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Joint Ventures
6 Months Ended
Jun. 30, 2022
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 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 10. Debt, Net and Note 19. Commitments and Contingencies for additional information.

Consolidated Joint Ventures

Mexico Beach Crossings JV

Mexico Beach Crossings JV was formed in January 2022, when the Company entered into a JV agreement to develop, manage and lease apartments in Mexico Beach, Florida. The JV parties are working together to develop and construct the 216-unit apartment community. The community is located on land that was contributed to the JV by the Company. As of June 30, 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s partner is currently responsible for the construction activities of the JV, but once operational, Watersound Management, LLC (“Watersound Management JV”), the Company’s unconsolidated JV, will be 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 Mexico Beach Crossings JV is a voting interest entity and that the Company has a majority voting interest as of June 30, 2022.

The Lodge 30A JV

The Lodge 30A JV was formed 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 June 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

Pier Park Resort Hotel JV

Pier Park Resort Hotel JV was formed 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 June 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

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 apartment community in the Pier Park area of Panama City Beach, Florida. As of June 30, 2022 and December 31, 2021, 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 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, 2022 and December 31, 2021.

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 June 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

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 June 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

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 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 June 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

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 apartment community in the Pier Park area of Panama City Beach, Florida. As of June 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

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 June 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

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:

    

June 30, 

    

December 31, 

2022

2021

Investment in unconsolidated joint ventures

 

  

 

  

Latitude Margaritaville Watersound JV

$

30,627

$

30,040

Sea Sound JV

10,413

10,333

Watersound Fountains Independent Living JV

7,508

7,508

Pier Park TPS JV

 

2,306

 

1,961

Busy Bee JV

 

2,028

 

1,621

Electric Cart Watersound JV (a)

665

Watersound Management JV

539

564

Total investment in unconsolidated joint ventures

$

54,086

$

52,027

 

  

 

  

Outstanding debt of unconsolidated JVs

Latitude Margaritaville Watersound JV (b) (c)

$

19,658

$

7,147

Sea Sound JV

38,742

35,047

Watersound Fountains Independent Living JV (c)

11,379

66

Pier Park TPS JV (c)

13,974

14,124

Busy Bee JV

6,164

6,317

Total outstanding debt of unconsolidated JVs

$

89,917

$

62,701

(a)JV was formed in February 2022.
(b)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.
(c)See Note 19. Commitments and Contingencies for additional information.

The Company's maximum exposure to loss due to involvement in the unconsolidated joint ventures as of June 30, 2022 was $78.8 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:

Three Months Ended June 30, 

Six Months Ended June 30, 

2022

2021

2022

2021

Equity in income (loss) from unconsolidated joint ventures

Latitude Margaritaville Watersound JV

$

945

$

(959)

$

322

$

(1,601)

Sea Sound JV

97

(31)

80

(33)

Pier Park TPS JV

178

419

103

372

Busy Bee JV

210

(31)

407

191

Electric Cart Watersound JV (a)

(19)

(19)

Watersound Management JV

19

1

41

1

Total equity in income (loss) from unconsolidated joint ventures

$

1,430

$

(601)

$

934

$

(1,070)

(a)JV was formed in February 2022.

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

June 30, 2022

Latitude Margaritaville Watersound JV

Sea Sound JV

Watersound Fountains Independent Living JV

Pier Park TPS JV

Busy Bee JV

Electric Cart Watersound JV

Watersound Management JV

Total

ASSETS

Investment in real estate

$

98,131

(a)

$

53,695

$

29,944

$

15,829

$

7,776

$

1,469

$

$

206,844

Cash and cash equivalents

8,053

2,709

160

2,403

947

598

69

14,939

Other assets

2,145

193

10

485

2,098

15

19

4,965

Total assets

$

108,329

$

56,597

$

30,114

$

18,717

$

10,821

$

2,082

$

88

$

226,748

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Debt, net

$

19,417

$

38,627

$

10,747

$

13,685

$

6,114

$

$

$

88,590

Other liabilities

62,953

579

5,411

431

659

854

70,887

Equity

25,959

17,391

13,956

4,601

4,048

1,228

88

67,271

Total liabilities and equity

$

108,329

$

56,597

$

30,114

$

18,717

$

10,821

$

2,082

$

88

$

226,748

(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.

December 31, 2021

Latitude Margaritaville Watersound JV

Sea Sound JV

Watersound Fountains Independent Living JV

Pier Park TPS JV

Busy Bee JV

Electric Cart Watersound JV (b)

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)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)JV was formed in February 2022.

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

Three Months Ended June 30, 2022

Latitude Margaritaville Watersound JV

Sea Sound JV

Watersound Fountains Independent Living JV (a)

Pier Park TPS JV

Busy Bee JV

Electric Cart Watersound JV

Watersound Management JV

Total

Total revenue

$

24,605

$

1,543

$

$

1,788

$

5,678

$

$

292

$

33,906

Expenses:

Cost of revenue

19,814

476

783

4,782

254

26,109

Other operating expenses

2,806

74

99

570

39

3,588

Depreciation and amortization

94

482

363

115

1,054

Total expenses

22,714

1,032

1,245

5,467

39

254

30,751

Operating income (loss)

1,891

511

543

211

(39)

38

3,155

Other (expense) income:

Interest expense

(111)

(349)

(190)

(46)

(696)

Other income, net

3

304

307

Total other (expense) income

(111)

(349)

(187)

258

(389)

Net income (loss)

$

1,780

$

162

$

$

356

$

469

$

(39)

$

38

$

2,766

(a)The project is under construction with no income or loss for the three months ended June 30, 2022.

Three Months Ended June 30, 2021

Latitude Margaritaville Watersound JV

Sea Sound JV

Watersound Fountains Independent Living JV (a)

Pier Park TPS JV

Busy Bee JV

Electric Cart Watersound JV (b)

Watersound Management JV

Total

Total revenue

$

$

21

$

$

2,284

$

4,806

$

$

62

$

7,173

Expenses:

Cost of revenue

816

3,779

60

4,655

Other operating expenses

1,738

68

79

555

2,440

Depreciation and amortization

60

358

116

534

Total expenses

1,798

68

1,253

4,450

60

7,629

Operating (loss) income

(1,798)

(47)

1,031

356

2

(456)

Other (expense) income:

Interest expense

(40)

(193)

(44)

(277)

Other expense, net

(218)

(218)

Total other expense

(40)

(193)

(262)

(495)

Net (loss) income

$

(1,838)

$

(47)

$

$

838

$

94

$

$

2

$

(951)

(a)The project was under construction with no income or loss for the three months ended June 30, 2021.
(b)The JV was formed in February 2022.

Six Months Ended June 30, 2022

Latitude Margaritaville Watersound JV

Sea Sound JV

Watersound Fountains Independent Living JV (a)

Pier Park TPS JV

Busy Bee JV

Electric Cart Watersound JV

Watersound Management JV

Total

Total revenue

$

31,745

$

2,697

$

$

2,912

$

9,382

$

$

544

$

47,280

Expenses:

Cost of revenue

25,540

909

1,415

7,928

462

36,254

Other operating expenses

5,387

161

192

1,006

39

6,785

Depreciation and amortization

150

833

725

230

1,938

Total expenses

31,077

1,903

2,332

9,164

39

462

44,977

Operating income (loss)

668

794

580

218

(39)

82

2,303

Other (expense) income:

Interest expense

(111)

(661)

(377)

(91)

(1,240)

Other income, net

4

702

706

Total other (expense) income

(111)

(661)

(373)

611

(534)

Net income (loss)

$

557

$

133

$

$

207

$

829

$

(39)

$

82

$

1,769

(a)The project is under construction with no income or loss for the six months ended June 30, 2022.

Six Months Ended June 30, 2021

Latitude Margaritaville Watersound JV

Sea Sound JV

Watersound Fountains Independent Living JV (a)

Pier Park TPS JV

Busy Bee JV

Electric Cart Watersound JV (b)

Watersound Management JV

Total

Total revenue

$

$

21

$

$

3,221

$

7,598

$

$

62

$

10,902

Expenses:

Cost of revenue

1,251

6,026

60

7,337

Other operating expenses

2,937

71

157

1,017

4,182

Depreciation and amortization

60

717

231

1,008

Total expenses

2,997

71

2,125

7,274

60

12,527

Operating (loss) income

(2,997)

(50)

1,096

324

2

(1,625)

Other (expense) income:

Interest expense

(80)

(351)

(97)

(528)

Other income, net

256

256

Total other (expense) income

(80)

(351)

159

(272)

Net (loss) income

$

(3,077)

$

(50)

$

$

745

$

483

$

$

2

$

(1,897)

(a)The project was under construction with no income or loss for the six months ended June 30, 2021.
(b)The JV was formed in February 2022.

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 and town center amenities. As of June 30, 2022, the Latitude Margaritaville Watersound JV had 605 homes under contract and has completed 130 home sale transactions of the total estimated 3,500 homes in the community. 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 June 30, 2022 and December 31, 2021, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $30.6 million and $30.0 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 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 June 30, 2022, the Company completed $5.6 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. As of June 30, 2022 and December 31, 2021, 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 (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 June 30, 2022, there was no balance outstanding on the Latitude JV Note. As of December 31, 2021, $7.1 million was outstanding on the Latitude JV Note. Future advances, if any, 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 19. Commitments and Contingencies for additional information related to the guaranty by the Company.

Sea Sound JV

FDSJ Eventide, LLC (“Sea Sound JV”) was formed in January 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 June 30, 2022 and December 31, 2021, 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 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 is accounted for using the equity method. In January 2020, the JV entered into a $40.3 million loan (the “Sea Sound JV Loan”). The Sea Sound JV Loan bears interest at LIBOR plus 2.2% and matures in January 2024. The 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 JV Loan. As of June 30, 2022 and December 31, 2021, $38.7 million and $35.0 million, respectively, was outstanding on the Sea Sound JV Loan.

Watersound Fountains Independent Living JV

WOSL, LLC (“Watersound Fountains Independent Living JV”) was formed in April 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 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 June 30, 2022 and 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 19. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Pier Park TPS, LLC

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 June 30, 2022 and December 31, 2021, 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 19. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Pier Park RI, LLC

Pier Park RI, LLC (“Pier Park RI JV”) 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. As of June 30, 2022, the JV did not have activity. The land transfer and capital contributions from the JV parties are expected to occur in the third quarter of 2022. As of June 30, 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 voting interest entity, but that the Company does not have a majority voting interest. The Company’s investment in Pier Park TPS JV is accounted for using the equity method.

SJBB, LLC

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 in Panama City Beach, Florida. As of June 30, 2022 and December 31, 2021, 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 November 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 LIBOR plus 1.5%. 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 the real and personal property, assignment of rents and leases and a security interest in the construction contract and management agreement. 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 LIBOR for the Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan. The Busy Bee JV Construction Loan interest rate swap was effective November 12, 2020 and matures on November 12, 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 was effective November 12, 2020 and matures on November 12, 2027 and fixed the variable rate debt, initially at $1.2 million to maturity, to a rate of 2.1%. As of June 30, 2022 and December 31, 2021, $5.2 million and $5.3 million, was outstanding on the Busy Bee JV Construction Loan. As of June 30, 2022 and December 31, 2021, $1.0 million and $1.1 million, respectively, was outstanding on the Busy Bee JV Equipment Loan.

SJECC, LLC

SJECC, LLC (“Electric Cart Watersound JV”) 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 Panama City Beach, Florida. This land was contributed to the JV by the Company in February 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 Watersound West Bay Center location is currently under development. The JV is operating from temporary facilities. An additional sales showroom will be located at the Watersound Town Center near the Watersound Origins residential community on property to be leased to the JV by the Company. As of June 30, 2022, the Company owned a 51% interest in the JV. The Company is currently responsible for the construction activities of the JV, but once operational, the Company’s JV partner will manage 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.

Watersound Management JV

Watersound Management, LLC was formed 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 June 30, 2022 and 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.