UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 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:

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):

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 June 22, 2023.

Issuer has no common stock subject to this report.

Table of Contents

PART I

ITEM 1. BUSINESS

Background

Salamander Innisbrook, LLC (the “Company”) was organized on June 14, 2007, by Salamander Farms, LLC under the laws of the state of Florida for the purpose of owning and operating Innisbrook Resort and Golf Club (the “Resort”). The Company, and its wholly owned subsidiaries, Salamander Innisbrook Securities, LLC and Salamander Innisbrook Condominium, LLC, are hereinafter referred to as “we”, “us”, “our”. On July 16, 2007, we purchased the Resort, three condominiums, which became Salamander Innisbrook Condominiums, LLC, and all of the equity interests in Golf Host Securities, Inc. from Golf Trust of America, Inc. and its subsidiaries and affiliates. The Resort is a full service 72-hole destination golf and conference facility located near Tampa, Florida. The Resort features 1,216 condominium rooms, all of which are owned by third parties or affiliates. Approximately 296 condominium owners (representing 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.

Table of Contents

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

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

The 2022 Valspar Championship was contested at Innisbook’s Copperhead course March 17-20, 2022 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 May 05, 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.

Table of Contents

Employees

At December 31, 2022, we had 414 employees; 306 full-time and 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, approximately 250 participate in the Rental Pool. 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 1,218 and the average number of units participating in the Rental Pool at any one time is equivalent to approximately 295 hotel rooms. The Resort complex includes 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

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.

ITEM 4. MINE SAFETY DISCLOSURES

None.

Table of Contents

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: (I) 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.

Table of Contents

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 year ending December 31, 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, 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,
	2022		%		2021		%		Inc/(dec)		% Chg
Resort revenues:
Room revenues	$	8,853,581	20.0	%	$	6,967,712	20.1	%	$	1,885,869	27.1	%
Other revenues		35,343,422	80.0	%		27,641,314	79.9	%		7,702,108	27.9	%
Total revenues		44,197,003	100.0	%		34,609,026	100.0	%		9,587,977	27.7	%

Costs and expenses:
Operating costs and expenses		17,987,886	40.7	%		17,365,673	50.2	%		622,213	3.6	%
General and administrative		22,686,634	51.3	%		14,974,490	43.3	%		7,712,144	51.5	%
Depreciation and amortization		2,563,774	5.8	%		2,592,004	7.5	%		(28,230)	-1.1	%
Total costs and expenses		43,238,294	97.8	%		34,932,167	100.9	%		8,306,127	23.8	%

Operating income (loss)		958,709	2.2	%		(323,141)	-0.9	%		1,281,850	-396.7	%
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		(422,265)	-1.2	%		(348,771)	-1.0	%		(73,494)	21.1	%
Net income	$	2,536,444	5.7	%	$	2,722,588	7.9	%	$	(186,144)	-6.8	%

During 2022 overall resort revenues increased by $9,587,977 or 27.7% compared with the prior year. The increase in revenues was primarily driven by the ongoing recovery from the COVID-19 pandemic. Total costs and expenses increased year-over-year by $8,306,127 or 23.8% which is attributable to inflation and the increase in revenues across the same period.

Our revenues and results of operations improved considerably in 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 had been forgiven by the SBA. 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.

Table of Contents

In June 2021, we received a second PPP loan of $2,000,000 that had an interest rate of 1% and a term of 5 years. The loan and related accrued interest were eligible for forgiveness by the 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 in 2022 received notice that the entire second PPP loan had been forgiven. As such, we recognized a gain on the extinguishment of the debt in the amount of 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.

Environmental Matters

None.

Off Balance Sheet Arrangements

We do not have any unconsolidated subsidiaries.

Table of Contents

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, 2022:


Contractual Obligations	Total		2023		2024		2025		2026		2027		2028 - 2034
Operating lease obligation (1)	$	96,865	$	96,865	$	—	$	—	$	—	$	—	$	—
Interest payments on outstanding lease obligation (2)		(708)		(708)		—		—		—		—		—
Total	$	96,157	$	96,157	$	—	$	—	$	—	$	—	$	—

Long term debt obligation (1)	$	10,154,049	$	876,609	$	876,609	$	876,609	$	876,609	$	876,609	$	5,771,004
Interest payments on outstanding debt obligation (2)		3,499,000		603,000		546,000		489,000		432,000		375,000		1,054,000
Total	$	13,653,049	$	1,479,609	$	1,422,609	$	1,365,609	$	1,308,609	$	1,251,609	$	6,825,004

(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 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.

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


	Principal as of		Interest Rate as of		Principal as of		Interest Rate as of
Mortgage Loan	December 31, 2022		December 31, 2022		December 31, 2021		December 31, 2021		Maturity Date
Truist Bank (formerly known as Branch Banking and Trust Company (BB&T))	$	10,154,049	6.5000	%	$	10,899,876	2.4375	%	July 5, 2034
Less unamortized debt issuance costs		(57,917)				(18,172)
Total	$	10,096,132			$	10,881,704

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Consolidated Financial Statements and Supplementary Data starting on page 19.

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

None.

Table of Contents

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, 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, 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, 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, 2022, the Company’s internal control over financial reporting was effective.

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, 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. 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. 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.

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is information about our executive officers:

Name	Age	Position
Prem Devadas	65	Manager
Dale Pelletier	63	CFO, Salamander Hospitality LLC

Biographical Information

Prem Devadas, Manager, is a 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 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.

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.

Table of Contents

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, 2022, to our executive officers.


						Other
		Salary and				Annual		All Other
Name and Principal Position		Commission		Bonus		Compensation		Compensation
Prem Devadas, Manager	2022	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer	2022	$	—	$	—	$	—	$	—
Prem Devadas, Manager (1)	2021	$	—	$	—	$	—	$	—
Dale Pelletier, Chief Financial Officer (1)	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 2022 and 2021, amounts available to Participants under the Agreement approximated $4,638,000 and $2,725,000, respectively, of which approximately $690,000 and $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.

Table of Contents

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, 2022 and 2021, and the related consolidated statements of operations and changes in member’s equity and cash flows for 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, 2022 and 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.

Table of Contents

SALAMANDER INNISBROOK, LLC

CONSOLIDATED BALANCE SHEETS

As of December 31, 2022 and 2021


	2022		2021

Assets
Current assets:
Cash	$	4,402,268	$	3,226,557
Accounts receivable, net		1,722,160		1,884,406
Inventories and supplies		1,170,340		881,465
Due from affiliates		234,875		17,853
Prepaid expenses and other current assets		1,360,992		1,085,902
Total current assets		8,890,635		7,096,183

Property, buildings and equipment, net		32,208,946		32,424,075
Operating lease right-of-use assets		96,157		470,487
Intangibles		4,330,001		4,330,001
Deferred contract costs, net		927,337		1,849,186
Restricted cash		2,041,226		2,041,193
Deposits and other assets		751,763		476,265
Total assets	$	49,246,065	$	48,687,390

Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	1,561,469	$	1,306,082
Accrued liabilities		2,222,130		1,914,157
Rental Pool liability		783,932		673,366
Current portion deferred revenues		4,868,236		4,416,272
Due to affiliates		295,640		511,784
Current portion - operating leases		96,157		374,219
Current portion - note payable, net of unamortized deferred financing costs at December 31, 2021		876,609		10,881,704
Total current liabilities		10,704,173		20,077,584

Deferred revenues, net of current portion		1,662,541		1,390,155
Operating leases, net of current portion		—		96,268
Note payable, net of current portion and unamortized deferred financing costs at December 31, 2022		9,219,524		—
Paycheck Protection Program Loan		—		2,000,000

Total liabilities		21,586,238		23,564,007

Member’s equity		27,659,827		25,123,383
Total liabilities and member’s equity	$	49,246,065	$	48,687,390

See notes to consolidated financial statements.

Table of Contents

SALAMANDER INNISBROOK, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER’S EQUITY

For the Years Ended December 31, 2022 and 2021


	2022		2021

Revenues:
Room revenues	$	8,853,581	$	6,967,712
Other revenues		35,343,422		27,641,314
Total revenues		44,197,003		34,609,026

Costs and expenses:
Operating costs and expenses		17,987,886		17,365,673
General and administrative		22,686,634		14,974,490
Depreciation and amortization		2,563,774		2,592,004
Total costs and expenses		43,238,294		34,932,167

Operating income (loss)		958,709		(323,141)

Gain on forgiveness of Paycheck Protection Program loan		2,000,000		3,394,500
Interest expense		(422,265)		(348,771)

Net income		2,536,444		2,722,588

Member’s equity, beginning of period		25,123,383		22,400,795
Member’s equity, end of period	$	27,659,827	$	25,123,383

See notes to consolidated financial statements.

Table of Contents

SALAMANDER INNISBROOK, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2022 and 2021


	2022		2021

Cash flows from operating activities:
Net income	$	2,536,444	$	2,722,588
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debts		7,900		28,810
Gain on forgiveness of Paycheck Protection Program Loans		(2,000,000)		(3,394,500)
Depreciation and amortization		2,563,774		2,592,004
Amortization of deferred financing costs		18,172		69,074
Amortization of lease right-of-use assets		374,330		357,992
Changes in operating assets and liabilities:
Accounts receivable		154,346		(863,138)
Inventories and supplies		(288,875)		(23,089)
Prepaid expenses and other current assets		(275,090)		(35,209)
Accounts payable		255,387		(641,509)
Accrued liabilities and Rental Pool liability		418,539		948,518
Deferred revenues		724,350		1,127,329
Deposits and other assets		(275,498)		(181,165)
Due to/from affiliates, net		(433,166)		(1,273,092)
Operating lease liabilities		(374,330)		(357,992)
Net cash provided by operating activities		3,406,283		1,076,621

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

Cash flows from financing activities:
Repayments of note payable		(803,743)		(919,481)
Proceeds from Paycheck Protection Program Loan		—		2,000,000
Net cash (used in) provided by financing activities		(803,743)		1,080,519

Net change in cash and restricted cash		1,175,744		1,226,328

Cash and restricted cash, beginning of period		5,267,750		4,041,422
Cash and restricted cash, end of period	$	6,443,494	$	5,267,750

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

See notes to consolidated financial statements.

Table of Contents

SALAMANDER INNISBROOK, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 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 248 units or 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.

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, 2022 and 2021.


	2022		2021
Cash	$	4,402,268	$	3,226,557
Restricted cash		2,041,226		2,041,193
	$	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.

Table of Contents

If companies have not been to the Resort within the past two years, an updated credit evaluation is conducted. Terms are negotiable by group contract, but invoices are typically due 30 days from the receipt of invoice.

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 $32,581 and $31,314 as of December 31, 2022 and 2021, 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:


	2022		2021
Current portion of deferred revenues	$	4,868,235	$	4,416,271
Deferred revenues, net of current portion		1,662,541		1,390,155
	$	6,530,776	$	5,806,426

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. 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

Table of Contents

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, 2022 and 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.

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 $654,784 and $522,665 for the years ended December 31, 2022 and 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

Table of Contents

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, 2022 and 2021:


	2022		2021

Land and land improvements	$	21,846,601	$	21,468,424
Buildings		28,545,967		28,161,755
Furniture, fixtures and equipment		11,531,015		11,004,343
Construction in progress		493,129		362,388
		62,416,712		60,996,910
Less accumulated depreciation and amortization		(30,207,766)		(28,572,835)
	$	32,208,946	$	32,424,075

Depreciation 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.

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 continues on a month to month basis.

As of December 31, 2022, the remaining lease terms in years approximated 0.25 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,
2023	$	96,865
Total future minimum lease payments		96,865

Less imputed interest		(708)

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

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

5. Contingency

Table of Contents

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

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 and expires on December 31, 2023, 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 2022 and 2021, amounts available to Participants under the Agreement approximated $4,638,000 and $2,725,000, respectively, of which approximately $690,000 and $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. These 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 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, 2022 and 2021 totaled $93,767 and $76,790, respectively, and are included in the Rental Pool liability in the accompanying consolidated balance sheets. The amounts were paid in 2023 and 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 2022 and 2021 approximated $927,300 and $927,300, 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.

8. Other Related Party Transactions

We incurred management fees to Salamander Hospitality, LLC, an entity related to us by virtue of common ownership, of $1,303,073 and $1,019,921 in 2022 and 2021, respectively. These fees are included in general and administrative expenses in the accompanying consolidated 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.

Table of Contents

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

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 had a balance of $10,899,876 (before consideration of unamortized deferred financing costs) at December 31, 2021, was initially being repaid over a five-year period in monthly installments of principal plus interest based on a 15-year amortization schedule commencing on May 5, 2017, with the remaining unpaid balance due in full on April 5, 2022. On April 4, 2022, the loan maturity date was extended to July 5, 2022, and the rate of interest was modified to the adjusted term SOFR rate plus 2.30% per annum adjusted monthly.

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 (6.5% at December 31, 2022).

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 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

Table of Contents

11. Unaudited 2022 Quarterly Financial Information

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


	March 31, 2022		June 30, 2022		September 30, 2022
				(unaudited and not		(unaudited and not
Assets		(unaudited)		previously presented)		previously presented)
Current assets:
Cash	$	5,887,718	$	6,133,731	$	3,649,548
Accounts receivable, net		2,743,383		2,159,960		1,171,961
Inventories and supplies		965,641		1,029,521		1,103,556
Due from affiliates		20,645		75,090		162,213
Prepaid expenses and other current assets		1,029,271		585,804		1,285,012
Total current assets		10,646,658		9,984,106		7,372,290

Property, buildings and equipment, net		32,236,013		31,926,579		32,198,745
Operating lease right-of-use assets		379,144		287,801		191,262
Intangibles		4,330,001		4,330,001		4,330,001
Deferred contract costs, net		1,623,142		1,392,617		1,160,361
Restricted cash		2,041,226		2,041,226		2,041,226
Deposits and other assets		546,611		603,519		624,535
Total assets	$	51,802,795	$	50,565,849	$	47,918,420

Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	1,294,414	$	809,372	$	666,515
Accrued liabilities		1,588,238		1,598,437		1,727,222
Rental Pool liability		1,302,683		857,511		482,127
Current portion deferred revenues		4,442,551		3,738,782		4,091,906
Due to affiliates		723,045		462,559		334,308
Current portion - operating leases		379,144		287,801		191,262
Current portion - note payable		10,667,258		803,561		876,609
Total current liabilities		20,397,333		8,558,023		8,369,949

Deferred revenues, net of current portion		1,407,169		1,632,430		1,647,794
Note payable, net of current portion and unamortized deferred financing costs		—		9,715,742		9,437,426
Paycheck Protection Program Loan		2,000,000		—		—

Total liabilities		23,804,502		19,906,195		19,455,169

Member’s equity		27,998,293		30,659,654		28,463,251
Total liabilities and member’s equity	$	51,802,795	$	50,565,849	$	47,918,420

Table of Contents


	Three months		Three months		Six Months		Three months		Nine Months
	ended		ended		ended		ended		ended
	March 31, 2022		June 30, 2022		June 30, 2022		September 30, 2022		September 30, 2022
			(unaudited and not		(unaudited and not		(unaudited and not		(unaudited and not
	(unaudited)		previously presented)		previously presented)		previously presented)		previously presented)
Revenues:
Room revenues	$	3,459,770	$	2,179,135	$	5,638,905	$	1,211,894	$	6,850,799
Other revenues		11,418,717		9,398,486		20,817,203		5,511,695		26,328,898
Total revenues		14,878,487		11,577,621		26,456,108		6,723,589		33,179,697

Costs and expenses:
Operating costs and expenses		4,921,626		4,514,490		9,436,116		6,464,752		15,900,868
General and administrative		6,353,378		5,621,468		11,974,846		1,769,775		13,744,621
Depreciation and amortization		644,902		694,826		1,339,728		576,441		1,916,169
Total costs and expenses		11,919,906		10,830,784		22,750,690		8,810,968		31,561,658

Operating income (loss)		2,958,581		746,837		3,705,418		(2,087,379)		1,618,039

Gain on forgiveness of Paycheck Protection Program loan		—		2,000,000		2,000,000		—		2,000,000
Interest expense		(83,671)		(85,476)		(169,147)		(109,024)		(278,171)

Net income (loss)	$	2,874,910	$	2,661,361	$	5,536,271	$	(2,196,403)	$	3,339,868

12. 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 submitting the site plan application, which is expected to be approved in the coming months.

13. Subsequent Events

None.

Table of Contents

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, 2022 and 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, 2022 and 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

May 5, 2023

Table of Contents

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Emerging Growth Company