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Joint Ventures | 12 Months Ended
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Dec. 31, 2023
Joint Ventures |
Joint Ventures | 4. Joint Ventures The Company enters into JVs, from time to time, for the purpose of developing real estate and other business activities in which the Company may or may not have a controlling financial interest. GAAP requires consolidation of voting interest entities where the Company has a majority voting interest or control and VIEs in which an enterprise has a controlling financial interest and is the primary beneficiary. A controlling financial interest will have both of the following characteristics: (i) the power to direct the VIE activities that most significantly impact economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company examines specific criteria and uses judgment when determining whether the Company is the primary beneficiary and must consolidate a VIE. The Company continues to evaluate whether it is the primary beneficiary as needed when assessing reconsideration events. Investments in JVs in which the Company is not the primary beneficiary, or a voting interest entity where the Company does not have a majority voting interest or control, but has significant influence are unconsolidated and accounted for by the equity method. The timing of cash flows for additional required capital contributions related to the Company’s JVs varies by agreement. Some of the Company’s consolidated and unconsolidated JVs have entered into financing agreements where the Company or its JV partners have provided guarantees. See Note 10. Debt, Net and Note 20. Commitments and Contingencies for additional information. The Company provides mitigation bank credits, impact fees and services to certain unconsolidated JVs and incurs expense for leasing management services from the Watersound Management JV, see Note 21. Related Party Transactions for additional information. Consolidated Joint Ventures Mexico Beach Crossings JV The Mexico Beach Crossings JV was formed in January 2022, when the Company entered into a JV agreement to develop, manage and lease a 216-unit apartment community in Mexico Beach, Florida. Construction of the community was completed in the fourth quarter of 2023. The community is located on land that was contributed to the JV by the Company. As of December 31, 2023 and 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Mexico Beach Crossings JV is a voting interest entity and that the Company has a majority voting interest as of December 31, 2023 and 2022. The Lodge 30A JV The Lodge 30A JV was formed in 2020, when the Company entered into a JV agreement to develop and operate a boutique hotel on Scenic County Highway 30A in Seagrove Beach, Florida. Construction of the 85-room hotel was completed in the first quarter of 2023. As of December 31, 2023 and 2022, the Company owned a 52.8% interest in the consolidated JV. A wholly-owned subsidiary of the Company manages the day-to-day operations of the hotel. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined The Lodge 30A JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2023 and 2022. Pier Park Resort Hotel JV The Pier Park Resort Hotel JV was formed in 2020, when the Company entered into a JV agreement to develop and operate an Embassy Suites by Hilton hotel in the Pier Park area of Panama City Beach, Florida. Construction of the 255-room hotel was completed in the second quarter of 2023. As of December 31, 2023 and 2022, the Company owned a 70.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company manages the day-to-day operations of the hotel. The Company has significant involvement in the project design and development, annual budgets and financing. The Company determined Pier Park Resort Hotel JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2023 and 2022. Pier Park Crossings Phase II JV The Pier Park Crossings Phase II JV was formed in 2019, when the Company entered into a JV agreement to develop, manage and lease a 120-unit apartment community in the Pier Park area of Panama City Beach, Florida. As of December 31, 2023 and 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings Phase II JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2023 and 2022. Watersound Closings JV Watersound Closings JV was formed in 2019, when the Company entered into a JV agreement to own, operate and manage a real estate title insurance agency business. As of December 31, 2023 and 2022, the Company owned a 58.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company is the managing member of Watersound Closings JV and is responsible for the day-to-day activities of the business. As the manager of the JV, as well as the majority member, the Company has the power to direct all of the activities of the JV that most significantly impact economic performance. The Company determined Watersound Closings JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2023 and 2022. Watercrest JV The Watercrest JV was formed in 2019, when the Company entered into a JV agreement to develop and operate a 107-unit senior living community in Santa Rosa Beach, Florida. As of December 31, 2023 and 2022, the Company owned an 87.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company’s JV partner is responsible for the day-to-day activities of the community. However, the Company approves all major decisions, including project development, annual budgets and financing. The Company determined Watercrest JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2023 and 2022. Watersound Origins Crossings JV The Watersound Origins Crossings JV was formed in 2019, when the Company entered into a JV agreement to develop, manage and lease a 217-unit apartment community near the entrance to the Watersound Origins residential community. Construction of the community was completed in the fourth quarter of 2021. As of December 31, 2023 and 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Watersound Origins Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2023 and 2022. Pier Park Crossings JV The Pier Park Crossing JV was formed in 2017, when the Company entered into a JV agreement to develop, manage and lease a 240-unit apartment community in the Pier Park area of Panama City Beach, Florida. As of December 31, 2023 and 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2023 and 2022. Pier Park North JV During 2012, the Company entered into a JV agreement with a partner to develop a retail center at Pier Park North. In November 2022, the Company purchased an additional 30% ownership interest for $7.7 million. As of December 31, 2023 and 2022, the Company owned a 90.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company’s JV s partner is responsible for the day-to-day activities of the retail center. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined the Pier Park North JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2023 and 2022. Unconsolidated Joint Ventures Investment in unconsolidated joint ventures includes the Company’s investment accounted for using the equity method. The following table presents detail of the Company’s investment in unconsolidated joint ventures and total outstanding debt of unconsolidated JVs: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, |  | December 31,
​ | ​ | 2023 | ​ | 2022
Investment in unconsolidated joint ventures |  | ​ |  |  | ​ |
Latitude Margaritaville Watersound JV | ​ | $ | 49,036 | ​ | $ | 33,235
Sea Sound JV (a) | ​ | ​ | — | ​ | ​ | 411
Watersound Fountains Independent Living JV | ​ | ​ | 6,533 | ​ | ​ | 7,258
Pier Park TPS JV | ​ |  | 707 | ​ |  | 1,451
Pier Park RI JV | ​ | ​ | 6,156 | ​ | ​ | 4,263
Busy Bee JV | ​ |  | 2,535 | ​ |  | 2,160
Electric Cart Watersound JV | ​ | ​ | 815 | ​ | ​ | 703
Watersound Management JV | ​ | ​ | 574 | ​ | ​ | 544
Total investment in unconsolidated joint ventures | ​ | $ | 66,356 | ​ | $ | 50,025
​ | ​ |  |  | ​ |  |
Outstanding debt principal of unconsolidated JVs | ​ | ​ | ​ | ​ | ​ | ​
Latitude Margaritaville Watersound JV (b) (c) | ​ | $ | 37,445 | ​ | $ | 30,001
Watersound Fountains Independent Living JV (c) | ​ | ​ | 38,062 | ​ | ​ | 21,327
Pier Park TPS JV (c) | ​ | ​ | 13,503 | ​ | ​ | 13,822
Pier Park RI JV | ​ | ​ | 16,021 | ​ | ​ | —
Busy Bee JV | ​ | ​ | 5,693 | ​ | ​ | 6,010
Electric Cart Watersound JV (c) | ​ | ​ | 4,732 | ​ | ​ | 923
Total outstanding debt principal of unconsolidated JVs | ​ | $ | 115,456 | ​ | $ | 72,083
(a) | In November 2022, the Sea Sound JV sold its assets to an unrelated third party and no longer has activity from operations.
(b) | See Note 20. Commitments and Contingencies for additional information on the $10.0 million secured revolving promissory note the Company entered into with the unconsolidated Latitude Margaritaville Watersound JV.
(c) | See Note 20. Commitments and Contingencies for additional information related to outstanding debt.
​ The Company had approximately $16.0 million in cumulative undistributed earnings from its unconsolidated JVs included within investment in unconsolidated joint ventures as of December 31, 2023. During 2023 and 2022, the Company received distributions from unconsolidated JVs totaling $12.1 million and $36.1 million, respectively, which included a distribution from the Sea Sound JV related to the sale of its assets during 2022. The Company's maximum exposure to loss due to involvement with the unconsolidated JVs as of December 31, 2023, was $122.4 million, which includes the carrying amounts of the investments, guarantees, promissory note receivable, other receivables and derivative instruments. The following table presents detail of the Company’s equity in income (loss) from unconsolidated JVs:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended December 31,
​ | ​ | ​ | 2023 | ​ | 2022 | ​ | 2021
Equity in income (loss) from unconsolidated joint ventures | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Latitude Margaritaville Watersound JV (a) | ​ | ​ | $ | 23,627 | ​ | $ | 3,859 | ​ | $ | (1,861)
Sea Sound JV (b) | ​ | ​ | ​ | (35) | ​ | ​ | 21,705 | ​ | ​ | (15)
Watersound Fountains Independent Living JV (c) | ​ | ​ | ​ | (725) | ​ | ​ | (250) | ​ | ​ | —
Pier Park TPS JV | ​ | ​ | ​ | (362) | ​ | ​ | 33 | ​ | ​ | 551
Busy Bee JV (d) | ​ | ​ | ​ | (36) | ​ | ​ | 538 | ​ | ​ | 441
Electric Cart Watersound JV (e) | ​ | ​ | ​ | 112 | ​ | ​ | 18 | ​ | ​ | —
Watersound Management JV | ​ | ​ | ​ | 120 | ​ | ​ | 83 | ​ | ​ | 19
Total equity in income (loss) from unconsolidated joint ventures | ​ | ​ | $ | 22,701 | ​ | $ | 25,986 | ​ | $ | (865)
(a) | The Latitude Margaritaville Watersound JV began completing home sale transactions in the fourth quarter of 2021.
(b) | In November 2022, the Sea Sound JV sold its assets to an unrelated third party for $92.5 million, resulting in a total gain on sale of $36.1 million. The year ended December 31, 2022, includes the Company’s proportionate share of the gain on sale of $21.7 million. As a result of the sale, the Sea Sound JV no longer has activity from operations.
(c) | The project is under construction.
(d) | Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.
(e) | JV was formed in February 2022. The permanent sales and service facility located in the Watersound West Bay Center was completed in the fourth quarter of 2023.
Summarized balance sheets for the Company’s unconsolidated JVs are as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2023
​ | ​ | Latitude Margaritaville Watersound JV | ​ | Sea Sound JV (b) | ​ | Watersound Fountains Independent Living JV | ​ | Pier Park TPS JV | ​ | Pier Park RI JV | ​ | Busy Bee JV | ​ | Electric Cart Watersound JV | ​ | Watersound Management JV | ​ | Total
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Investment in real estate, net | ​ | $ | 149,253 | (a) | $ | — | ​ | $ | 52,301 | ​ | $ | 13,666 | ​ | $ | 32,053 | ​ | $ | 8,605 | ​ | $ | 5,384 | ​ | $ | — | ​ | $ | 261,262
Cash and cash equivalents | ​ | ​ | 28,235 | ​ | ​ | — | ​ | ​ | 215 | ​ | ​ | 719 | ​ | ​ | 44 | ​ | ​ | 613 | ​ | ​ | 902 | ​ | ​ | 158 | ​ | ​ | 30,886
Other assets | ​ | ​ | 2,883 | ​ | ​ | — | ​ | ​ | 67 | ​ | ​ | 617 | ​ | ​ | 25 | ​ | ​ | 1,965 | ​ | ​ | 396 | ​ | ​ | — | ​ | ​ | 5,953
Total assets | ​ | $ | 180,371 | ​ | $ | — | ​ | $ | 52,583 | ​ | $ | 15,002 | ​ | $ | 32,122 | ​ | $ | 11,183 | ​ | $ | 6,682 | ​ | $ | 158 | ​ | $ | 298,101
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND EQUITY | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
Debt, net | ​ | $ | 37,155 | ​ | $ | — | ​ | $ | 37,493 | ​ | $ | 13,408 | ​ | $ | 15,681 | ​ | $ | 5,673 | ​ | $ | 4,661 | ​ | $ | — | ​ | $ | 114,071
Accounts payable and other liabilities | ​ | ​ | 72,872 | ​ | ​ | — | ​ | ​ | 2,947 | ​ | ​ | 181 | ​ | ​ | 4,128 | ​ | ​ | 439 | ​ | ​ | 423 | ​ | ​ | — | ​ | ​ | 80,990
Equity | ​ | ​ | 70,344 | ​ | ​ | — | ​ | ​ | 12,143 | ​ | ​ | 1,413 | ​ | ​ | 12,313 | ​ | ​ | 5,071 | ​ | ​ | 1,598 | ​ | ​ | 158 | ​ | ​ | 103,040
Total liabilities and equity | ​ | $ | 180,371 | ​ | $ | — | ​ | $ | 52,583 | ​ | $ | 15,002 | ​ | $ | 32,122 | ​ | $ | 11,183 | ​ | $ | 6,682 | ​ | $ | 158 | ​ | $ | 298,101
(a) | Investment in real estate, net includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s historical cost basis and additional completed infrastructure improvements.
(b) | In November 2022, the Sea Sound JV sold its assets to an unrelated third party and no longer has activity from operations.
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2022
​ | ​ | Latitude Margaritaville Watersound JV | ​ | Sea Sound JV (b) | ​ | Watersound Fountains Independent Living JV | ​ | Pier Park TPS JV | ​ | Pier Park RI JV | ​ | Busy Bee JV | ​ | Electric Cart Watersound JV | ​ | Watersound Management JV | ​ | Total
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Investment in real estate, net | ​ | $ | 126,354 | (a) | $ | — | ​ | $ | 38,783 | ​ | $ | 15,106 | ​ | $ | 9,858 | ​ | $ | 7,627 | ​ | $ | 1,875 | ​ | $ | — | ​ | $ | 199,603
Cash and cash equivalents | ​ | ​ | 10,633 | ​ | ​ | 327 | ​ | ​ | 190 | ​ | ​ | 775 | ​ | ​ | 580 | ​ | ​ | 1,081 | ​ | ​ | 259 | ​ | ​ | 98 | ​ | ​ | 13,943
Other assets | ​ | ​ | 3,268 | ​ | ​ | 363 | ​ | ​ | 11 | ​ | ​ | 748 | ​ | ​ | 340 | ​ | ​ | 1,957 | ​ | ​ | 234 | ​ | ​ | — | ​ | ​ | 6,921
Total assets | ​ | $ | 140,255 | ​ | $ | 690 | ​ | $ | 38,984 | ​ | $ | 16,629 | ​ | $ | 10,778 | ​ | $ | 10,665 | ​ | $ | 2,368 | ​ | $ | 98 | ​ | $ | 220,467
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND EQUITY | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
Debt, net | ​ | $ | 29,530 | ​ | $ | — | ​ | $ | 20,716 | ​ | $ | 13,542 | ​ | $ | — | ​ | $ | 5,970 | ​ | $ | 843 | ​ | $ | — | ​ | $ | 70,601
Accounts payable and other liabilities | ​ | ​ | 77,630 | ​ | ​ | 5 | ​ | ​ | 4,776 | ​ | ​ | 186 | ​ | ​ | 2,252 | ​ | ​ | 376 | ​ | ​ | 147 | ​ | ​ | — | ​ | ​ | 85,372
Equity | ​ | ​ | 33,095 | ​ | ​ | 685 | ​ | ​ | 13,492 | ​ | ​ | 2,901 | ​ | ​ | 8,526 | ​ | ​ | 4,319 | ​ | ​ | 1,378 | ​ | ​ | 98 | ​ | ​ | 64,494
Total liabilities and equity | ​ | $ | 140,255 | ​ | $ | 690 | ​ | $ | 38,984 | ​ | $ | 16,629 | ​ | $ | 10,778 | ​ | $ | 10,665 | ​ | $ | 2,368 | ​ | $ | 98 | ​ | $ | 220,467
(a) | Investment in real estate, net includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s historical cost basis and additional completed infrastructure improvements.
(b) | In November 2022, the Sea Sound JV sold its assets to an unrelated third party and no longer has activity from operations.
​ Summarized statements of operations for unconsolidated JVs are as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, 2023
​ | ​ | Latitude Margaritaville Watersound JV (a) | ​ | Sea Sound JV (b) | ​ | Watersound Fountains Independent Living JV (c) | ​ | Pier Park TPS JV | ​ | Pier Park RI JV (d) | ​ | Busy Bee JV | ​ | Electric Cart Watersound JV | ​ | Watersound Management JV | ​ | ​ | Total
Total revenue | ​ | $ | 323,881 | ​ | $ | — | ​ | $ | — | ​ | $ | 4,716 | ​ | $ | — | ​ | $ | 17,170 | ​ | $ | 3,235 | ​ | $ | 1,956 | ​ | $ | 350,958
Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of revenue | ​ | ​ | 259,199 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,118 | ​ | ​ | — | ​ | ​ | 16,449 | ​ | ​ | 2,796 | ​ | ​ | 1,717 | ​ | ​ | 283,279
Other operating expenses | ​ | ​ | 17,079 | ​ | ​ | 62 | ​ | ​ | 1,330 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 104 | ​ | ​ | — | ​ | ​ | 18,575
Depreciation and amortization | ​ | ​ | 613 | ​ | ​ | — | ​ | ​ | 14 | ​ | ​ | 1,443 | ​ | ​ | — | ​ | ​ | 499 | ​ | ​ | 33 | ​ | ​ | — | ​ | ​ | 2,602
Total expenses | ​ | ​ | 276,891 | ​ | ​ | 62 | ​ | ​ | 1,344 | ​ | ​ | 4,561 | ​ | ​ | — | ​ | ​ | 16,948 | ​ | ​ | 2,933 | ​ | ​ | 1,717 | ​ | ​ | 304,456
Operating income (loss) | ​ | ​ | 46,990 | ​ | ​ | (62) | ​ | ​ | (1,344) | ​ | ​ | 155 | ​ | ​ | — | ​ | ​ | 222 | ​ | ​ | 302 | ​ | ​ | 239 | ​ | ​ | 46,502
Other (expense) income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (4) | ​ | ​ | (906) | ​ | ​ | — | ​ | ​ | (176) | ​ | ​ | (82) | ​ | ​ | — | ​ | ​ | (1,168)
Other income (expense), net | ​ | ​ | 264 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 28 | ​ | ​ | — | ​ | ​ | (115) | (e) | ​ | — | ​ | ​ | — | ​ | ​ | 177
Total other income (expense), net | ​ | ​ | 264 | ​ | ​ | — | ​ | ​ | (4) | ​ | ​ | (878) | ​ | ​ | — | ​ | ​ | (291) | ​ | ​ | (82) | ​ | ​ | — | ​ | ​ | (991)
Net income (loss) | ​ | $ | 47,254 | ​ | $ | (62) | ​ | $ | (1,348) | ​ | $ | (723) | ​ | $ | — | ​ | $ | (69) | ​ | $ | 220 | ​ | $ | 239 | ​ | $ | 45,511
(a) | The Latitude Margaritaville Watersound JV completed 641 home sale transactions during 2023.
(b) | In November 2022, the Sea Sound JV sold its assets to an unrelated third party and no longer has activity from operations.
(c) | The project is under construction.
(d) | The project is under construction with no income or loss for the year ended December 31, 2023.
(e) | Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, 2022
​ | ​ | Latitude Margaritaville Watersound JV (a) | ​ | Sea Sound JV | ​ | Watersound Fountains Independent Living JV (c) | ​ | Pier Park TPS JV | ​ | Pier Park RI JV (d) | ​ | Busy Bee JV | ​ | Electric Cart Watersound JV | ​ | Watersound Management JV | ​ | Total
Total revenue | ​ | $ | 139,297 | ​ | $ | 5,182 | ​ | $ | — | ​ | $ | 5,460 | ​ | $ | — | ​ | $ | 17,747 | ​ | $ | 579 | ​ | $ | 1,196 | ​ | $ | 169,461
Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of revenue | ​ | ​ | 118,468 | ​ | ​ | 1,883 | ​ | ​ | — | ​ | ​ | 3,199 | ​ | ​ | — | ​ | ​ | 16,954 | ​ | ​ | 519 | ​ | ​ | 1,030 | ​ | ​ | 142,053
Other operating expenses | ​ | ​ | 12,903 | ​ | ​ | 32 | ​ | ​ | 465 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 20 | ​ | ​ | — | ​ | ​ | 13,420
Depreciation and amortization | ​ | ​ | 543 | ​ | ​ | 1,671 | ​ | ​ | — | ​ | ​ | 1,449 | ​ | ​ | — | ​ | ​ | 459 | ​ | ​ | 2 | ​ | ​ | — | ​ | ​ | 4,124
Total expenses | ​ | ​ | 131,914 | ​ | ​ | 3,586 | ​ | ​ | 465 | ​ | ​ | 4,648 | ​ | ​ | — | ​ | ​ | 17,413 | ​ | ​ | 541 | ​ | ​ | 1,030 | ​ | ​ | 159,597
Operating income (loss) | ​ | ​ | 7,383 | ​ | ​ | 1,596 | ​ | ​ | (465) | ​ | ​ | 812 | ​ | ​ | — | ​ | ​ | 334 | ​ | ​ | 38 | ​ | ​ | 166 | ​ | ​ | 9,864
Other (expense) income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense | ​ | ​ | — | ​ | ​ | (1,560) | ​ | ​ | — | ​ | ​ | (752) | ​ | ​ | — | ​ | ​ | (190) | ​ | ​ | (3) | ​ | ​ | — | ​ | ​ | (2,505)
Other income, net | ​ | ​ | 47 | ​ | ​ | 36,138 | (b) | ​ | — | ​ | ​ | 17 | ​ | ​ | — | ​ | ​ | 957 | (e) | ​ | — | ​ | ​ | — | ​ | ​ | 37,159
Total other income (expense), net | ​ | ​ | 47 | ​ | ​ | 34,578 | ​ | ​ | — | ​ | ​ | (735) | ​ | ​ | — | ​ | ​ | 767 | ​ | ​ | (3) | ​ | ​ | — | ​ | ​ | 34,654
Net income (loss) | ​ | $ | 7,430 | ​ | $ | 36,174 | ​ | $ | (465) | ​ | $ | 77 | ​ | $ | — | ​ | $ | 1,101 | ​ | $ | 35 | ​ | $ | 166 | ​ | $ | 44,518
(a) | The Latitude Margaritaville Watersound JV completed 316 home sale transactions during 2022.
(b) | In November 2022, the Sea Sound JV sold its assets to an unrelated third party for $92.5 million, resulting in a total gain on sale of $36.1 million. As a result of the sale, the Sea Sound JV no longer has activity from operations.
(c) | The project is under construction.
(d) | The project was under construction with no income or loss for the year ended December 31, 2022.
(e) | Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, 2021
​ | ​ | Latitude Margaritaville Watersound JV (a) | ​ | Sea Sound JV (b) | ​ | Watersound Fountains Independent Living JV (c) | ​ | Pier Park TPS JV | ​ | Pier Park RI JV (d) | ​ | Busy Bee JV | ​ | Electric Cart Watersound JV (f) | ​ | Watersound Management JV | ​ | Total
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total revenue | ​ | $ | 18,653 | ​ | $ | 1,012 | ​ | $ | — | ​ | $ | 6,474 | ​ | $ | — | ​ | $ | 16,365 | ​ | $ | — | ​ | $ | 511 | ​ | $ | 43,015
Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of revenue | ​ | ​ | 14,931 | ​ | ​ | 439 | ​ | ​ | — | ​ | ​ | 2,971 | ​ | ​ | — | ​ | ​ | 15,064 | ​ | ​ | — | ​ | ​ | 473 | ​ | ​ | 33,878
Other operating expenses | ​ | ​ | 6,802 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,802
Depreciation and amortization | ​ | ​ | 396 | ​ | ​ | 359 | ​ | ​ | — | ​ | ​ | 1,434 | ​ | ​ | — | ​ | ​ | 461 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,650
Total expenses | ​ | ​ | 22,129 | ​ | ​ | 798 | ​ | ​ | — | ​ | ​ | 4,405 | ​ | ​ | — | ​ | ​ | 15,525 | ​ | ​ | — | ​ | ​ | 473 | ​ | ​ | 43,330
Operating (loss) income | ​ | ​ | (3,476) | ​ | ​ | 214 | ​ | ​ | — | ​ | ​ | 2,069 | ​ | ​ | — | ​ | ​ | 840 | ​ | ​ | — | ​ | ​ | 38 | ​ | ​ | (315)
Other (expense) income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense | ​ | ​ | — | ​ | ​ | (239) | ​ | ​ | — | ​ | ​ | (735) | ​ | ​ | — | ​ | ​ | (192) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,166)
Other income, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 11 | ​ | ​ | — | ​ | ​ | 198 | (e) | ​ | — | ​ | ​ | — | ​ | ​ | 209
Total other (expense) income, net | ​ | ​ | — | ​ | ​ | (239) | ​ | ​ | — | ​ | ​ | (724) | ​ | ​ | — | ​ | ​ | 6 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (957)
Net (loss) income | ​ | $ | (3,476) | ​ | $ | (25) | ​ | $ | — | ​ | $ | 1,345 | ​ | $ | — | ​ | $ | 846 | ​ | $ | — | ​ | $ | 38 | ​ | $ | (1,272)
(a) | The Latitude Margaritaville Watersound JV began completing home sale transactions in the fourth quarter of 2021 and completed 47 home sale transactions during 2021.
(b) | In November 2022, the Sea Sound JV sold its assets to an unrelated third party no longer has activity from operations.
(c) | The project was under construction with no income or loss for the year ended December 31, 2021.
(d) | JV was formed in May 2022.
(e) | Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.
(f) | JV was formed in February 2022.
​ Latitude Margaritaville Watersound JV LMWS, LLC was formed in 2019, when the Company entered into a JV agreement to develop a 55+ active adult residential community in Bay County, Florida. Construction is underway on customer homes. The town center amenities opened in June 2023. As of December 31, 2023, the Latitude Margaritaville Watersound JV had 609 homes under contract and has completed 1,004 home sale transactions of the total estimated 3,500 homes planned in the community. As of December 31, 2023 and 2022, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $49.0 million and $33.2 million, respectively, which includes the net present value of the land contribution, cash contributions, additional completed infrastructure improvements and equity in income, less the pro-rata return of land contribution and other distributions. During 2023 and 2022, the Company received $11.4 million and $3.1 million, respectively, of cash distributions from the JV. As of December 31, 2023, the Company completed $8.3 million of the $9.2 million total agreed upon infrastructure improvements. The transaction price was allocated based on the stand-alone selling prices of the land and agreed upon improvements. As of December 31, 2023 and 2022, the Company owned a 50.0% voting interest in the JV. The Company’s unimproved land contribution and agreed upon infrastructure improvements are being returned at an average of $10,000 per home, as each home is sold by the JV. The Company’s Latitude Margaritaville Watersound JV has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for the year ended December 31, 2023, but not the years ended December 31, 2022 and 2021. Therefore, separate financial statements of the Latitude Margaritaville Watersound JV, as required pursuant to Rule 3-09 of Regulation S-X, are filed as Exhibit 99.1 of this Form 10-K. The basis difference of $18.3 million and $24.6 million as of December 31, 2023 and 2022, respectively, is due to the Company maintaining the land and additional completed infrastructure improvements contributed to the JV at its historical cost basis, while the JV recorded these contributions at market value. The basis difference is being reduced with the pro-rata return of land contribution as each home is sold by the JV. The amounts returned totaled $6.4 million, $3.1 million and $0.4 million in 2023, 2022 and 2021, respectively. Per the JV agreement, the Company, as lender, has provided interest-bearing financing in the form of a $10.0 million secured revolving promissory note to the Latitude Margaritaville Watersound JV, as borrower, to finance the development of the pod-level, non-spine infrastructure. As of both December 31, 2023 and 2022, there was no balance outstanding on the Latitude JV Note. Future advances, if any, will be repaid by the JV as each home is sold. The day-to-day activities of the JV are being managed through a board of managers, with each JV partner having equal voting rights. The Company has determined that Latitude Margaritaville Watersound JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in the Latitude Margaritaville Watersound JV is accounted for using the equity method. See Note 20. Commitments and Contingencies for additional information related to the revolving promissory note and guaranty by the Company. Sea Sound JV FDSJ Eventide, LLC was formed in 2020. The Company entered into a JV agreement to develop, construct and manage a 300-unit apartment community near the Breakfast Point residential community in Panama City Beach, Florida. Construction of the community was completed in the first quarter of 2022. As of December 31, 2023 and 2022, the Company owned a 60.0% interest in the JV. In November 2022, the Sea Sound JV sold its assets to a third party for $92.5 million, resulting in a total gain on sale of $36.1 million. The Company’s proportionate share of the gain on sale of $21.7 million is included within equity in income (loss) from unconsolidated joint ventures on the consolidated statements of income for the year ended December 31, 2022. During 2022, the Company also received a cash distribution of $31.6 million from the JV. As a result of the sale, the Sea Sound JV no longer has activity from operations. The Sea Sound JV had a contingent gain related to the sale for a $0.5 million indemnity holdback liability, which was received in October 2023. The Company has determined that Sea Sound JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Sea Sound JV was accounted for using the equity method. Watersound Fountains Independent Living JV WOSL, LLC was formed in 2021. The Company entered into a JV agreement to develop, construct and manage a 148-unit independent senior living community located near the Watersound Origins residential community. The three JV parties are working together to develop and construct the project. The community is located on land that was contributed to the JV by the Company in 2021, with a fair value of $3.2 million. In addition, during 2021, the Company contributed cash of $4.3 million and the JV partners contributed $6.4 million. As of December 31, 2023 and 2022, the Company owned a 53.8% interest in the JV. The Company’s partners are responsible for the day-to-day activities of the JV. The Company has determined that Watersound Fountains Independent Living JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Watersound Fountains Independent Living JV is accounted for using the equity method. See Note 20. Commitments and Contingencies for additional information related to debt guaranteed by the Company. Pier Park TPS JV Pier Park TPS, LLC was formed in 2018. The Company entered into a JV agreement to develop and operate a 124-room hotel in Panama City Beach, Florida. As of December 31, 2023 and 2022, the Company owned a 50.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park TPS JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park TPS JV is accounted for using the equity method. See Note 20. Commitments and Contingencies for additional information related to debt guaranteed by the Company. Pier Park RI JV Pier Park RI, LLC was formed in May 2022. The Company entered into a JV agreement to develop and operate a 121-room hotel in Panama City Beach, Florida. The JV parties are working together to develop and construct the project. The hotel is located on land that was contributed to the JV by the Company in 2022, with a fair value of $1.8 million. In addition, as of December 31, 2023, the Company contributed cash and impact fees of $4.4 million, and the JV partner contributed cash of $6.2 million. As of December 31, 2023 and 2022, the Company owned a 50.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park RI JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park RI JV is accounted for using the equity method. In September 2022, the JV entered into a $25.0 million loan (the “Pier Park RI JV Loan”). The Pier Park RI JV Loan bears interest at SOFR plus 2.5% and matures in August 2025. The Pier Park RI JV Loan includes an option for a fixed rate conversion and two options to extend the maturity date by twenty-four months each, upon satisfaction of certain terms and conditions. The loan is secured by real property and certain other security interests. The Company’s JV partner is the sole guarantor and receives a fee related to the guarantee from the Company based on the Company’s ownership percentage. As of December 31, 2023, $16.0 million was outstanding on the Pier Park RI JV Loan. As of December 31, 2022, there was no principal balance outstanding on the Pier Park RI JV Loan. Busy Bee JV SJBB, LLC was formed in 2019, when the Company entered into a JV agreement to construct, own and manage a Busy Bee branded fuel station and convenience store, which includes a Starbucks, in Panama City Beach, Florida. As of December 31, 2023 and 2022, the Company owned a 50.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Busy Bee JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in the Busy Bee JV is accounted for using the equity method. In 2019, the JV entered into a $5.4 million construction loan (the “Busy Bee JV Construction Loan”) and a $1.2 million equipment loan (the “Busy Bee JV Equipment Loan”). The Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan bear interest at SOFR plus 1.6%. The Busy Bee JV Construction Loan provides for monthly principal and interest payments with a final balloon payment at maturity in November 2035. The Busy Bee JV Equipment Loan provides for monthly principal and interest payments through maturity in November 2027. The loans are secured by real and personal property and certain other security interests. The Company’s JV partner is the sole guarantor and receives a fee related to the guarantee from the Company based on the Company’s ownership percentage. The Busy Bee JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR for the Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan. The Busy Bee JV Construction Loan interest rate swap matures in November 2035 and fixed the variable rate debt, initially at $5.4 million amortizing to $2.8 million at swap maturity, to a rate of 2.7%. The Busy Bee JV Equipment Loan interest rate swap matures in November 2027 and fixed the variable rate debt, initially at $1.2 million to maturity, to a rate of 2.1%. Effective July 1, 2023, the benchmark interest rate index based on LIBOR transitioned to SOFR. As of December 31, 2023 and 2022, $5.0 million and $5.1 million, respectively, was outstanding on the Busy Bee JV Construction Loan. As of December 31, 2023 and 2022, $0.7 million and $0.9 million, respectively, was outstanding on the Busy Bee JV Equipment Loan. Electric Cart Watersound JV SJECC, LLC was formed in February 2022, when the Company entered into a JV agreement to develop, construct, lease, manage and operate a golf cart and low speed vehicle “LSV” business at the new Watersound West Bay Center adjacent to the Latitude Margaritaville Watersound residential community in Bay County, Florida. The land was contributed to the JV by the Company in 2022, with a fair value of $0.5 million. In addition, during 2022 the Company contributed cash of $0.2 million and the JV partner contributed cash of $0.6 million. The JV operated out of a temporary facility while its permanent Watersound West Bay Center location was being constructed. The Watersound West Bay Center Facility opened in October 2023 and provides sales and service. An additional sales showroom will be located at the Watersound Town Center near the Watersound Origins residential community on property leased to the JV by the Company. As of December 31, 2023 and 2022, the Company owned a 51% interest in the JV. The Company’s JV partner manages the day-to-day operations of the business. The Company has determined that Electric Cart Watersound JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Electric Cart Watersound JV is accounted for using the equity method. As of December 31, 2023 and 2022, the Electric Cart Watersound JV had $2.4 million and $1.7 million, respectively, of floorplan line of credit facilities to finance its golf cart and LSV inventory, which are secured by the JV. Borrowings under the line of credit facility bear interest at various rates based on the number of days outstanding after an interest free period ranging from three to six months. As of December 31, 2023 and 2022, the JV had an outstanding principal balance of $0.4 million and $0.1 million, respectively, on these line of credit facilities. See Note 20. Commitments and Contingencies for additional information related to debt guaranteed by the Company. Watersound Management JV Watersound Management, LLC was formed in 2021. During 2021, the Company purchased an interest in Watersound Management, LLC for $0.5 million to form a JV to lease, manage and operate multi-family housing developments for which the JV is the exclusive renting and management agent. All activity of Watersound Management JV is related to multi-family housing developments owned by the Company or by consolidated JVs of the Company. During 2021 the Company and its JV partner each contributed cash of less than $0.1 million. As of December 31, 2023 and 2022, the Company owned a 50.0% interest in the JV. The day-to-day activities of the JV are being managed through a board of managers, with each JV partner having equal voting rights. The Company has determined that Watersound Management JV is a voting interest entity, but that the Company does not have a majority voting interest. The Company’s investment in Watersound Management JV is accounted for using the equity method. See Note 21. Related Party Transactions for additional information.

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