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. 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 11. Debt, Net and Note 20. Commitments and Contingencies for additional information.

30A Greenway Hotel, LLC was created in July 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 JV parties are working together to develop and construct the 85-room hotel. As of December 31, 2021 and 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 December 31, 2021 and 2020.

Pier Park Resort Hotel, LLC was created in April 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 JV parties are working together to develop and construct the 255-room hotel. As of December 31, 2021 and 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 December 31, 2021 and 2020.

Pier Park Crossings Phase II LLC was created in October 2019, when the Company entered into a JV agreement to develop, manage and lease apartments in the Pier Park area of Panama City Beach, Florida. Construction of the 120-unit apartment community was completed in December 2020. As of December 31, 2021 and 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 community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings II JV is a VIE and that the Company is the VIE’s primary beneficiary as of December 31, 2021 and 2020.

Watersound Closings & Escrow, LLC, 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 December 31, 2021 and 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 December 31, 2021 and 2020.

SJWCSL, LLC was created in May 2019, when the Company entered into a JV agreement to develop and operate a senior living community in Santa Rosa Beach, Florida. Construction of the 107-unit community was completed in the fourth quarter of 2020. As of December 31, 2021 and 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 December 31, 2021 and 2020.

Origins Crossings, LLC was created in January 2019, when the Company entered into a JV agreement to develop, manage and lease apartments near the entrance to the Watersound Origins residential community. Construction of the 217-unit apartment community was completed in the fourth quarter of 2021. As of December 31, 2021 and 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 December 31, 2021 and 2020.

Pier Park Crossings LLC was created in April 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, 2021 and 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 December 31, 2021 and 2020.

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

(d)	See Note 20. Commitments and Contingencies for additional information.

The Company's maximum exposure to loss due to involvement with the unconsolidated joint ventures as of December 31, 2021, was $69.0 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 (loss) income from unconsolidated joint ventures:


	Year Ended December 31,
	2021		2020		2019
Equity in (loss) income from unconsolidated joint ventures
Latitude Margaritaville Watersound JV	$	(1,861)	$	(524)	$	(71)
Sea Sound Apartments JV^(a)		(15)		—		—
Pier Park TPS JV		551		(112)		(6)
Busy Bee JV		441		(30)		—
Watersound Management JV^(b)		19		—		—
Total equity in loss from unconsolidated joint ventures	$	(865)	$	(666)	$	(77)

(a)	JV was formed in January 2020.

(b)	JV was formed in June 2021.

Summarized balance sheets for the Company’s unconsolidated JVs are as follows:


	December 31, 2021
	Latitude Margaritaville Watersound JV			Sea Sound Apartments JV		Watersound Fountains Independent Living JV		Pier Park TPS JV		Busy Bee JV		Watersound Management JV		Total
ASSETS
Investment in real estate	$	54,034	^(a)	$	53,775	$	17,003	$	16,561	$	8,005	$	—	$	149,378
Cash and cash equivalents		12,541			760		240		1,913		855		138		16,447
Other assets		1,761			210		187		433		1,044		—		3,635
Total assets	$	68,336		$	54,745	$	17,430	$	18,907	$	9,904	$	138	$	169,460

LIABILITIES AND EQUITY
Debt, net	$	7,147		$	34,834	$	66	$	13,839	$	6,256	$	—	$	62,142
Other liabilities		36,419			2,653		3,408		1,147		405		—		44,032
Equity		24,770			17,258		13,956		3,921		3,243		138		63,286
Total liabilities and equity	$	68,336		$	54,745	$	17,430	$	18,907	$	9,904	$	138	$	169,460

(a)	As of December 31, 2021, 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 $4.8 million.


	December 31, 2020
	Latitude Margaritaville Watersound JV			Sea Sound Apartments JV		Watersound Fountains Independent Living JV^(b)		Pier Park TPS JV		Busy Bee JV		Watersound Management JV^(c)		Total
ASSETS
Investment in real estate	$	18,255	^(a)	$	29,085	$	—	$	17,946	$	8,466	$	—	$	73,752
Cash and cash equivalents		1,603			15		—		1,705		227		—		3,550
Other assets		136			—		—		483		717		—		1,336
Total assets	$	19,994		$	29,100	$	—	$	20,134	$	9,410	$	—	$	78,638

LIABILITIES AND EQUITY
Debt, net	$	2,844		$	8,378	$	—	$	14,090	$	6,532	$	—	$	31,844
Other liabilities		1,794			3,439		—		1,745		506		—		7,484
Equity		15,356			17,283		—		4,299		2,372		—		39,310
Total liabilities and equity	$	19,994		$	29,100	$	—	$	20,134	$	9,410	$	—	$	78,638

(a)	As of 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 $1.8 million.

(b)	JV was formed in April 2021.

(c)	JV was formed in June 2021.

Summarized statements of operations for the Company’s unconsolidated JVs are as follows:


	Year Ended December 31, 2021
	Latitude Margaritaville Watersound JV		Sea Sound Apartments JV		Watersound Fountains Independent Living JV^(a)		Pier Park TPS JV		Busy Bee JV		Watersound Management JV			Total

Total revenue	$	18,653	$	1,012	$	—	$	6,474	$	16,229	$	511	$	42,879
Expenses:
Cost of revenue		14,931		432		—		2,663		12,958		473		31,457
Other operating expenses		6,802		61		—		302		1,946		—		9,111
Depreciation and amortization		396		343		—		1,434		461		—		2,634
Total expenses		22,129		836		—		4,399		15,365		473		43,202
Operating (loss) income		(3,476)		176		—		2,075		864		38		(323)
Other (expense) income:
Interest expense		—		(201)		—		(735)		(192)		—		(1,128)
Other income, net		—		—		—		5		198		—		203
Total other (expense) income		—		(201)		—		(730)		6		—		(925)
Net (loss) income	$	(3,476)	$	(25)	$	—	$	1,345	$	870	$	38	$	(1,248)

(a)	The project is under construction with no income or loss impacting the consolidated statement of income for the year ended December 31, 2021.


	Year Ended December 31, 2020
	Latitude Margaritaville Watersound JV		Sea Sound Apartments JV^(a)		Watersound Fountains Independent Living JV^(b)		Pier Park TPS JV		Busy Bee JV		Watersound Management JV^(c)		Total

Total revenue	$	—	$	—	$	—	$	2,338	$	5,846	$	—	$	8,184
Expenses:
Cost of revenue		—		—		—		1,209		4,364		—		5,573
Other operating expenses		980		—		—		161		1,057		—		2,223
Depreciation and amortization		25		—		—		962		229				1,191
Total expenses		1,005		—		—		2,332		5,650		—		8,987
Operating (loss) income		(1,005)		—		—		6		196		—		(803)
Other expense:
Interest expense		—		—		—		(230)		(99)		—		(329)
Other expense, net		—		—		—		—		(145)		—		(145)
Total other expense		—		—		—		(230)		(244)		—		(474)
Net loss	$	(1,005)	$	—	$	—	$	(224)	$	(48)	$	—	$	(1,277)

(a)	The project is under construction with no income or loss impacting the consolidated statement of income for the year ended December 31, 2020.

(b)	JV was formed in April 2021.

(c)	JV was formed in June 2021.


	Year Ended December 31, 2019
	Latitude Margaritaville Watersound JV		Sea Sound Apartments JV^(a)		Watersound Fountains Independent Living JV^(b)		Pier Park TPS JV		Busy Bee JV^(c)		Watersound Management JV^(d)		Total

Total revenue	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total expenses		142		—		—		—		—		—		142
Operating loss		(142)		—		—		—		—		—		(142)
Total other expense		—		—		—		(13)		—		—		(13)
Net loss	$	(142)	$	—	$	—	$	(13)	$	—	$	—	$	(155)

(a)	JV was formed in January 2020.

(b)	JV was formed in April 2021.

(c)	The project was under construction with no income or loss impacting the consolidated statement of income for the year ended December 31, 2019.

(d)	JV was formed in June 2021.

Latitude Margaritaville Watersound JV

LMWS, LLC 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 initial phases of the community. Construction is underway on customer homes and town center amenities. During the year ended December 31, 2021, the Latitude Margaritaville Watersound JV completed 47 home sale transactions. 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 total $35.0 million. As of December 31, 2021 and 2020, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $30.0 million and $24.3 million, respectively, which includes the net present

value of the land contribution, cash contributions, additional completed infrastructure improvements, equity in loss, return of land contribution and interest related to the revolving promissory note receivable. The initial net present value of the land contribution of $16.6 million, was based on the Company’s best estimate of the prevailing market rates for the source of credit using an imputed interest rate of 5.8% 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 December 31, 2021, the Company completed $4.8 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 December 31, 2021 and 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 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 to the Latitude Margaritaville Watersound JV, as borrower, to finance the development of the pod-level, non-spine infrastructure, which is being 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 20. Commitments and Contingencies for additional information related to the guaranty by the Company.

Sea Sound Apartments JV

FDSJ Eventide, LLC 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 working together to develop and construct the remaining 86 units of the 300-unit apartment community. The community is located near the Breakfast Point residential communities 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 December 31, 2021 and 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 2.2% 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 December 31, 2021 and 2020, $35.0 million and $8.8 million, respectively, was outstanding on the Sea Sound Apartments JV Loan.

Watersound Fountains Independent Living JV

WOSL, LLC was created in April 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 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. As of December 31, 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 20. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Pier Park TPS JV

Pier Park TPS, LLC 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 December 31, 2021 and 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 20. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Busy Bee JV

SJBB, LLC 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 December 31, 2021 and 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 20. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

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 less than $0.1 million. As of December 31, 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.