38	%	$	~~463~~221,~~026~~889	1310.42	%	$	6,323,820	22.1	%	$	5,638,905	21.3	%	$	684,915	12.1	%
Other revenues		129,~~829~~458,~~083~~359	7679.68	%		119,~~418~~398,~~717~~486	7681.72	%		159,~~410,366~~873	120.46	%		22,287,442	77.9	%		20,817,203	78.7	%		1,470,239	7.1	%
Total revenues		1611,~~751~~859,~~879~~383	100.0	%		1411,~~878~~577,~~487~~621	100.0	%		1281,~~873,392~~762	122.64	%		28,611,262	100.0	%		26,456,108	100.0	%		2,155,154	8.1	%

Costs and expenses:
Operating costs and expenses		65,~~290~~142,~~946~~054	3743.64	%		4,~~921~~514,~~626~~490	3339.10	%		1627,~~369,320~~564	2713.89	%		11,433,000	40.0	%		9,436,116	81.5	%		1,996,884	21.2	%
General and administrative		75,~~414~~990,~~536~~835	4450.35	%		65,~~353~~621,~~378~~468	4248.76	%		1369,~~061,158~~367	166.76	%		13,405,371	46.9	%		11,974,846	103.4	%		1,430,525	11.9	%
Depreciation and amortization		~~647~~644,~~682~~772	35.94	%		~~644~~694,~~902~~826	46.30	%		2(50,~~780~~054)	0-7.42	%		1,292,454	4.5	%		1,339,728	11.6	%		(47,274)	-3.5	%
Total costs and expenses		1411,~~353~~777,~~164~~661	8599.73	%		1110,~~919~~830,~~906~~784	8093.15	%		2946,~~433,258~~877	208.47	%		26,130,825	91.3	%		22,750,690	196.5	%		3,380,135	14.9	%
Operating income (loss)		281,~~398,715~~722	140.37	%		2746,~~958,581~~837	196.95	%		(~~559~~665,~~866~~115)	-1889.91	%		2,480,437	8.7	%		3,705,418	32.0	%		(1,224,981)	-33.1	%

Interest expense		(224,767)	-1.5	%		(83,671)	-0.6	%		(141,096)	168.6	%
Gain on forgiveness of Paycheck Protection Program loan		—	0.0	%		2,000,000	17.3	%		(2,000,000)	-100.0	%		—	0.0	%		2,000,000	17.3	%		(2,000,000)	-100.0	%
Net income	$	2,173,948	13.0	%	$	2,874,910	19.3	%	$	(700,962)	-24.4	%
Interest expense		(292,041)	-2.5	%		(85,476)	-0.7	%		(206,565)	241.7	%		(516,808)	-1.8	%		(169,147)	-1.5	%		(347,661)	205.5	%
Net income (loss)	$	(210,319)	-1.8	%	$	2,661,361	23.0	%	$	(2,871,680)	-107.9	%	$	1,963,629	6.9	%	$	5,536,271	47.8	%	$	(3,572,642)	-64.5	%

Overall resort revenues increased by approximately $1282,~~873,392~~000 or 122.64% during the quarter ended ~~March~~June 3130, 2023 compared with the quarter ended ~~March~~June 3130, 2022. ~~The~~and ~~increase~~approximately in$2,155,000 ~~revenues~~or ~~was~~8.1% ~~primarily~~during ~~driven~~the bysix ~~the~~months ~~Valspar~~ended ~~Tournament~~June 30, as2023 ~~the~~compared ~~prior~~with ~~year~~the ~~tournament~~six ~~was~~months ~~held~~ended inJune ~~April~~ 30,2022. The Inincreases ~~addition,~~were ~~activity~~primarily atdriven by the ~~Resort~~Valspar ~~increased~~Tournament. ~~due~~Total tocosts ~~certain~~and ~~restrictions~~expenses ~~imposed~~increased by approximately $947,000 or 8.7% for the ~~COVID~~quarter 19ended ~~pandemic~~June ~~being~~30, ~~relaxed.~~2023 ~~Total~~compared ~~costs~~with ~~and~~the ~~expenses~~quarter ~~increased~~ended ~~year-over-year~~June 30, 2022 and by approximately $23,~~433~~380,~~258~~000 or 2015% during the six months ended June 30, 2023 compared with the six months ended June 30, 2022, which is attributable to inflation and the increase in revenues across the same period.

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.

Liquidity and Capital Resources

Cash generated from operating activities approximated $12,~~823~~408,000 and $3,~~124~~673,000 during the ~~quarters~~six months ended ~~March~~June 3130, 2023 and 2022, respectively, a decrease of approximately $1,~~301~~265,000. The decrease resulted substantially from a decline in net income (after exclusion of the ~~following:~~gain on forgiveness of debt) of approximately $1,573,000 as changes in other operating assets and liabilities effectively offset each other within all material respects.

●We Aused ~~decline~~cash inof ~~net~~approximately ~~income~~$1,317,000 and $386,000 for investing activities during the six months ended June, 2023 and 2022, respectively. The increase of approximately $~~770~~931,000 resulted from increased equipment and capital project purchases in 2023 compared to 2022.

●We Anused ~~increase~~cash infor ~~account~~financing ~~receivables~~activities of approximately $1445,~~060~~000 and $381,000 during the six months ended June 30, 2023 and 2022, respectively. The funds were used to pay monthly principal payments under our note payable with Truist bank.

We used cash of approximately $444,000 and $231,000 for investing activities during the quarters ended March 31, 2023 and 2022, respectively. The increase of approximately $213,000 resulted from increased equipment purchases in 2023 compared to 2022.

We used cash for financing activities of approximately $227,000 and $232,000 during the quarters ended March 31, 2023 and 2022, respectively. The funds were used to pay monthly principal payments under our note payable with Truist bank.

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 ~~March~~June 3130, 2023:


			Remaining 96 months		Years Ending December 31,
Contractual Obligations	Total		2023		2024		2025		2026		2027		2028 - 2034
Operating lease obligation (1)	$	~~859~~805,~~026~~834	$	~~161~~108,~~252~~060	$	222,982	$	232,457	$	242,335	$	—	$	—
Interest payments on outstanding lease obligation (2)		7061,~~382~~614		2415,~~630~~862		24,860		15,385		5,507		—		—

Total	$	~~929~~867,~~408~~448	$	~~185~~123,~~882~~922	$	247,842	$	247,842	$	247,842	$	—	$	—

Long term debt obligation (1)	$	9,~~934~~715,~~900~~748	$	~~657~~438,~~456~~304	$	876,609	$	876,609	$	876,609	$	876,609	$	5,771,007
Interest payments on outstanding debt obligation (2)		2,~~662~~546,~~822~~260		~~340~~224,~~694~~132		417,350		375,071		333,965		292,859		902,883

Total	$	12,~~597~~262,~~722~~008	$	~~998~~662,~~150~~436	$	1,293,959	$	1,251,680	$	1,210,574	$	1,169,468	$	6,673,890

(1)	Amounts include principal payments only

(2)	Projected interest payments are based on the outstanding principal amounts and interest rates at December 31, 2022

Item 3. 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 ~~March~~June 3130, 2023, approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.

We are obligated under a note payable with interest at the SOFR rate plus 2.3% per annum adjusted monthly. The loan is collateralized by our real and personal property and guarantees of certain affiliates. As of ~~March~~June 3130, 2023, the note payable consisted of the following:

Principal as of

Interest Rate as of

Principal as of

Interest Rate as of

Mortgage Loan

~~March~~June 3130, 2023

December 31, 2022

Maturity Date

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

9,~~934~~715,~~900~~745

7.~~0000~~5000

10,154,049

6.5000

July 5, 2034

Less unamortized debt issuance costs

(6462,~~749~~236)

(57,917)

Total

9,~~870~~653,~~151~~509

10,096,132

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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~~summarized~~Item 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 disclosure4. AtCONTROLS ~~March~~AND 31, 2023, 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 March 31, 2023, our disclosure controls and procedures were effective.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 June 30, 2023, 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 June 30, 2023, 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 ~~March~~June 3130, 2023, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that, as of ~~March~~June 3130, 2023, the Company’s internal controls over financial reporting were effective.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the current quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Item 1A. RISK FACTORS

Not required for Smaller Reporting Company.

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

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other information

Not applicable

Item 6. Exhibits

(a). See page 2325 for the Exhibit Index.

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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 : August 8, 2023	By:	/s/ Prem Devadas
Date : September 29, 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)	~~August~~September 829, 2023


/s/ Dale Pelletier	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	~~August~~September 829, 2023

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EXHIBIT INDEX

Exhibit No.		Description
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
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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