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 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 assess whether it is the primary beneficiary on an ongoing basis. Investments in JVs and limited partnerships 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, are 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. The Company, as lender, entered into a $10.0 million secured revolving promissory note with the unconsolidated Latitude Margaritaville Watersound JV as borrower. 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. Other Assets, Note 10. Debt, Net and Note 18. Commitments and Contingencies for additional information.

The Lodge 30A JV was created in July 2020, when the Company entered into a JV agreement to develop and operate a boutique hotel in Seagrove Beach, Florida. The JV parties are working together to develop and construct the 85-room hotel. The hotel is located on Scenic County Highway 30A on land that was contributed to the JV by the Company’s JV partner. As of June 30, 2021 and December 31, 2020, the Company owned a 52.8% interest in the consolidated JV. The Company’s partner is currently responsible for the construction activities of the JV, but once operational, a wholly-owned subsidiary of the Company will manage the day-to-day operations of the hotel. The Company has significant involvement in the project design and development and approves all major decisions, including 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 June 30, 2021 and December 31, 2020.

Pier Park Resort Hotel JV was created in April 2020, when the Company entered into a JV agreement to develop and operate an Embassy Suites by Hilton hotel in Panama City Beach, Florida. The JV parties are working together to develop and construct a 255-room hotel. The hotel is located on land in the Pier Park area that was contributed to the JV by the Company. As of June 30, 2021 and December 31, 2020, the Company owned a 70.0% interest in the consolidated JV. The Company’s partner is currently responsible for the construction activities of the JV, but once operational, a wholly-owned subsidiary of the Company will manage 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 June 30, 2021 and December 31, 2020.

Pier Park Crossings Phase II JV was created in October 2019, when the Company entered into a JV agreement to develop, manage and lease apartments in Panama City Beach, Florida. Construction of the 120-unit apartment community was completed in December 2020. The community is located on land in the Pier Park area that was contributed to the JV by the Company. As of June 30, 2021 and December 31, 2020, the Company owned a 75.0% interest in the consolidated JV. Watersound Management, LLC, (“Watersound Management JV”) the Company’s unconsolidated JV, is responsible for the day-to-day activities of the JV. 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 June 30, 2021 and December 31, 2020.

Watersound Closings JV was created in October 2019, when the Company entered into a JV agreement to own, operate and manage a real estate title insurance agency business. As of June 30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31, 2020.

Watercrest JV was created in May 2019, when the Company entered into a JV agreement to develop and operate a new senior living community in Santa Rosa Beach, Florida. Construction of the 107-unit community was completed in the fourth quarter of 2020. The community is located on land that was contributed to the JV by the Company. As of June 30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31, 2020.

Watersound Origins Crossings JV was created in January 2019, when the Company entered into a JV agreement to develop, manage and lease apartments in Watersound, Florida. The JV parties are working together to develop and construct the remaining 127 units of the 217-unit apartment community. The community is located on land near the entrance to the Watersound Origins residential community, which was contributed to the JV by the Company. As of June 30, 2021 and December 31, 2020, 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 has significant involvement in the design of the development and 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 June 30, 2021 and December 31, 2020.

Pier Park Crossings JV was created in April 2017, when the Company entered into a JV agreement to develop, manage and lease apartments in Panama City Beach, Florida. The 240-unit apartment community is located on land in the Pier Park area that was contributed to the JV by the Company. As of June 30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31, 2020.

During 2012, the Company entered into a JV agreement with a partner to develop a retail center at Pier Park North. As of June 30, 2021 and December 31, 2020, the Company owned a 60.0% 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. However, 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 June 30, 2021 and December 31, 2020.

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:

(a)	JV was formed in April 2021.

(b)	JV was formed in June 2021.

(c)	See Note 9. Other Assets for additional information on the $10.0 million secured revolving promissory note Company entered into with the unconsolidated Latitude Margaritaville Watersound JV.

(d)	See Note 18. Commitments and Contingencies for additional information.

The following table presents detail of the Company’s equity in (loss) income from unconsolidated affiliates:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Equity in (loss) income from unconsolidated affiliates
Latitude Margaritaville Watersound JV	$	(959)	$	(93)	$	(1,601)	$	(167)
Sea Sound Apartments JV		(31)		—		(33)		—
Pier Park TPS JV		419		(3)		372		(6)
Busy Bee JV		(31)		(27)		191		(33)
Watersound Management JV		1		—		1		—
Total equity in loss from unconsolidated affiliates	$	(601)	$	(123)	$	(1,070)	$	(206)

Latitude Margaritaville Watersound JV

LMWS, LLC (“Latitude Margaritaville Watersound JV”) was created in June 2019, when the Company entered into a JV agreement to develop a 55+ active adult residential community in Bay County, Florida. The JV parties are working together to develop the first phase of the community. Construction of the initial customer homes is underway. The community is located on land that was contributed to the JV by the Company in June 2020. As part of the land contribution, the Company agreed to make certain infrastructure improvements, such that the total contractual value of the land and its improvements equals $35.0 million. As of June 30, 2021, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV includes $11.7 million of cash contributions and $16.6 million for the net present value of the land contribution. As of June 30, 2021, the Company’s JV partner contributed $11.7 million of cash. The present value of the land contribution was based on the Company’s best estimate of the prevailing market rates for the source of credit using an imputed interest rate of 5.75% and timing of home sales. The Company continues to have a performance obligation to provide agreed upon infrastructure improvements in the vicinity of the contributed land, which will be recognized over time as improvements are completed. As of June 30, 2021, the Company completed $2.9 million of the agreed upon infrastructure improvements. The transaction price was allocated based on the stand-alone selling prices of the land and agreed upon improvements. The Latitude Margaritaville Watersound JV community is estimated to include approximately 3,500 residential homes, which will be developed in smaller increments of discrete neighborhoods. As of June 30, 2021 and December 31, 2020, the Company owned a 50.0% voting interest in the JV. Each JV member will continue to contribute an equal amount of cash towards the development and construction of the main spine infrastructure and amenities. The Company’s unimproved land contribution and agreed upon infrastructure improvements will be returned at an average of $10,000 per home, as each home is sold by the JV.

Per the JV agreement, the Company has provided interest-bearing financing in the form of a revolving promissory note to the Latitude Margaritaville Watersound JV to finance the development of the pod-level, non-spine infrastructure, which will be repaid by the JV as each home is sold. See Note 9. Other Assets for additional information related to the revolving promissory note. 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 guaranty by the Company.

Summarized financial information for Latitude Margaritaville Watersound JV is as follows:


	June 30,		December 31,
	2021		2020
BALANCE SHEETS:
Investment in real estate^(a)	$	32,892	$	18,255
Cash and cash equivalents		11,506		1,603
Other assets		333		136
Total assets	$	44,731	$	19,994

Debt, net	$	10,833	$	2,844
Other liabilities		10,542		1,794
Equity		23,356		15,356
Total liabilities and equity	$	44,731	$	19,994

(a)	As of June 30, 2021 and December 31, 2020, investment in real estate includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s historical cost basis of $1.3 million and additional completed infrastructure improvements of $2.9 million and $1.8 million, respectively.



	Three Months Ended June 30,				Six Months Ended June 30,
	2021			2020	2021			2020
STATEMENTS OF OPERATIONS:
Total expenses	$	1,838	$	186	$	3,077	$	335
Net loss	$	(1,838)	$	(186)	$	(3,077)	$	(335)

Sea Sound Apartments JV

FDSJ Eventide, LLC (“Sea Sound Apartments JV”) was created in January 2020. The Company entered into a JV agreement to develop, construct and manage a 300-unit apartment community in Panama City Beach, Florida. The JV parties are currently working together to construct the project. The community is located near the Breakfast Point residential community on land that was contributed to the JV by the Company in January 2020, with a fair value of $5.1 million. In addition, during 2020, the Company contributed mitigation bank credits of $0.4 million and cash of $4.9 million and the JV partner contributed $6.9 million of cash. As of June 30, 2021 and December 31, 2020, the Company owned a 60.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Sea Sound Apartments 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 Apartments JV is accounted for using the equity method. In January 2020, the JV entered into a $40.3 million loan (the “Sea Sound Apartments JV Loan”). The Sea Sound Apartments JV Loan bears interest at LIBOR plus 2.15% and matures in January 2024. The Sea Sound Apartments JV Loan is secured by the real property, all assets of the borrower, assignment of leases and rents and the security interest in the rents and personal property. The Company’s JV partner is the sole guarantor of the Sea Sound Apartments JV Loan. As of June 30, 2021 and December 31, 2020, $26.4 million and $8.8 million, respectively, was outstanding on the Sea Sound Apartments JV Loan.

Summarized financial information for Sea Sound Apartments JV is as follows:


	June 30,		December 31,
	2021		2020
BALANCE SHEET:
Investment in real estate	$	47,627	$	29,085
Cash and cash equivalents		52		15
Other assets		16		—
Total assets	$	47,695	$	29,100

Debt, net	$	26,043	$	8,378
Other liabilities		4,419		3,439
Equity		17,233		17,283
Total liabilities and equity	$	47,695	$	29,100


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
STATEMENTS OF OPERATIONS:
Total revenue	$	21	$	—	$	21	$	—
Total expenses		68		—		71		—
Net loss	$	(47)	$	—	$	(50)	$	—

Watersound Fountains Independent Living JV

WOSL, LLC (“Watersound Fountains Independent Living JV”) was created in April 2021. The Company entered into a JV agreement to develop, construct and manage a 148-unit independent senior living community in Watersound, Florida. The three JV parties are currently working together to construct the project. The community is located near the Watersound Origins residential community on land that was contributed to the JV by the Company in April 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. The project is currently under development with no income or loss impacting the condensed consolidated statements of income for the three and six months ended June 30, 2021. As of June 30, 2021, 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 18. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Summarized financial information for Watersound Fountains Independent Living JV is as follows:


	June 30,
	2021
BALANCE SHEET:
Investment in real estate	$	7,517
Cash and cash equivalents		6,740
Other assets		208
Total assets	$	14,465

Other liabilities	$	509
Equity		13,956
Total liabilities and equity	$	14,465

Pier Park TPS, LLC

Pier Park TPS, LLC (“Pier Park TPS JV”) was created in April 2018. The Company entered into a JV agreement to develop and operate a 124-room hotel in Panama City Beach, Florida. The hotel opened in May 2020. As of June 30, 2021 and December 31, 2020, 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.

Summarized financial information for Pier Park TPS JV is as follows:


	June 30,		December 31,
	2021		2020
BALANCE SHEETS:
Property and equipment, net	$	17,242	$	17,946
Cash and cash equivalents		3,259		1,705
Other assets		161		483
Total assets	$	20,662	$	20,134

Debt, net	$	13,977	$	14,090
Other liabilities		1,660		1,745
Equity		5,025		4,299
Total liabilities and equity	$	20,662	$	20,134


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
STATEMENTS OF OPERATIONS:
Total revenue	$	2,284	$	533	$	3,221	$	533
Expenses:
Cost of revenue		816		275		1,251		275
Other operating expenses		79		37		157		37
Depreciation and amortization		358		199		717		199
Total expenses		1,253		511		2,125		511
Operating income		1,031		22		1,096		22
Interest expense		(193)		(34)		(351)		(34)
Net income (loss)	$	838	$	(12)	$	745	$	(12)

SJBB, LLC

SJBB, LLC (“Busy Bee JV”) was created in July 2019, when the Company entered into a JV agreement to construct, own and manage a Busy Bee branded fuel station and convenience store in Panama City Beach, Florida. Construction of the fuel station and convenience store was completed in June 2020. As of June 30, 2021 and December 31, 2020, 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. See Note 18. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Summarized financial information for Busy Bee JV is as follows:


	June 30,		December 31,
	2021		2020
BALANCE SHEETS:
Property and equipment, net	$	8,313	$	8,466
Cash and cash equivalents		537		227
Other assets		887		717
Total assets	$	9,737	$	9,410

Debt, net	$	6,394	$	6,532
Other liabilities		487		506
Equity		2,856		2,372
Total liabilities and equity	$	9,737	$	9,410


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
STATEMENTS OF OPERATIONS:
Total revenue	$	4,806	$	—	$	7,598	$	—
Expenses:
Cost of revenue		3,779		—		6,026		—
Other operating expenses		555		43		1,017		49
Depreciation and amortization		116		—		231		—
Total expenses		4,450		43		7,274		49
Operating income (loss)		356		(43)		324		(49)
Other (expense) income:
Interest expense		(44)		(11)		(97)		(16)
Other (expense) income, net		(218)		—		256		—
Total other (expense) income		(262)		(11)		159		(16)
Net income (loss)	$	94	$	(54)	$	483	$	(65)

Watersound Management JV

Watersound Management, LLC was created in June 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. In addition, the Company and its JV partner each contributed cash of $0.1 million. As of June 30, 2021, 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.

Summarized financial information for Watersound Management JV is as follows:


	June 30,
	2021
BALANCE SHEET:
Cash and cash equivalents	$	102
Total assets	$	102

Equity	$	102
Total liabilities and equity	$	102

Three Months Ended June 30, 2021

Six Months Ended June 30, 2021

STATEMENTS OF INCOME:

Total revenue

Total expenses

Net income