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 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 Debt, Net Commitments and Contingencies 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 2022 and December 31, 2021. Pier Park Crossings Phase II JV Pier Park Crossings Phase II JV was formed in October 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 March 31, 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 March 31, 2022 and December 31, 2021. Watersound Closings JV Watersound Closings JV was formed 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 March 31, 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 March 31, 2022 and December 31, 2021. Watercrest JV Watercrest JV was formed in May 2019, when the Company entered into a JV agreement to develop and operate a 107-unit senior living community in Santa Rosa Beach, Florida. As of March 31, 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 March 31, 2022 and December 31, 2021. Watersound Origins Crossings JV Watersound Origins Crossings JV was formed 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 March 31, 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 March 31, 2022 and December 31, 2021. Pier Park Crossings JV Pier Park Crossings JV was formed 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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: March 31, December 31, 2022 2021 Investment in unconsolidated joint ventures Latitude Margaritaville Watersound JV $ 29,583 $ 30,040 Sea Sound Apartments JV 10,316 10,333 Watersound Fountains Independent Living JV 7,508 7,508 Pier Park TPS JV 2,169 1,961 Busy Bee JV 1,819 1,621 Electric Cart Watersound JV (a) 685 — Watersound Management JV 542 564 Total investment in unconsolidated joint ventures $ 52,622 $ 52,027 Outstanding debt of unconsolidated JVs Latitude Margaritaville Watersound JV (b) $ 15,674 $ 7,147 Sea Sound Apartments JV 35,905 35,047 Watersound Fountains Independent Living JV 7,287 66 Pier Park TPS JV 14,050 14,124 Busy Bee JV 6,241 6,317 Total outstanding debt of unconsolidated JVs (c) $ 79,157 $ 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 with the unconsolidated joint ventures as of March 31, 2022 was $74.1 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 (loss) income from unconsolidated JVs: Three Months Ended March 31, 2022 2021 Equity in (loss) income from unconsolidated joint ventures Latitude Margaritaville Watersound JV $ (623) $ (642) Sea Sound Apartments JV (17) (2) Pier Park TPS JV (74) (46) Busy Bee JV 197 222 Watersound Management JV (a) 22 — Total equity in loss from unconsolidated joint ventures $ (495) $ (468) (a) JV was formed in June 2021. Summarized balance sheets for the Company’s unconsolidated JVs are as follows: March 31, 2022 Latitude Margaritaville Watersound JV Sea Sound Apartments 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 $ 78,274 (a) $ 54,180 $ 24,503 $ 16,190 $ 7,891 $ 894 $ — $ 181,932 Cash and cash equivalents 8,777 1,511 243 1,897 765 712 94 13,999 Other assets 1,835 268 10 455 1,434 20 — 4,022 Total assets $ 88,886 $ 55,959 $ 24,756 $ 18,542 $ 10,090 $ 1,626 $ 94 $ 199,953 LIABILITIES AND EQUITY Debt, net $ 15,378 $ 35,740 $ 7,287 $ 13,768 $ 6,185 $ — $ — $ 78,358 Other liabilities 49,705 2,989 3,513 444 326 360 — 57,337 Equity 23,803 17,230 13,956 4,330 3,579 1,266 94 64,258 Total liabilities and equity $ 88,886 $ 55,959 $ 24,756 $ 18,542 $ 10,090 $ 1,626 $ 94 $ 199,953 (a) As of March 31, 2022, investment in real estate includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s initial historical cost basis of $1.3 million and additional completed infrastructure improvements of $5.1 million. December 31, 2021 Latitude Margaritaville Watersound JV Sea Sound Apartments 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) As of December 31, 2021, investment in real estate includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s initial historical cost basis of $1.3 million and additional completed infrastructure improvements of $4.8 million. (b) JV was formed in February 2022. Summarized statements of operations for the Company’s unconsolidated JVs are as follows: Three Months Ended March 31, 2022 Latitude Margaritaville Watersound JV Sea Sound Apartments JV Watersound Fountains Independent Living JV (a) Pier Park TPS JV Busy Bee JV Electric Cart Watersound JV (a) Watersound Management JV Total Total revenue $ 7,140 $ 1,154 $ — $ 1,124 $ 3,704 $ — $ 252 $ 13,374 Expenses: Cost of revenue 5,726 433 — 632 3,146 — 208 10,145 Other operating expenses 2,581 87 — 93 436 — — 3,197 Depreciation and amortization 56 351 — 362 115 — — 884 Total expenses 8,363 871 — 1,087 3,697 — 208 14,226 Operating (loss) income (1,223) 283 — 37 7 — 44 (852) Other (expense) income: Interest expense — (312) — (187) (45) — — (544) Other income, net — — — 1 398 — — 399 Total other (expense) income — (312) — (186) 353 — — (145) Net (loss) income $ (1,223) $ (29) $ — $ (149) $ 360 $ — $ 44 $ (997) (a) The project is under construction with no income or loss for the three months ended March 31, 2022. Three Months Ended March 31, 2021 Latitude Margaritaville Watersound JV Sea Sound Apartments JV Watersound Fountains Independent Living JV (a) Pier Park TPS JV Busy Bee JV Electric Cart Watersound JV (b) Watersound Management JV (c) Total Total revenue $ — $ — $ — $ 937 $ 2,792 $ — $ — $ 3,729 Expenses: Cost of revenue — — — 435 2,247 — — 2,682 Other operating expenses 1,239 3 — 78 462 — — 1,782 Depreciation and amortization — — — 358 115 — — 473 Total expenses 1,239 3 — 871 2,824 — — 4,937 Operating (loss) income (1,239) (3) — 66 (32) — — (1,208) Other (expense) income: Interest expense — — — (158) (53) — — (211) Other income, net — — — — 474 — — 474 Total other (expense) income — — — (158) 421 — — 263 Net (loss) income $ (1,239) $ (3) $ — $ (92) $ 389 $ — $ — $ (945) (a) The JV was formed in April 2021. (b) The JV was formed in February 2022. (c) The JV was formed in June 2021. Latitude Margaritaville Watersound JV LMWS, LLC (“Latitude Margaritaville Watersound JV”) was formed in June 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 March 31, 2022, the Latitude Margaritaville Watersound JV had 527 homes under contract and has completed 65 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 March 31, 2022 and December 31, 2021, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $29.6 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 March 31, 2022, the Company completed $5.1 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 March 31, 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 t owards the development and construction of the main spine infrastructure and amenities. 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 March 31, 2022, there was no balance outstanding on the Other Assets Commitments and Contingencies Sea Sound Apartments JV FDSJ Eventide, LLC (“Sea Sound Apartments 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 March 31, 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 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. 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 . Commitments and Contingencies Pier Park TPS, LLC Pier Park TPS, LLC (“Pier Park TPS JV”) was formed in April 2018. The Company entered into a JV agreement to develop and operate a 124-room hotel in Panama City Beach, Florida. As of March 31, 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 SJBB, LLC SJBB, LLC (“Busy Bee JV”) was formed 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. As of March 31, 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% . 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, with the JV to operate 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 March 31, 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 |