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Joint Ventures

9 Months Ended

Sep. 30, 2023

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.

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 remaining 144 units of the 216-unit apartment community. The community is located on land that was contributed to the JV by the Company. As of September 30, 2023 and December 31, 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s partner is responsible for the construction activities of the JV and 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 Mexico Beach Crossings JV is a voting interest entity and that the Company has a majority voting interest as of September 30, 2023 and December 31, 2022.

The Lodge 30A JV

The Lodge 30A JV was formed in 2020, when the Company entered into a JV agreement to develop and operate a boutique hotel on Scenic County Highway 30A in Seagrove Beach, Florida. Construction of the 85-room hotel was completed in the first quarter of 2023. As of September 30, 2023 and December 31, 2022, the Company owned a 52.8% interest in the consolidated JV. A wholly-owned subsidiary of the Company manages the day-to-day operations of the hotel. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined The Lodge 30A JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2023 and December 31, 2022.

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. Construction of the 255-room hotel was completed in the second quarter of 2023. As of September 30, 2023 and December 31, 2022, the Company owned a 70.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company manages the day-to-day operations of the hotel. The Company has significant involvement in the project design and development, annual budgets and financing. The Company determined Pier Park Resort Hotel JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2023 and December 31, 2022.

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 September 30, 2023 and December 31, 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings Phase II JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2023 and December 31, 2022.

Watersound Closings JV

Watersound Closings JV was formed in 2019, when the Company entered into a JV agreement to own, operate and manage a real estate title insurance agency business. As of September 30, 2023 and December 31, 2022, the Company owned a 58.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company is the managing member of Watersound Closings JV and is responsible for the day-to-day activities of the business. As the manager of the JV, as well as the majority member, the Company has the power to direct all of the activities of the JV that most significantly impact economic performance. The Company determined Watersound Closings JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2023 and December 31, 2022.

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 September 30, 2023 and December 31, 2022, the Company owned an 87.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company’s JV partner is responsible for the day-to-day activities of the community. However, the Company approves all major decisions, including project development, annual budgets and financing. The Company determined Watercrest JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2023 and December 31, 2022.

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 apartment community near the entrance to the Watersound Origins residential community. As of September 30, 2023 and December 31, 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Watersound Origins Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2023 and December 31, 2022.

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 September 30, 2023 and December 31, 2022, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2023 and December 31, 2022.

Pier Park North JV

During 2012, the Company entered into a JV agreement with a partner to develop a retail center at Pier Park North. As of September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022.

Unconsolidated Joint Ventures

Investment in unconsolidated joint ventures includes the Company’s investment accounted for using the equity method. The following table presents detail of the Company’s investment in unconsolidated joint ventures and total outstanding debt of unconsolidated JVs:


	September 30,		December 31,
	2023		2022
Investment in unconsolidated joint ventures
Latitude Margaritaville Watersound JV	$	49,713	$	33,235
Sea Sound JV ^(a)		381		411
Watersound Fountains Independent Living JV		6,741		7,258
Pier Park TPS JV		1,255		1,451
Pier Park RI JV		6,156		4,263
Busy Bee JV		2,748		2,160
Electric Cart Watersound JV		878		703
Watersound Management JV		534		544
Total investment in unconsolidated joint ventures	$	68,406	$	50,025

Outstanding debt of unconsolidated JVs
Latitude Margaritaville Watersound JV^{(b) (c)}	$	10,771	$	30,001
Watersound Fountains Independent Living JV^(c)		34,684		21,327
Pier Park TPS JV^(c)		13,584		13,822
Pier Park RI JV		11,831		—
Busy Bee JV		5,799		6,010
Electric Cart Watersound JV ^(c)		4,394		923
Total outstanding debt of unconsolidated JVs	$	81,063	$	72,083

(a)	In November 2022, the Sea Sound JV sold its assets to an unrelated third party and no longer has activity from operations.

(b)	See Note 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.

(c)	See Note 18. Commitments and Contingencies for additional information related to outstanding debt.

The Company had approximately $17.0 million in cumulative undistributed earnings from its unconsolidated joint ventures with 50% or less ownership included within investment in unconsolidated joint ventures as of September 30, 2023. The Company's maximum exposure to loss due to involvement with the unconsolidated JVs as of September 30, 2023 was $120.7 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Equity in income (loss) from unconsolidated joint ventures
Latitude Margaritaville Watersound JV	$	8,762	$	2,181	$	18,566	$	2,504
Sea Sound JV^(a)		24		(59)		(30)		21
Watersound Fountains Independent Living JV^(b)		(215)		—		(518)		—
Pier Park TPS JV		(14)		114		(27)		217
Busy Bee JV		76		210		177		617
Electric Cart Watersound JV		61		17		175		(3)
Watersound Management JV		14		18		66		59
Total equity in income from unconsolidated joint ventures	$	8,708	$	2,481	$	18,409	$	3,415

(a)	In November 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.

(b)	The project is under construction.

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


	September 30, 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	$	134,311	^(a)	$	—	$	50,009	$	14,029	$	26,938	$	8,728	$	5,423	$	—	$	239,438
Cash and cash equivalents		12,306			637		147		1,085		22		866		677		79		15,819
Other assets		2,523			—		51		987		25		2,420		449		—		6,455
Total assets	$	149,140		$	637	$	50,207	$	16,101	$	26,985	$	12,014	$	6,549	$	79	$	261,712

LIABILITIES AND EQUITY
Debt, net	$	10,540		$	—	$	34,103	$	13,314	$	11,491	$	5,748	$	4,320	$	—	$	79,516
Accounts payable and other liabilities		68,223			1		3,574		277		3,181		799		508		—		76,563
Equity		70,377			636		12,530		2,510		12,313		5,467		1,721		79		105,633
Total liabilities and equity	$	149,140		$	637	$	50,207	$	16,101	$	26,985	$	12,014	$	6,549	$	79	$	261,712

(a)	Investment in real estate, net includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s historical cost basis and additional completed infrastructure improvements.

(b)	In November 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.


	December 31, 2022
	Latitude Margaritaville Watersound JV			Sea Sound JV^(b)		Watersound Fountains Independent Living JV		Pier Park TPS JV		Pier Park RI JV		Busy Bee JV		Electric Cart Watersound JV		Watersound Management JV		Total
ASSETS
Investment in real estate, net	$	125,231	^(a)	$	—	$	38,783	$	15,106	$	9,858	$	7,627	$	1,875	$	—	$	198,480
Cash and cash equivalents		10,633			327		190		775		580		1,081		259		98		13,943
Other assets		3,267			363		11		748		340		1,957		234		—		6,920
Total assets	$	139,131		$	690	$	38,984	$	16,629	$	10,778	$	10,665	$	2,368	$	98	$	219,343

LIABILITIES AND EQUITY
Debt, net	$	29,530		$	—	$	20,716	$	13,542	$	—	$	5,970	$	843	$	—	$	70,601
Accounts payable and other liabilities		76,506			5		4,776		186		2,252		376		147		—		84,248
Equity		33,095			685		13,492		2,901		8,526		4,319		1,378		98		64,494
Total liabilities and equity	$	139,131		$	690	$	38,984	$	16,629	$	10,778	$	10,665	$	2,368	$	98	$	219,343

(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 November 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 September 30, 2023
	Latitude Margaritaville Watersound JV^(a)		Sea Sound JV^(b)		Watersound Fountains Independent Living JV^(c)		Pier Park TPS JV		Pier Park RI JV ^(d)		Busy Bee JV			Electric Cart Watersound JV		Watersound Management JV			Total
Total revenue	$	92,133	$	—	$	—	$	1,371	$	—	$	5,331		$	919	$	513	$	100,267
Expenses:
Cost of revenue		70,095		—		—		865		—		4,919			786		484		77,149
Other operating expenses		4,370		(40)		393		—		—		—			7		—		4,730
Depreciation and amortization		80		—		6		361		—		133			2		—		582
Total expenses		74,545		(40)		399		1,226		—		5,052			795		484		82,461
Operating income (loss)		17,588		40		(399)		145		—		279			124		29		17,806
Other (expense) income:
Interest expense		(79)		—		(2)		(185)		—		(62)			(4)		—		(332)
Other income, net		16		—		—		11		—		212	^(e)		—		—		239
Total other (expense) income		(63)		—		(2)		(174)		—		150			(4)		—		(93)
Net income (loss)	$	17,525	$	40	$	(401)	$	(29)	$	—	$	429		$	120	$	29	$	17,713

(a)	The Latitude Margaritaville Watersound JV completed 189 home sale transactions during the three months ended September 30, 2023.

(b)	In November 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.

(c)	The project is under construction.

(d)	The project is under construction with no income or loss for the three months ended September 30, 2023.

(e)	Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.


	Three Months Ended September 30, 2022
	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	$	50,784	$	1,614	$	—	$	1,664	$	—	$	5,090		$	226	$	320	$	59,698
Expenses:
Cost of revenue		42,928		694		—		884		—		4,799			189		283		49,777
Other operating expenses		3,561		—		—		—		—		—			4		—		3,565
Depreciation and amortization		79		546		—		362		—		115			—		—		1,102
Total expenses		46,568		1,240		—		1,246		—		4,914			193		283		54,444
Operating income		4,216		374		—		418		—		176			33		37		5,254
Other (expense) income:
Interest expense		(56)		(470)		—		(189)		—		(41)			—		—		(756)
Other income (expense), net		4		(2)		—		7		—		293	^(d)		—		—		302
Total other (expense) income		(52)		(472)		—		(182)		—		252			—		—		(454)
Net income (loss)	$	4,164	$	(98)	$	—	$	236	$	—	$	428		$	33	$	37	$	4,800

(a)	The Latitude Margaritaville Watersound JV completed 117 home sale transactions during the three months ended September 30, 2022.

(b)	In November 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 September 30, 2022.

(d)	Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.


	Nine Months Ended September 30, 2023
	Latitude Margaritaville Watersound JV^(a)		Sea Sound JV^(b)		Watersound Fountains Independent Living JV ^(c)		Pier Park TPS JV		Pier Park RI JV ^(d)		Busy Bee JV			Electric Cart Watersound JV		Watersound Management JV			Total
Total revenue	$	249,404	$	—	$	—	$	4,005	$	—	$	13,823		$	2,396	$	1,382	$	271,010
Expenses:
Cost of revenue		199,402		—		—		2,445		—		13,176			2,013		1,250		218,286
Other operating expenses		12,431		53		952		—		—		—			23		—		13,459
Depreciation and amortization		240		—		8		1,082		—		368			7		—		1,705
Total expenses		212,073		53		960		3,527		—		13,544			2,043		1,250		233,450
Operating income (loss)		37,331		(53)		(960)		478		—		279			353		132		37,560
Other (expense) income:
Interest expense		(239)		—		(2)		(554)		—		(132)			(11)		—		(938)
Other income, net		40		—		—		21		—		180	^(e)		—		—		241
Total other (expense) income		(199)		—		(2)		(533)		—		48			(11)		—		(697)
Net income (loss)	$	37,132	$	(53)	$	(962)	$	(55)	$	—	$	327		$	342	$	132	$	36,863

(a)	The Latitude Margaritaville Watersound JV completed 502 home sale transactions during the nine months ended September 30, 2023.

(b)	In November 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations.

(c)	The project is under construction.

(d)	The project is under construction with no income or loss for the nine months ended September 30, 2023.

(e)	Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.


	Nine Months Ended September 30, 2022
	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	$	82,528	$	4,312	$	—	$	4,577	$	—	$	14,399		$	226	$	864	$	106,906
Expenses:
Cost of revenue		68,468		1,629		—		2,501		—		13,661			218		746		87,223
Other operating expenses		8,949		—		—		—		—		—			13		—		8,962
Depreciation and amortization		229		1,509		—		1,087		—		344			—		—		3,169
Total expenses		77,646		3,138		—		3,588		—		14,005			231		746		99,354
Operating income (loss)		4,882		1,174		—		989		—		394			(5)		118		7,552
Other (expense) income:
Interest expense		(166)		(1,131)		—		(566)		—		(132)			—		—		(1,995)
Other income (expense), net		4		(7)		—		11		—		995	^(d)		—		—		1,003
Total other (expense) income		(162)		(1,138)		—		(555)		—		863			—		—		(992)
Net income (loss)	$	4,720	$	36	$	—	$	434	$	—	$	1,257		$	(5)	$	118	$	6,560

(a)	The Latitude Margaritaville Watersound JV completed 200 home sale transactions during the nine months ended September 30, 2022.

(b)	In November 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 nine months ended September 30, 2022.

(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. The town square amenities opened in June 2023. As of September 30, 2023, the Latitude Margaritaville Watersound JV had 632 homes under contract and has completed 865 home sale transactions of the total estimated 3,500 homes planned in the community. As of September 30, 2023 and December 31, 2022, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $49.7 million and $33.2 million, respectively, which includes the net present value of the land contribution, cash contributions, additional completed infrastructure improvements and equity in income, less the pro-rata return of land contribution. 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 September 30, 2023, the Company completed $8.0 million of the agreed upon infrastructure improvements. As of September 30, 2023 and December 31, 2022, the Company owned a 50.0% voting interest in the JV. The Company’s unimproved land contribution and agreed upon infrastructure improvements are being returned at an average of $10,000 per home, as each home is sold by the JV.

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 September 30, 2023 and December 31, 2022, there was no balance outstanding on the Latitude JV Note. Future advances, if any, will be repaid by the JV as each home is sold. See Note 18. Commitments and Contingencies 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.

Sea Sound JV

FDSJ Eventide, LLC (“Sea Sound JV”) was formed in 2020. The Company entered into a JV agreement to develop, construct and manage a 300-unit apartment community near the Breakfast Point residential community in Panama City Beach, Florida. Construction of the community was completed in the first quarter of 2022. As of September 30, 2023 and December 31, 2022, the Company owned a 60.0% interest in the JV. In November 2022, the Sea Sound JV sold its assets to a third party and no longer has activity from operations. The Sea Sound JV had a contingent gain related to the sale for a $0.5 million indemnity holdback liability, which was received in October 2023. The Company has determined that Sea Sound JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Sea Sound JV is accounted for using the equity method.

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 three JV parties are working together to develop and construct the project. As of September 30, 2023 and December 31, 2022, the Company owned a 53.8% interest in the JV. The Company’s partners are responsible for the day-to-day activities of the JV. The Company has determined that Watersound Fountains Independent Living JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Watersound Fountains Independent Living JV is accounted for using the equity method. See Note 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 September 30, 2023 and December 31, 2022, the Company owned a 50.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park TPS JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park TPS JV is accounted for using the equity method. See Note 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 May 2022. The Company entered into a JV agreement to develop and operate a 121-room hotel in Panama City Beach, Florida. The JV parties are working together to develop and construct the project. The hotel is located on land that was contributed to the JV by the Company in September 2022, with a fair value of $1.8 million. In addition, as of September 30, 2023, the Company has contributed cash and impact fees of $4.4 million, and the JV partner contributed cash of $6.2 million. As of September 30, 2023 and December 31, 2022, the Company owned a 50.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park RI JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park TPS JV is accounted for using the equity method. In September 2022, the JV entered into a $25.0 million loan (the “Pier Park RI JV Loan”). The Pier Park RI JV Loan bears interest at SOFR plus 2.5% and matures in August 2025. The Pier Park RI JV Loan includes an option for a fixed rate conversion and two options to extend the maturity date by twenty-four months each, upon satisfaction of certain terms and conditions. The loan is secured by real property and certain other security interests. The Company’s JV partner is the sole guarantor and receives a fee related to the guarantee from the Company based on the Company’s ownership percentage. As of September 30, 2023, $11.8 million was outstanding on the Pier Park RI JV Loan. As of December 31, 2022, there was no principal balance outstanding on the Pier Park RI JV Loan.

Busy Bee JV

SJBB, LLC (“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 September 30, 2023 and December 31, 2022, the Company owned a 50.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Busy Bee JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in the Busy Bee JV is accounted for using the equity method. In 2019, the JV, entered into a $5.4 million construction loan (the “Busy Bee JV Construction Loan”) and a $1.2 million equipment loan (the “Busy Bee JV Equipment Loan”). The Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan bear interest at SOFR plus 1.6%. The Busy Bee JV Construction Loan provides for monthly principal and interest payments with a final balloon payment at maturity in November 2035. The Busy Bee JV Equipment Loan provides for monthly principal and interest payments through maturity in November 2027. The loans are secured by real and personal property and certain other security interests. The Company’s JV partner is the sole guarantor and receives a fee related to the guarantee from the Company based on the Company’s ownership percentage. The Busy Bee JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR for the Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan. The Busy Bee JV Construction Loan interest rate swap matures in November 2035 and fixed the variable rate debt, initially at $5.4 million amortizing to $2.8 million at swap maturity, to a rate of 2.7%. The Busy Bee JV Equipment Loan interest rate swap matures in November 2027 and fixed the variable rate debt, initially at $1.2 million to maturity, to a rate of 2.1%. Effective July 1, 2023, the benchmark interest rate index based on LIBOR transitioned to SOFR. As of both September 30, 2023 and December 31, 2022, $5.0 million, was outstanding on the Busy Bee JV Construction Loan. As of September 30, 2023 and December 31, 2022, $0.8 million and $0.9 million, respectively, was outstanding on the Busy Bee JV Equipment Loan.

Electric Cart Watersound JV

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 Bay County, Florida. The 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 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 September 30, 2023 and December 31, 2022, the Company owned a 51% interest in the JV. The Company is responsible for the construction activities of the JV and 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 September 30, 2023 and December 31, 2022, the Electric Cart Watersound JV had $2.4 million and $1.7 million, respectively, of floorplan line of credit facilities to finance its golf cart and LSV inventory, which are secured by the JV. Borrowings under the line of credit facility bear interest at various rates based on the number of days outstanding after an interest free period ranging from three to six months. As of September 30, 2023 and December 31, 2022, the JV had an outstanding principal balance of $0.4 million and $0.1 million, respectively, on these line of credit facilities. See Note 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. As of September 30, 2023 and December 31, 2022, the Company owned a 50.0% interest in the JV. The day-to-day activities of the JV are being managed through a board of managers, with each JV partner having equal voting rights. The Company has determined that Watersound Management JV is a voting interest entity, but that the Company

does not have a majority voting interest. The Company’s investment in Watersound Management JV is accounted for using the equity method.