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 March 31, ~~2022~~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:

~~251~~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 ~~June~~August 8, ~~2022~~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 31, ~~2022~~2023

INDEX

Item 1. Condensed Consolidated Financial Statements of Salamander Innisbrook, LLC 4 Salamander Innisbrook, LLC 4 Condensed Consolidated Balance Sheets as of March 31, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022 4 Condensed Consolidated Statements of Operations and Changes in Member’s Equity (Unaudited) for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 5 Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 Supplemental Schedules of the Rental Pool Lease Operation 14 Balance Sheets – Distribution Fund as of March 31, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022 1513 Balance Sheets – Maintenance Escrow Fund as of March 31, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022 1614 Statements of Operations- Distribution Fund (Unaudited) for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 1715 Statements of Changes in Participants’ Fund Balances -Distribution Fund (Unaudited) for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 1816 Statements of Changes in Participants’ Fund Balances -Maintenance Escrow Fund (Unaudited) for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 1917 Notes to Financial Statements 2018 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2320 Item 3. Quantitative and Qualitative Disclosures about Market Risk 2521 Item 4. Controls and Procedures 2621 PART II — OTHER INFORMATION Item 1. Legal Proceedings 2723 Item 1A. Risk Factors 2723 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 2723 Item 3. Defaults Upon Senior Securities 2723 Item 4. Mine Safety Disclosures 2723 Item 5. Other Information 2723 Item 6. Exhibits 2723 Signatures 2824

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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 31,		December 31,
	~~2022~~2023		~~2021~~2022
Assets
Current assets:
Cash	$	5,~~887~~554,~~718~~027	$	34,~~226~~402,~~557~~268
Accounts receivable, net		23,~~743~~637,~~383~~333		1,~~884~~722,~~406~~160
Inventories and supplies		~~965~~1,~~641~~097,711		~~881~~1,~~465~~170,340
Due from affiliates		20341,~~645~~009		17234,~~853~~875
Prepaid expenses and other current assets		1946,~~029,271~~825		1,~~085~~360,~~902~~992
Total current assets		1011,~~646~~576,~~658~~905		78,~~096~~890,~~183~~635

Property, buildings and equipment, net		32,236,~~013~~477		32,~~424~~208,~~075~~946
Operating lease right-of-use assets		~~379~~859,~~144~~026		~~470~~96,~~487~~157
Intangibles		4,330,001		4,330,001
Deferred contract costs, net		1695,~~623,142~~964		1927,~~849,186~~337
Restricted cash		2,041,226		2,041,~~193~~226
Deposits and other assets		~~546~~761,~~611~~641		~~476~~751,~~265~~763
Total assets	$	5152,~~802~~501,~~795~~240	$	4849,~~687~~246,~~390~~065


Liabilities and Member’s Equity

Current liabilities:
Accounts payable	$	1,~~294~~629,~~414~~739	$	1,~~306~~561,~~082~~469
Accrued liabilities		12,~~588~~147,~~238~~489		12,~~914~~222,~~157~~130
Rental Pool liability		1,~~302~~501,~~683~~083		~~673~~783,~~366~~932
Current portion deferred revenues		4,~~442~~697,~~551~~152		4,~~416~~868,~~272~~236
Due to affiliates		~~723~~499,~~045~~047		~~511~~295,~~784~~640
Current portion - operating leases		~~379~~216,~~144~~130		~~374~~96,~~219~~157
Current portion - note payable, net of unamortized
Current portion - note payable		876,609		876,609
deferred financing costs		10,667,258		10,881,704
Total current liabilities		11,567,249		10,704,173
Total current liabilities		20,397,333		20,077,584

Deferred revenues, net of current portion		1,~~407~~463,~~169~~778		1,~~390~~662,~~155~~541
Operating leases, net of current portion		—642,896		~~96,268~~—
Paycheck Protection Program Loan		2,000,000		2,000,000
Note payable, net of current portion and unamortized deferred financing costs		8,993,542		9,219,524

Total liabilities		22,667,465		21,586,238

Total liabilities		23,804,502		23,564,007
Member’s equity		29,833,775		27,659,827

Total liabilities and member’s equity	$	52,501,240	$	49,246,065
Member’s equity		27,998,293		25,123,383
Total liabilities and member’s equity	$	51,802,795	$	48,687,390

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 31,
	~~2022~~2023		~~2021~~2022
Revenues:
Room revenues	$	3,~~459~~922,~~770~~796	$	13,~~853~~459,~~088~~770
Other revenues		1112,~~418~~829,~~717~~083		711,~~444~~418,~~815~~717
Total revenues		1416,~~878~~751,~~487~~879		914,~~297~~878,~~903~~487

Costs and expenses:
Operating costs and expenses		46,~~921~~290,~~626~~946		4,~~016~~921,~~136~~626
General and administrative		67,~~353~~414,~~378~~536		36,~~602~~353,~~672~~378
Depreciation and amortization expense		644,902		658,582
Depreciation and amortization		647,682		644,902
Total costs and expenses		1114,~~919~~353,~~906~~164		811,~~277~~919,~~390~~906

Operating income		2,~~958~~398,~~581~~715		12,~~020~~958,~~513~~581

Interest expense		(83224,~~671~~767)		(9083,~~095~~671)

Net income		2,~~874~~173,~~910~~948		~~930~~2,~~418~~874,910

Member’s equity, beginning of period		2527,~~123~~659,~~383~~827		2225,~~400~~123,~~795~~383
Member’s equity, end of period	$	2729,~~998~~833,~~293~~775	$	2327,~~331~~998,~~213~~293

See notes to condensed consolidated financial statements.

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SALAMANDER INNISBROOK, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended March 31,
	~~2022~~2023		~~2021~~2022
Cash flows from operating activities:
Net income	$	2,~~874~~173,~~910~~948	$	~~930~~2,~~418~~874,910
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debts		37,~~400~~900		73,~~210~~400
Depreciation and amortization		~~644~~647,~~902~~682		~~658~~644,~~582~~902
Amortization of deferred financing costs		~~17,268~~941		1617,~~817~~268
Amortization of lease right-of-use assets		9155,~~343~~809		8891,~~053~~343
Changes in operating assets and liabilities:
Accounts receivable		(~~862~~1,~~377~~923,073)		(~~491~~862,~~164~~377)
Inventories and supplies		~~(84~~72,~~176)~~629		(384,~~599~~176)
Prepaid expenses and other current assets		56414,~~631~~167		~~128~~56,~~275~~631
Accounts payable		~~(11~~68,~~668)~~270		(~~725~~11,~~305~~668)
Accrued liabilities and Rental Pool liability		~~303~~642,~~398~~510		1303,~~243,334~~398
Deferred revenues		43(369,~~293~~848)		~~(123~~43,~~052)~~293
Deposits and other assets		(709,~~346~~878)		(170,~~107~~346)
Due to/from affiliates, net		~~208~~97,~~469~~273		~~(63~~208,~~195)~~469
Operating lease liabilities		(9155,~~343~~809)		(8891,~~053~~343)
Net cash provided by operating activities		31,~~123~~822,~~704~~521		13,~~577~~123,~~214~~704

Cash flows from investing activities:
Cash paid for deferred contract costs		—		(4,689)
Purchases of property and equipment		(443,839)		(226,107)
Net cash used in investing activities		(443,839)		(230,796)

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

Cash flows from investing activities:
Net change in cash and restricted cash		1,151,759		2,661,194
Cash paid for deferred contract costs		(4,689)		(113,257)

Purchases of property and equipment		(226,107)		(168,228)
Cash and restricted cash, beginning of period		6,443,494		5,267,750
Net cash used in investing activities		(230,796)		(281,485)
Cash and restricted cash, end of period	$	7,595,253	$	7,928,944

Cash flows from financing activities:
Supplemental disclosure of cash flow information:
Repayments of note payable		(231,714)		(228,286)
Cash paid for interest	$	160,020	$	82,768
Net cash used in financing activities		(231,714)		(228,286)

Net change in cash and restricted cash		2,661,194		1,067,443
Non-cash investing and financing activities:

Right-of-use assets obtained in exchange for new operating lease liability	$	914,835	$	—
Cash and restricted cash, beginning of period		5,267,750		4,041,422
Operating lease termination and offset of Right-of-use asset and lease liability	$	96,157	$	—
Cash and restricted cash, end of period	$	7,928,944	$	5,108,865

Supplemental disclosure of cash flow information:
Cash paid for interest	$	82,768	$	19,659

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 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 ~~251~~247 units or ~~297~~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.

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.

Restricted Cash - Restricted cash consists primarily of funds held in a reserve account as required under a note payable agreement executed March 28, 2017 with Truist Bank (formerly known as Branch Banking and Trust Company (“BB&T”)) (Note 10).

The following tables provide additional detail, by consolidated financial statement line item, of the composition of cash and restricted cash in the accompanying statements of cash flows for the quarters ended March 31, 2022 and 2021:


	2022		2021
Cash	$	5,887,718	$	3,066,785
Restricted cash		2,041,226		2,042,079
	$	7,928,944	$	5,108,864

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

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

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).

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~~Accounts~~2. ~~receivable represent amounts due from our memberships~~Property, ~~resort~~Buildings ~~guests~~ and companies or individuals that held conferences or group stays at the Resort, net of the allowance for doubtful accounts. We perform periodic credit evaluations of our customers and members and generally do not require collateral because we believe we have procedures in place to minimize the possibility of significant losses occurring. Companies with a recent prior direct billing positive history with the Resort are granted credit for billing. If companies have not been to the Resort within the past two years, an updated credit evaluation is conducted. Terms are negotiable by group contract, but invoices are typically due 30 days from the receipt of invoice.Equipment

WeProperty, ~~review~~buildings, ~~accounts~~and ~~receivable~~equipment ~~monthly~~consist ~~to determine if any receivables are uncollectible. Any receivable considered to be doubtful~~ of ~~collection is included in~~ the ~~allowance~~following ~~for doubtful accounts. The balances in the allowance for doubtful accounts were $34,714 and $39,972~~ as of March 31, ~~2022~~2023 and December 31, ~~2021, respectively. After all attempts to collect the receivable have failed, the receivable is written off against the allowance.~~ 2022:

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:


	March 31, 2023		December 31, 2022
	2022		2021
Land and land improvements	$	21,846,601	$	21,846,601
Current portion of deferred revenues	$	4,442,550	$	4,416,271
Buildings		28,545,967		28,545,967
Deferred revenues, net of current portion		1,407,169		1,390,155
Furniture, fixtures and equipment		11,532,233		11,531,015
	$	5,849,719	$	5,806,426
Construction in progress		935,976		493,129
		62,860,777		62,416,712
Less accumulated depreciation and amortization		(30,624,300)		(30,207,766)
	$	32,236,477	$	32,208,946

~~Practical~~Depreciation ~~Expedients~~expense ~~and~~was ~~Exemption~~$416,533 ~~- 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~~$414,169 wefor ~~elected~~the toquarters ~~treat~~ended ~~similar~~March ~~contracts (primarily initiation fee contracts) as part of a portfolio of contracts~~31, ~~primarily~~2023 ~~initiation fee contracts. The contracts have the same provisions~~ and we2022, ~~believe our revenues would not be materially different if we had chosen to treat each contract separately~~respectively.

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 and that no significant loss will result from the resolution of the litigation discussed in Note 5. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the periods they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

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

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

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

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

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

Liquidity – Our consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We suffered a significant net loss in 2020 primarily as a result of the COVID- 19 pandemic which forced us to temporarily close the Resort in 2020 and resulted in numerous cancellations. While this pandemic remains a rapidly evolving situation, our results of operations and financial position

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have improved considerably in the first quarter of 2022 and throughout 2021 as various restrictions resulting from the pandemic have been relaxed, and we are hopeful that such trend will continue throughout the remainder of 2022 and beyond. However, the extent of the impact of COVID‐19 on our business and financial results will depend on future developments, including the duration and spread of the outbreak within the markets in which we operate, government actions and programs, and the related impact on consumer confidence and spending, all of which are highly uncertain.

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

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

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

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


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

~~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~~3. 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 during the quarters ended March 31, 2022 and 2021.Leases

~~Intangibles~~Operating - Our indefinite life intangibles consist of our trade name valued at $2,300,000 and a water contract valued at $2,030,001, respectively. 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. There were no impairment losses during the quarters ended March 31, 2022 and 2021.Leases

~~Deferred~~On ~~Financing~~December ~~Costs~~20, –2018, ~~Deferred~~we ~~financing~~entered ~~costs,~~into ~~which~~a ~~arose~~master ~~from~~lease ~~costs~~agreement ~~incurred~~with toDLL ~~originate~~Finance, ~~the~~LLC ~~financing~~under ~~discussed~~which atwe ~~Note~~had ~~10,~~three ~~are~~leases ~~being~~of ~~amortized~~golf tocarts ~~interest~~and ~~expense~~utility ~~over~~vehicles. ~~the~~Total ~~term~~monthly ofpayments under the ~~related~~leases ~~indebtedness. The~~of ~~unamortized~~$32,300 ~~portions~~commenced ofin ~~these~~April ~~costs~~2019, ~~are~~and ~~reflected~~continued asthrough ~~reductions~~March of31, ~~such debt~~2023.

~~Deferred~~On ~~contract~~November ~~costs~~8, ~~net – Deferred contract costs~~2022, ~~which~~we ~~arose~~entered ~~from~~into ~~the~~another ~~costs~~lease ofagreement ~~obtaining~~with ~~long~~DLL ~~term~~Finance, ~~commitments~~LLC, onfor ~~rental~~golf ~~pool~~carts. ~~agreements~~Total ~~that~~monthly wepayments ~~would~~under ~~not have incurred if~~ the ~~pool~~lease ~~participants~~of ~~did~~$20,654 ~~not~~commenced ~~commit~~in toJanuary ~~five-year contracts~~2023, ~~are~~and ~~being~~continues ~~amortized~~for ~~over~~a ~~the~~period ~~contract~~of ~~lives~~48 ~~using the straight-line method~~months.

~~Advertising~~As -of ~~Advertising~~March ~~costs~~31, ~~which~~2023, ~~are~~the ~~expensed~~remaining aslease ~~incurred,~~terms ~~were~~in ~~$151,884~~years approximated four years and ~~$140,156~~the ~~for~~discount rate was 4.17%. Operating lease liabilities are recorded based on the ~~quarters~~present ~~ended~~value ~~March~~of ~~31,~~the ~~2022~~future ~~and~~lease ~~2021,~~payments ~~respectively~~over the lease terms.

9Future minimum lease payments under operating leases for the remaining nine 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.

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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. See Note 4 ~~for additional information~~. Contingency

~~Income~~At ~~Taxes~~December ~~With~~31 ~~the~~2021, ~~exception~~we were involved in certain litigation arising from a full-service construction contract we previously entered (as agent for and on behalf of anthe ~~entity~~Rental ~~owned~~Pool byparticipants) ~~Salamander~~with ~~Innisbrook~~AMH ~~Securities~~Construction, ~~LLC~~Inc. (“AMH”) in the amount of $3,420,670. The litigation arose from our decision to terminate the contract with AMH for ~~which~~breach ~~income~~of ~~taxes~~contract, ~~have~~including ~~been~~AMH’s ~~minimal~~failure to complete the ~~Company~~renovation work in accordance with the contract schedule. On April 18, ~~and~~2019, ~~its~~we ~~subsidiaries~~served ~~are~~a ~~single-member~~demand ~~limited~~letter ~~liability~~to ~~companies~~AMH asserting damages of $4,423,070 for the additional costs incurred by the Participating Owners and ~~therefore~~return of deposits made for work that was not performed. On July 13, no2022, ~~provision~~we orand ~~liability~~AMH ~~for~~entered ~~federal~~into ora ~~state~~settlement ~~income~~agreement ~~taxes~~with ~~has~~certain ~~been~~amounts to be paid over a two-year period, and included a signed a confessed judgment in the ~~accompanying~~amount ~~consolidated~~of ~~financial~~$4,012,154. ~~statements~~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. ~~The~~ ~~results~~We received total payments of ~~our~~approximately ~~consolidated~~$165,000 ~~operations~~prior ~~are~~to ~~included~~such inbankruptcy ~~the~~filing. ~~income~~We ~~tax~~are ~~return~~working ofwith our ~~member.~~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 $100,900 and $62,500 for the quarters ended March 31, 2023 and 2022, respectively.

36. ~~Property,~~Rental ~~Buildings~~Pool ~~and Equipment~~Operations

~~Property~~In December 2013, ~~buildings~~we entered a Master Lease Agreement (“Agreement”) with the Rental Pool’s Lessors Advisory Committee (“LAC”). The Agreement commenced on January 1, ~~and~~2014 ~~equipment~~for ~~consist~~a period of ten years, replacing all lease agreements previously in existence. Under the ~~following~~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 31, ~~2022~~2023 and December 31, ~~2021:~~2022, amounts available to Participants under the Agreement approximated $1,389,200 and $690,000. The March 31, 2023 balance, along with the incentive discussed in the following paragraph is reflected as a Rental Pool liability in our March 31, 2023 consolidated balance sheet. The liabilities 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 March 31, 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 31, 2023 and 2022 approximated $236,100 and $230,700, respectively, and are included in depreciation and amortization expense.

The remaining balance of these costs as of March 31, 2023 was $695,964 and are expected to be fully amortized by December 31, 2023.


	March 31, 2022		December 31, 2021
Land and land improvements	$	21,468,424	$	21,468,424
Buildings		28,161,755		28,161,755
Furniture, fixtures and equipment		10,995,538		11,004,343
Construction in progress		588,495		362,388
		61,214,212		60,996,910
Less accumulated depreciation and amortization		(28,978,199)		(28,572,835)
	$	32,236,013	$	32,424,075

~~Depreciation and amortization expense was $414,169 and $479,596 for the quarters ended March 31, 2022 and 2021, respectively.~~9

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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 $498,851 and $437,956 during the quarters ended March 31, 2023 and 2022, respectively. These fees are included in general and administrative expenses in the accompanying consolidated statements of operations.

At March 31, 2023 and December 31, 2022, we owed our affiliates approximately $499,000 and $295,600, respectively, and had receivables from our affiliates of approximately $341,000 and $234,900, 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 $43,000 and $39,000 during the respective quarters ended March 31, 2023 and 2022, 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

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 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 (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 31, 2023:


Year ending December 31,
2023 (Remaining 9 months)	$	657,456
2024		876,609
2025		876,609
2026		876,609
2027		876,609
2028-2034		5,771,008
		9,934,900
Less unamortized deferred financing costs		(64,749)
	$	9,870,151

4. Leases

Operating Leases

On December 20, 2018, we entered into a master lease agreement with DLL Finance, LCC for under which we have three leases of golf carts and utility vehicles. Total monthly payments under the leases of $32,300 commenced in April 2019, and continue for a period of 48 months.

As of March 31, 2022, the remaining lease terms in years approximated one year 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 remaining nine months ended December 31, 2022 and the year ended December 31, 2023 are as follows:


Years Ending December 31,
2022 (Remaining 9 months)	$	290,594
2023		96,865
Total future minimum lease payments		387,459

Less imputed interest		(8,315)

Total present value of future minimum lease payments	$	379,144

Operating lease expense approximated $96,750 for each of the quarters ended March 31, 2022 and 2021, respectively.

5. Contingency

We are currently involved in certain litigation arising from an Agri-credit construction contract we entered (as agent for and on behalf of the Rental Pool participants) with AMH Construction, Inc. (“AMH”) in the amount of $3,420,670. The renovation was performed as a “Turn-Key” project with each Participating Owner paying their respective share of the total costs. We, and the Lessors' Advisory

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~~Committee of the Rental Pool (“LAC”), jointly supervised the renovation~~9. OnLand ~~January~~Development 23, 2019, we terminated the contract with AMH for breach of contract, including AMH's failure to complete the renovation work in accordance with the contract schedule. On April 18, 2019, we served a demand letter to AMH asserting damages of $4,423,070 for the additional costs incurred by the Participating Owners and ~~return~~Sale of deposits made for work that was not performed. On August 30, 2019, we filed a lawsuit in Pinellas County, Florida against AMH seeking damages for breach of contract in the amount of $4,423,070 plus attorney fees and other costs of approximately $364,400 in 2019. On October 31, 2019, AMH filed a response to our suit including a counterclaim in the amount of $890,751. AMH alleges in its counterclaim that it was not compensated for work performed. In March 2020, Pinellas County suspended all hearings until further notice due to the COVID-19 pandemic. Depositions were conducted and the case was mediated on May 19, 2022. Subsequently, a settlement offer was accepted. Currently, we are working to agree upon and execute a confidential settlement agreement.Contract

6On April 13, 2021, we entered into an Agreement for the Sale and Purchase of Real Property with Toll Brothers, Inc. ~~Retirement~~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 beginning of July. Subsequent to the approval, a two week permitting process will be underway. We plan to close with Toll Brothers, Inc. by the end of August 2023.

~~We sponsor a defined contribution retirement plan, which provides retirement benefits for all eligible employees~~10. ~~Employees~~ ~~must~~Other ~~fulfill~~Subsequent 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 $62,500 and $50,500 for the quarters ended March 31, 2022 and 2021, respectively.Events

None.

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 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 31, 2022 and 2021, amounts available to Participants under the Agreement approximated $1,594,500 and $1,279,200. The March 31, 2022 balance, along with the incentive discussed in the following paragraph is reflected as a Rental Pool liability in our March 31, 2022 consolidated balance sheet. The liabilities were paid in 2022 and 2021, respectively.

On August 20, 2018, the Second Addendum to the Master Lease Agreement became effective. The addendum defined the Turn-Key renovation, the customization of certain units that did not require a full renovation, and provided for an incentive payment plan (“Incentive”) to be paid 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 31, 2022 and 2021 totaled $95,501 and $78,784, respectively. The amounts were paid in 2022 and 2021, 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 31, 2022 and 2021 approximated $230,700 and $231,900, respectively, and are included in depreciation and amortization expense.

Below is a table outlining future amortization of deferred contract costs for the nine months ended December 31, 2022 and the year ending December 31, 2023.


2022 (Remaining nine months)	$	698,549
2023		924,593
Total deferred construction costs	$	1,623,142

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8. Other Related Party Transactions

We incurred management fees to Salamander Hospitality, LLC, an entity related to us by virtue of common ownership, of $437,956 and $275,798 during the quarters ended March 31, 2022 and 2021, respectively. These fees are included in general and administrative expenses in the accompanying consolidated statements of operations.

At March 31, 2022 and December 31, 2021, we owed our affiliates approximately $702,000 and $494,000, respectively. The differences between these amounts and the balances of the due to affiliates in our consolidated balance sheets arise from various affiliate receivables; none of which are significant. The affiliate receivables and payables are unsecured, non-interest bearing and are due on demand.

Pursuant to terms of the Agreement, the Innisbrook Rental Pool Lease Operation reimbursed us approximately $39,000 and $32,000 during the respective quarters ended March 31, 2022 and 2021, 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, 2022 and December 31, 2021, we were owed $71,400 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 Loan

In June 2021, we received a loan of $2,000,000 under the Paycheck Protection Program (“PPP”) as part of the Coronavirus Aid, Relief and Economic Security Act which is administered by the U.S. Small Business Association (“SBA”). The PPP loan has an interest rate of 1% and a term of 5 years. The PPP loan and related accrued interest, are eligible to be forgiven by the SBA assuming the proceeds are used for eligible costs (i.e. payroll, rent, utilities, and other allowable expenses). In 2021, we used the full amount received from the PPP loan for eligible expenses and have applied for forgiveness of such debt by the SBA in 2022.

10. Note Payable

On March 28, 2017, we obtained a loan in the amount of fifteen million dollars ($15,000,000) from Truist Bank (formerly known as Branch Banking and Trust Company (“BB&T”)). The loan, which has a balance of $10,899,876 (before consideration of unamortized deferred financing costs) at March 31, 2022, is being repaid over a five-year period in monthly installments of principal plus interest based on a 15-year amortization schedule commencing on May 5, 2017, with the remaining unpaid balance initially due in full on April 5, 2022. Through April 4, 2022, interest on this loan was being charged at the One Month LIBOR Rate plus 2.25% per annum adjusted monthly on the first day of each LIBOR interest period (2.4% as of March 31, 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. 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 are currently in negotiations with the lender to refinance the loan and anticipate being able to consummate a long-term refinancing.

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 Bros., Inc. for the sale and residential development of approximately 53 acres of land along the northern boundary of the property. The sale is contingent upon approval of a land use plan amendment and an amendment to the RPD master plan for Innisbrook from Pinellas County and other governmental agencies. 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 May 26, 2022, the Agreement for

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the Sale and Purchase of Real Property with Toll Brothers, Inc was amended to modify the Inspection Period to expire on June 15, 2022.

13. 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 31,		December 31,
	~~2022~~2023		~~2021~~2022
ASSETS

RECEIVABLE FROM SALAMANDER INNISBROOK, LLC FOR DISTRIBUTION	$	1,~~347~~499,~~817~~517	$	~~673~~783,~~222~~918
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND		81,447		878
	$	1,~~347~~500,~~825~~964	$	~~673~~783,~~230~~996
LIABILITIES AND PARTICIPANTS’ FUND BALANCES

LIABILITIES AND PARTICIPANTS’ FUND BALANCES
DUE TO PARTICIPANTS FOR DISTRIBUTION	$	1,500,964	$	783,996
	$	1,500,964	$	783,996
DUE TO PARTICIPANTS FOR DISTRIBUTION	$	1,347,825	$	673,230
	$	1,347,825	$	673,230

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS - MAINTENANCE ESCROW FUND

(Unaudited)


	March 31,		December 31,
	~~2022~~2023		~~2021~~2022
ASSETS

CASH	$	496,346	$	471,375
CASH	$	246,797	$	290,511
	$	496,346	$	471,375
	$	246,797	$	290,511

LIABILITIES AND PARTICIPANTS’ FUND BALANCES

ACCOUNTS PAYABLE	$	2322,~~746~~252	$	2647,~~730~~163
TOTAL LIABILITIES		2322,~~746~~252		2647,~~730~~163

CARPET CARE RESERVE		2122,~~005~~054		1822,~~644~~055
PARTICIPANTS’ FUND BALANCES		~~202~~452,~~046~~040		~~245~~402,~~137~~157
	$	~~246~~496,~~797~~346	$	~~290~~471,~~511~~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 31,
	~~2022~~2023		~~2021~~2022
GROSS REVENUES	$	3,~~404~~808,~~134~~269	$	13,~~840~~404,~~091~~134

DEDUCTIONS:
Agents’ commissions		87100,~~577~~386		7487,~~608~~577
Credit card fees		9097,~~564~~527		5190,~~887~~564
Audit fees		2237,500		22,~~734~~500
Linen replacements		3056,~~584~~480		3230,~~022~~584
Rental pool complimentary fees		34,~~944~~460		3,~~381~~944
		~~235~~296,~~169~~353		~~184~~235,~~632~~169

ADJUSTED GROSS REVENUES		3,~~168~~511,~~965~~916		13,~~655~~168,~~459~~965

AMOUNT RETAINED BY LESSEE		(12,~~901~~107,~~379~~150)		(~~993~~1,~~275~~901,379)

GROSS INCOME DISTRIBUTION		1,~~267~~404,~~586~~766		~~662~~1,~~184~~267,586

ADJUSTMENTS TO GROSS INCOME DISTRIBUTION:
General pooled expense		~~(464)~~—		(~~545~~464)
Miscellaneous pool adjustments		(~~653~~118)		—(653)
Occupancy fees		(~~238~~268,~~073~~643)		(~~176~~238,~~444~~073)
Office Supplies		—		(252)
Advisory Committee expenses		(25,876)		(24,652)
Advisory Committee expenses		(24,652)		(21,398)


NET INCOME DISTRIBUTION		1,110,129		1,003,744
NET INCOME DISTRIBUTION		1,003,744		463,545


ADJUSTMENTS TO NET INCOME DISTRIBUTION:
Occupancy fees		~~238~~268,~~073~~643		~~176~~238,~~444~~073
Hospitality suite fees		21,~~074~~868		—2,074
Associate room fees		4,430		3,945
Corporate Comp		3,860		—
Incentives		95,501		78,784
Associate room fees		3,085		4,430
Incentives		111,932		95,501

AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS	$	1,~~343~~499,~~822~~517	$	~~722~~1,~~718~~343,822

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 31,
	~~2022~~2023		~~2021~~2022
BALANCE, beginning of period	$	—	$	—

ADDITIONS:
Amounts available for distribution		1,~~343~~499,~~822~~517		~~722~~1,~~718~~343,822
Interest received or receivable from Maintenance Escrow Fund		81,447		8
REDUCTIONS:
Amounts accrued or paid to participants		(1,~~343~~500,~~830~~964)		(~~722~~1,~~726~~343,830)
BALANCE, end of period	$	—	$	—

See notes to financial statements.

1816

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INNISBROOK RENTAL POOL LEASE OPERATION

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

(Unaudited)


	Three months ended March 31,
	~~2022~~2023		~~2021~~2022
BALANCE, beginning of period	$	~~245~~402,~~137~~157	$	~~280~~245,~~233~~137

ADDITIONS:
Charges to participants to establish or restore escrow balances		30144,~~406~~946		4130,~~369~~406
Member accounts & miscellaneous		60137		—60
REDUCTIONS:
Carpet Carpet Care Reserve		3,743		(602)
Carpet Care Reserve		(3,810)		3,743
Maintenance charges		(6987,~~394~~229)		(4469,~~004~~394)
Member accounts & miscellaneous		—		(327)
Change in Carpet Care Reserve		—		488
Change in Carpet Care Reserve		488		—
Refunds to participants as prescribed by the master lease agreements		(4,161)		(8,394)
Refunds to participants as prescribed by the master lease agreements		(8,394)		(5,337)
BALANCE, end of period	$	452,040	$	202,046
BALANCE, end of period	$	202,046	$	271,332

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 ~~Agreement,~~terms ~~the~~of ~~Resort pays~~ the ~~Participant~~Agreement, aeach ~~quarterly~~owner ~~distribution~~may ~~equal~~elect to ~~40%~~participate ofin the ~~Adjusted~~Rental ~~Gross~~Pool ~~Revenues~~for on the ~~first~~following ~~$10~~year ~~million,~~by ~~45%~~signing ~~between $10 million~~ and ~~$11~~executing ~~million,~~an ~~and~~Annual ~~50%~~Lease ~~above~~Agreement ~~$11~~(the ~~million~~“ALA”). ~~Adjusted~~ ~~Gross~~As ~~Revenues~~of ~~are~~March ~~defined~~31, as2023 ~~Gross~~and ~~Revenues~~December ~~less agent’s commissions~~31, ~~audit fees~~2022, ~~occupancy~~amounts ~~fees~~available orto ~~when~~Participants under the ~~unit is used for Rental Pool Comps or as a model~~Agreement, ~~linen replacements~~ and ~~credit~~the ~~card~~incentives ~~fees.~~discussed ~~Each~~in ~~participant~~the ~~receives~~next ~~a fixed occupancy fee~~paragraph, ~~based~~approximated ~~upon apartment size~~$1,501,000 ~~for each day the unit is occupied. After allocation of occupancy fees~~ and ~~the payment of general Rental Pool expenses~~$783,900, ~~the~~respectively. ~~balance~~The isbalances ~~allocated proportionally to the Participants~~owed, ~~based~~along onwith the ~~Participation~~incentives ~~Factor~~discussed ~~as defined~~ in the ~~Agreement. Additionally~~following paragraph, ~~occupancy~~were ~~fees are~~ paid by the ~~Resort~~Company toin ~~Participants~~2023 asand ~~rental~~2022, ~~fees for complimentary rooms unrelated to the Rental Pool operations~~respectively. ~~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~~On ~~the~~August ~~terms~~20, of2018, the ~~Agreement,~~Second ~~each~~Addendum ~~owner~~to ~~may~~the ~~elect~~Master toLease ~~participate~~Agreement inbecame ~~the~~effective. ~~Rental~~The ~~Pool~~addendum ~~for~~defined the ~~following~~Turn-Key ~~year~~renovation, bythe ~~signing~~Customization ~~and~~of ~~executing~~certain anunits ~~Annual~~that ~~Lease~~did ~~Agreement~~not ~~(the~~require ~~“ALA”). As~~a offull ~~March~~renovation ~~31, 2022~~ and ~~2021,~~provided ~~amounts~~for ~~available~~an Incentive to ~~Participants~~be ~~under~~paid by the ~~Agreement,~~Company ~~and~~to the ~~incentives~~participants. ~~discussed~~The inIncentive ~~the~~provides ~~next~~for ~~paragraph~~a quarterly payment to each participant, ~~approximated~~beginning $on January 1,~~689,000~~ 2019 and ~~$1,358,000~~ending ~~respectively. The~~on ~~balances~~December ~~owed~~31, ~~along~~2023, ~~with~~so long as the ~~incentives~~unit ~~discussed~~continues to participate in the ~~following~~Rental ~~paragraph,~~Pool. ~~were~~Incentive ~~paid~~payments bydue ~~the~~as ~~Company~~of inMarch 31, 2023 and December 31, 2022 totaled $111,932 and ~~2021~~$93,769, respectively.

On August 20, 2018, the Second Addendum to the Master Lease Agreement became effective. The addendum defined the Turn-Key renovation, the Customization of certain units that did not require a full renovation, and provided for an Incentive to be paid by the Company to the participants. The Incentive provides for a quarterly payment to each participant, beginning on January 1, 2019 and ending on December 31, 2023, so long as the unit continues to participate in the Rental Pool. Incentive payments due as of March 31, 2022 and 2021 totaled $95,501 and $78,784, 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 $4,000 ~~and $1,000~~ for the quarters ended March 31, ~~2022~~2023 and ~~2021, respectively~~2022.

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 Rental Pool paid the Company approximately $43,000 and $39,000 during the quarters ended March 31, 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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2. Summary of Significant Accounting Policies

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

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

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

Accounts Receivable - Receivables are presented net of any allowances for uncollectible amounts, however no such allowances were deemed necessary as of March 31, 2022 and December 31, 2021.

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

Income Taxes - No federal or state taxes have been reflected in the accompanying financial statements as the tax effect of fund activities accrue to the Participants. The Innisbrook Rental Pool Trust files an annual tax return, which remains subject to examination by taxing authorities for years on or after 2016.

NOTE 3 - OTHER RELATED PARTY TRANSACTIONS

Pursuant to the terms of the Master Lease Agreement, the Rental Pool paid the Company approximately $39,000 and $32,000 during the quarters ended March 31, 2022 and 2021, 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

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.

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.

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 quarter ending March 31, 2022 and the year ending December 31, 2021, 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 March 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

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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


	Three months ended March 31,
	~~2022~~2023		%		~~2021~~2022		%		Inc/(dec)		% Chg
Resort revenues:
Room revenues	$	3,922,796	23.4	%	$	3,459,770	23.3	%	$	463,026	13.4	%
Other revenues		12,829,083	76.6	%		11,418,717	76.7	%		1,410,366	12.4	%
Total revenues		16,751,879	100.0	%		14,878,487	100.0	%		1,873,392	12.6	%

Resort revenues:
Costs and expenses:
Room revenues	$	3,459,770	23.3	%	$	1,853,088	19.9	%	$	1,606,682	86.7	%
Operating costs and expenses		6,290,946	37.6	%		4,921,626	33.1	%		1,369,320	27.8	%
Other revenues		11,418,717	76.7	%		7,444,815	80.1	%		3,973,902	53.4	%
General and administrative		7,414,536	44.3	%		6,353,378	42.7	%		1,061,158	16.7	%
Total revenues		14,878,487	100.0	%		9,297,903	100.0	%		5,580,584	60.0	%
Depreciation and amortization		647,682	3.9	%		644,902	4.3	%		2,780	0.4	%
Total costs and expenses		14,353,164	85.7	%		11,919,906	80.1	%		2,433,258	20.4	%
Operating income (loss)		2,398,715	14.3	%		2,958,581	19.9	%		(559,866)	-18.9	%

Costs and expenses:
Interest expense		(224,767)	-1.5	%		(83,671)	-0.6	%		(141,096)	168.6	%
Operating costs and expenses		4,921,626	33.1	%		4,016,136	43.2	%		905,490	22.5	%
Net income	$	2,173,948	13.0	%	$	2,874,910	19.3	%	$	(700,962)	-24.4	%
General and administrative		6,353,378	42.7	%		3,602,672	38.7	%		2,750,706	76.4	%
Depreciation and amortization		644,902	4.3	%		658,582	7.1	%		(13,680)	-2.1	%
Total costs and expenses		11,919,906	80.1	%		8,277,390	89.0	%		3,642,516	44.0	%
Operating income		2,958,581	19.9	%		1,020,513	11.0	%		1,938,068	189.9	%
Interest expense		(83,671)	-0.6	%		(90,095)	-1.0	%		6,424	-7.1	%
Net income	$	2,874,910	19.3	%	$	930,418	10.0	%	$	1,944,492	209.0	%

Overall resort revenues increased by $51,~~580~~873,~~584~~392 or 6012.6% during the quarter ended March 31, ~~2022~~2023 compared with the quarter ended March 31, ~~2021~~2022. The increase in revenues was primarily driven by the Valspar Tournament, ~~which~~as ~~was played during~~ the ~~first~~prior ~~quarter~~year intournament ~~2022~~was ~~versus~~held ~~the second quarter~~ in ~~2021~~April 2022. In addition, activity at the Resort increased due to certain restrictions imposed by the COVID 19 pandemic being relaxed. Total costs and expenses increased year-over-year by $32,~~642~~433,~~516~~258 or 4420% 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 $31,~~124~~823,000 and $13,~~577~~124,000 induring the ~~first~~quarters ~~quarter~~ended ofMarch ~~2022 compared to the first quarter of 2021~~31, an2023 ~~improvement~~and ~~of approximately $1~~2022,~~547,000. The~~ ~~change resulted primarily because we generated income after non-cash items of approximately $3~~respectively,~~631,000~~ ina ~~2022~~decrease ~~compared to $1,701,000 in 2021; an improvement~~ of approximately $1,~~930~~301,000. The ~~difference~~decrease ~~between~~resulted ~~this~~substantially ~~amount~~from ~~and~~ the $1,547,000 was a result of timing of cash receipts and disbursements for other operating assets. The improvement was a result of increased activity at the Resort due to certain COVID 19 restrictions being relaxed, and because the Valspar Tournament was held in the first quarter of 2022 contrasted to it being held in the second quarter of 2021. following:

We● ~~used~~A ~~cash of approximately $231,000 and $281,000 for investing activities in the first quarter of 2022 and 2021, respectively. The~~ decline ~~of approximately $50,000 resulted because the 2022 decline~~ in ~~payments~~net ~~for~~income ~~deferred contract costs~~ of approximately $~~161~~770,000 (most of the costs in securing five year contracts from Rental Pool participants were incurred prior to December 31, 2021) were partially offset by increased equipment purchases of approximately $111,000 in 2022.

We● ~~used~~An ~~cash~~increase ~~for~~in ~~financing~~account ~~activities~~receivables of approximately $~~232~~1,~~000 and $228~~060,000 ~~in the first quarter of 2022 and the first quarter of 2021, respectively~~. ~~The funds were used to pay monthly principal payments under our note payable with Truist Bank.~~

24We 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.

~~Table~~We used cash for financing activities of ~~Contents~~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.

Despite the improvement in our operating results, the COVID‐19 pandemic remains a rapidly evolving situation. The extent of the impact of COVID‐19 on our business and financial results will depend on future developments, including the duration and spread of the outbreak within the market in which we operate, government actions and programs, and the related impact on consumer confidence and spending, all of which are highly uncertain.

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

We are obligated under a note payable that requires a balloon payment of approximately $10,746,000 in July 2022. We are currently in negotiations with the lender to refinance the indebtedness and anticipate being able to consummate a long-term refinancing. In the absence of same we will rely on the member’s support to satisfy the obligation.

Environmental Matters

None.

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Off Balance Sheet Arrangements

We do not have any unconsolidated subsidiaries.

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

Contractual Commitments

The following is a summary of our contractual obligations as of March 31, ~~2022~~2023:


			Remaining ~~Nine~~9 ~~Months~~months		Years Ending December 31,
Contractual Obligations	Total		~~2022~~2023		~~2023~~2024		2025		2026		2027		2028 - 2034
Operating lease obligation (1)	$	~~379~~859,~~144~~026	$	~~282~~161,~~987~~252	$	96222,~~157~~982	$	232,457	$	242,335	$	—	$	—
Interest payments on outstanding lease obligation (3)		8,315		7,607		708
Interest payments on outstanding lease obligation (2)		70,382		24,630		24,860		15,385		5,507		—		—

Total	$	~~387~~929,~~459~~408	$	~~290~~185,~~594~~882	$	96247,~~865~~842	$	247,842	$	247,842	$	—	$	—

Long term debt obligation (1)	$	109,~~666~~934,~~034~~900	$	657,456	$	876,609	$	876,609	$	876,609	$	876,609	$	5,771,007
Paycheck Protection Program Loan (2)		2,000,000
Interest payments on outstanding debt obligation (2)		2,662,822		340,694		417,350		375,071		333,965		292,859		902,883
Interest payments on outstanding debt obligation (3)		88,216


Total	$	12,597,722	$	998,150	$	1,293,959	$	1,251,680	$	1,210,574	$	1,169,468	$	6,673,890
Total	$	12,754,250

(1)	Amounts include principal payments only

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

(3) Projected interest payments are based on the outstanding principal amounts and interest rates at March 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 31, ~~2022~~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.

25We 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 31, 2023, the note payable consisted of the following:

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	Principal as of		Interest Rate as of			Principal as of		Interest Rate as of
Mortgage Loan	March 31, 2023		March 31, 2023			December 31, 2022		December 31, 2022		Maturity Date
Truist Bank (formerly known as Branch Banking and Trust Company (BB&T))	$	9,934,900		7.0000	%	$	10,154,049	6.5000	%	July 5, 2034
Less unamortized debt issuance costs		(64,749)					(57,917)

Total	$	9,870,151				$	10,096,132

We are obligated under a note payable with interest of the One Month LIBOR rate plus two and a quarter percent (2.25%) per annum adjusted monthly on the first day of each LIBOR interest period. The loan is collateralized by our real and personal property and guarantees of certain affiliates. As of March 31, 2022, this notes payable consisted of the following:


	Principal as of		Interest Rate as of			Principal as of		Interest Rate as of
Mortgage Loan	March 31, 2022		March 31, 2022			December 31, 2021		December 31, 2021		Maturity Date
Truist Bank (formerly known as Branch Banking and Trust Company (BB&T))	$	10,668,161		2.4375	%	$	10,899,876	2.4375	%	July 5, 2022
Less unamortized debt issuance costs		(903)					(18,172)

Total Notes Payable less unamortized issuance costs	$	10,667,258				$	10,881,704

We are also obligated under a Paycheck Protection Loan of $2,000,000 at March 31, 2022; however, we expect such loan to be forgiven by the Small Business Administration.

Item 4. 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 March 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 March 31, 2022, our disclosure controls and procedures were effective.

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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 March 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.

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 31, ~~2022~~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 31, ~~2022~~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

WeAt ~~are~~December ~~currently~~31 2021, we were involved in certain litigation arising from a full-service construction contract we previously entered (as agent for and on behalf of the Rental Pool participants) with AMH Construction, Inc. (“AMH”) in the amount of $3,420,670. The ~~renovation~~litigation ~~was~~arose ~~performed~~from asour adecision ~~“Turn-Key”~~to ~~project~~terminate ~~with each Participating Owner paying their respective share of~~ the ~~total costs. We, and the Lessors' Advisory Committee of the Rental Pool (“LAC”), jointly supervised the renovation. On January 23, 2019, we terminated the~~ contract with AMH for breach of contract, including AMH'’s failure to complete the renovation work in accordance with the contract schedule. On April 18, 2019, we served a demand letter to AMH asserting damages of $4,423,070 for the additional costs incurred by the Participating Owners and return of deposits made for work that was not performed. On ~~August~~July 3013, ~~2019~~2022, we ~~filed~~and aAMH ~~lawsuit~~entered ininto ~~Pinellas~~a ~~County,~~settlement ~~Florida~~agreement ~~against~~with ~~AMH~~certain ~~seeking~~amounts ~~damages~~to ~~for~~be ~~breach~~paid ofover ~~contract~~a intwo-year ~~the amount of $4~~period,~~423,070~~ ~~plus attorney fees~~ and ~~other~~included ~~costs of approximately $364,400 in 2019. On October 31, 2019, AMH filed~~ a ~~response~~signed ~~to our suit including~~ a ~~counterclaim~~confessed judgment in the amount of $~~890~~4,~~751~~012,154. aPayments ~~claim~~began ~~that~~on weAugust ~~deny.~~1, ~~AMH~~2022 ~~alleges~~and inwere ~~its~~supposed ~~counterclaim~~to ~~that~~continue itthrough ~~was~~December ~~not~~1, ~~compensated~~2024; ~~for~~however, ~~work~~on ~~performed.~~December In15, ~~March 2020~~2022, ~~Pinellas~~AMH ~~County~~filed ~~suspended~~for ~~all~~Chapter ~~hearings~~7 ~~until~~(also ~~further~~commonly ~~notice~~known ~~due~~as to“liquidation”) ~~the COVID-19 pandemic~~bankruptcy. ~~Depositions~~ ~~were~~We ~~conducted~~received ~~and~~total ~~the~~payments ~~case~~of ~~was~~approximately ~~mediated on May 19~~$165,000 ~~2022.~~prior ~~Subsequently,~~to asuch ~~settlement~~bankruptcy ~~offer was accepted~~filing. ~~Currently,~~ weWe are working towith ~~agree~~our ~~upon~~legal ~~and~~counsel ~~execute~~to adetermine ~~confidential~~next ~~settlement agreement~~steps.

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 3023 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 : June 8, 2022	By:	/s/ Prem Devadas
Date : August 8, 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)	~~June~~August 8, ~~2022~~2023


/s/ Dale Pelletier	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	~~June~~August 8, ~~2022~~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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Filing Compare · Salamander Innisbrook, LLC