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Joint Ventures | 3 Months Ended
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Mar. 31, 2024
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 9. Debt, Net and Note 18. 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 Company’s unconsolidated JV Watersound Management, LLC (“Watersound Management JV”), see Note 19. Related Party Transactions for additional information. Consolidated Joint Ventures Mexico Beach Crossings JV Mexico Beach Crossings JV was formed in 2022, when the Company entered into a JV agreement to develop, manage and lease a 216-unit multi-family 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. 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. The 85-room hotel opened in the first quarter of 2023. As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. Pier Park Resort Hotel JV 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. The 255-room hotel opened in the second quarter of 2023. As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. Pier Park Crossings Phase II JV 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 multi-family community in the Pier Park area of Panama City Beach, Florida. As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. Watercrest JV 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. Watersound Origins Crossings JV Watersound Origins Crossings JV was formed in 2019, when the Company entered into a JV agreement to develop, manage and lease a 217-unit multi-family community near the entrance to the Watersound Origins residential community. As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. Pier Park Crossings JV Pier Park Crossings JV was formed in 2017, when the Company entered into a JV agreement to develop, manage and lease a 240-unit multi-family community in the Pier Park area of Panama City Beach, Florida. As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023. 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. As of March 31, 2024 and December 31, 2023, the Company owned a 90.0% 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 retail center. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park North JV is a VIE and that the Company is the VIE’s primary beneficiary as of March 31, 2024 and December 31, 2023. 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: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | December 31,
​ | ​ | 2024 | ​ | 2023
Investment in unconsolidated joint ventures |  | ​ |  |  | ​ |
Latitude Margaritaville Watersound JV | ​ | $ | 53,755 | ​ | $ | 49,036
Watersound Fountains Independent Living JV | ​ | ​ | 6,963 | ​ | ​ | 6,533
Pier Park TPS JV | ​ |  | 465 | ​ |  | 707
Pier Park RI JV | ​ | ​ | 6,156 | ​ | ​ | 6,156
Busy Bee JV | ​ |  | 2,557 | ​ |  | 2,535
Electric Cart Watersound JV | ​ | ​ | 790 | ​ | ​ | 815
Watersound Management JV | ​ | ​ | 543 | ​ | ​ | 574
Total investment in unconsolidated joint ventures | ​ | $ | 71,229 | ​ | $ | 66,356
​ | ​ |  |  | ​ |  |
Outstanding debt principal of unconsolidated JVs | ​ | ​ | ​ | ​ | ​ | ​
Latitude Margaritaville Watersound JV (a) (b) | ​ | $ | 26,792 | ​ | $ | 37,445
Watersound Fountains Independent Living JV (b) | ​ | ​ | 40,867 | ​ | ​ | 38,062
Pier Park TPS JV (b) | ​ | ​ | 13,420 | ​ | ​ | 13,503
Pier Park RI JV | ​ | ​ | 19,699 | ​ | ​ | 16,021
Busy Bee JV | ​ | ​ | 5,611 | ​ | ​ | 5,693
Electric Cart Watersound JV (b) | ​ | ​ | 4,661 | ​ | ​ | 4,732
Total outstanding debt principal of unconsolidated JVs | ​ | $ | 111,050 | ​ | $ | 115,456
(a) | See Note 18. 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.
(b) | See Note 18. Commitments and Contingencies for additional information related to outstanding debt.
The Company had approximately $20.6 million in cumulative undistributed earnings from its unconsolidated JVs included within investment in unconsolidated joint ventures as of March 31, 2024. During the three months ended March 31, 2024 and 2023, the Company received distributions from unconsolidated JVs totaling $4.2 million and $1.7 million, respectively. The Company's maximum exposure to loss due to involvement with the unconsolidated JVs as of March 31, 2024 was $109.3 million, which includes the carrying amounts of the investments, guarantees, promissory note receivable and derivative instruments. The following table presents detail of the Company’s equity in income (loss) from unconsolidated JVs:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Three Months Ended March 31,
​ | ​ | ​ | 2024 | ​ | 2023
Equity in income (loss) from unconsolidated joint ventures | ​ | ​ | ​ | ​ | ​ | ​ | ​
Latitude Margaritaville Watersound JV | ​ | ​ | $ | 8,279 | ​ | $ | 3,902
Sea Sound JV (a) | ​ | ​ | ​ | — | ​ | ​ | (36)
Watersound Fountains Independent Living JV (b) | ​ | ​ | ​ | (726) | ​ | ​ | —
Pier Park TPS JV | ​ | ​ | ​ | (213) | ​ | ​ | (167)
Busy Bee JV (c) | ​ | ​ | ​ | 21 | ​ | ​ | (100)
Electric Cart Watersound JV (d) | ​ | ​ | ​ | (25) | ​ | ​ | 36
Watersound Management JV | ​ | ​ | ​ | 24 | ​ | ​ | 28
Total equity in income from unconsolidated joint ventures | ​ | ​ | $ | 7,360 | ​ | $ | 3,663
(a) | In 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.
(b) | The community opened in March 2024.
(c) | Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.
(d) | 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:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2024
​ | ​ | 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 | ​ | $ | 152,508 | (a) | $ | — | ​ | $ | 52,676 | ​ | $ | 13,308 | ​ | $ | 35,563 | ​ | $ | 8,506 | ​ | $ | 5,332 | ​ | $ | — | ​ | $ | 267,893
Cash and cash equivalents | ​ | ​ | 18,524 | ​ | ​ | — | ​ | ​ | 2,028 | ​ | ​ | 637 | ​ | ​ | 159 | ​ | ​ | 573 | ​ | ​ | 630 | ​ | ​ | 72 | ​ | ​ | 22,623
Other assets | ​ | ​ | 2,780 | ​ | ​ | — | ​ | ​ | 882 | ​ | ​ | 660 | ​ | ​ | 115 | ​ | ​ | 2,195 | ​ | ​ | 370 | ​ | ​ | 25 | ​ | ​ | 7,027
Total assets | ​ | $ | 173,812 | ​ | $ | — | ​ | $ | 55,586 | ​ | $ | 14,605 | ​ | $ | 35,837 | ​ | $ | 11,274 | ​ | $ | 6,332 | ​ | $ | 97 | ​ | $ | 297,543
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND EQUITY | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
Debt, net | ​ | $ | 26,555 | ​ | $ | — | ​ | $ | 40,308 | ​ | $ | 13,337 | ​ | $ | 19,358 | ​ | $ | 5,596 | ​ | $ | 4,592 | ​ | $ | — | ​ | $ | 109,746
Accounts payable and other liabilities | ​ | ​ | 65,720 | ​ | ​ | — | ​ | ​ | 2,218 | ​ | ​ | 338 | ​ | ​ | 4,166 | ​ | ​ | 630 | ​ | ​ | 190 | ​ | ​ | — | ​ | ​ | 73,262
Equity | ​ | ​ | 81,537 | ​ | ​ | — | ​ | ​ | 13,060 | ​ | ​ | 930 | ​ | ​ | 12,313 | ​ | ​ | 5,048 | ​ | ​ | 1,550 | ​ | ​ | 97 | ​ | ​ | 114,535
Total liabilities and equity | ​ | $ | 173,812 | ​ | $ | — | ​ | $ | 55,586 | ​ | $ | 14,605 | ​ | $ | 35,837 | ​ | $ | 11,274 | ​ | $ | 6,332 | ​ | $ | 97 | ​ | $ | 297,543
(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 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 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 includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s historical cost basis and additional completed infrastructure improvements.
(b) | In 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.
​ Summarized statements of operations for the Company’s unconsolidated JVs are as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31, 2024
​ | ​ | 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 | ​ | $ | 90,209 | ​ | $ | — | ​ | $ | 96 | ​ | $ | 768 | ​ | $ | — | ​ | $ | 3,151 | ​ | $ | 925 | ​ | $ | 612 | ​ | $ | 95,761
Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of revenue | ​ | ​ | 68,964 | ​ | ​ | — | ​ | ​ | 737 | ​ | ​ | 649 | ​ | ​ | — | ​ | ​ | 3,074 | ​ | ​ | 827 | ​ | ​ | 565 | ​ | ​ | 74,816
Other operating expenses | ​ | ​ | 4,586 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,586
Depreciation and amortization | ​ | ​ | 133 | ​ | ​ | — | ​ | ​ | 218 | ​ | ​ | 360 | ​ | ​ | — | ​ | ​ | 133 | ​ | ​ | 62 | ​ | ​ | — | ​ | ​ | 906
Total expenses | ​ | ​ | 73,683 | ​ | ​ | — | ​ | ​ | 955 | ​ | ​ | 1,009 | ​ | ​ | — | ​ | ​ | 3,207 | ​ | ​ | 889 | ​ | ​ | 565 | ​ | ​ | 80,308
Operating income (loss) | ​ | ​ | 16,526 | ​ | ​ | — | ​ | ​ | (859) | ​ | ​ | (241) | ​ | ​ | — | ​ | ​ | (56) | ​ | ​ | 36 | ​ | ​ | 47 | ​ | ​ | 15,453
Other (expense) income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (500) | ​ | ​ | (189) | ​ | ​ | — | ​ | ​ | (42) | ​ | ​ | (84) | ​ | ​ | — | ​ | ​ | (815)
Other income, net | ​ | ​ | 32 | ​ | ​ | — | ​ | ​ | 9 | ​ | ​ | 4 | ​ | ​ | — | ​ | ​ | 89 | (e) | ​ | — | ​ | ​ | — | ​ | ​ | 134
Total other income (expense), net | ​ | ​ | 32 | ​ | ​ | — | ​ | ​ | (491) | ​ | ​ | (185) | ​ | ​ | — | ​ | ​ | 47 | ​ | ​ | (84) | ​ | ​ | — | ​ | ​ | (681)
Net income (loss) | ​ | $ | 16,558 | ​ | $ | — | ​ | $ | (1,350) | ​ | $ | (426) | ​ | $ | — | ​ | $ | (9) | ​ | $ | (48) | ​ | $ | 47 | ​ | $ | 14,772
(a) | The Latitude Margaritaville Watersound JV completed 177 home sale transactions during the three months ended March 31, 2024.
(b) | In 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.
(c) | The community opened in March 2024.
(d) | The project was under construction with no income or loss for the three months ended March 31, 2024.
(e) | Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 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 (c) | ​ | Busy Bee JV | ​ | Electric Cart Watersound JV | ​ | Watersound Management JV | ​ | Total
Total revenue | ​ | $ | 76,429 | ​ | $ | — | ​ | $ | — | ​ | $ | 898 | ​ | $ | — | ​ | $ | 3,519 | ​ | $ | 557 | ​ | $ | 431 | ​ | $ | 81,834
Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of revenue | ​ | ​ | 64,478 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 692 | ​ | ​ | — | ​ | ​ | 3,508 | ​ | ​ | 475 | ​ | ​ | 376 | ​ | ​ | 69,529
Other operating expenses | ​ | ​ | 3,997 | ​ | ​ | 63 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6 | ​ | ​ | — | ​ | ​ | 4,066
Depreciation and amortization | ​ | ​ | 160 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 361 | ​ | ​ | — | ​ | ​ | 116 | ​ | ​ | 2 | ​ | ​ | — | ​ | ​ | 639
Total expenses | ​ | ​ | 68,635 | ​ | ​ | 63 | ​ | ​ | — | ​ | ​ | 1,053 | ​ | ​ | — | ​ | ​ | 3,624 | ​ | ​ | 483 | ​ | ​ | 376 | ​ | ​ | 74,234
Operating income (loss) | ​ | ​ | 7,794 | ​ | ​ | (63) | ​ | ​ | — | ​ | ​ | (155) | ​ | ​ | — | ​ | ​ | (105) | ​ | ​ | 74 | ​ | ​ | 55 | ​ | ​ | 7,600
Other (expense) income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (183) | ​ | ​ | — | ​ | ​ | (25) | ​ | ​ | (3) | ​ | ​ | — | ​ | ​ | (211)
Other income (expense), net | ​ | ​ | 10 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4 | ​ | ​ | — | ​ | ​ | (137) | (d) | ​ | — | ​ | ​ | — | ​ | ​ | (123)
Total other income (expense), net | ​ | ​ | 10 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (179) | ​ | ​ | — | ​ | ​ | (162) | ​ | ​ | (3) | ​ | ​ | — | ​ | ​ | (334)
Net income (loss) | ​ | $ | 7,804 | ​ | $ | (63) | ​ | $ | — | ​ | $ | (334) | ​ | $ | — | ​ | $ | (267) | ​ | $ | 71 | ​ | $ | 55 | ​ | $ | 7,266
(a) | The Latitude Margaritaville Watersound JV completed 149 home sale transactions during the three months ended March 31, 2023.
(b) | In 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.
(c) | The project was under construction with no income or loss for the three months ended March 31, 2023.
(d) | Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.
​ Latitude Margaritaville Watersound JV LMWS, LLC (“Latitude Margaritaville Watersound JV”) 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. As of March 31, 2024, the Latitude Margaritaville Watersound JV had 562 homes under contract and has completed 1,181 home sale transactions of the total estimated 3,500 homes planned in the community. As of March 31, 2024 and December 31, 2023, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $53.8 million and $49.0 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 the three months ended March 31, 2024 and 2023, the Company received $4.1 million and $1.6 million, respectively, of cash distributions from the JV. As of March 31, 2024, the Company completed $8.4 million of the $9.2 million total agreed upon infrastructure improvements. As of March 31, 2024 and December 31, 2023, the Company owned a 50.0% 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. 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 (the “Latitude JV Note”) to the Latitude Margaritaville Watersound JV, as borrower, to finance the development of the pod-level, non-spine infrastructure. As of both March 31, 2024 and December 31, 2023, 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 18. Commitments and Contingencies for additional information related to the revolving promissory note and guaranty by the Company. Sea Sound JV In 2022, FDSJ Eventide, LLC (the “Sea Sound JV”) sold its assets to a third party and no longer has activity from operations. Watersound Fountains Independent Living JV WOSL, LLC (“Watersound Fountains Independent Living JV”) was formed in 2021. The Company entered into a JV agreement to develop, construct and manage a 148-unit independent senior living community near the Watersound Origins residential community. The community opened in March 2024. As of March 31, 2024 and December 31, 2023, the Company owned a 53.8% interest in the JV. The Company’s partner is 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 18. Commitments and Contingencies for additional information related to debt guaranteed by the Company. Pier Park TPS JV Pier Park TPS, LLC (“Pier Park TPS JV”) 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 March 31, 2024 and December 31, 2023, 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 18. Commitments and Contingencies for additional information related to debt guaranteed by the Company. Pier Park RI JV Pier Park RI, LLC (“Pier Park RI JV”) was formed in 2022. The Company entered into a JV agreement to develop and operate a 121-room hotel in Panama City Beach, Florida. As of March 31, 2024, the JV parties were working together to develop and construct the project and the hotel opened to guests in April 2024. As of March 31, 2024 and December 31, 2023, 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 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 March 31, 2024 and December 31, 2023, $19.7 million and $16.0 million, respectively, was outstanding on the Pier Park RI JV Loan. Busy Bee JV SJBB, LLC (“Busy Bee JV”) 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 March 31, 2024 and December 31, 2023, 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%. As of March 31, 2024 and December 31, 2023, $4.9 million and $5.0 million, respectively, was outstanding on the Busy Bee JV Construction Loan. As of both March 31, 2024 and December 31, 2023, $0.7 million was outstanding on the Busy Bee JV Equipment Loan. Electric Cart Watersound JV SJECC, LLC (“Electric Cart Watersound JV”) was formed in 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 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 March 31, 2024 and December 31, 2023, 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 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 both March 31, 2024 and December 31, 2023, the Electric Cart Watersound JV had $2.4 million 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 March 31, 2024 and December 31, 2023, the JV had an outstanding principal balance of $0.3 million and $0.4 million, respectively, on these line of credit facilities. See Note 18. Commitments and Contingencies for additional information related to debt guaranteed by the Company. Watersound Management JV Watersound Management, LLC was formed in 2021, when the Company entered into a JV agreement 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. As of March 31, 2024 and December 31, 2023, 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 19. Related Party Transactions for additional information.

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