0001558370-24-010049 | 10-Q | XBRL Viewer

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income	$ 37,626	$ 43,316
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	22,477	16,789
Stock based compensation	555	367
Equity in income from unconsolidated joint ventures, net of distributions	(3,070)	(7,224)
Deferred income tax	1,026	7,400
Cost of real estate sold	30,203	48,880
Expenditures for and acquisition of real estate to be sold	(35,695)	(48,207)
Accretion income and other	(399)	(1,622)
Loss on disposal of property and equipment	549	53
Gain on contributions to unconsolidated joint ventures	(11)	(557)
Gain on insurance for damage to property and equipment, net	(178)
Loss on extinguishment of debt		133
Changes in operating assets and liabilities:
Other assets	(3,797)	(19,194)
Deferred revenue	1,458	3,895
Accounts payable and other liabilities	(321)	8,900
Net cash provided by operating activities	50,423	52,929
Cash flows from investing activities:
Expenditures for operating property	(24,490)	(79,694)
Expenditures for property and equipment	(3,711)	(2,588)
Proceeds from the disposition of assets	84	12
Proceeds from insurance claims	178
Purchases of investments - debt securities		(27,540)
Maturities of investments - debt securities		41,000
Capital contributions to unconsolidated joint ventures	(1,156)	(1,893)
Capital distributions from unconsolidated joint ventures	150	150
Maturities of assets held by special purpose entities	414	415
Net cash used in investing activities	(28,531)	(70,138)
Cash flows from financing activities:
Capital contributions from non-controlling interest		739
Capital distributions to non-controlling interest	(389)	(2,094)
Dividends paid	(14,014)	(11,667)
Borrowings on debt	92	109,330
Principal payments for debt	(6,956)	(47,936)
Principal payments for finance leases	(85)	(69)
Debt issuance costs	(16)	(916)
Net cash (used in) provided by financing activities	(21,368)	47,387
Net increase in cash, cash equivalents and restricted cash	524	30,178
Cash, cash equivalents and restricted cash at beginning of the year	90,770	45,303
Cash, cash equivalents and restricted cash at end of the year	$ 91,294	$ 75,481

Other Assets

6 Months Ended

Jun. 30, 2024

Other Assets

Other Assets

8. Other Assets

Other assets consist of the following:


	June 30,		December 31,
	2024		2023
Accounts receivable, net	$	21,554	$	20,322
Homesite sales receivable		29,010		29,862
Notes receivable, net		393		416
Inventory		4,521		4,250
Prepaid expenses		15,035		12,086
Straight-line rent		2,809		2,755
Operating lease right-of-use assets		5,271		858
Other assets		8,756		8,756
Accrued interest receivable for Senior Notes held by SPE		2,938		2,938
Total other assets	$	90,287	$	82,243

Accounts Receivable, Net

The Company’s accounts receivable, net primarily includes leasing receivables, membership fees, hospitality receivables and other receivables. At each reporting period, accounts receivable in the scope of Financial Instruments—Credit Losses (Topic 326) are pooled by type and judgements are made based on historical losses and expected credit losses based on economic trends to determine the allowance for credit losses primarily using the aging method. Actual losses could differ from those estimates. Write-offs are recorded when the Company concludes that all or a portion of the receivable is no longer collectible. As of June 30, 2024 and December 31, 2023, accounts receivable include $10.3 million and $12.1 million, respectively, of club membership initiation fee installments receivable. As of June 30, 2024 and December 31, 2023, accounts receivable were presented net of allowance for credit losses of $0.4 million and $0.2 million, respectively. As of both June 30, 2024 and December 31, 2023, accounts receivable were presented net of allowance for lease related receivables of $0.1 million. During the six months ended June 30, 2024 and 2023, allowance for credit losses related to accounts receivable, net increased $0.2 million and $0.1 million, respectively.

Homesite Sales Receivable

Homesite sales receivable from contracts with customers include estimated homesite residuals and certain estimated fees that are recognized as revenue at the time of sale to homebuilders, subject to constraints. Any change in circumstances from the estimated amounts will be updated at each reporting period. The receivable will be collected as the homebuilders build the homes and sell to retail consumers, which can occur over multiple years.

The following table presents the changes in homesite sales receivable:


	June 30,		June 30,
	2024		2023
Balance at beginning of period	$	29,862	$	10,086
Increases due to revenue recognized for homesites sold		4,195		17,978
Decreases due to amounts received		(5,047)		(4,356)
Balance at end of period	$	29,010	$	23,708

Prepaid Expenses

Prepaid expenses as of June 30, 2024 and December 31, 2023, include $7.9 million and $4.4 million, respectively, related to prepaid insurance.

Other Assets

Other assets as of June 30, 2024 and December 31, 2023, include $4.6 million and $4.7 million, respectively, of restricted cash and escrow deposits primarily related to requirements for financing and development, or advance draws on construction loans for certain of the Company’s projects. Other assets as of June 30, 2024 and December 31, 2023, also include $3.4 million and $3.3 million, respectively, for the fair value of derivative assets. See Note 6. Financial Instruments and Fair Value Measurements for additional information.

Joint Ventures - Unconsolidated JV - Statements of Operations (Details) $ in Thousands	3 Months Ended		6 Months Ended		66 Months Ended
	Jun. 30, 2024 USD ($) Transaction	Jun. 30, 2023 USD ($) Transaction	Jun. 30, 2024 USD ($) Transaction	Jun. 30, 2023 USD ($) Transaction	Jun. 30, 2024 Transaction
Summarized financial information
Total revenue	$ 111,606	$ 128,167	$ 199,392	$ 201,157
Expenses:
Depreciation and amortization	11,295	9,467	22,477	16,789
Total expenses	78,977	86,336	150,811	148,023
Operating income	32,629	41,831	48,581	53,134
Other (expense) income:
Interest expense	(8,519)	(7,207)	(17,072)	(13,416)
Other income (expense), net	(102)	1,467	(562)	2,181
Total other income (expense), net	196	3,508	1,995	5,126
Net income	24,524	33,836	37,626	43,316
Proceeds from sale of assets			84	12
Unconsolidated joint ventures
Summarized financial information
Total revenue	94,096	88,796	189,857	170,630
Expenses:
Cost of revenue	74,455	71,608	149,271	141,137
Other operating expenses	5,541	4,663	10,127	8,729
Depreciation and amortization	1,642	643	2,548	1,283
Total expenses	81,638	76,914	161,946	151,149
Operating income	12,458	11,882	27,911	19,481
Other (expense) income:
Interest expense	(1,431)	(235)	(2,246)	(446)
Other income (expense), net	77	238	211	115
Total other income (expense), net	(1,354)	3	(2,035)	(331)
Net income	11,104	11,885	25,876	19,150
Latitude Margaritaville Watersound JV
Summarized financial information
Total revenue	84,571	80,729	174,780	157,158
Expenses:
Cost of revenue	65,861	64,829	134,825	129,307
Other operating expenses	5,541	4,064	10,127	8,061
Depreciation and amortization	132	160	265	320
Total expenses	71,534	69,053	145,217	137,688
Operating income	13,037	11,676	29,563	19,470
Other (expense) income:
Other income (expense), net	51	127	83	137
Total other income (expense), net	51	127	83	137
Net income	$ 13,088	$ 11,803	$ 29,646	$ 19,607
Latitude Margaritaville Watersound JV \| Residential homes
Other (expense) income:
Number of home sale transactions \| Transaction	163	164	340	313	1,344
Sea Sound JV
Expenses:
Other operating expenses		$ 30		$ 93
Total expenses		30		93
Operating income		(30)		(93)
Other (expense) income:
Net income		(30)		(93)
Watersound Fountains Independent Living JV
Summarized financial information
Total revenue	$ 326		$ 422
Expenses:
Cost of revenue	1,234		1,971
Other operating expenses		559		559
Depreciation and amortization	420	2	638	2
Total expenses	1,654	561	2,609	561
Operating income	(1,328)	(561)	(2,187)	(561)
Other (expense) income:
Interest expense	(786)		(1,286)
Other income (expense), net	21		30
Total other income (expense), net	(765)		(1,256)
Net income	(2,093)	(561)	(3,443)	(561)
Pier Park TPS JV
Summarized financial information
Total revenue	1,541	1,736	2,309	2,634
Expenses:
Cost of revenue	851	888	1,500	1,580
Depreciation and amortization	360	360	720	721
Total expenses	1,211	1,248	2,220	2,301
Operating income	330	488	89	333
Other (expense) income:
Interest expense	(190)	(186)	(379)	(369)
Other income (expense), net	4	6	8	10
Total other income (expense), net	(186)	(180)	(371)	(359)
Net income	144	308	(282)	(26)
Pier Park RI JV
Summarized financial information
Total revenue	1,274		1,274
Expenses:
Cost of revenue	739		739
Depreciation and amortization	533		533
Total expenses	1,272		1,272
Operating income	2		2
Other (expense) income:
Interest expense	(331)		(331)
Total other income (expense), net	(331)		(331)
Net income	(329)	0	(329)	0
Busy Bee JV
Summarized financial information
Total revenue	4,455	4,973	7,606	8,492
Expenses:
Cost of revenue	4,130	4,749	7,204	8,257
Depreciation and amortization	136	119	269	235
Total expenses	4,266	4,868	7,473	8,492
Operating income	189	105	133
Other (expense) income:
Interest expense	(41)	(45)	(83)	(70)
Other income (expense), net	1	105	90	(32)
Total other income (expense), net	(40)	60	7	(102)
Net income	149	165	140	(102)
Electric Cart Watersound JV
Summarized financial information
Total revenue	1,361	920	2,286	1,477
Expenses:
Cost of revenue	1,143	752	1,970	1,227
Other operating expenses		10		16
Depreciation and amortization	61	2	123	5
Total expenses	1,204	764	2,093	1,248
Operating income	157	156	193	229
Other (expense) income:
Interest expense	(83)	(4)	(167)	(7)
Total other income (expense), net	(83)	(4)	(167)	(7)
Net income	74	152	26	222
Watersound Management JV
Summarized financial information
Total revenue	568	438	1,180	869
Expenses:
Cost of revenue	497	390	1,062	766
Total expenses	497	390	1,062	766
Operating income	71	48	118	103
Other (expense) income:
Net income	$ 71	$ 48	$ 118	$ 103

Accounts Payable and Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Accounts Payable and Other Liabilities

Schedule of accounts payable and other liabilities


	June 30,		December 31,
	2024		2023
Accounts payable	$	28,437	$	24,340
Income tax payable		2,063		9,239
Finance lease liabilities		514		298
Operating lease liabilities		5,245		793
Accrued compensation		5,329		6,037
Other accrued liabilities		9,172		4,100
Club membership deposits		3,280		3,314
Advance deposits		8,442		7,602
Accrued interest expense for Senior Notes held by SPE		2,850		2,850
Total accounts payable and other liabilities	$	65,332	$	58,573

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
ASSETS
Investment in real estate, net	$ 1,035,836	$ 1,018,618
Investment in unconsolidated joint ventures	71,387	66,356
Cash and cash equivalents	86,726	86,068
Other assets	90,287	82,243
Property and equipment, net of accumulated depreciation of $86,940 and $80,423 as of June 30, 2024 and December 31, 2023, respectively	62,374	66,049
Investments held by special purpose entities	203,832	204,196
Total assets	1,550,442	1,523,530
Liabilities:
Debt, net	447,386	453,640
Accounts payable and other liabilities	65,332	58,573
Deferred revenue	64,134	62,836
Deferred tax liabilities, net	72,883	71,829
Senior Notes held by special purpose entity	178,321	178,162
Total liabilities	828,056	825,040
Commitments and contingencies (Note 18)
Equity:
Common stock, no par value; 180,000,000 shares authorized; 58,397,506 and 58,372,040 issued and outstanding at June 30, 2024 and December 31, 2023, respectively	271,403	270,848
Retained earnings	434,790	410,371
Accumulated other comprehensive income	1,925	1,843
Total stockholders' equity	708,118	683,062
Non-controlling interest	14,268	15,428
Total equity	722,386	698,490
Total liabilities and equity	$ 1,550,442	$ 1,523,530

Other Income, Net - Interest Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income, Net
Capitalized interest cost	$ 0.0	$ 1.2	$ 0.0	$ 2.5
Senior Notes held by special purpose entity
Other Income, Net
Effective interest rate (as a percent)	4.90%		4.90%

Financial Instruments and Fair Value Measurements - Held by Special Purpose Entities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Jun. 30, 2024	Dec. 31, 2023
Financial instruments and fair value measurements
Investments held by special purpose entities		$ 203,832	$ 204,196
Senior Notes held by special purpose entity		178,321	178,162
Consolidated Joint Ventures
Financial instruments and fair value measurements
Investments held by special purpose entities		203,832	204,196
Senior Notes held by special purpose entity		178,321	$ 178,162
Panama City Timber Finance Company, LLC \| 2014 real estate sale
Financial instruments and fair value measurements
Notes received as consideration in sale of real estate	$ 200,000
Promissory notes maturity period	15 years
Panama City Timber Finance Company, LLC \| Time deposit
Financial instruments and fair value measurements
Investments held by special purpose entities		$ 200,000
Investment interest rate (as a percent)		4.00%
Panama City Timber Finance Company, LLC \| U.S. Treasury Bills
Financial instruments and fair value measurements
Investments held by special purpose entities		$ 3,500
Panama City Timber Finance Company, LLC \| Cash
Financial instruments and fair value measurements
Investments held by special purpose entities		400
Northwest Florida Timber Finance, LLC
Financial instruments and fair value measurements
Loan amount	$ 180,000
Debt interest rate (as a percent)	4.80%
Issue price of senior secured notes (as a percent)	98.50%
Senior Notes held by special purpose entity		178,300
Unamortized discount and debt issuance costs		$ 1,700

Deferred Revenue - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Deferred Revenue
Deferred revenue	$ 64,134	$ 62,836
Club Membership
Deferred Revenue
Deferred revenue	49,406	48,742	$ 32,315	$ 25,088
Other
Deferred Revenue
Deferred revenue	$ 14,700	$ 14,100

Joint Ventures - Unconsolidated JV - Pier Park TPS JV (Details) - room	Jun. 30, 2024	Dec. 31, 2023
Pier Park TPS JV
Investments
Ownership percentage	50.00%	50.00%
Pier Park TPS JV \| Hotel
Investments
Number of completed units	124

Accounts Payable and Other Liabilities

6 Months Ended

Jun. 30, 2024

Accounts Payable and Other Liabilities

Accounts Payable and Other Liabilities

10. Accounts Payable and Other Liabilities

Accounts payable and other liabilities consist of the following:


	June 30,		December 31,
	2024		2023
Accounts payable	$	28,437	$	24,340
Income tax payable		2,063		9,239
Finance lease liabilities		514		298
Operating lease liabilities		5,245		793
Accrued compensation		5,329		6,037
Other accrued liabilities		9,172		4,100
Club membership deposits		3,280		3,314
Advance deposits		8,442		7,602
Accrued interest expense for Senior Notes held by SPE		2,850		2,850
Total accounts payable and other liabilities	$	65,332	$	58,573

Accounts payable as of June 30, 2024 and December 31, 2023, primarily includes payables and retainage related to the Company’s development and construction projects.

Other accrued liabilities include $5.0 million and $0.4 million of accrued property taxes as of June 30, 2024 and December 31, 2023, respectively, which are generally paid annually in November.

Advance deposits consist of deposits received on hotel rooms and related hospitality activities. Advance deposits are recorded as accounts payable and other liabilities in the condensed consolidated balance sheets without regard to whether they are refundable and are recognized as income at the time the service is provided for the related deposit.

Other Assets - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Accounts Receivable, Net
Accounts receivable, net	$ 21,554		$ 20,322
Allowance for credit losses	400		200
Allowance for lease related receivables	100		100
Increase (decrease) in allowance for credit losses related to accounts receivable	200	$ 100
Club Membership
Accounts Receivable, Net
Accounts receivable	$ 10,300		$ 12,100

Investments - Investment Management Agreement (Details)	Jun. 30, 2024
Investor \| Clients of FCM, including Mr. Berkowitz
Investments
Common stock ownership percentage	36.90%

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash, cash equivalents and restricted cash:
Cash and cash equivalents	$ 86,726	$ 60,627
Restricted cash included in other assets	$ 4,568	$ 14,854
Restricted Cash and Cash Equivalents, Statement of Financial Position	Other assets	Other assets
Total cash, cash equivalents and restricted cash shown in the accompanying consolidated statements of cash flows	$ 91,294	$ 75,481
Cash paid during the period for:
Interest, net of amounts capitalized	16,552	12,799
Non-cash investing and financing activities:
Non-cash contributions to unconsolidated joint ventures		(1,335)
Increase (decrease) in Community Development District debt, net	270	(248)
Transfers of expenditures for operating property to property and equipment	1,193	33,323
Increase (decrease) in expenditures for operating properties and property and equipment financed through accounts payable	2,089	(8,411)
Unrealized gain on cash flow hedges	1,111	518
Federal
Cash paid during the period for:
Income taxes	17,200	8,500
State
Cash paid during the period for:
Income taxes	$ 1,900	$ 100

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Taxes

Income Taxes

12. Income Taxes

Income tax expense (benefit) attributable to income from operations differed from the amount computed by applying the statutory federal income tax rate of 21% as of June 30, 2024 and 2023 to pre-tax income as a result of the following:


	Three Months Ended June 30,								Six Months Ended June 30,
	2024				2023				2024				2023
U.S. federal statutory tax rate	$	6,892	21.0	%	$	9,708	21.0	%	$	10,791	21.0	%	$	12,613	21.0	%
State and local income taxes, net of federal income tax benefit ^(a)		1,437	4.4	%		2,026	4.4	%		2,250	4.4	%		2,632	4.4	%
Energy related tax credits		(81)	(0.3)	%		(314)	(0.7)	%		(129)	(0.3)	%		(408)	(0.7)	%
Other items		53	0.2	%		83	0.2	%		38	0.1	%		107	0.2	%
Total income tax expense	$	8,301	25.3	%	$	11,503	24.9	%	$	12,950	25.2	%	$	14,944	24.9	%

(a)	State taxes in Florida make up the majority of the tax effect in this category.

As of June 30, 2024 and December 31, 2023, the Company had income tax payable of $2.1 million and $9.2 million, respectively, included within accounts payable and other liabilities on the condensed consolidated balance sheets.

The Inflation Reduction Act (“IRA”) was signed into law in August 2022. The IRA extended the Internal Revenue Code Section 45L credit, a credit for the installation of energy efficient appliances and equipment in both single family and multi-family homes, to tax year 2032.

In general, a valuation allowance is recorded if, based on all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from the reversal of deductible temporary differences and from loss carryforwards. As of both June 30, 2024 and December 31, 2023, the Company’s valuation allowance was $0.3 million against certain state net operating loss carryforwards.

Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. The Company regularly assesses the likelihood of adverse outcomes resulting from potential examinations to determine the adequacy of its provision for income taxes and applies a “more-likely-than-not” in

determining the financial statement recognition and measurement of a tax position taken or expected to be taken in the tax returns. The Company has not identified any material unrecognized tax benefits as of either June 30, 2024 or December 31, 2023.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 231
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 12C
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 12B
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 270
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(h)(2))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Stockholders' Equity - Stock Repurchase Program (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stockholders' Equity
Authorized repurchase amount	$ 80.0		$ 80.0
Common Stock
Stockholders' Equity
Shares repurchased during the period (in shares)	0	0	0	0

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

Investments - Available-For-Sale Investments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Investments
Investments classified as available-for-sale securities	$ 0		$ 0		$ 0
Realized gain on sale of investments	0	$ 0	0	$ 0
Realized loss on sale of investments	0	0	0	0
Proceeds from sale of available-for-sale debt securities	$ 0	$ 0	$ 0	0
Maturities of investments - debt securities				41,000
Purchases of available-for-sale securities				$ 27,500

Commitments and Contingencies - (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2019
Obligations
Accrued liabilities for other litigation, claims, other disputes and governmental proceedings	$ 400					$ 400
Amount of letters of credit outstanding	700					200
Purchase obligations, total	37,400
Outstanding debt	452,626					459,221
Accounts payable and other liabilities
Obligations
Allowance for credit losses	100					100
Secured revolving promissory note with unconsolidated Latitude Margaritaville Watersound JV, homesite development - 5.0% interest rate, due June 2025
Obligations
Amount committed to fund				$ 10,000
Note receivable	0					0
Latitude Margaritaville Watersound JV
Obligations
Amount as lender of secured revolving promissory note	10,000					10,000
Surety bonds
Obligations
Commitment obligations	$ 27,900					40,000
Pier Park TPS JV \| Pier Park TPS JV Loan
Obligations
Guarantor liability, Current (as a percent)	25.00%
Watersound Fountains Independent Living JV \| Watersound Fountains JV Loan, due April 2026
Obligations
Guarantor liability, Current (as a percent)					50.00%
Guarantor liability, Scenario 2 (as a percent)			25.00%
Guarantor liability, Scenario 3 (as a percent)			0.00%
Electric Cart Watersound JV \| Electric Cart Watersound JV Loan
Obligations
Guarantor liability, Scenario 1 (as a percent)		50.00%
Initial period of loan after which the Company's liability as guarantor under the loan will be reduced upon reaching certain conditions		48 months
Unconsolidated joint ventures
Obligations
Outstanding debt	$ 103,652					115,456
Pier Park TPS JV
Obligations
Outstanding debt	$ 13,336					13,503
Pier Park TPS JV \| Pier Park TPS JV Loan
Obligations
Loan amount							$ 14,400
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.60%
Outstanding debt	$ 13,300					13,500
Pier Park TPS JV \| Interest rate swaps
Obligations
Notional amount							$ 14,400
Pier Park TPS JV \| Interest rate swaps \| Pier Park TPS JV Loan
Obligations
Fixed interest rate (as a percent)							5.20%
Latitude Margaritaville Watersound JV
Obligations
Outstanding debt	14,423					37,445
Latitude Margaritaville Watersound JV \| Latitude Margaritaville Watersound JV Loan, due December 2025
Obligations
Loan amount				$ 45,000
Debt Instrument, Variable Interest Rate, Type				us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)				2.50%
Outstanding debt	14,400					37,400
Floor rate (as a percent)				3.00%
Watersound Fountains Independent Living JV
Obligations
Outstanding debt	41,538					38,062
Watersound Fountains Independent Living JV \| Watersound Fountains JV Loan, due April 2026
Obligations
Loan amount			$ 41,900
Debt Instrument, Variable Interest Rate, Type			us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)			2.10%
Outstanding debt	41,200					38,100
Floor rate (as a percent)			2.60%
Debt instrument, period subject to interest payments only			48 months
Debt instrument, period by which maturity date may be extended			12 months
Electric Cart Watersound JV
Obligations
Outstanding debt	4,747					4,732
Electric Cart Watersound JV \| Electric Cart Watersound JV Loan
Obligations
Loan amount		$ 5,400
Debt Instrument, Variable Interest Rate, Type		us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)		1.80%
Outstanding debt	$ 4,400					$ 4,400
Floor rate (as a percent)		2.10%
Debt instrument, period subject to interest payments only		24 months

Subsequent Event (Details) - $ / shares	1 Months Ended	3 Months Ended		6 Months Ended
Subsequent Event (Details) - $ / shares	Jul. 24, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Subsequent Event
Dividends declared (in dollars per share)		$ 0.12	$ 0.10	$ 0.24	$ 0.20
Dividends paid (in dollars per share)		$ 0.12	$ 0.10	$ 0.24	$ 0.20
Subsequent Event \| 2024 Q3 Dividends
Subsequent Event
Dividends declared (in dollars per share)	$ 0.14
Dividends, Date declared	Jul. 24, 2024
Dividends, Date payable	Sep. 06, 2024
Dividends, Date of record	Aug. 09, 2024

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Non-controlling Interest	Total
Beginning Balance at Dec. 31, 2022	$ 270,028	$ 358,344	$ 2,430	$ 20,307	$ 651,109
Beginning Balance (in shares) at Dec. 31, 2022	58,335,541
Increase (Decrease) in Stockholders' Equity
Capital contributions from non-controlling interest				739	739
Capital distributions to non-controlling interest				(2,094)	(2,094)
Issuance of restricted stock, net of forfeitures (in shares)	36,499
Stock based compensation expense	$ 367				367
Dividends		(11,674)			(11,674)
Other comprehensive income (loss), net of tax			47	(100)	(53)
Net income (loss)		45,117		(1,801)	43,316
Ending Balance at Jun. 30, 2023	$ 270,395	391,787	2,477	17,051	681,710
Ending Balance (in shares) at Jun. 30, 2023	58,372,040
Beginning Balance at Mar. 31, 2023	$ 270,169	362,897	2,073	17,244	652,383
Beginning Balance (in shares) at Mar. 31, 2023	58,372,040
Increase (Decrease) in Stockholders' Equity
Capital contributions from non-controlling interest				525	525
Stock based compensation expense	$ 226				226
Dividends		(5,837)			(5,837)
Other comprehensive income (loss), net of tax			404	173	577
Net income (loss)		34,727		(891)	33,836
Ending Balance at Jun. 30, 2023	$ 270,395	391,787	2,477	17,051	681,710
Ending Balance (in shares) at Jun. 30, 2023	58,372,040
Beginning Balance at Dec. 31, 2023	$ 270,848	410,371	1,843	15,428	$ 698,490
Beginning Balance (in shares) at Dec. 31, 2023	58,372,040				58,372,040
Increase (Decrease) in Stockholders' Equity
Capital distributions to non-controlling interest				(389)	$ (389)
Issuance of restricted stock, net of forfeitures (in shares)	25,466
Stock based compensation expense	$ 555				555
Dividends		(14,014)			(14,014)
Other comprehensive income (loss), net of tax			82	36	118
Net income (loss)		38,433		(807)	37,626
Ending Balance at Jun. 30, 2024	$ 271,403	434,790	1,925	14,268	$ 722,386
Ending Balance (in shares) at Jun. 30, 2024	58,397,506				58,397,506
Beginning Balance at Mar. 31, 2024	$ 271,079	417,280	2,041	14,470	$ 704,870
Beginning Balance (in shares) at Mar. 31, 2024	58,397,506
Increase (Decrease) in Stockholders' Equity
Capital distributions to non-controlling interest				(150)	(150)
Stock based compensation expense	$ 324				324
Dividends		(7,008)			(7,008)
Other comprehensive income (loss), net of tax			(116)	(58)	(174)
Net income (loss)		24,518		6	24,524
Ending Balance at Jun. 30, 2024	$ 271,403	$ 434,790	$ 1,925	$ 14,268	$ 722,386
Ending Balance (in shares) at Jun. 30, 2024	58,397,506				58,397,506

Joint Ventures - Unconsolidated JVs (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Investments
Investment in unconsolidated joint ventures	$ 71,387	$ 66,356
Latitude Margaritaville Watersound JV
Investments
Investment in unconsolidated joint ventures	55,163	49,036
Watersound Fountains Independent Living JV
Investments
Investment in unconsolidated joint ventures	5,819	6,533
Pier Park TPS JV
Investments
Investment in unconsolidated joint ventures	443	707
Pier Park RI JV
Investments
Investment in unconsolidated joint ventures	5,992	6,156
Busy Bee JV
Investments
Investment in unconsolidated joint ventures	2,587	2,535
Electric Cart Watersound JV
Investments
Investment in unconsolidated joint ventures	828	815
Watersound Management JV
Investments
Investment in unconsolidated joint ventures	$ 555	$ 574

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The unaudited interim condensed consolidated financial statements include the accounts of the Company and all of its majority-owned and controlled subsidiaries, voting interest entities where the Company has a majority voting interest or control and variable interest entities where the Company deems itself the primary beneficiary. 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. All significant intercompany transactions and balances have been eliminated in consolidation. The December 31, 2023 condensed consolidated balance sheet amounts have been derived from the Company’s December 31, 2023 audited consolidated financial statements. Certain prior period amounts in the accompanying condensed consolidated financial statements have been reclassified to conform to the current year presentation. The reclassifications had no effect on the Company’s previously reported total assets and liabilities, stockholders’ equity or net income. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024.

A variable interest entity (“VIE”) is an entity in which a controlling financial interest may be achieved through arrangements that do not involve voting interests. A VIE is required to be consolidated by its primary beneficiary, which is the entity that possesses the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary of the VIE. The Company continues to evaluate whether it is the primary beneficiary as needed when assessing reconsideration events. See Note 4. Joint Ventures.

The unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company adheres to the same accounting policies in preparation of its unaudited interim condensed consolidated financial statements as the Company’s December 31, 2023 annual financial statements, except for any recently adopted accounting pronouncements. As required under GAAP, interim accounting for certain expenses, including income taxes, are based on full year assumptions. For interim financial reporting purposes, income taxes are recorded based upon estimated annual income tax rates.

Concentration of Risks and Uncertainties

All of the Company’s real estate assets are concentrated in Northwest Florida. Uncertain economic conditions could have an adverse impact on the Company’s operations and asset values.

Throughout the first half of 2024, the Company continued to generate positive financial results. While macroeconomic factors such as inflation, elevated interest rates, higher insurance costs, supply chain disruptions, labor shortages, financial institution disruptions and geopolitical conflicts, among other things, continued to produce economic headwinds and impacted buyer sentiment, demand across the Company’s segments remains strong. The Company believes this is primarily due to the continued growth of Northwest Florida as a result of increased migration, which the Company attributes to the region’s high quality of life, natural beauty and outstanding amenities.

Despite the strong demand across the Company’s segments, the Company also continues to feel the impact from the aforementioned macroeconomic factors. In addition, inflation, higher insurance costs and elevated interest rates, have increased operating costs and loan rates, as compared to recent years. While elevated interest rates have negatively impacted buyers’ ability to obtain financing and the housing market generally, the impact has been offset by the net migration into the Company’s markets, limited housing supply relative to demand and the number of cash buyers. Market conditions have not caused an increase in cancellation rates as homebuilders have continued to perform on their contractual obligations with the Company.

Given our diverse portfolio of residential holdings, the mix of sales and pricing from different communities may impact revenue and margins period over period.

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, other receivables and investments held by special purpose entity or entities (“SPE”). The Company deposits and invests cash with local, regional and national financial institutions, and as of June 30, 2024, these balances exceeded the amount of F.D.I.C. insurance provided on such deposits. In addition, as of June 30, 2024, the Company had $59.9 million invested in short-term U.S. Treasury Bills and $2.9 million invested in U.S. Treasury Money Market Funds classified as cash and cash equivalents.

Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to the Company by the basic weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. The treasury stock method is used to determine the effect on diluted earnings. For the six months ended June 30, 2024 and 2023, the Company had 65,688 and 57,923, respectively, unvested shares of restricted stock. For the three months ended June 30, 2024 and 2023, 50,623 and 54,520, respectively, potentially dilutive restricted stock units were excluded from the calculation of diluted income per share and for the six months ended June 30, 2024 and 2023, 47,732 and 56,222, respectively, potentially dilutive restricted stock units were excluded from the calculation of diluted income per share, since the effect would have been anti-dilutive based on the application of the treasury stock method. See Note 14. Stockholders’ Equity for additional information related to the issuance of common stock for employee compensation.

The computation of basic and diluted earnings per share are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

	(Dollars in thousands except per share amounts)
Income
Net income attributable to the Company	$	24,518	$	34,727	$	38,433	$	45,117

Shares
Weighted average shares outstanding - basic		58,331,818		58,314,117		58,326,153		58,311,619
Incremental shares from restricted stock		15,065		3,403		17,956		1,701
Weighted average shares outstanding - diluted		58,346,883		58,317,520		58,344,109		58,313,320

Net income per share attributable to the Company
Basic income per share	$	0.42	$	0.60	$	0.66	$	0.77
Diluted income per share	$	0.42	$	0.60	$	0.66	$	0.77

Recently Adopted Accounting Pronouncements

There were no recently adopted accounting pronouncements which would have a material effect on the Company’s financial condition, results of operations and cash flows.

Recently Issued Accounting Pronouncements

Business Combinations – Joint Venture Formations

In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”) that requires a JV to apply a new basis of accounting upon formation by recognizing and initially measuring its assets and liabilities at fair value. This guidance will be effective prospectively for all JVs with a formation date on or after January 1, 2025, with early adoption permitted. A JV formed before January 1, 2025, may elect to apply the guidance retrospectively if sufficient information is available. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations, cash flows and related disclosures.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“Topic 280”) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”) that requires an entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. This guidance also requires that an entity disclose an amount and description of other segment items, provide all annual disclosures currently required by Topic 280 in interim periods and disclose the title and position of the CODM and how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance will be effective for annual periods in fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance should be applied retrospectively to all prior periods presented. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations, cash flows and related disclosures.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”) that increases transparency about income tax information by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid, disaggregated by jurisdiction. This guidance will be effective for annual periods beginning after December 15, 2024, with early adoption

permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations, cash flows and related disclosures.

Other Income, Net - Gain on Contributions to and Equity in Income from Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income, Net
Proceeds from sale of assets			$ 84	$ 12
Equity in income from unconsolidated joint ventures	$ 5,411	$ 6,038	12,771	9,700
Latitude Margaritaville Watersound JV
Other Income, Net
Gain on additional infrastructure improvements contributed	0			600
Equity in income from unconsolidated joint ventures	$ 6,544	5,902	14,823	$ 9,803
Latitude Margaritaville Watersound JV \| Maximum
Other Income, Net
Gain on additional infrastructure improvements contributed		$ 100	$ 100

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lease cost
Finance lease cost: Amortization of right-of-use assets	$ 46	$ 34	$ 87	$ 68
Finance lease cost: Interest on lease liability	7	3	13	7
Operating lease cost	537	115	734	227
Variable and short-term lease cost	686	690	929	938
Total lease cost	$ 1,276	$ 842	$ 1,763	$ 1,240

Joint Ventures - Unconsolidated JV - Watersound Fountains Independent Living JV (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($) item	Jun. 30, 2023 USD ($)	Dec. 31, 2023
Investments
Capital contribution to unconsolidated joint ventures \| $	$ 1,156	$ 1,893
Watersound Fountains Independent Living JV
Investments
Ownership percentage	53.80%		53.80%
Watersound Fountains Independent Living JV \| Senior living community
Investments
Number of units to be developed \| item	148

Nature of Operations - Real Estate Assets (Details)	6 Months Ended
Nature of Operations - Real Estate Assets (Details)	Jun. 30, 2024 item segment
Real estate
Number of reportable segments \| segment	3
Florida's Bay, Gulf, and Walton counties
Real estate
Percentage of real estate within geographical region	87.00%
Within fifteen miles of the Gulf of Mexico
Real estate
Percentage of real estate within geographical region	90.00%
Maximum \| Within fifteen miles of the Gulf of Mexico
Real estate
Miles real estate is located from Gulf of Mexico \| item	15

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transactions
Revenue	$ 111,606	$ 128,167	$ 199,392	$ 201,157
Accounts receivable, net	21,554		21,554		$ 20,322
Leasing
Related Party Transactions
Cost of revenue	7,317	6,542	14,492	11,914
Related Party \| Certain unconsolidated JVs \| Mitigation bank credits, impact fees and services
Related Party Transactions
Revenue	1,500	100	1,500	800
Accounts receivable, net	1,000		1,000		$ 0
Related Party \| Watersound Management JV \| Leasing \| Leasing management services
Related Party Transactions
Cost of revenue	$ 600	$ 400	$ 1,200	$ 900

Joint Ventures - Unconsolidated JV - Pier Park RI JV (Details) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($) room	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($) item	Dec. 31, 2023 USD ($)
Investments
Capital contribution to unconsolidated joint ventures	$ 1,156	$ 1,893
Outstanding debt principal	452,626			$ 459,221
Outstanding debt	447,386			453,640
Unconsolidated joint ventures
Investments
Outstanding debt principal	103,652			115,456
Pier Park RI JV
Investments
Outstanding debt principal	24,079			16,021
Pier Park RI JV \| Pier Park RI JV Loan
Investments
Loan amount			$ 25,000
Basis spread on variable rate (as a percent)			2.50%
Number of options to extend maturity date \| item			2
Debt instrument, period by which maturity date may be extended			24 months
Outstanding debt principal	$ 24,100			$ 16,000
Pier Park RI JV \| Hotel
Investments
Number of units to be developed \| room	121
Pier Park RI JV
Investments
Ownership percentage	50.00%			50.00%

Joint Ventures

6 Months Ended

Jun. 30, 2024

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 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. The Company provides mitigation bank credits, impact and other fees, property for lease and services to certain unconsolidated JVs and incurs expense for leasing management services from the Company’s unconsolidated JV Watersound Management, LLC (“Watersound Management JV”), see Note 19. Related Party Transactions for additional information.

Consolidated Joint Ventures

Mexico Beach Crossings JV

Mexico Beach Crossings JV was formed in 2022, when the Company entered into a JV agreement to develop, manage and lease a 216-unit multi-family community in Mexico Beach, Florida. Construction of the community was completed in the fourth quarter of 2023. The community is located on land that was contributed to the JV by the Company. As of June 30, 2024 and December 31, 2023, 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 Mexico Beach Crossings JV is a voting interest entity and that the Company has a majority voting interest as of June 30, 2024 and December 31, 2023.

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. The 85-room hotel opened in the first quarter of 2023. As of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023.

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. The 255-room hotel opened in the second quarter of 2023. As of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023.

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 multi-family community in the Pier Park area of Panama City Beach, Florida. As of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023.

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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023.

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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023.

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 multi-family community near the entrance to the Watersound Origins residential community. As of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023.

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 multi-family community in the Pier Park area of Panama City Beach, Florida. As of June 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023.

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, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023.

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,
	2024		2023
Investment in unconsolidated joint ventures
Latitude Margaritaville Watersound JV	$	55,163	$	49,036
Watersound Fountains Independent Living JV		5,819		6,533
Pier Park TPS JV		443		707
Pier Park RI JV		5,992		6,156
Busy Bee JV		2,587		2,535
Electric Cart Watersound JV		828		815
Watersound Management JV		555		574
Total investment in unconsolidated joint ventures	$	71,387	$	66,356

Outstanding debt principal of unconsolidated JVs
Latitude Margaritaville Watersound JV^{(a) (b)}	$	14,423	$	37,445
Watersound Fountains Independent Living JV^(b)		41,538		38,062
Pier Park TPS JV^(b)		13,336		13,503
Pier Park RI JV		24,079		16,021
Busy Bee JV		5,529		5,693
Electric Cart Watersound JV ^(b)		4,747		4,732
Total outstanding debt principal of unconsolidated JVs	$	103,652	$	115,456

(a)	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.

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

The Company had approximately $22.1 million in cumulative undistributed earnings from its unconsolidated JVs included within investment in unconsolidated joint ventures as of June 30, 2024. During the six months ended June 30, 2024 and 2023, the Company received distributions from unconsolidated JVs totaling $9.9 million and $1.8 million, respectively. The Company's maximum exposure to loss due to involvement with the unconsolidated JVs as of June 30, 2024 was $111.3 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,
	2024		2023		2024		2023
Equity in income (loss) from unconsolidated joint ventures
Latitude Margaritaville Watersound JV	$	6,544	$	5,902	$	14,823	$	9,803
Sea Sound JV^(a)		—		(18)		—		(54)
Watersound Fountains Independent Living JV^(b)		(1,144)		(302)		(1,871)		(302)
Pier Park TPS JV		72		154		(141)		(13)
Pier Park RI JV^(c)		(164)		—		(164)		—
Busy Bee JV^(d)		30		201		52		101
Electric Cart Watersound JV^(e)		37		77		13		113
Watersound Management JV		36		24		59		52
Total equity in income from unconsolidated joint ventures	$	5,411	$	6,038	$	12,771	$	9,700

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

(b)	The community opened in March 2024 and is currently under lease-up. Activity includes start-up expenses for the project.

(c)	The hotel opened in April 2024.

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

(e)	The permanent sales and service facility located in the Watersound West Bay Center opened in October 2023. An additional sales showroom located in the Watersound Town Center opened in June 2024.

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


	June 30, 2024
	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	$	154,658	^(a)	$	—	$	52,261	$	12,949	$	35,330	$	8,377	$	5,279	$	—	$	268,854
Cash and cash equivalents		9,391			—		1,713		965		490		765		723		90		14,137
Other assets		2,675			—		744		536		222		2,351		428		32		6,988
Total assets	$	166,724		$	—	$	54,718	$	14,450	$	36,042	$	11,493	$	6,430	$	122	$	289,979

LIABILITIES AND EQUITY
Debt, net	$	14,239		$	—	$	40,990	$	13,264	$	23,738	$	5,519	$	4,680	$	—	$	102,430
Accounts payable and other liabilities		66,298			—		2,761		301		320		777		126		—		70,583
Equity		86,187			—		10,967		885		11,984		5,197		1,624		122		116,966
Total liabilities and equity	$	166,724		$	—	$	54,718	$	14,450	$	36,042	$	11,493	$	6,430	$	122	$	289,979

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


	December 31, 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	$	149,253	^(a)	$	—	$	52,301	$	13,666	$	32,053	$	8,605	$	5,384	$	—	$	261,262
Cash and cash equivalents		28,235			—		215		719		44		613		902		158		30,886
Other assets		2,883			—		67		617		25		1,965		396		—		5,953
Total assets	$	180,371		$	—	$	52,583	$	15,002	$	32,122	$	11,183	$	6,682	$	158	$	298,101

LIABILITIES AND EQUITY
Debt, net	$	37,155		$	—	$	37,493	$	13,408	$	15,681	$	5,673	$	4,661	$	—	$	114,071
Accounts payable and other liabilities		72,872			—		2,947		181		4,128		439		423		—		80,990
Equity		70,344			—		12,143		1,413		12,313		5,071		1,598		158		103,040
Total liabilities and equity	$	180,371		$	—	$	52,583	$	15,002	$	32,122	$	11,183	$	6,682	$	158	$	298,101

(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 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 June 30, 2024
	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 ^(f)		Watersound Management JV			Total
Total revenue	$	84,571	$	—	$	326	$	1,541	$	1,274	$	4,455		$	1,361	$	568	$	94,096
Expenses:
Cost of revenue		65,861		—		1,234		851		739		4,130			1,143		497		74,455
Other operating expenses		5,541		—		—		—		—		—			—		—		5,541
Depreciation and amortization		132		—		420		360		533		136			61		—		1,642
Total expenses		71,534		—		1,654		1,211		1,272		4,266			1,204		497		81,638
Operating income (loss)		13,037		—		(1,328)		330		2		189			157		71		12,458
Other (expense) income:
Interest expense		—		—		(786)		(190)		(331)		(41)			(83)		—		(1,431)
Other income, net		51		—		21		4		—		1	^(e)		—		—		77
Total other income (expense), net		51		—		(765)		(186)		(331)		(40)			(83)		—		(1,354)
Net income (loss)	$	13,088	$	—	$	(2,093)	$	144	$	(329)	$	149		$	74	$	71	$	11,104

(a)	The Latitude Margaritaville Watersound JV completed 163 home sale transactions during the three months ended June 30, 2024.

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

(c)	The community opened in March 2024 and is currently under lease-up. Activity includes start-up expenses for the project.

(d)	The hotel opened in April 2024.

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

(f)	The permanent sales and service facility located in the Watersound West Bay Center opened in October 2023. An additional sales showroom located in the Watersound Town Center opened in June 2024.


	Three Months Ended June 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	$	80,729	$	—	$	—	$	1,736	$	—	$	4,973		$	920	$	438	$	88,796
Expenses:
Cost of revenue		64,829		—		—		888		—		4,749			752		390		71,608
Other operating expenses		4,064		30		559		—		—		—			10		—		4,663
Depreciation and amortization		160		—		2		360		—		119			2		—		643
Total expenses		69,053		30		561		1,248		—		4,868			764		390		76,914
Operating income (loss)		11,676		(30)		(561)		488		—		105			156		48		11,882
Other (expense) income:
Interest expense		—		—		—		(186)		—		(45)			(4)		—		(235)
Other income, net		127		—		—		6		—		105	^(e)		—		—		238
Total other income (expense), net		127		—		—		(180)		—		60			(4)		—		3
Net income (loss)	$	11,803	$	(30)	$	(561)	$	308	$	—	$	165		$	152	$	48	$	11,885

(a)	The Latitude Margaritaville Watersound JV completed 164 home sale transactions during the three months ended June 30, 2023.

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

(c)	The community opened in March 2024.

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

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


	Six Months Ended June 30, 2024
	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 ^(f)		Watersound Management JV			Total
Total revenue	$	174,780	$	—	$	422	$	2,309	$	1,274	$	7,606		$	2,286	$	1,180	$	189,857
Expenses:
Cost of revenue		134,825		—		1,971		1,500		739		7,204			1,970		1,062		149,271
Other operating expenses		10,127		—		—		—		—		—			—		—		10,127
Depreciation and amortization		265		—		638		720		533		269			123		—		2,548
Total expenses		145,217		—		2,609		2,220		1,272		7,473			2,093		1,062		161,946
Operating income (loss)		29,563		—		(2,187)		89		2		133			193		118		27,911
Other (expense) income:
Interest expense		—		—		(1,286)		(379)		(331)		(83)			(167)		—		(2,246)
Other income, net		83		—		30		8		—		90	^(e)		—		—		211
Total other income (expense), net		83		—		(1,256)		(371)		(331)		7			(167)		—		(2,035)
Net income (loss)	$	29,646	$	—	$	(3,443)	$	(282)	$	(329)	$	140		$	26	$	118	$	25,876

(a)	The Latitude Margaritaville Watersound JV completed 340 home sale transactions during the six months ended June 30, 2024.

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

(c)	The community opened in March 2024 and is currently under lease-up. Activity includes start-up expenses for the project.

(d)	The hotel opened in April 2024.

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

(f)	The permanent sales and service facility located in the Watersound West Bay Center opened in October 2023. An additional sales showroom located in the Watersound Town Center opened in June 2024.


	Six Months Ended June 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	$	157,158	$	—	$	—	$	2,634	$	—	$	8,492		$	1,477	$	869	$	170,630
Expenses:
Cost of revenue		129,307		—		—		1,580		—		8,257			1,227		766		141,137
Other operating expenses		8,061		93		559		—		—		—			16		—		8,729
Depreciation and amortization		320		—		2		721		—		235			5		—		1,283
Total expenses		137,688		93		561		2,301		—		8,492			1,248		766		151,149
Operating income (loss)		19,470		(93)		(561)		333		—		—			229		103		19,481
Other (expense) income:
Interest expense		—		—		—		(369)		—		(70)			(7)		—		(446)
Other income (expense), net		137		—		—		10		—		(32)	^(e)		—		—		115
Total other income (expense), net		137		—		—		(359)		—		(102)			(7)		—		(331)
Net income (loss)	$	19,607	$	(93)	$	(561)	$	(26)	$	—	$	(102)		$	222	$	103	$	19,150

(a)	The Latitude Margaritaville Watersound JV completed 313 home sale transactions during the six months ended June 30, 2023.

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

(c)	The community opened in March 2024.

(d)	The project was under construction with no income or loss for the six months ended June 30, 2023.

(e)	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. As of June 30, 2024, the Latitude Margaritaville Watersound JV had 534 homes under contract and has completed 1,344 home sale transactions of the total estimated 3,500 homes planned in the community. As of June 30, 2024 and December 31, 2023, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $55.2 million and $49.0 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 and other distributions. During the six months ended June 30, 2024 and 2023, the Company received $9.6 million and $1.7 million, respectively, of cash distributions from the JV. As of June 30, 2024, the Company completed $8.4 million of the $9.2 million total agreed upon infrastructure improvements. As of June 30, 2024 and December 31, 2023, the Company owned a 50.0% 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 both June 30, 2024 and December 31, 2023, 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. 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 revolving promissory note and guaranty by the Company.

Sea Sound JV

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

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 community opened in March 2024. As of June 30, 2024 and December 31, 2023, the Company owned a 53.8% interest in the JV. The Company’s partner is 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 June 30, 2024 and December 31, 2023, 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 2022. The Company entered into a JV agreement to develop and operate a 121-room hotel in Panama City Beach, Florida. The hotel opened in April 2024. As of June 30, 2024 and December 31, 2023, 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 RI JV is accounted for using the equity method. In 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 the Secured Overnight Financing Rate (“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 June 30, 2024 and December 31, 2023, $24.1 million and $16.0 million, respectively, was 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 June 30, 2024 and December 31, 2023, 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%. As of June 30, 2024 and December 31, 2023, $4.9 million and $5.0 million, respectively, was outstanding on the Busy Bee JV Construction Loan. As of June 30, 2024 and December 31, 2023, $0.6 million and $0.7 million, respectively, was outstanding on the Busy Bee JV Equipment Loan.

Electric Cart Watersound JV

SJECC, LLC (“Electric Cart Watersound JV”) was formed in 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 and at the Watersound Town Center near the Watersound Origins residential community. 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 opened in June 2024 at the Watersound Town Center on property leased to the JV by the Company. As of June 30, 2024 and December 31, 2023, the Company owned a 51% interest in the JV. 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 June 30, 2024 and December 31, 2023, the Electric Cart Watersound JV had $2.6 million and $2.4 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 both June 30, 2024 and December 31, 2023, the JV had an outstanding principal balance of $0.4 million 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. All activity of Watersound Management JV is related to multi-family housing developments owned by the Company or by consolidated JVs of the Company. As of June 30, 2024 and December 31, 2023, 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. See Note 19. Related Party Transactions for additional information.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Jul. 22, 2024
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	1-10466
Entity Registrant Name	The St. Joe Company
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	59-0432511
Entity Address, Address Line One	130 Richard Jackson Boulevard
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Panama City Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32407
City Area Code	850
Local Phone Number	231-6400
Title of 12(b) Security	Common Stock
Trading Symbol	JOE
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		58,397,506
Entity Central Index Key	0000745308
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2024

Revenue Recognition

Schedule of revenue disaggregated by segment, good or service and timing


	Three Months Ended June 30, 2024
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	31,705	$	—	$	1,765	$	1,063	$	34,533
Hospitality revenue		—		62,321		—		—		62,321
Leasing revenue		26		928		13,620		178		14,752
Total revenue	$	31,731	$	63,249	$	15,385	$	1,241	$	111,606

Timing of Revenue Recognition:
Recognized at a point in time	$	31,705	$	49,313	$	1,765	$	1,063	$	83,846
Recognized over time		—		13,008		—		—		13,008
Over lease term		26		928		13,620		178		14,752
Total revenue	$	31,731	$	63,249	$	15,385	$	1,241	$	111,606


	Three Months Ended June 30, 2023
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	63,403	$	—	$	6,512	$	775	$	70,690
Hospitality revenue		—		45,095		4		—		45,099
Leasing revenue		5		516		11,785		72		12,378
Total revenue	$	63,408	$	45,611	$	18,301	$	847	$	128,167

Timing of Revenue Recognition:
Recognized at a point in time	$	63,403	$	37,077	$	6,516	$	775	$	107,771
Recognized over time		—		8,018		—		—		8,018
Over lease term		5		516		11,785		72		12,378
Total revenue	$	63,408	$	45,611	$	18,301	$	847	$	128,167


	Six Months Ended June 30, 2024
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	62,463	$	—	$	4,391	$	1,867	$	68,721
Hospitality revenue		—		101,577		—		—		101,577
Leasing revenue		83		1,704		27,102		205		29,094
Total revenue	$	62,546	$	103,281	$	31,493	$	2,072	$	199,392

Timing of Revenue Recognition:
Recognized at a point in time	$	62,463	$	75,703	$	4,391	$	1,867	$	144,424
Recognized over time		—		25,874		—		—		25,874
Over lease term		83		1,704		27,102		205		29,094
Total revenue	$	62,546	$	103,281	$	31,493	$	2,072	$	199,392


	Six Months Ended June 30, 2023
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	91,428	$	—	$	14,123	$	1,840	$	107,391
Hospitality revenue		—		69,593		5		—		69,598
Leasing revenue		10		873		23,180		105		24,168
Total revenue	$	91,438	$	70,466	$	37,308	$	1,945	$	201,157

Timing of Revenue Recognition:
Recognized at a point in time	$	91,428	$	54,477	$	14,128	$	1,840	$	161,873
Recognized over time		—		15,116		—		—		15,116
Over lease term		10		873		23,180		105		24,168
Total revenue	$	91,438	$	70,466	$	37,308	$	1,945	$	201,157

Investment in Real Estate, Net - Real Estate by Property Type and Segment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Real estate properties
Investment in real estate, net	$ 1,035,836	$ 1,018,618
Operating property, net related to operating leases	360,400	367,300
Development property
Real estate properties
Investment in real estate, net	294,928	267,421
Development property \| Other reconciling items
Real estate properties
Investment in real estate, net	3,188	2,924
Development property \| Residential segment \| Operating Segments
Real estate properties
Investment in real estate, net	145,189	141,145
Development property \| Hospitality segment \| Operating Segments
Real estate properties
Investment in real estate, net	34,550	23,633
Development property \| Commercial segment \| Operating Segments
Real estate properties
Investment in real estate, net	112,001	99,719
Operating property
Real estate properties
Operating property	869,571	869,671
Less: Accumulated depreciation	128,663	118,474
Investment in real estate, net	740,908	751,197
Operating property \| Residential segment \| Operating Segments
Real estate properties
Operating property	10,254	10,905
Operating property \| Hospitality segment \| Operating Segments
Real estate properties
Operating property	418,219	419,095
Operating property \| Commercial segment \| Operating Segments
Real estate properties
Operating property	$ 441,098	$ 439,671

Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at FV (Details) - Recurring basis - Interest rate swaps - Cash Flow Hedging - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Pier Park Resort Hotel JV Loan
Financial instruments and fair value measurements
Fixed interest rate (as a percent)	3.20%
Notional amount	$ 41,100
Pier Park TPS JV Loan
Financial instruments and fair value measurements
Fixed interest rate (as a percent)	5.20%
Notional amount	$ 13,300
Level 2 \| Pier Park Resort Hotel JV Loan
Financial instruments and fair value measurements
Derivative assets	$ 3,374	$ 3,254
Derivative Asset, Statement of Financial Position	Other assets	Other assets
Level 2 \| Pier Park TPS JV Loan
Financial instruments and fair value measurements
Derivative assets	$ 218	$ 191
Derivative Asset, Statement of Financial Position	Investment in unconsolidated joint ventures	Investment in unconsolidated joint ventures

Revenue Recognition - Disaggregation of revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of revenue
Leasing revenue	$ 14,752	$ 12,378	$ 29,094	$ 24,168
Total revenue	111,606	128,167	199,392	201,157
Recognized at a point in time
Disaggregation of revenue
Revenue	83,846	107,771	144,424	161,873
Recognized over time
Disaggregation of revenue
Revenue	13,008	8,018	25,874	15,116
Real Estate
Disaggregation of revenue
Revenue	34,533	70,690	68,721	107,391
Hospitality
Disaggregation of revenue
Revenue	62,321	45,099	101,577	69,598
Operating Segments \| Residential segment
Disaggregation of revenue
Leasing revenue	26	5	83	10
Total revenue	31,731	63,408	62,546	91,438
Operating Segments \| Residential segment \| Recognized at a point in time
Disaggregation of revenue
Revenue	31,705	63,403	62,463	91,428
Operating Segments \| Residential segment \| Real Estate
Disaggregation of revenue
Revenue	31,705	63,403	62,463	91,428
Operating Segments \| Hospitality segment
Disaggregation of revenue
Leasing revenue	928	516	1,704	873
Total revenue	63,249	45,611	103,281	70,466
Operating Segments \| Hospitality segment \| Recognized at a point in time
Disaggregation of revenue
Revenue	49,313	37,077	75,703	54,477
Operating Segments \| Hospitality segment \| Recognized over time
Disaggregation of revenue
Revenue	13,008	8,018	25,874	15,116
Operating Segments \| Hospitality segment \| Hospitality
Disaggregation of revenue
Revenue	62,321	45,095	101,577	69,593
Operating Segments \| Commercial segment
Disaggregation of revenue
Leasing revenue	13,620	11,785	27,102	23,180
Total revenue	15,385	18,301	31,493	37,308
Operating Segments \| Commercial segment \| Recognized at a point in time
Disaggregation of revenue
Revenue	1,765	6,516	4,391	14,128
Operating Segments \| Commercial segment \| Real Estate
Disaggregation of revenue
Revenue	1,765	6,512	4,391	14,123
Operating Segments \| Commercial segment \| Hospitality
Disaggregation of revenue
Revenue		4		5
Other reconciling items
Disaggregation of revenue
Leasing revenue	178	72	205	105
Total revenue	1,241	847	2,072	1,945
Other reconciling items \| Recognized at a point in time
Disaggregation of revenue
Revenue	1,063	775	1,867	1,840
Other reconciling items \| Real Estate
Disaggregation of revenue
Revenue	$ 1,063	$ 775	$ 1,867	$ 1,840

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue:
Leasing revenue	$ 14,752	$ 12,378	$ 29,094	$ 24,168
Total revenue	111,606	128,167	199,392	201,157
Expenses:
Corporate and other operating expenses	5,847	5,535	12,948	11,256
Depreciation, depletion and amortization	11,295	9,467	22,477	16,789
Total expenses	78,977	86,336	150,811	148,023
Operating income	32,629	41,831	48,581	53,134
Other income (expense):
Investment income, net	3,406	3,183	6,847	6,104
Interest expense	(8,519)	(7,207)	(17,072)	(13,416)
Gain on contributions to unconsolidated joint ventures		27	11	557
Equity in income from unconsolidated joint ventures	5,411	6,038	12,771	9,700
Other (expense) income, net	(102)	1,467	(562)	2,181
Total other income (expense), net	196	3,508	1,995	5,126
Income before income taxes	32,825	45,339	50,576	58,260
Income tax expense	(8,301)	(11,503)	(12,950)	(14,944)
Net income	24,524	33,836	37,626	43,316
Net (income) loss attributable to non-controlling interest	(6)	891	807	1,801
Net income attributable to the Company	$ 24,518	$ 34,727	$ 38,433	$ 45,117
NET INCOME PER SHARE ATTRIBUTABLE TO THE COMPANY
Basic (in dollars per share)	$ 0.42	$ 0.60	$ 0.66	$ 0.77
Diluted (in dollars per share)	$ 0.42	$ 0.60	$ 0.66	$ 0.77
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic (in shares)	58,331,818	58,314,117	58,326,153	58,311,619
Diluted (in shares)	58,346,883	58,317,520	58,344,109	58,313,320
Real Estate
Revenue:
Revenue	$ 34,533	$ 70,690	$ 68,721	$ 107,391
Expenses:
Cost of revenue	16,644	31,471	32,676	51,816
Hospitality
Revenue:
Revenue	62,321	45,099	101,577	69,598
Expenses:
Cost of revenue	37,874	33,321	68,218	56,248
Leasing
Expenses:
Cost of revenue	$ 7,317	$ 6,542	$ 14,492	$ 11,914

Joint Ventures - Unconsolidated JV - Watersound Management JV (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Investments
Capital contribution to unconsolidated joint ventures	$ 1,156	$ 1,893
Watersound Management JV
Investments
Ownership percentage	50.00%		50.00%

Accumulated Other Comprehensive Income (Loss) - Summary of the Tax Effects Allocated to Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss)
Reclassification adjustment for net (gain) loss included in earnings, before-tax amount	$ (480)	$ (448)	$ (964)	$ (808)
Reclassification adjustment for net gain included in earnings, Tax (expense) benefit	89	83	178	149
Reclassification adjustment for net gain included in earnings, net-of-tax amount	(391)	(365)	(786)	(659)
Total before income taxes	(213)	714	147	(37)
Other comprehensive income (loss), Tax (expense) benefit	39	(137)	(29)	(16)
Total other comprehensive income (loss), net of tax	(174)	577	118	(53)
Accumulated Other Comprehensive Income, Including non-controlling interest
Accumulated Other Comprehensive Income (Loss)
Unrealized gain (loss) on investments, Net-of-tax amount			904
Reclassification adjustment for net gain included in earnings, net-of-tax amount			(786)
Total other comprehensive income (loss), net of tax			118
Unrealized Gain (Loss) on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss)
Unrealized gain (loss) on investments, Net-of-tax amount			904
Reclassification adjustment for net gain included in earnings, net-of-tax amount			(786)
Total other comprehensive income (loss), net of tax			118
Available-for-sale, Debt securities \| Unrealized Gain (Loss) on Available-for-Sale Securities
Accumulated Other Comprehensive Income (Loss)
Unrealized gain (loss) on investments, Before-tax amount		26		253
Unrealized gain (loss) on investments, Tax (expense) benefit		(7)		(64)
Unrealized gain (loss) on investments, Net-of-tax amount		19		189
Interest rate swaps \| Unrealized Gain (Loss) on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss)
Unrealized gain (loss) on investments, Before-tax amount	240	986	991	404
Unrealized gain (loss) on investments, Tax (expense) benefit	(43)	(175)	(176)	(72)
Unrealized gain (loss) on investments, Net-of-tax amount	197	811	815	332
Interest rate swap - unconsolidated joint venture \| Unrealized Gain (Loss) on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss)
Unrealized gain (loss) on investments, Before-tax amount	27	150	120	114
Unrealized gain (loss) on investments, Tax (expense) benefit	(7)	(38)	(31)	(29)
Unrealized gain (loss) on investments, Net-of-tax amount	$ 20	$ 112	$ 89	$ 85

Other Income, Net

6 Months Ended

Jun. 30, 2024

Other Income, Net

Other Income, Net

16. Other Income, Net

Other income, net consists of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Investment income, net
Interest, dividend and accretion income	$	856	$	716	$	1,696	$	1,177
Interest income from investments in SPEs		2,003		2,003		4,006		4,006
Interest earned on notes receivable and other interest		547		464		1,145		921
Total investment income, net		3,406		3,183		6,847		6,104
Interest expense
Interest incurred for project financing and other interest expense		(6,301)		(4,994)		(12,638)		(8,990)
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE		(2,218)		(2,213)		(4,434)		(4,426)
Total interest expense		(8,519)		(7,207)		(17,072)		(13,416)
Gain on contributions to unconsolidated joint ventures		—		27		11		557
Equity in income from unconsolidated joint ventures		5,411		6,038		12,771		9,700
Other income (expense), net
Accretion income from retained interest investments		—		1,101		—		1,495
Miscellaneous (expense) income, net		(102)		366		(562)		686
Other (expense) income, net		(102)		1,467		(562)		2,181
Total other income, net	$	196	$	3,508	$	1,995	$	5,126

Investment Income, Net

Interest, dividend and accretion income includes interest income accrued or received on the Company’s cash, cash equivalents and investments and amortization of the premium or accretion of discount related to the Company’s available-for-sale securities, which is amortized based on an effective interest rate method over the term of the available-for-sale securities.

Interest income from investments in SPEs primarily includes interest earned on the investments held by Panama City Timber Finance Company, LLC, which is used to pay the interest expense for Senior Notes held by Northwest Florida Timber Finance, LLC. See Note 6. Financial Instruments and Fair Value Measurements for additional information.

Interest earned on the Company’s notes receivable and other interest includes interest earned on notes receivable and on the Company’s unimproved land contribution to the unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community. See Note 4. Joint Ventures for additional information.

Interest Expense

Interest expense includes interest incurred related to the Company’s project financing, Senior Notes issued by Northwest Florida Timber Finance, LLC, CDD debt and finance leases. Interest expense also includes amortization of debt discount and premium and debt issuance costs. Discount and issuance costs for the Senior Notes issued by Northwest Florida Timber Finance, LLC, are amortized based on the effective interest method at an effective rate of 4.9%. See Note 6. Financial Instruments and Fair Value Measurements for additional information.

During the three and six months ended June 30, 2024, the Company did not capitalize interest related to projects under development or construction. During the three and six months ended June 30, 2023, the Company capitalized $1.2 million and $2.5 million, respectively, in interest related to projects under development or construction. These amounts are included within investment in real estate, net on the Company’s condensed consolidated balance sheets.

Gain on Contributions to Unconsolidated Joint Ventures

The Company did not have any gain on contributions to unconsolidated joint ventures during the three months ended June 30, 2024. Gain on contributions to unconsolidated joint ventures for the three months ended June 30, 2023, include a gain of less than $0.1 million on additional infrastructure improvements contributed to the Company’s unconsolidated Latitude Margaritaville Watersound JV. Gain on contributions to unconsolidated joint ventures for the six months ended June 30, 2024 and 2023, include a gain of less than $0.1 million and $0.6 million, respectively, on additional infrastructure improvements contributed to the Company’s unconsolidated Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures for additional information.

Equity in Income from Unconsolidated Joint Ventures

Equity in income from unconsolidated joint ventures includes the Company’s proportionate share of earnings or losses of unconsolidated JVs accounted for by the equity method. Equity in income from unconsolidated joint ventures includes income related to the Latitude Margaritaville Watersound JV of $6.5 million and $5.9 million during the three months ended June 30, 2024 and 2023, respectively, and $14.8 million and $9.8 million during the six months ended June 30, 2024 and 2023, respectively. See Note 4. Joint Ventures for additional information.

Other (Expense) Income, Net

Other (expense) income, net primarily includes income from the Company’s retained interest investments and other income and expense items. The Company had a beneficial interest in a bankruptcy-remote qualified SPE used in the installment sale monetization of certain sales of forestry real estate in 2008. Prior to optional prepayment, in full, of the installment notes in August 2023, the Company recorded the accretion of investment income from its retained interest investment over the life of the retained interest using the effective yield method.

Miscellaneous (expense) income, net during the six months ended June 30, 2024, includes $0.5 million net loss on disposal of assets. Miscellaneous (expense) income, net during both the three and six months ended June 30, 2023, includes $0.5 million the Company received from the Florida Division of Emergency Management’s Florida Timber Recovery Block Grant (“TRBG”) program for recovery of lost income related to timber crop that was destroyed as a result of Hurricane Michael. Miscellaneous (expense) income, net during the six months ended June 30, 2023, includes a $0.5 million gain on retained interest investment.

Debt, Net

6 Months Ended

Jun. 30, 2024

Debt, Net

Debt, Net

9. Debt, Net

Debt consists of the following:


			Effective Rate
			June 30,		June 30,		December 31,
	Maturity Date	Interest Rate Terms	2024		2024		2023
Watersound Origins Crossings JV Loan (insured by HUD)	April 2058	Fixed	5.0	%	$	52,253	$	52,546
Pier Park Resort Hotel JV Loan	April 2027	SOFR plus 2.1%^(a)	4.1	%		51,393		51,888
Mexico Beach Crossings JV Loan (insured by HUD)	March 2064	Fixed	3.0	%		42,353		42,405
PPN JV Loan	November 2025	Fixed	4.1	%		40,933		41,485
Pearl Hotel Loan	December 2032	Fixed	6.3	%		34,780		35,520
PPC JV Loan (insured by HUD)	June 2060	Fixed	3.1	%		34,416		34,675
Watersound Camp Creek Loan	December 2047	SOFR plus 2.1%, floor 2.6%	7.4	%		27,598		27,999
North Bay Landing Loan	September 2024	SOFR plus 2.6%, floor 3.3%^(b)	7.9	%		24,750		26,750
PPC II JV Loan (insured by HUD)	May 2057	Fixed	2.7	%		22,007		22,215
Hotel Indigo Loan	October 2028	SOFR plus 2.5%, floor 2.5%	7.8	%		20,273		20,690
Watercrest JV Loan	June 2047	SOFR plus 2.2%	7.5	%		19,832		20,074
Breakfast Point Hotel Loan	November 2042	Fixed^(c)	6.0	%		15,709		15,937
Lodge 30A JV Loan	January 2028	Fixed	3.8	%		14,394		14,655
Airport Hotel Loan	March 2025	SOFR plus 2.1%, floor 3.0%	7.5	%		12,889		13,010
Topsail Hotel Loan	July 2027	SOFR plus 2.1%, floor 3.0%	7.4	%		12,307		12,307
Watersound Town Center Grocery Loan	August 2031	SOFR plus 2.1%, floor 2.3%	7.4	%		10,460		10,531
Beckrich Building III Loan	August 2029	SOFR plus 1.8%	7.2	%		5,014		5,014
Self-Storage Facility Loan	November 2025	SOFR plus 2.5%, floor 2.9%	7.8	%		4,666		4,666
Community Development District debt	May 2025-May 2039	Fixed	3.6 to 6.0	%		2,855		3,046
Beach Homes Loan	May 2029	SOFR plus 1.7%	7.0	%		1,400		1,416
Pier Park Outparcel Loan	March 2027	SOFR plus 1.8%	7.2	%		1,264		1,275
WaterColor Crossings Loan	February 2029	SOFR plus 1.8%	7.2	%		1,080		1,117
Total principal outstanding						452,626		459,221
Unamortized discount and debt issuance costs						(5,240)		(5,581)
Total debt, net					$	447,386	$	453,640

(a)

The Pier Park Resort Hotel JV entered into an interest rate swap that matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 6. Financial Instruments and Fair Value Measurements for additional information.

(b)	Upon reaching a certain debt service coverage ratio, the North Bay Landing Loan will bear interest at a rate of SOFR plus 2.4%, with a floor of 3.1%.

(c)	The Breakfast Point Hotel Loan interest rate is fixed through November 2027 and in December 2027 the rate will adjust to the 1-year constant maturity Treasury rate plus 3.3% from December 2027 through November 2042, with a minimum rate of 6.0% throughout the term of the loan.

The Company’s indebtedness consists of various loans on real and leasehold property. These loans are typically secured by various interests in the property such as assignment of rents, leases, deposits, permits, plans, specifications, fees, agreements, approvals, contracts, licenses, construction contracts, development contracts, service contracts, franchise agreements, the borrower’s assets, improvements, and security interests in the rents, personal property, management agreements, construction agreements, improvements, accounts, profits, leases and fixtures (collectively, “Security Interests”). The specific Security Interests vary from loan to loan. As of June 30, 2024, the weighted average effective interest rate of outstanding debt was 5.3%, of which 66.5% of the debt outstanding includes fixed or swapped interest rates, and the average remaining life of debt outstanding was 16.9 years.

In 2023, the Watersound Origins Crossings JV refinanced into a $52.9 million loan, insured by the U.S. Department of Housing and Urban Development (“HUD”), for a multi-family community located near the entrance to the Watersound Origins residential community (the “Watersound Origins Crossings JV Loan”). The loan provides for monthly payments of principal and interest through maturity in April 2058. The loan includes a prepayment premium due to the lender of 1% - 9% for any principal that is prepaid through April 2033. The loan is secured by the real property and certain other Security Interests.

In 2020, the Pier Park Resort Hotel JV entered into a loan with an initial amount of $52.5 million and up to a maximum of $60.0 million through additional earn-out requests (the “Pier Park Resort Hotel JV Loan”). The loan was entered into to finance the construction of a hotel in the Pier Park area of Panama City Beach, Florida. The loan provides for monthly principal and interest payments with a final balloon payment at maturity in April 2027. The loan is secured by the real property and certain other Security Interests. In connection with the loan, as guarantors, the Company and the Company’s JV partner entered into a guarantee based on each partner’s ownership interest in favor of the lender, to guarantee the payment and performance of the borrower. As guarantor, the Company’s liability under the Pier Park Resort Hotel JV Loan will be released upon reaching and maintaining certain debt service coverage for twelve months. In addition, the guarantee can become full recourse in the case of the failure of the guarantor to abide by or perform any of the covenants or warranties to be performed on the part of such guarantor. The Pier Park Resort Hotel JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR. The interest rate swap matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 6. Financial Instruments and Fair Value Measurements for additional information.

In 2022, the Mexico Beach Crossings JV entered into a $43.5 million loan, insured by HUD, to finance the construction of a multi-family community in Mexico Beach, Florida (the “Mexico Beach Crossings JV Loan”). The loan provides for monthly principal and interest payments through maturity in March 2064. The loan includes a prepayment premium due to the lender of 1% - 10% for any principal that is prepaid through March 2034. The loan is secured by the real property and certain other Security Interests.

In 2015, the Pier Park North JV entered into a $48.2 million loan (the “PPN JV Loan”), secured by a first lien on, and Security Interest in, a majority of the Pier Park North JV’s property. The loan provides for principal and interest payments with a final balloon payment at maturity in November 2025. In connection with the loan, the Company entered into a limited guarantee in favor of the lender, based on its percentage ownership of the JV. In addition, the guarantee can become full recourse in the case of any fraud or intentional misrepresentation by the Pier Park North JV; any voluntary transfer or encumbrance of the property in violation of the due-on-sale clause in the security instrument; upon commencement of voluntary bankruptcy or insolvency proceedings and upon breach of covenants in the security instrument.

In 2022, a wholly-owned subsidiary of the Company entered into a $37.0 million loan, which is guaranteed by the Company, to finance the acquisition of a hotel located on Scenic Highway 30A (“The Pearl Hotel Loan”). The loan provides for monthly principal and interest payments through maturity in December 2032. The loan includes a prepayment fee due to the lender of 1% - 4% of the outstanding principal balance if the loan is refinanced with another financial institution through December 2027. The loan is secured by the real property and certain other Security Interests.

In 2018, the Pier Park Crossings JV entered into a $36.6 million loan, insured by HUD, to finance the construction of a multi-family community in Panama City Beach, Florida (the “PPC JV Loan”). The loan provides for monthly principal and interest payments through maturity in June 2060. The loan includes a prepayment premium due to the lender of 2% - 9% for any additional principal that is prepaid through August 2031. The loan is secured by the real property and certain other Security Interests.

In 2021, a wholly-owned subsidiary of the Company entered into a $28.0 million loan, which is guaranteed by the Company, to finance the construction of an inn and amenity center near the Watersound Camp Creek residential community (the “Watersound Camp Creek Loan”). The loan provides for monthly principal and interest payments through maturity in December 2047. The loan is secured by the real property and certain other Security Interests. As guarantor, the Company’s liability under the loan will be reduced to 50% of the outstanding principal amount upon the

project reaching and maintaining a trailing six months of operations with a certain debt service coverage ratio and reduced to 25% of the outstanding principal amount upon reaching and maintaining a trailing twelve months of operations with a certain debt service coverage ratio. In addition, the guarantee can become full recourse in the case of the failure of guarantor to abide by or perform any of the covenants, warranties or other certain obligations to be performed on the part of such guarantor.

In 2021, a wholly-owned subsidiary of the Company entered into a $26.8 million loan, which is guaranteed by the Company, to finance the construction of a multi-family community in Panama City, Florida (the “North Bay Landing Loan”). The loan provides for interest only payments and a principal balloon payment at maturity in September 2024. The loan includes an option for an extension of the maturity date by eighteen months, subject to certain conditions, which would provide for principal and interest payments commencing on the original maturity date with a final balloon payment at the extended maturity date. The loan is secured by the real property and certain other Security Interests. As guarantor, the Company’s liability under the loan is 50% of the principal amount and will be reduced to 25% of the outstanding principal amount upon reaching and maintaining a certain debt service coverage ratio. In addition, the guarantee can become full recourse in the case of any fraud or intentional misrepresentation or failure to abide by other certain obligations on the part of such guarantor. In May 2023, the Company began the process to make available the option to refinance the North Bay Landing Loan by seeking a loan commitment to be insured by HUD.

In 2019, the Pier Park Crossings Phase II JV entered into a $22.9 million loan, insured by HUD, as amended, to finance the construction of a multi-family community in Panama City Beach, Florida (the “PPC II JV Loan”). The loan provides for monthly payments of principal and interest through maturity in May 2057. The loan includes a prepayment premium due to the lender of 1% - 8% for any additional principal that is prepaid through May 2032. The loan is secured by the real property and certain other Security Interests.

In 2021, a wholly-owned subsidiary of the Company entered into a $21.2 million loan, which is guaranteed by the Company, to finance the construction of a hotel in Panama City, Florida (the “Hotel Indigo Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in October 2028. The loan includes an option for an extension of the maturity date by sixty months, subject to certain conditions, which would provide for continued principal and interest payments with a final balloon payment at the extended maturity date. The loan is secured by the leasehold property and certain other Security Interests.

In 2019, the Watercrest JV entered into a $22.5 million loan to finance the construction of a senior living facility in Santa Rosa Beach, Florida (the “Watercrest JV Loan”). The loan provides for monthly principal and interest payments through maturity in June 2047. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company executed a guarantee in favor of the lender to guarantee the payment and performance of the borrower under the Watercrest JV Loan. The Company is the sole guarantor and receives a quarterly fee related to the guarantee from its JV partner based on the JV partner’s ownership percentage.

In 2020, a wholly-owned subsidiary of the Company entered into a $16.8 million loan, which is guaranteed by the Company, to finance the construction of a hotel in the Breakfast Point area of Panama City Beach, Florida (the “Breakfast Point Hotel Loan”). The loan provides for monthly principal and interest payments through maturity in November 2042. The loan includes a prepayment premium due to the lender of 1% - 2% of the outstanding principal balance for any additional principal that is prepaid through November 2027. The loan is secured by the real property and certain other Security Interests.

In 2021, The Lodge 30A JV entered into a $15.0 million loan to finance the construction of a boutique hotel in Seagrove Beach, Florida (the “Lodge 30A JV Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in January 2028. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company, wholly-owned subsidiaries of the Company and the Company’s JV partner entered into a joint and several payment and performance guarantee in favor of the lender. Upon reaching a certain debt service coverage ratio for a minimum of twenty-four months, the Company’s liability as guarantor will be reduced to 75% of the outstanding principal amount for a twelve-month period. The debt service coverage ratio will be tested annually thereafter and the Company’s liability will be reduced to 50% in year four and 25% in year five. The Company receives a monthly fee related to the guarantee from its JV partner based on the JV partner’s ownership percentage.

In 2020, a wholly-owned subsidiary of the Company entered into a $15.3 million loan, which is guaranteed by the Company, to finance construction of a hotel in Panama City, Florida (the “Airport Hotel Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in March 2025. The loan is secured by the real property and certain other Security Interests.

In 2022, a wholly-owned subsidiary of the Company entered into a $13.7 million loan, which is guaranteed by the Company, to finance the construction of a hotel in Santa Rosa Beach, Florida (the “Topsail Hotel Loan”). The loan provides for interest only payments for the first thirty-six months and principal and interest payments thereafter with a final balloon payment at maturity in July 2027. The loan is secured by the real property and certain other Security Interests.

In 2021, a wholly-owned subsidiary of the Company entered into a $12.0 million loan, which is guaranteed by the Company, to finance the construction of a building in the Watersound Town Center near the Watersound Origins residential community (the “Watersound Town Center Grocery Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in August 2031. The loan is secured by the real property and certain other Security Interests. As guarantor, the Company’s liability under the loan is 50% of the outstanding principal amount and will be reduced to 25% of the outstanding principal amount upon reaching a certain debt service coverage ratio.

In 2019, a wholly-owned subsidiary of the Company entered into a $5.5 million loan, which is guaranteed by the Company, to finance the construction of an office building in Panama City Beach, Florida (the “Beckrich Building III Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in August 2029. The loan is secured by the real property and certain other Security Interests.

In 2020, a wholly-owned subsidiary of the Company entered into a $5.8 million loan, which is guaranteed by the Company, to finance the construction of a self-storage facility in Santa Rosa Beach, Florida (the “Self-Storage Facility Loan”). The loan provides for interest only payments for the first forty-eight months and principal and interest payments thereafter with a final balloon payment at maturity in November 2025. The loan is secured by the real property and certain other Security Interests. The Company’s liability as guarantor under the loan shall not exceed $2.9 million, plus any additional fees, with the project maintaining a certain debt service coverage.

Community Development District (“CDD”) bonds financed the construction of infrastructure improvements at some of the Company’s projects. The principal and interest payments on the bonds are paid by assessments on the properties benefited by the improvements financed by the bonds. CDD debt is secured by certain real estate or other collateral. The Company has recorded a liability for CDD debt that is associated with platted property, which is the point at which it becomes fixed and determinable. Additionally, the Company has recorded a liability for the portion of the CDD debt that is associated with unplatted property if it is probable and reasonably estimable that the Company will ultimately be responsible for repayment. The Company’s total CDD debt assigned to property it owns was $10.1 million and $10.7 million, respectively, as of June 30, 2024 and December 31, 2023, respectively. The Company pays interest on this total outstanding CDD debt.

In 2018, a wholly-owned subsidiary of the Company entered into a $1.7 million loan, which is guaranteed by the Company, to finance the construction of two beach homes located in Panama City Beach, Florida (the “Beach Homes Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in May 2029. The loan is secured by the real property and certain other Security Interests.

In 2017, a wholly-owned subsidiary of the Company entered into a $1.6 million loan to finance the construction of a commercial leasing property located in Panama City Beach, Florida (the “Pier Park Outparcel Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in March 2027. The loan is secured by the real property and certain other Security Interests.

In 2018, a wholly-owned subsidiary of the Company entered into a $1.9 million loan, which is guaranteed by the Company, to finance the construction of a commercial leasing property located in Santa Rosa Beach, Florida (the

“WaterColor Crossings Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in February 2029. The loan is secured by the real property and certain other Security Interests.

The Company’s financing agreements are subject to various customary debt covenants and as of both June 30, 2024 and December 31, 2023, the Company was in compliance with the financial debt covenants.

As of June 30, 2024, property, receivables and inventory that were pledged as collateral related to the Company’s debt agreements, had an approximate carrying amount of $568.2 million. These assets are included within investment in real estate, net, property and equipment, net and other assets on the condensed consolidated balance sheets.

The aggregate maturities of debt subsequent to June 30, 2024, for the years ending December 31 are:


2024	$	29,257
2025		66,268
2026		8,712
2027		69,419
2028		36,026
Thereafter		242,944
	$	452,626

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (a)(3)
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(c))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
-Subparagraph (g)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Event

6 Months Ended

Jun. 30, 2024

Subsequent Event.

Subsequent Event.

20. Subsequent Event

On July 24, 2024, the Company’s Board of Directors declared a cash dividend of $0.14 per share on the Company’s common stock, payable on September 6, 2024 to shareholders of record at the close of business on August 9, 2024.

Deferred Revenue - Changes in Club Initiation Fees (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Change in contract with customer liability
Balance at beginning of period	$ 62,836
Balance at end of period	64,134
Club Membership
Change in contract with customer liability
Balance at beginning of period	48,742	$ 25,088
New club memberships	7,387	11,260
Revenue from amounts included in contract liability opening balance	(6,191)	(3,636)
Revenue from current period new memberships	(532)	(397)
Balance at end of period	$ 49,406	$ 32,315

Stockholders' Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stockholders' Equity
Dividends paid (in dollars per share)	$ 0.12	$ 0.10	$ 0.24	$ 0.20
Amount of dividends paid	$ 7,000	$ 5,800	$ 14,014	$ 11,667

Income Taxes - Valuation Allowances (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Income Taxes
Valuation allowance	$ 0.3	$ 0.3

Financial Instruments and Fair Value Measurements - Measurements on Recurring Basis (Details) - Recurring basis - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Financial instruments and fair value measurements
Cash equivalents	$ 62,826	$ 61,185
Money market fund
Financial instruments and fair value measurements
Cash equivalents	2,903	1,383
U.S. Treasury Bills
Financial instruments and fair value measurements
Cash equivalents	59,923	59,802
Level 1
Financial instruments and fair value measurements
Cash equivalents	62,826	61,185
Level 1 \| Money market fund
Financial instruments and fair value measurements
Cash equivalents	2,903	1,383
Level 1 \| U.S. Treasury Bills
Financial instruments and fair value measurements
Cash equivalents	$ 59,923	$ 59,802

Segment Information

6 Months Ended

Jun. 30, 2024

Segment Information

Segment Information

17. Segment Information

The Company conducts primarily all of its business in the following three reportable segments: (1) residential, (2) hospitality and (3) commercial. The Company’s reportable segments are strategic business units that offer different products and services. They are each managed separately and decisions about allocations of resources are determined by management based on these strategic business units. The Company uses total segment revenue and income before income taxes and non-controlling interest and other qualitative measures for purposes of making decisions about

allocating resources to each segment and assessing each segment’s performance, which the Company believes represents current performance measures.

The accounting policies of the segments are set forth in Note 2 to the Company’s consolidated financial statements contained in Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Total revenue represents sales to unaffiliated customers, as reported in the Company’s condensed consolidated statements of income. All significant intercompany transactions have been eliminated in consolidation. The captions entitled “Other” consists of mitigation credit, title and insurance business revenue and cost of revenue; corporate operating expenses; corporate depreciation and amortization and corporate other income and expense items.

Information by business segment is as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Operating revenue:
Residential	$	31,731	$	63,408	$	62,546	$	91,438
Hospitality		63,249		45,611		103,281		70,466
Commercial		15,385		18,301		31,493		37,308
Other		1,241		847		2,072		1,945
Consolidated operating revenue	$	111,606	$	128,167	$	199,392	$	201,157

Income (loss) before income taxes:
Residential^(a)	$	21,549	$	39,502	$	44,872	$	55,102
Hospitality		14,480		3,640		13,202		122
Commercial		(815)		3,677		(1,651)		6,475
Other		(2,389)		(1,480)		(5,847)		(3,439)
Consolidated income before income taxes	$	32,825	$	45,339	$	50,576	$	58,260

(a)

The three months ended June 30, 2024 and 2023, include $6.5 million and $5.9 million, respectively, of equity in income from unconsolidated joint ventures related to the Latitude Margaritaville Watersound JV. The six months ended June 30, 2024 and 2023, include $14.8 million and $9.8 million, respectively, of equity in income from unconsolidated joint ventures related to the Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures for additional information.


	June 30,		December 31,
	2024		2023
Total assets:
Residential	$	249,822	$	233,957
Hospitality		475,279		465,828
Commercial		518,210		511,978
Other		307,131		311,767
Total assets	$	1,550,442	$	1,523,530

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Deferred Revenue - Performance Obligations (Details) $ in Millions	Jun. 30, 2024 USD ($)
Performance obligations
Remaining performance obligations	$ 49.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Performance obligations
Remaining performance obligations	$ 5.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Performance obligations
Remaining performance obligations	$ 22.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Performance obligations
Remaining performance obligations	$ 16.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Performance obligations
Remaining performance obligations	$ 4.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Financial Instruments and Fair Value Measurements

Schedule of financial instruments measured at fair value on recurring basis


	June 30, 2024
							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents:
Money market funds	$	2,903	$	—	$	—	$	2,903
U.S. Treasury Bills		59,923		—		—		59,923
	$	62,826	$	—	$	—	$	62,826


	December 31, 2023
							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents:
Money market funds	$	1,383	$	—	$	—	$	1,383
U.S. Treasury Bills		59,802		—		—		59,802
	$	61,185	$	—	$	—	$	61,185

Schedule of assets and liabilities measured at fair value on a recurring basis related to interest rate swap agreements designated as cash flow hedges

Fixed

Notional

Fair

Location in

Effective

Maturity

Interest

Amount as of

Derivative Asset Fair Value

Value

Consolidated

Description

Date

Rate

June 30, 2024

December 31, 2023

Level

Balance Sheets

In Millions

In Thousands

Pier Park Resort Hotel JV Loan^(a)

December 2022

April 2027

3.2%

41.1

3,374

3,254

Other assets

Pier Park TPS JV Loan^(b)

January 2021

January 2026

5.2%

13.3

218

191

Investment in unconsolidated joint ventures

(a)	See Note 9. Debt, Net for additional information.

(b)

Interest rate swap was entered into by the Pier Park TPS JV, which is unconsolidated and accounted for using the equity method. The derivative asset has been recorded at the Company’s proportionate share of its estimated fair value. The Company’s proportionate share of the gain or loss on the derivative instrument is reported as a component of other comprehensive (loss) income and reclassified into equity in income from unconsolidated joint ventures in the period during which the hedged transaction affects earnings. See Note 4. Joint Ventures and Note 18. Commitments and Contingencies for additional information.

Summary of effect of derivative instruments on consolidated statements of income and consolidated statements of comprehensive income


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amount of net gain recognized in other comprehensive income	$	267	$	1,136	$	1,111	$	518
Amount of net gain reclassified into interest expense	$	(433)	$	(409)	$	(871)	$	(738)
Amount of net gain reclassified into equity in income from unconsolidated joint ventures	$	(47)	$	(39)	$	(93)	$	(70)

Schedule of carrying amount and estimated fair value of financial instruments measured on nonrecurring basis


	June 30, 2024					December 31, 2023
	Carrying		Estimated			Carrying		Estimated
	value		Fair value		Level	value		Fair value		Level
Investments held by SPEs:
Time deposit	$	200,000	$	200,000	3	$	200,000	$	200,000	3
U.S. Treasury Bills	$	3,465	$	3,373	1	$	3,824	$	3,750	1

Senior Notes held by SPE	$	178,321	$	177,612	3	$	178,162	$	181,286	3

Debt
Fixed-rate debt	$	259,700	$	209,595	2	$	262,484	$	215,522	2
Variable-rate debt		192,926		192,926	2		196,737		196,737	2
Total debt	$	452,626	$	402,521		$	459,221	$	412,259

Deferred Revenue - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Deferred Revenue
Deferred revenue	$ 64,134	$ 62,836
Other
Deferred Revenue
Deferred revenue	14,700	14,100
Other \| Florida Department of Transportation
Deferred Revenue
Deferred revenue	$ 10,900	$ 10,900

Other Assets (Tables)

6 Months Ended

Jun. 30, 2024

Other Assets

Schedule of Other Assets


	June 30,		December 31,
	2024		2023
Accounts receivable, net	$	21,554	$	20,322
Homesite sales receivable		29,010		29,862
Notes receivable, net		393		416
Inventory		4,521		4,250
Prepaid expenses		15,035		12,086
Straight-line rent		2,809		2,755
Operating lease right-of-use assets		5,271		858
Other assets		8,756		8,756
Accrued interest receivable for Senior Notes held by SPE		2,938		2,938
Total other assets	$	90,287	$	82,243

Schedule of Lot Sales Receivable


	June 30,		June 30,
	2024		2023
Balance at beginning of period	$	29,862	$	10,086
Increases due to revenue recognized for homesites sold		4,195		17,978
Decreases due to amounts received		(5,047)		(4,356)
Balance at end of period	$	29,010	$	23,708

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Financial Instruments and Fair Value Measurements - Effect of derivative instruments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Gain (loss) of derivative instruments
Amount of net gain recognized in other comprehensive income	$ 267	$ 1,136	$ 1,111	$ 518
Amount expected to be reclassified during next twelve months			$ 1,700
Period over which losses are expected to be reclassified			12 months
Interest expense
Gain (loss) of derivative instruments
Amount of net gain reclassified into consolidated statements of income	(433)	(409)	$ (871)	(738)
Equity in income (loss) from unconsolidated joint ventures
Gain (loss) of derivative instruments
Amount of net gain reclassified into consolidated statements of income	$ (47)	$ (39)	$ (93)	$ (70)

Financial Instruments and Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Financial Instruments and Fair Value Measurements

Financial Instruments and Fair Value Measurements

6. Financial Instruments and Fair Value Measurements

Fair Value Measurements

The financial instruments measured at fair value on a recurring basis are as follows:


	June 30, 2024
							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents:
Money market funds	$	2,903	$	—	$	—	$	2,903
U.S. Treasury Bills		59,923		—		—		59,923
	$	62,826	$	—	$	—	$	62,826


	December 31, 2023
							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents:
Money market funds	$	1,383	$	—	$	—	$	1,383
U.S. Treasury Bills		59,802		—		—		59,802
	$	61,185	$	—	$	—	$	61,185

Money market funds and U.S. Treasury Bills are measured based on quoted market prices in an active market and categorized within Level 1 of the fair value hierarchy. Money market funds and short-term U.S. Treasury Bills with a maturity date of 90 days or less from the date of purchase are classified as cash equivalents in the Company’s condensed consolidated balance sheets.

Assets and liabilities measured at fair value on a recurring basis related to interest rate swap agreements designated as cash flow hedges are as follows:

Fixed

Notional

Fair

Location in

Effective

Maturity

Interest

Amount as of

Derivative Asset Fair Value

Value

Consolidated

Description

Date

Rate

June 30, 2024

December 31, 2023

Level

Balance Sheets

In Millions

In Thousands

Pier Park Resort Hotel JV Loan^(a)

December 2022

April 2027

3.2%

41.1

3,374

3,254

Other assets

Pier Park TPS JV Loan^(b)

January 2021

January 2026

5.2%

13.3

218

191

Investment in unconsolidated joint ventures

(a)	See Note 9. Debt, Net for additional information.

(b)

The following is a summary of the effect of derivative instruments on the Company’s condensed consolidated statements of income and condensed consolidated statements of comprehensive income:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amount of net gain recognized in other comprehensive income	$	267	$	1,136	$	1,111	$	518
Amount of net gain reclassified into interest expense	$	(433)	$	(409)	$	(871)	$	(738)
Amount of net gain reclassified into equity in income from unconsolidated joint ventures	$	(47)	$	(39)	$	(93)	$	(70)

As of June 30, 2024, based on current value, the Company expects to reclassify $1.7 million of derivative instruments from accumulated other comprehensive income to earnings during the next twelve months. See Note 13. Accumulated Other Comprehensive Income for additional information.

Investment in Unconsolidated Joint Ventures

The Company evaluates its investment in unconsolidated JVs for impairment during each reporting period. A series of operating losses of an investee or other factors may indicate that a decrease in the value of the Company’s investment in the unconsolidated JV has occurred. The amount of impairment recognized is the excess of the investment’s carrying value over its estimated fair value. The fair value of the Company’s investment in unconsolidated JVs is determined primarily using a discounted cash flow model to value the underlying net assets or cash flows of the respective JV. The fair value of investment in unconsolidated JVs required to be assessed for impairment is determined using Level 3 inputs in the fair value hierarchy. No impairment for unconsolidated JVs was recorded during the three and six months ended June 30, 2024 and 2023. See Note 4. Joint Ventures for additional information.

Fair Value of Financial Instruments

The carrying value of the Company’s cash and cash equivalents, restricted cash, receivables, other assets, accounts payable and other liabilities approximate fair value due to the short-term nature of these instruments.

The Company uses the following methods and assumptions in estimating fair value for financial instruments:

●

The fair value of the investments held by SPE - time deposit is based on the present value of future cash flows at the current market rate.

●

The fair value of the investments held by SPE - U.S. Treasury Bills are measured based on quoted market prices in an active market.

●

The fair value of debt is based on discounted future expected cash flows based on current market rates for financial instruments with similar risks, terms and maturities.

●

The fair value of the senior notes held by SPE is based on the present value of future cash flows at the current market rate.

The carrying amount and estimated fair value, measured on a nonrecurring basis, of the Company’s financial instruments were as follows:


	June 30, 2024					December 31, 2023
	Carrying		Estimated			Carrying		Estimated
	value		Fair value		Level	value		Fair value		Level
Investments held by SPEs:
Time deposit	$	200,000	$	200,000	3	$	200,000	$	200,000	3
U.S. Treasury Bills	$	3,465	$	3,373	1	$	3,824	$	3,750	1

Senior Notes held by SPE	$	178,321	$	177,612	3	$	178,162	$	181,286	3

Debt
Fixed-rate debt	$	259,700	$	209,595	2	$	262,484	$	215,522	2
Variable-rate debt		192,926		192,926	2		196,737		196,737	2
Total debt	$	452,626	$	402,521		$	459,221	$	412,259

Investments and Senior Notes Held by Special Purpose Entities

In connection with a real estate sale in 2014, the Company received consideration including a $200.0 million fifteen-year installment note (the “Timber Note”) issued by Panama City Timber Finance Company, LLC. The Company contributed the Timber Note and assigned its rights as a beneficiary under a letter of credit to Northwest Florida Timber Finance, LLC. Northwest Florida Timber Finance, LLC monetized the Timber Note by issuing $180.0 million aggregate principal amount of its 4.8% Senior Secured Notes due in 2029 (the “Senior Notes”) at an issue price of 98.5% of face value to third party investors. The investments held by Panama City Timber Finance Company, LLC as of June 30, 2024, consist of a $200.0 million time deposit that, subsequent to April 2, 2014, pays interest at 4.0% and matures in March 2029, U.S. Treasuries of $3.5 million and cash of $0.4 million. The Senior Notes held by Northwest Florida Timber Finance, LLC as of June 30, 2024 consist of $178.3 million, net of the $1.7 million discount and debt issuance costs. Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC are VIEs, which the Company consolidates as the primary beneficiary of each entity.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Joint Ventures - Unconsolidated JV Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Investments
Outstanding debt principal	$ 452,626	$ 459,221
Unconsolidated joint ventures
Investments
Outstanding debt principal	103,652	115,456
Latitude Margaritaville Watersound JV
Investments
Outstanding debt principal	14,423	37,445
Watersound Fountains Independent Living JV
Investments
Outstanding debt principal	41,538	38,062
Pier Park TPS JV
Investments
Outstanding debt principal	13,336	13,503
Pier Park RI JV
Investments
Outstanding debt principal	24,079	16,021
Busy Bee JV
Investments
Outstanding debt principal	5,529	5,693
Electric Cart Watersound JV
Investments
Outstanding debt principal	4,747	4,732
Latitude Margaritaville Watersound JV
Investments
Amount as lender of secured revolving promissory note	$ 10,000	$ 10,000

Accumulated Other Comprehensive Income

6 Months Ended

Jun. 30, 2024

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Loss

13. Accumulated Other Comprehensive Income

Following is a summary of the changes in the balances of accumulated other comprehensive income, which is presented net of tax:


	Unrealized
	Gain (Loss) on
	Cash Flow
	Hedges		Total
Accumulated other comprehensive income as of December 31, 2023	$	1,843	$	1,843
Other comprehensive income before reclassifications		904		904
Amounts reclassified from accumulated other comprehensive income		(786)		(786)
Other comprehensive income		118		118
Less: Other comprehensive income attributable to non-controlling interest		(36)		(36)
Accumulated other comprehensive income as of June 30, 2024	$	1,925	$	1,925

Following is a summary of the tax effects allocated to other comprehensive (loss) income:


	Three Months Ended June 30, 2024
	Before-		Tax (Expense)		Net-of-
	Tax Amount		Benefit		Tax Amount
Interest rate swap	$	240	$	(43)	$	197
Interest rate swap - unconsolidated affiliate		27		(7)		20
Reclassification adjustment for net (gain) loss included in earnings		(480)		89		(391)
Net unrealized (loss) gain		(213)		39		(174)
Other comprehensive (loss) income	$	(213)	$	39	$	(174)


	Three Months Ended June 30, 2023
	Before-		Tax (Expense)		Net-of-
	Tax Amount		Benefit		Tax Amount
Unrealized gain (loss) on available-for-sale investments	$	26	$	(7)	$	19
Interest rate swap		986		(175)		811
Interest rate swap - unconsolidated affiliate		150		(38)		112
Reclassification adjustment for net (gain) loss included in earnings		(448)		83		(365)
Net unrealized gain (loss)		714		(137)		577
Other comprehensive income (loss)	$	714	$	(137)	$	577


	Six Months Ended June 30, 2024
	Before-		Tax (Expense)		Net-of-
	Tax Amount		Benefit		Tax Amount
Interest rate swaps	$	991	$	(176)	$	815
Interest rate swap - unconsolidated joint venture		120		(31)		89
Reclassification adjustment for net (gain) loss included in earnings		(964)		178		(786)
Net unrealized gain (loss)		147		(29)		118
Other comprehensive income (loss)	$	147	$	(29)	$	118


	Six Months Ended June 30, 2023
	Before-		Tax (Expense)		Net-of-
	Tax Amount		Benefit		Tax Amount
Unrealized gain (loss) on available-for-sale investments	$	253	$	(64)	$	189
Interest rate swaps		404		(72)		332
Interest rate swap - unconsolidated joint venture		114		(29)		85
Reclassification adjustment for net (gain) loss included in earnings		(808)		149		(659)
Net unrealized loss		(37)		(16)		(53)
Other comprehensive loss	$	(37)	$	(16)	$	(53)

Other Assets - Prepaid Expenses and Other Assets (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Other Assets
Prepaid insurance	$ 7.9	$ 4.4
Other assets, Restricted cash and escrow deposits	4.6	4.7
Other assets, Derivative assets	$ 3.4	$ 3.3

Segment Information - Reportable Segments (Details)	6 Months Ended
Segment Information - Reportable Segments (Details)	Jun. 30, 2024 segment
Segment Information
Number of reportable segments	3

Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2024

Accumulated Other Comprehensive Income

Summary of changes in accumulated other comprehensive income


	Unrealized
	Gain (Loss) on
	Cash Flow
	Hedges		Total
Accumulated other comprehensive income as of December 31, 2023	$	1,843	$	1,843
Other comprehensive income before reclassifications		904		904
Amounts reclassified from accumulated other comprehensive income		(786)		(786)
Other comprehensive income		118		118
Less: Other comprehensive income attributable to non-controlling interest		(36)		(36)
Accumulated other comprehensive income as of June 30, 2024	$	1,925	$	1,925

Summary of tax effects allocated to other comprehensive income (loss)


	Three Months Ended June 30, 2024
	Before-		Tax (Expense)		Net-of-
	Tax Amount		Benefit		Tax Amount
Interest rate swap	$	240	$	(43)	$	197
Interest rate swap - unconsolidated affiliate		27		(7)		20
Reclassification adjustment for net (gain) loss included in earnings		(480)		89		(391)
Net unrealized (loss) gain		(213)		39		(174)
Other comprehensive (loss) income	$	(213)	$	39	$	(174)


	Three Months Ended June 30, 2023
	Before-		Tax (Expense)		Net-of-
	Tax Amount		Benefit		Tax Amount
Unrealized gain (loss) on available-for-sale investments	$	26	$	(7)	$	19
Interest rate swap		986		(175)		811
Interest rate swap - unconsolidated affiliate		150		(38)		112
Reclassification adjustment for net (gain) loss included in earnings		(448)		83		(365)
Net unrealized gain (loss)		714		(137)		577
Other comprehensive income (loss)	$	714	$	(137)	$	577


	Six Months Ended June 30, 2024
	Before-		Tax (Expense)		Net-of-
	Tax Amount		Benefit		Tax Amount
Interest rate swaps	$	991	$	(176)	$	815
Interest rate swap - unconsolidated joint venture		120		(31)		89
Reclassification adjustment for net (gain) loss included in earnings		(964)		178		(786)
Net unrealized gain (loss)		147		(29)		118
Other comprehensive income (loss)	$	147	$	(29)	$	118


	Six Months Ended June 30, 2023
	Before-		Tax (Expense)		Net-of-
	Tax Amount		Benefit		Tax Amount
Unrealized gain (loss) on available-for-sale investments	$	253	$	(64)	$	189
Interest rate swaps		404		(72)		332
Interest rate swap - unconsolidated joint venture		114		(29)		85
Reclassification adjustment for net (gain) loss included in earnings		(808)		149		(659)
Net unrealized loss		(37)		(16)		(53)
Other comprehensive loss	$	(37)	$	(16)	$	(53)

Financial Instruments and Fair Value Measurements - Carrying Amount and Fair Value (Details) - Nonrecurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Carrying Value
Financial instruments and fair value measurements
Debt	$ 452,626	$ 459,221
Fair Value
Financial instruments and fair value measurements
Debt	402,521	412,259
Level 1 \| Carrying Value \| U.S. Treasury Bills
Financial instruments and fair value measurements
Investments held by SPEs	3,465	3,824
Level 1 \| Fair Value \| U.S. Treasury Bills
Financial instruments and fair value measurements
Investments held by SPEs	3,373	3,750
Level 2 \| Carrying Value \| Fixed-rate debt
Financial instruments and fair value measurements
Debt	259,700	262,484
Level 2 \| Carrying Value \| Variable rate debt
Financial instruments and fair value measurements
Debt	192,926	196,737
Level 2 \| Fair Value \| Fixed-rate debt
Financial instruments and fair value measurements
Debt	209,595	215,522
Level 2 \| Fair Value \| Variable rate debt
Financial instruments and fair value measurements
Debt	192,926	196,737
Level 3 \| Carrying Value
Financial instruments and fair value measurements
Senior Notes held by SPE	178,321	178,162
Level 3 \| Carrying Value \| Time deposit
Financial instruments and fair value measurements
Investments held by SPEs	200,000	200,000
Level 3 \| Fair Value
Financial instruments and fair value measurements
Senior Notes held by SPE	177,612	181,286
Level 3 \| Fair Value \| Time deposit
Financial instruments and fair value measurements
Investments held by SPEs	$ 200,000	$ 200,000

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Stockholders' Equity

Stockholders' Equity

14. Stockholders’ Equity

Dividends

During the three months ended June 30, 2024 and 2023, the Company paid cash dividends of $0.12 and $0.10, respectively, per share on the Company’s common stock for a total of $7.0 million and $5.8 million, respectively. During the six months ended June 30, 2024 and 2023, the Company paid cash dividends of $0.24 and $0.20, respectively, per share on the Company’s common stock for a total of $14.0 million and $11.7 million, respectively.

Stock Repurchase Program

The Company’s Board approved a stock repurchase program (the “Stock Repurchase Program”) pursuant to which the Company is authorized to repurchase shares of its common stock. The program has no expiration date.

During the three and six months ended June 30, 2024 and 2023, the Company did not repurchase shares of its common stock outstanding. As of June 30, 2024, the Company had a total authority of $80.0 million available for purchase of shares of its common stock. The Company may repurchase its common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and amount of any additional shares to be repurchased will depend upon a variety of factors. Repurchases may be commenced or suspended at any time or from time to time without prior notice. The Stock Repurchase Program will continue until otherwise modified or terminated by the Company’s Board at any time in its sole discretion.

Issuance of Common Stock for Employee Compensation

In February 2024, the Company granted 26,744 restricted stock awards to certain employees pursuant to the Company’s 2015 Performance and Equity Incentive Plan (the “2015 Plan”). The restricted shares vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months ended June 30, 2024, 2,592 of the unvested restricted shares were forfeited due to the recipient’s resignation. In addition, in February 2024, the Company granted 5,418 restricted stock awards to an employee pursuant to the 2015 Plan. The restricted shares vest in January 2030, subject to the recipient’s continued employment through and on the applicable vesting date. The weighted average grant date fair value of the restricted shares was $54.16 per share.

In March 2023, the Company granted 12,796 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted shares vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months ended June 30, 2024, 3,187 of the restricted shares vested on the first annual anniversary. During the six months ended June 30, 2024, 3,237 of the unvested restricted shares were forfeited due to the recipient’s resignation. The weighted average grant date fair value of the restricted shares was $39.42 per share.

In February 2023, the Company granted 17,943 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted shares vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months

ended June 30, 2024, 5,982 of the restricted shares vested on the first annual anniversary. In addition, in February 2023, the Company granted 5,760 restricted stock awards to an employee pursuant to the 2015 Plan. The restricted shares vest in January 2030, subject to the recipient’s continued employment through and on the applicable vesting date. The weighted average grant date fair value of the restricted shares was $44.30 per share.

In April 2022, the Company granted 4,361 restricted stock awards to an employee pursuant to the 2015 Plan. The restricted shares vest in January 2030, subject to the recipient’s continued employment through and on the applicable vesting date. The weighted average grant date fair value of the restricted shares was $55.73 per share.

In February 2022, the Company granted 25,594 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted shares vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months ended June 30, 2024 and 2023, 8,532 and 8,531, respectively, of the restricted shares vested on the annual anniversaries. During the six months ended June 30, 2024, 867 of the unvested restricted shares were forfeited due to the recipient’s resignation. The weighted average grant date fair value of the restricted shares was $46.73 per share.

Following is a summary of non-vested restricted share activity:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
			Weighted Average			Weighted Average
			Grant Date			Grant Date
	Number of		Fair Value	Number of		Fair Value
Non-Vested Restricted Shares	Shares		Per Share	Shares		Per Share
Balance at beginning of period	57,923	$	44.80	29,955	$	48.04
Granted	32,162	$	54.16	36,499	$	42.59
Vested	(17,701)	$	44.59	(8,531)	$	46.73
Forfeited	(6,696)	$	46.07	—	$	—
Balance at end of period	65,688	$	49.31	57,923	$	44.80

Stock based compensation cost is measured at the grant date based on the fair value of the award and is typically recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Forfeitures are accounted for as they occur. During the three months ended June 30, 2024 and 2023, the Company recorded expense of $0.3 million and $0.2 million, respectively, related to restricted stock awards. During the six months ended June 30, 2024 and 2023, the Company recorded expense of $0.6 million and $0.4 million, respectively, related to restricted stock awards.

As of June 30, 2024 and December 31, 2023, unrecognized compensation cost, related to non-vested restricted shares were $2.7 million and $1.8 million, respectively. As of June 30, 2024, unrecognized compensation costs will be recognized over a weighted average period of 2.9 years.

Joint Ventures - Equity in Income (Loss) from Unconsolidated JV (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Investments
Distributions from unconsolidated JVs			$ 9,900	$ 1,800
Equity in income (loss) from unconsolidated joint ventures	$ 5,411	$ 6,038	12,771	9,700
Proceeds from sale of assets			84	12
Investment, Unconsolidated joint ventures
Investments
Cumulative undistributed earnings	22,100		22,100
Maximum exposure to loss	111,300		111,300
Latitude Margaritaville Watersound JV
Investments
Distributions from unconsolidated JVs			9,600	1,700
Equity in income (loss) from unconsolidated joint ventures	6,544	5,902	14,823	9,803
Sea Sound JV
Investments
Equity in income (loss) from unconsolidated joint ventures		(18)		(54)
Watersound Fountains Independent Living JV
Investments
Equity in income (loss) from unconsolidated joint ventures	(1,144)	(302)	(1,871)	(302)
Pier Park TPS JV
Investments
Equity in income (loss) from unconsolidated joint ventures	72	154	(141)	(13)
Pier Park RI JV
Investments
Equity in income (loss) from unconsolidated joint ventures	(164)		(164)
Busy Bee JV
Investments
Equity in income (loss) from unconsolidated joint ventures	30	201	52	101
Electric Cart Watersound JV
Investments
Equity in income (loss) from unconsolidated joint ventures	37	77	13	113
Watersound Management JV
Investments
Equity in income (loss) from unconsolidated joint ventures	$ 36	$ 24	$ 59	$ 52

Debt, Net - Schedule of Debt (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended	180 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Nov. 30, 2042	Apr. 30, 2027	Dec. 31, 2022
Debt instruments
Outstanding debt principal	$ 452,626	$ 459,221
Unamortized discount and debt issuance costs	(5,240)	(5,581)
Debt, Net	$ 447,386	453,640
Weighted average effective interest rate of outstanding debt (as a percent)	5.30%
Percentage of debt outstanding at fixed interest rates	66.50%
Average remaining life of debt outstanding	16 years 10 months 24 days
Watersound Origins Crossings JV Loan (insured by HUD)
Debt instruments
Effective interest rate (as a percent)	5.00%
Outstanding debt principal	$ 52,253	52,546
Pier Park Resort Hotel JV Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.10%
Effective interest rate (as a percent)	4.10%
Outstanding debt principal	$ 51,393	51,888
Pier Park Resort Hotel JV Loan \| Interest rate swaps
Debt instruments
Notional amount					$ 42,000
Fixed interest rate (as a percent)	3.20%
Pier Park Resort Hotel JV Loan \| Interest rate swaps \| Forecast
Debt instruments
Notional amount				$ 38,700
Mexico Beach Crossings JV Loan (insured by HUD)
Debt instruments
Effective interest rate (as a percent)	3.00%
Outstanding debt principal	$ 42,353	42,405
PPN JV Loan
Debt instruments
Effective interest rate (as a percent)	4.10%
Outstanding debt principal	$ 40,933	41,485
Pearl Hotel Loan
Debt instruments
Effective interest rate (as a percent)	6.30%
Outstanding debt principal	$ 34,780	35,520
PPC JV Loan (insured by HUD)
Debt instruments
Effective interest rate (as a percent)	3.10%
Outstanding debt principal	$ 34,416	$ 34,675
Watersound Camp Creek Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.10%
Floor rate (as a percent)	2.60%	2.60%
Effective interest rate (as a percent)	7.40%
Outstanding debt principal	$ 27,598	$ 27,999
North Bay Landing Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.60%
Floor rate (as a percent)	3.30%	3.30%
Effective interest rate (as a percent)	7.90%
Outstanding debt principal	$ 24,750	$ 26,750
North Bay Landing Loan \| Upon reaching certain debt service coverage ratio
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.40%
Floor rate (as a percent)	3.10%
PPC II JV Loan (insured by HUD)
Debt instruments
Effective interest rate (as a percent)	2.70%
Outstanding debt principal	$ 22,007	$ 22,215
Hotel Indigo Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.50%
Floor rate (as a percent)	2.50%	2.50%
Effective interest rate (as a percent)	7.80%
Outstanding debt principal	$ 20,273	$ 20,690
Watercrest JV Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.20%
Effective interest rate (as a percent)	7.50%
Outstanding debt principal	$ 19,832	20,074
Breakfast Point Hotel Loan
Debt instruments
Effective interest rate (as a percent)	6.00%
Outstanding debt principal	$ 15,709	15,937
Breakfast Point Hotel Loan \| Forecast
Debt instruments
Debt Instrument, Variable Interest Rate, Type			us-gaap:UsTreasuryUstInterestRateMember
Basis spread on variable rate (as a percent)			3.30%
Breakfast Point Hotel Loan \| Minimum \| Forecast
Debt instruments
Debt Instrument, Variable Interest Rate, Type			us-gaap:UsTreasuryUstInterestRateMember
Interest rate during period (as a percent)			6.00%
Lodge 30A JV Loan
Debt instruments
Effective interest rate (as a percent)	3.80%
Outstanding debt principal	$ 14,394	$ 14,655
Airport Hotel Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.10%
Floor rate (as a percent)	3.00%	3.00%
Effective interest rate (as a percent)	7.50%
Outstanding debt principal	$ 12,889	$ 13,010
Topsail Hotel Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.10%
Floor rate (as a percent)	3.00%	3.00%
Effective interest rate (as a percent)	7.40%
Outstanding debt principal	$ 12,307	$ 12,307
Watersound Town Center Grocery Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.10%
Floor rate (as a percent)	2.30%	2.30%
Effective interest rate (as a percent)	7.40%
Outstanding debt principal	$ 10,460	$ 10,531
Beckrich Building III Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	1.80%
Effective interest rate (as a percent)	7.20%
Outstanding debt principal	$ 5,014	$ 5,014
Self-Storage Facility Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	2.50%
Floor rate (as a percent)	2.90%	2.90%
Effective interest rate (as a percent)	7.80%
Outstanding debt principal	$ 4,666	$ 4,666
Community Development District debt
Debt instruments
Outstanding debt principal	$ 2,855	3,046
Community Development District debt \| Minimum
Debt instruments
Effective interest rate (as a percent)	3.60%
Community Development District debt \| Maximum
Debt instruments
Effective interest rate (as a percent)	6.00%
Beach Homes Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	1.70%
Effective interest rate (as a percent)	7.00%
Outstanding debt principal	$ 1,400	1,416
Pier Park Outparcel Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	1.80%
Effective interest rate (as a percent)	7.20%
Outstanding debt principal	$ 1,264	1,275
WaterColor Crossings Loan
Debt instruments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	1.80%
Effective interest rate (as a percent)	7.20%
Outstanding debt principal	$ 1,080	$ 1,117

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases

Schedule of components of leasing revenue


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Leasing revenue
Lease payments	$	12,450	$	10,682	$	24,503	$	20,878
Variable lease payments		2,302		1,696		4,591		3,290
Total leasing revenue	$	14,752	$	12,378	$	29,094	$	24,168

Schedule of minimum future base rental revenue


2024	$	17,595
2025		18,708
2026		13,008
2027		11,195
2028		8,058
Thereafter		40,698
	$	109,262

Schedule of lease cost



	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024			2023
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	46	$	34	$	87		$	68
Interest on lease liability		7		3		13			7
Operating lease cost		537		115		734			227
Variable and short-term lease cost		686		690		929			938
Total lease cost	$	1,276	$	842	$	1,763		$	1,240

Other information
Weighted-average remaining lease term - finance lease (in years)						2.5			3.0
Weighted-average remaining lease term - operating leases (in years)						1.9			1.9
Weighted-average discount rate - finance lease						5.4	%		5.3	%
Weighted-average discount rate - operating leases						5.0	%		4.9	%

Schedule of aggregate payments of finance lease liability

The aggregate payments of finance and operating lease liabilities subsequent to June 30, 2024, for the years ending December 31 are:


	Finance Leases		Operating Leases
2024	$	103	$	1,106
2025		174		2,123
2026		128		2,017
2027		89		55
2028		66		55
Thereafter		9		331
Total		569		5,687
Less imputed interest		(55)		(442)
Total lease liabilities	$	514	$	5,245

Schedule of aggregate payments of operating lease liabilities

The aggregate payments of finance and operating lease liabilities subsequent to June 30, 2024, for the years ending December 31 are:


	Finance Leases		Operating Leases
2024	$	103	$	1,106
2025		174		2,123
2026		128		2,017
2027		89		55
2028		66		55
Thereafter		9		331
Total		569		5,687
Less imputed interest		(55)		(442)
Total lease liabilities	$	514	$	5,245

Investment in Real Estate, Net

6 Months Ended

Jun. 30, 2024

Investment in Real Estate, Net

Investment in Real Estate, Net

3. Investment in Real Estate, Net

Investment in real estate, net, excluding unconsolidated JVs, by property type and segment includes the following:


	June 30,		December 31,
	2024		2023
Development property:
Residential	$	145,189	$	141,145
Hospitality		34,550		23,633
Commercial		112,001		99,719
Other		3,188		2,924
Total development property		294,928		267,421

Operating property:
Residential		10,254		10,905
Hospitality		418,219		419,095
Commercial		441,098		439,671
Total operating property		869,571		869,671
Less: Accumulated depreciation		128,663		118,474
Total operating property, net		740,908		751,197
Investment in real estate, net	$	1,035,836	$	1,018,618

Investment in real estate, net is carried at cost, net of depreciation and timber depletion, unless circumstances indicate that the carrying value of the assets may not be recoverable.

Development property consists of land the Company is developing or intends to develop for sale, lease or future operations and includes direct costs associated with the land, as well as development, construction and indirect costs. Residential development property includes existing and planned residential homesites and related infrastructure. Hospitality development property consists of land, as well as development costs related to additional club amenities. Commercial development property primarily consists of land and construction and development costs for planned commercial, multi-family and industrial uses. Development property in the hospitality and commercial segments will be reclassified as operating property as it is placed into service.

Operating property includes property that the Company uses for operations and activities. Residential operating property consists primarily of residential utility assets and certain rental properties. Hospitality operating property primarily consists of existing hotels, resorts, clubs, vacation rental homes, marinas and other operations. Commercial operating property includes property used for retail, office, self-storage, light industrial, multi-family, senior living, commercial rental and timber purposes. Operating property may be sold in the future as part of the Company’s principal real estate business. As of June 30, 2024 and December 31, 2023, operating property, net related to operating leases was $360.4 million and $367.3 million, respectively.

Joint Ventures (Tables)

6 Months Ended

Jun. 30, 2024

Unconsolidated joint ventures

Investments

Schedule of financial information of unconsolidated joint ventures


	June 30,		December 31,
	2024		2023
Investment in unconsolidated joint ventures
Latitude Margaritaville Watersound JV	$	55,163	$	49,036
Watersound Fountains Independent Living JV		5,819		6,533
Pier Park TPS JV		443		707
Pier Park RI JV		5,992		6,156
Busy Bee JV		2,587		2,535
Electric Cart Watersound JV		828		815
Watersound Management JV		555		574
Total investment in unconsolidated joint ventures	$	71,387	$	66,356

Outstanding debt principal of unconsolidated JVs
Latitude Margaritaville Watersound JV^{(a) (b)}	$	14,423	$	37,445
Watersound Fountains Independent Living JV^(b)		41,538		38,062
Pier Park TPS JV^(b)		13,336		13,503
Pier Park RI JV		24,079		16,021
Busy Bee JV		5,529		5,693
Electric Cart Watersound JV ^(b)		4,747		4,732
Total outstanding debt principal of unconsolidated JVs	$	103,652	$	115,456

(a)	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.

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

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,
	2024		2023		2024		2023
Equity in income (loss) from unconsolidated joint ventures
Latitude Margaritaville Watersound JV	$	6,544	$	5,902	$	14,823	$	9,803
Sea Sound JV^(a)		—		(18)		—		(54)
Watersound Fountains Independent Living JV^(b)		(1,144)		(302)		(1,871)		(302)
Pier Park TPS JV		72		154		(141)		(13)
Pier Park RI JV^(c)		(164)		—		(164)		—
Busy Bee JV^(d)		30		201		52		101
Electric Cart Watersound JV^(e)		37		77		13		113
Watersound Management JV		36		24		59		52
Total equity in income from unconsolidated joint ventures	$	5,411	$	6,038	$	12,771	$	9,700

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

(b)	The community opened in March 2024 and is currently under lease-up. Activity includes start-up expenses for the project.

(c)	The hotel opened in April 2024.

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

(e)	The permanent sales and service facility located in the Watersound West Bay Center opened in October 2023. An additional sales showroom located in the Watersound Town Center opened in June 2024.

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


	June 30, 2024
	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	$	154,658	^(a)	$	—	$	52,261	$	12,949	$	35,330	$	8,377	$	5,279	$	—	$	268,854
Cash and cash equivalents		9,391			—		1,713		965		490		765		723		90		14,137
Other assets		2,675			—		744		536		222		2,351		428		32		6,988
Total assets	$	166,724		$	—	$	54,718	$	14,450	$	36,042	$	11,493	$	6,430	$	122	$	289,979

LIABILITIES AND EQUITY
Debt, net	$	14,239		$	—	$	40,990	$	13,264	$	23,738	$	5,519	$	4,680	$	—	$	102,430
Accounts payable and other liabilities		66,298			—		2,761		301		320		777		126		—		70,583
Equity		86,187			—		10,967		885		11,984		5,197		1,624		122		116,966
Total liabilities and equity	$	166,724		$	—	$	54,718	$	14,450	$	36,042	$	11,493	$	6,430	$	122	$	289,979

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


	December 31, 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	$	149,253	^(a)	$	—	$	52,301	$	13,666	$	32,053	$	8,605	$	5,384	$	—	$	261,262
Cash and cash equivalents		28,235			—		215		719		44		613		902		158		30,886
Other assets		2,883			—		67		617		25		1,965		396		—		5,953
Total assets	$	180,371		$	—	$	52,583	$	15,002	$	32,122	$	11,183	$	6,682	$	158	$	298,101

LIABILITIES AND EQUITY
Debt, net	$	37,155		$	—	$	37,493	$	13,408	$	15,681	$	5,673	$	4,661	$	—	$	114,071
Accounts payable and other liabilities		72,872			—		2,947		181		4,128		439		423		—		80,990
Equity		70,344			—		12,143		1,413		12,313		5,071		1,598		158		103,040
Total liabilities and equity	$	180,371		$	—	$	52,583	$	15,002	$	32,122	$	11,183	$	6,682	$	158	$	298,101

(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 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 June 30, 2024
	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 ^(f)		Watersound Management JV			Total
Total revenue	$	84,571	$	—	$	326	$	1,541	$	1,274	$	4,455		$	1,361	$	568	$	94,096
Expenses:
Cost of revenue		65,861		—		1,234		851		739		4,130			1,143		497		74,455
Other operating expenses		5,541		—		—		—		—		—			—		—		5,541
Depreciation and amortization		132		—		420		360		533		136			61		—		1,642
Total expenses		71,534		—		1,654		1,211		1,272		4,266			1,204		497		81,638
Operating income (loss)		13,037		—		(1,328)		330		2		189			157		71		12,458
Other (expense) income:
Interest expense		—		—		(786)		(190)		(331)		(41)			(83)		—		(1,431)
Other income, net		51		—		21		4		—		1	^(e)		—		—		77
Total other income (expense), net		51		—		(765)		(186)		(331)		(40)			(83)		—		(1,354)
Net income (loss)	$	13,088	$	—	$	(2,093)	$	144	$	(329)	$	149		$	74	$	71	$	11,104

(a)	The Latitude Margaritaville Watersound JV completed 163 home sale transactions during the three months ended June 30, 2024.

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

(c)	The community opened in March 2024 and is currently under lease-up. Activity includes start-up expenses for the project.

(d)	The hotel opened in April 2024.

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

(f)	The permanent sales and service facility located in the Watersound West Bay Center opened in October 2023. An additional sales showroom located in the Watersound Town Center opened in June 2024.


	Three Months Ended June 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	$	80,729	$	—	$	—	$	1,736	$	—	$	4,973		$	920	$	438	$	88,796
Expenses:
Cost of revenue		64,829		—		—		888		—		4,749			752		390		71,608
Other operating expenses		4,064		30		559		—		—		—			10		—		4,663
Depreciation and amortization		160		—		2		360		—		119			2		—		643
Total expenses		69,053		30		561		1,248		—		4,868			764		390		76,914
Operating income (loss)		11,676		(30)		(561)		488		—		105			156		48		11,882
Other (expense) income:
Interest expense		—		—		—		(186)		—		(45)			(4)		—		(235)
Other income, net		127		—		—		6		—		105	^(e)		—		—		238
Total other income (expense), net		127		—		—		(180)		—		60			(4)		—		3
Net income (loss)	$	11,803	$	(30)	$	(561)	$	308	$	—	$	165		$	152	$	48	$	11,885

(a)	The Latitude Margaritaville Watersound JV completed 164 home sale transactions during the three months ended June 30, 2023.

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

(c)	The community opened in March 2024.

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

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


	Six Months Ended June 30, 2024
	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 ^(f)		Watersound Management JV			Total
Total revenue	$	174,780	$	—	$	422	$	2,309	$	1,274	$	7,606		$	2,286	$	1,180	$	189,857
Expenses:
Cost of revenue		134,825		—		1,971		1,500		739		7,204			1,970		1,062		149,271
Other operating expenses		10,127		—		—		—		—		—			—		—		10,127
Depreciation and amortization		265		—		638		720		533		269			123		—		2,548
Total expenses		145,217		—		2,609		2,220		1,272		7,473			2,093		1,062		161,946
Operating income (loss)		29,563		—		(2,187)		89		2		133			193		118		27,911
Other (expense) income:
Interest expense		—		—		(1,286)		(379)		(331)		(83)			(167)		—		(2,246)
Other income, net		83		—		30		8		—		90	^(e)		—		—		211
Total other income (expense), net		83		—		(1,256)		(371)		(331)		7			(167)		—		(2,035)
Net income (loss)	$	29,646	$	—	$	(3,443)	$	(282)	$	(329)	$	140		$	26	$	118	$	25,876

(a)	The Latitude Margaritaville Watersound JV completed 340 home sale transactions during the six months ended June 30, 2024.

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

(c)	The community opened in March 2024 and is currently under lease-up. Activity includes start-up expenses for the project.

(d)	The hotel opened in April 2024.

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

(f)	The permanent sales and service facility located in the Watersound West Bay Center opened in October 2023. An additional sales showroom located in the Watersound Town Center opened in June 2024.


	Six Months Ended June 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	$	157,158	$	—	$	—	$	2,634	$	—	$	8,492		$	1,477	$	869	$	170,630
Expenses:
Cost of revenue		129,307		—		—		1,580		—		8,257			1,227		766		141,137
Other operating expenses		8,061		93		559		—		—		—			16		—		8,729
Depreciation and amortization		320		—		2		721		—		235			5		—		1,283
Total expenses		137,688		93		561		2,301		—		8,492			1,248		766		151,149
Operating income (loss)		19,470		(93)		(561)		333		—		—			229		103		19,481
Other (expense) income:
Interest expense		—		—		—		(369)		—		(70)			(7)		—		(446)
Other income (expense), net		137		—		—		10		—		(32)	^(e)		—		—		115
Total other income (expense), net		137		—		—		(359)		—		(102)			(7)		—		(331)
Net income (loss)	$	19,607	$	(93)	$	(561)	$	(26)	$	—	$	(102)		$	222	$	103	$	19,150

(a)	The Latitude Margaritaville Watersound JV completed 313 home sale transactions during the six months ended June 30, 2023.

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

(c)	The community opened in March 2024.

(d)	The project was under construction with no income or loss for the six months ended June 30, 2023.

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

Income Taxes - Expense (Benefit) Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Effective Income Tax Rate Reconciliation, Amount
U.S. federal statutory tax rate (in dollars)	$ 6,892	$ 9,708	$ 10,791	$ 12,613
State and local income taxes, net of federal income tax benefit (in dollars)	1,437	2,026	2,250	2,632
Energy related tax credits (in dollars)	(81)	(314)	(129)	(408)
Other items (in dollars)	53	83	38	107
Total income tax expense (in dollars)	$ 8,301	$ 11,503	$ 12,950	$ 14,944
Effective Income Tax Rate Reconciliation, Percent
U.S. federal statutory tax rate (as a percent)	21.00%	21.00%	21.00%	21.00%
State and local income taxes, net of federal income tax benefit (as a percent)	4.40%	4.40%	4.40%	4.40%
Energy related tax credit (as a percent)	(0.30%)	(0.70%)	(0.30%)	(0.70%)
Other items (as a percent)	0.20%	0.20%	0.10%	0.20%
Total income tax expense (as a percent)	25.30%	24.90%	25.20%	24.90%

Financial Instruments and Fair Value Measurements - Investment in Unconsolidated JVs and Long-lived assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Financial Instruments and Fair Value Measurements
Impairment loss on investment in unconsolidated joint ventures	$ 0	$ 0	$ 0	$ 0

Investment in Real Estate, Net (Table)

6 Months Ended

Jun. 30, 2024

Investment in Real Estate, Net

Schedule of investment in real estate, excluding unconsolidated JVs, by property type and segment


	June 30,		December 31,
	2024		2023
Development property:
Residential	$	145,189	$	141,145
Hospitality		34,550		23,633
Commercial		112,001		99,719
Other		3,188		2,924
Total development property		294,928		267,421

Operating property:
Residential		10,254		10,905
Hospitality		418,219		419,095
Commercial		441,098		439,671
Total operating property		869,571		869,671
Less: Accumulated depreciation		128,663		118,474
Total operating property, net		740,908		751,197
Investment in real estate, net	$	1,035,836	$	1,018,618

Accumulated Other Comprehensive Income - Summary of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Summary of changes in accumulated other comprehensive (loss) income
Beginning Balance	$ 704,870	$ 652,383	$ 698,490	$ 651,109
Amounts reclassified from accumulated other comprehensive income	(391)	(365)	(786)	(659)
Total other comprehensive income (loss), net of tax	(174)	577	118	(53)
Ending Balance	722,386	$ 681,710	722,386	$ 681,710
Accumulated Other Comprehensive Income, Including non-controlling interest
Summary of changes in accumulated other comprehensive (loss) income
Beginning Balance			1,843
Other comprehensive income before reclassifications			904
Amounts reclassified from accumulated other comprehensive income			(786)
Total other comprehensive income (loss), net of tax			118
Less: Other comprehensive income attributable to non-controlling interest			(36)
Ending Balance	1,925		1,925
Unrealized Gain (Loss) on Cash Flow Hedges
Summary of changes in accumulated other comprehensive (loss) income
Beginning Balance			1,843
Other comprehensive income before reclassifications			904
Amounts reclassified from accumulated other comprehensive income			(786)
Total other comprehensive income (loss), net of tax			118
Less: Other comprehensive income attributable to non-controlling interest			(36)
Ending Balance	$ 1,925		$ 1,925

- Definition

Amount after tax, before reclassification adjustments of other comprehensive income (loss).

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Topic 220
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-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

+ Details

- Definition

Amount after tax of reclassification adjustments of other comprehensive income (loss).

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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+ Details

Income Taxes - Tax receivable and tax payable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Income Taxes
Income tax payable	$ 2,063	$ 9,239

Other Income, Net (Tables)

6 Months Ended

Jun. 30, 2024

Other Income, Net

Schedule of Other Income (Expense), Net


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Investment income, net
Interest, dividend and accretion income	$	856	$	716	$	1,696	$	1,177
Interest income from investments in SPEs		2,003		2,003		4,006		4,006
Interest earned on notes receivable and other interest		547		464		1,145		921
Total investment income, net		3,406		3,183		6,847		6,104
Interest expense
Interest incurred for project financing and other interest expense		(6,301)		(4,994)		(12,638)		(8,990)
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE		(2,218)		(2,213)		(4,434)		(4,426)
Total interest expense		(8,519)		(7,207)		(17,072)		(13,416)
Gain on contributions to unconsolidated joint ventures		—		27		11		557
Equity in income from unconsolidated joint ventures		5,411		6,038		12,771		9,700
Other income (expense), net
Accretion income from retained interest investments		—		1,101		—		1,495
Miscellaneous (expense) income, net		(102)		366		(562)		686
Other (expense) income, net		(102)		1,467		(562)		2,181
Total other income, net	$	196	$	3,508	$	1,995	$	5,126

Other Assets - Homesite Sales Receivable (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Changes in lot sales receivable
Homesite Sales Receivable, Balance at beginning of period	$ 29,862	$ 10,086
Increases due to revenue recognized for homesites sold	4,195	17,978
Decreases due to amounts received	(5,047)	(4,356)
Homesite Sales Receivable, Balance at end of period	$ 29,010	$ 23,708

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Property and equipment, Accumulated depreciation	$ 86,940	$ 80,423
Common stock, par value	$ 0	$ 0
Common stock, shares authorized (in shares)	180,000,000	180,000,000
Common stock, issued (in shares)	58,397,506	58,372,040
Common stock, outstanding (in shares)	58,397,506	58,372,040

Debt, Net - Maturities of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt, Net
2024	$ 29,257
2025	66,268
2026	8,712
2027	69,419
2028	36,026
Thereafter	242,944
Long term debt	$ 452,626	$ 459,221

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 24,524	$ 33,836	$ 37,626	$ 43,316
Other comprehensive income (loss):
Net unrealized gain on available-for-sale investments		26		253
Interest rate swap	240	986	991	404
Interest rate swap - unconsolidated joint venture	27	150	120	114
Reclassification of net realized gain included in earnings	(480)	(448)	(964)	(808)
Total before income taxes	(213)	714	147	(37)
Income tax benefit (expense)	39	(137)	(29)	(16)
Total other comprehensive income (loss), net of tax	(174)	577	118	(53)
Total comprehensive income, net of tax	24,350	34,413	37,744	43,263
Total comprehensive loss attributable to non-controlling interest	52	718	771	1,901
Total comprehensive income attributable to the Company	$ 24,402	$ 35,131	$ 38,515	$ 45,164

Nature of Operations

6 Months Ended

Jun. 30, 2024

Nature of Operations

Nature of Operations

1. Nature of Operations

The St. Joe Company together with its consolidated subsidiaries (“St. Joe” or the “Company”) is a Florida real estate development, asset management and operating company with all of its real estate assets and operations in Northwest Florida. Approximately 87% of the Company’s real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of the Company’s real estate land holdings are located within fifteen miles of the Gulf of Mexico.

The Company conducts primarily all of its business in the following three reportable segments: 1) residential, 2) hospitality and 3) commercial. See Note 17. Segment Information.

Revenue Recognition

6 Months Ended

Jun. 30, 2024

Revenue Recognition

Revenue Recognition

15. Revenue Recognition

Revenue consists primarily of real estate sales, hospitality operations and leasing operations. Taxes collected from customers and remitted to governmental authorities (e.g., sales tax) are excluded from revenue, cost of revenue and expenses. The following represents revenue disaggregated by segment, good or service and timing:


	Three Months Ended June 30, 2024
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	31,705	$	—	$	1,765	$	1,063	$	34,533
Hospitality revenue		—		62,321		—		—		62,321
Leasing revenue		26		928		13,620		178		14,752
Total revenue	$	31,731	$	63,249	$	15,385	$	1,241	$	111,606

Timing of Revenue Recognition:
Recognized at a point in time	$	31,705	$	49,313	$	1,765	$	1,063	$	83,846
Recognized over time		—		13,008		—		—		13,008
Over lease term		26		928		13,620		178		14,752
Total revenue	$	31,731	$	63,249	$	15,385	$	1,241	$	111,606


	Three Months Ended June 30, 2023
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	63,403	$	—	$	6,512	$	775	$	70,690
Hospitality revenue		—		45,095		4		—		45,099
Leasing revenue		5		516		11,785		72		12,378
Total revenue	$	63,408	$	45,611	$	18,301	$	847	$	128,167

Timing of Revenue Recognition:
Recognized at a point in time	$	63,403	$	37,077	$	6,516	$	775	$	107,771
Recognized over time		—		8,018		—		—		8,018
Over lease term		5		516		11,785		72		12,378
Total revenue	$	63,408	$	45,611	$	18,301	$	847	$	128,167


	Six Months Ended June 30, 2024
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	62,463	$	—	$	4,391	$	1,867	$	68,721
Hospitality revenue		—		101,577		—		—		101,577
Leasing revenue		83		1,704		27,102		205		29,094
Total revenue	$	62,546	$	103,281	$	31,493	$	2,072	$	199,392

Timing of Revenue Recognition:
Recognized at a point in time	$	62,463	$	75,703	$	4,391	$	1,867	$	144,424
Recognized over time		—		25,874		—		—		25,874
Over lease term		83		1,704		27,102		205		29,094
Total revenue	$	62,546	$	103,281	$	31,493	$	2,072	$	199,392


	Six Months Ended June 30, 2023
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	91,428	$	—	$	14,123	$	1,840	$	107,391
Hospitality revenue		—		69,593		5		—		69,598
Leasing revenue		10		873		23,180		105		24,168
Total revenue	$	91,438	$	70,466	$	37,308	$	1,945	$	201,157

Timing of Revenue Recognition:
Recognized at a point in time	$	91,428	$	54,477	$	14,128	$	1,840	$	161,873
Recognized over time		—		15,116		—		—		15,116
Over lease term		10		873		23,180		105		24,168
Total revenue	$	91,438	$	70,466	$	37,308	$	1,945	$	201,157

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Concentration of Risks and Uncertainties

All of the Company’s real estate assets are concentrated in Northwest Florida. Uncertain economic conditions could have an adverse impact on the Company’s operations and asset values.

Given our diverse portfolio of residential holdings, the mix of sales and pricing from different communities may impact revenue and margins period over period.

Earnings Per Share

The computation of basic and diluted earnings per share are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

	(Dollars in thousands except per share amounts)
Income
Net income attributable to the Company	$	24,518	$	34,727	$	38,433	$	45,117

Shares
Weighted average shares outstanding - basic		58,331,818		58,314,117		58,326,153		58,311,619
Incremental shares from restricted stock		15,065		3,403		17,956		1,701
Weighted average shares outstanding - diluted		58,346,883		58,317,520		58,344,109		58,313,320

Net income per share attributable to the Company
Basic income per share	$	0.42	$	0.60	$	0.66	$	0.77
Diluted income per share	$	0.42	$	0.60	$	0.66	$	0.77

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

There were no recently adopted accounting pronouncements which would have a material effect on the Company’s financial condition, results of operations and cash flows.

Recently Issued Accounting Pronouncements

Business Combinations – Joint Venture Formations

Segment Reporting

Income Taxes

permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations, cash flows and related disclosures.

Deferred Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Deferred Revenue

Schedule of changes in club initiation fees related to contracts with customers


	June 30,		June 30,
	2024		2023
Balance at beginning of period	$	48,742	$	25,088
New club memberships		7,387		11,260
Revenue from amounts included in contract liability opening balance		(6,191)		(3,636)
Revenue from current period new memberships		(532)		(397)
Balance at end of period	$	49,406	$	32,315

Investments

6 Months Ended

Jun. 30, 2024

Investments

Investments

5. Investments

Available-For-Sale Investments

As of both June 30, 2024 and December 31, 2023, the Company did not have investments classified as available-for-sale securities. During the three and six months ended June 30, 2024 and 2023 the Company did not have any realized gains or losses or proceeds from the sale of available-for-sale securities. During the six months ended June 30, 2024, the Company did not have any maturities or purchases of available-for-sale securities. During the six

months ended June 30, 2023, maturities of available-for-sale securities were $41.0 million and purchases of available-for-sale securities were $27.5 million.

Investment Management Agreement

Mr. Bruce R. Berkowitz is the Chairman of the Company’s Board of Directors (the “Board”). He is the Manager of, and controls entities that own and control, Fairholme Holdings, LLC, which wholly owns Fairholme Capital Management, L.L.C. (“FCM”), an investment advisor registered with the SEC. Mr. Berkowitz is the Chief Investment Officer of FCM, which has provided investment advisory services to the Company since April 2013. FCM does not receive any compensation for services as the Company’s investment advisor. As of June 30, 2024, clients of FCM, including Mr. Berkowitz, beneficially owned approximately 36.9% of the Company’s common stock. FCM and its client, The Fairholme Fund, (“Fairholme”) a series of investments originating from the Fairholme Funds, Inc., may be deemed affiliates of the Company.

Pursuant to the terms of an Investment Management Agreement, as amended, (the “Investment Management Agreement”) with the Company, FCM agreed to supervise and direct the Company’s investment accounts in accordance with the investment guidelines and restrictions approved by the Company. The investment guidelines are set forth in the Investment Management Agreement and require that any new securities for purchase must be issues of the U.S. Treasury or U.S. Treasury Money Market Funds.

Debt, Net - Debt Agreements (Details) $ in Thousands	6 Months Ended		12 Months Ended				180 Months Ended
Debt, Net - Debt Agreements (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 30, 2042	Apr. 30, 2027 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) home	Dec. 31, 2017 USD ($)	Dec. 31, 2015 USD ($)
Debt instruments
Outstanding debt principal	$ 452,626		$ 459,221
Loss on extinguishment of debt		$ 133
Community Development District debt (CDD)	10,100		10,700
Assets	1,550,442		1,523,530
Asset Pledged as Collateral without Right
Debt instruments
Assets	$ 568,200
Assets, Pledging Purpose	Outstanding debt
Watersound Origins Crossings JV Loan (insured by HUD)
Debt instruments
Loan amount			52,900
Outstanding debt principal	$ 52,253		52,546
Watersound Origins Crossings JV Loan (insured by HUD) \| Minimum
Debt instruments
Prepayment premium, as a percent of principal repaid	1.00%
Watersound Origins Crossings JV Loan (insured by HUD) \| Maximum
Debt instruments
Prepayment premium, as a percent of principal repaid	9.00%
Pier Park Resort Hotel JV Loan
Debt instruments
Loan amount						$ 52,500
Outstanding debt principal	$ 51,393		51,888
Debt service coverage period						12 months
Basis spread on variable rate (as a percent)	2.10%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Pier Park Resort Hotel JV Loan \| Maximum
Debt instruments
Loan amount						$ 60,000
Pier Park Resort Hotel JV Loan \| Interest rate swaps
Debt instruments
Notional amount				$ 42,000
Fixed interest rate (as a percent)	3.20%
Pier Park Resort Hotel JV Loan \| Interest rate swaps \| Forecast
Debt instruments
Notional amount								$ 38,700
Mexico Beach Crossings JV Loan (insured by HUD)
Debt instruments
Loan amount				43,500
Outstanding debt principal	$ 42,353		42,405
Mexico Beach Crossings JV Loan (insured by HUD) \| Minimum
Debt instruments
Prepayment premium, as a percent of principal repaid	1.00%
Mexico Beach Crossings JV Loan (insured by HUD) \| Maximum
Debt instruments
Prepayment premium, as a percent of principal repaid	10.00%
PPN JV Loan
Debt instruments
Loan amount												$ 48,200
Outstanding debt principal	$ 40,933		41,485
Pearl Hotel Loan
Debt instruments
Loan amount				37,000
Outstanding debt principal	$ 34,780		35,520
Pearl Hotel Loan \| Minimum
Debt instruments
Prepayment premium, as a percent of principal repaid	1.00%
Pearl Hotel Loan \| Maximum
Debt instruments
Prepayment premium, as a percent of principal repaid	4.00%
PPC JV Loan (insured by HUD)
Debt instruments
Loan amount										$ 36,600
Outstanding debt principal	$ 34,416		34,675
PPC JV Loan (insured by HUD) \| Minimum
Debt instruments
Prepayment premium, as a percent of principal repaid	2.00%
PPC JV Loan (insured by HUD) \| Maximum
Debt instruments
Prepayment premium, as a percent of principal repaid	9.00%
Watersound Camp Creek Loan
Debt instruments
Loan amount					$ 28,000
Outstanding debt principal	$ 27,598		$ 27,999
Basis spread on variable rate (as a percent)	2.10%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Floor rate (as a percent)	2.60%		2.60%
Company's liability as guarantor, upon reaching and maintaining a trailing six months of operations with a certain debt service coverage ratio (as a percent)					50.00%
Trailing period one for determining Company's liability as guarantor under loan					6 months
Company's liability as guarantor, upon reaching and maintaining a trailing twelve months operations with a certain debt service coverage ratio (as a percent)					25.00%
Trailing period two for determining Company's liability as guarantor under loan					12 months
North Bay Landing Loan
Debt instruments
Loan amount					$ 26,800
Outstanding debt principal	$ 24,750		$ 26,750
Basis spread on variable rate (as a percent)	2.60%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Floor rate (as a percent)	3.30%		3.30%
Loan extension period					18 months
Company's liability as guarantor, upon satisfaction of final advance conditions (as a percent)					50.00%
Company's liability as guarantor, upon reaching and maintaining a certain debt service coverage ratio (as a percent)					25.00%
PPC II JV Loan (insured by HUD)
Debt instruments
Loan amount									$ 22,900
Outstanding debt principal	$ 22,007		$ 22,215
PPC II JV Loan (insured by HUD) \| Minimum
Debt instruments
Prepayment premium, as a percent of principal repaid	1.00%
PPC II JV Loan (insured by HUD) \| Maximum
Debt instruments
Prepayment premium, as a percent of principal repaid	8.00%
Hotel Indigo Loan
Debt instruments
Loan amount					$ 21,200
Outstanding debt principal	$ 20,273		$ 20,690
Basis spread on variable rate (as a percent)	2.50%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Floor rate (as a percent)	2.50%		2.50%
Loan extension period					60 months
Watercrest JV Loan
Debt instruments
Loan amount									22,500
Outstanding debt principal	$ 19,832		$ 20,074
Basis spread on variable rate (as a percent)	2.20%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Breakfast Point Hotel Loan
Debt instruments
Loan amount						16,800
Outstanding debt principal	$ 15,709		15,937
Breakfast Point Hotel Loan \| Forecast
Debt instruments
Basis spread on variable rate (as a percent)							3.30%
Debt Instrument, Variable Interest Rate, Type							us-gaap:UsTreasuryUstInterestRateMember
Breakfast Point Hotel Loan \| Minimum
Debt instruments
Prepayment premium, as a percent of principal repaid	1.00%
Breakfast Point Hotel Loan \| Minimum \| Forecast
Debt instruments
Debt Instrument, Variable Interest Rate, Type							us-gaap:UsTreasuryUstInterestRateMember
Interest rate during period (as a percent)							6.00%
Breakfast Point Hotel Loan \| Maximum
Debt instruments
Prepayment premium, as a percent of principal repaid	2.00%
Lodge 30A JV Loan
Debt instruments
Loan amount					$ 15,000
Outstanding debt principal	$ 14,394		14,655
Debt service coverage period					24 months
Company's liability as guarantor, third year (as a percent)					75.00%
Company's liability as guarantor, period for lower liability percentage					12 months
Company's liability as guarantor, fourth year (as a percent)					50.00%
Company's liability as guarantor, fifth year (as a percent)					25.00%
Airport Hotel Loan
Debt instruments
Loan amount						15,300
Outstanding debt principal	$ 12,889		$ 13,010
Basis spread on variable rate (as a percent)	2.10%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Floor rate (as a percent)	3.00%		3.00%
Topsail Hotel Loan
Debt instruments
Loan amount				$ 13,700
Outstanding debt principal	$ 12,307		$ 12,307
Debt instrument, period subject to interest payments only				36 months
Basis spread on variable rate (as a percent)	2.10%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Floor rate (as a percent)	3.00%		3.00%
Watersound Town Center Grocery Loan
Debt instruments
Loan amount					$ 12,000
Outstanding debt principal	$ 10,460		$ 10,531
Basis spread on variable rate (as a percent)	2.10%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Floor rate (as a percent)	2.30%		2.30%
Company's liability as guarantor, upon satisfaction of final advance conditions (as a percent)					50.00%
Company's liability as guarantor, upon reaching and maintaining a certain debt service coverage ratio (as a percent)					25.00%
Beckrich Building III Loan
Debt instruments
Loan amount									$ 5,500
Outstanding debt principal	$ 5,014		$ 5,014
Basis spread on variable rate (as a percent)	1.80%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Self-Storage Facility Loan
Debt instruments
Loan amount						$ 5,800
Outstanding debt principal	$ 4,666		$ 4,666
Debt instrument, period subject to interest payments only						48 months
Basis spread on variable rate (as a percent)	2.50%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Floor rate (as a percent)	2.90%		2.90%
Self-Storage Facility Loan \| Maximum
Debt instruments
Amount of liability as guarantor						$ 2,900
Community Development District debt
Debt instruments
Outstanding debt principal	$ 2,855		$ 3,046
Beach Homes Loan
Debt instruments
Loan amount										$ 1,700
Outstanding debt principal	$ 1,400		1,416
Basis spread on variable rate (as a percent)	1.70%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Number of homes financed \| home										2
Pier Park Outparcel Loan
Debt instruments
Loan amount											$ 1,600
Outstanding debt principal	$ 1,264		1,275
Basis spread on variable rate (as a percent)	1.80%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
WaterColor Crossings Loan
Debt instruments
Loan amount										$ 1,900
Outstanding debt principal	$ 1,080		$ 1,117
Basis spread on variable rate (as a percent)	1.80%
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember

Joint Ventures - Unconsolidated JV - Balance Sheets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
ASSETS
Investment in real estate, net	$ 1,035,836			$ 1,018,618
Cash and cash equivalents	86,726	$ 60,627		86,068
Other assets	90,287			82,243
Total assets	1,550,442			1,523,530
LIABILITIES AND EQUITY
Debt, net	447,386			453,640
Accounts payable and other liabilities	65,332			58,573
Equity	722,386	681,710	$ 704,870	698,490	$ 652,383	$ 651,109
Total liabilities and equity	1,550,442			1,523,530
Proceeds from sale of assets	84	$ 12
Unconsolidated joint ventures
ASSETS
Investment in real estate, net	268,854			261,262
Cash and cash equivalents	14,137			30,886
Other assets	6,988			5,953
Total assets	289,979			298,101
LIABILITIES AND EQUITY
Debt, net	102,430			114,071
Accounts payable and other liabilities	70,583			80,990
Equity	116,966			103,040
Total liabilities and equity	289,979			298,101
Latitude Margaritaville Watersound JV
ASSETS
Investment in real estate, net	154,658			149,253
Cash and cash equivalents	9,391			28,235
Other assets	2,675			2,883
Total assets	166,724			180,371
LIABILITIES AND EQUITY
Debt, net	14,239			37,155
Accounts payable and other liabilities	66,298			72,872
Equity	86,187			70,344
Total liabilities and equity	166,724			180,371
Watersound Fountains Independent Living JV
ASSETS
Investment in real estate, net	52,261			52,301
Cash and cash equivalents	1,713			215
Other assets	744			67
Total assets	54,718			52,583
LIABILITIES AND EQUITY
Debt, net	40,990			37,493
Accounts payable and other liabilities	2,761			2,947
Equity	10,967			12,143
Total liabilities and equity	54,718			52,583
Pier Park TPS JV
ASSETS
Investment in real estate, net	12,949			13,666
Cash and cash equivalents	965			719
Other assets	536			617
Total assets	14,450			15,002
LIABILITIES AND EQUITY
Debt, net	13,264			13,408
Accounts payable and other liabilities	301			181
Equity	885			1,413
Total liabilities and equity	14,450			15,002
Pier Park RI JV
ASSETS
Investment in real estate, net	35,330			32,053
Cash and cash equivalents	490			44
Other assets	222			25
Total assets	36,042			32,122
LIABILITIES AND EQUITY
Debt, net	23,738			15,681
Accounts payable and other liabilities	320			4,128
Equity	11,984			12,313
Total liabilities and equity	36,042			32,122
Busy Bee JV
ASSETS
Investment in real estate, net	8,377			8,605
Cash and cash equivalents	765			613
Other assets	2,351			1,965
Total assets	11,493			11,183
LIABILITIES AND EQUITY
Debt, net	5,519			5,673
Accounts payable and other liabilities	777			439
Equity	5,197			5,071
Total liabilities and equity	11,493			11,183
Electric Cart Watersound JV
ASSETS
Investment in real estate, net	5,279			5,384
Cash and cash equivalents	723			902
Other assets	428			396
Total assets	6,430			6,682
LIABILITIES AND EQUITY
Debt, net	4,680			4,661
Accounts payable and other liabilities	126			423
Equity	1,624			1,598
Total liabilities and equity	6,430			6,682
Watersound Management JV
ASSETS
Cash and cash equivalents	90			158
Other assets	32
Total assets	122			158
LIABILITIES AND EQUITY
Equity	122			158
Total liabilities and equity	$ 122			$ 158

Deferred Revenue

6 Months Ended

Jun. 30, 2024

Deferred Revenue

Deferred Revenue

11. Deferred Revenue

As of June 30, 2024 and December 31, 2023, deferred revenue includes club initiation fees of $49.4 million and $48.7 million, respectively, and other deferred revenue of $14.7 million and $14.1 million, respectively.

Club initiation fees are recognized as revenue over the estimated average duration of membership, which is evaluated periodically. The following table presents the changes in club initiation fees related to contracts with customers:


	June 30,		June 30,
	2024		2023
Balance at beginning of period	$	48,742	$	25,088
New club memberships		7,387		11,260
Revenue from amounts included in contract liability opening balance		(6,191)		(3,636)
Revenue from current period new memberships		(532)		(397)
Balance at end of period	$	49,406	$	32,315

Remaining performance obligations represent contracted revenue that has not been recognized related to club initiation fees. As of June 30, 2024, remaining performance obligations were $49.4 million, of which the Company expects to recognize as revenue $5.9 million in 2024, $22.5 million in 2025 through 2026, $16.5 million in 2027 through 2028 and $4.5 million thereafter.

Other deferred revenue as of both June 30, 2024 and December 31, 2023, includes $10.9 million related to a 2006 agreement pursuant to which the Company agreed to sell land to the Florida Department of Transportation. Revenue is recognized when title to a specific parcel is legally transferred.

Summary of Significant Accounting Policies - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Income
Net income attributable to the Company, Basic	$ 24,518	$ 34,727	$ 38,433	$ 45,117
Net income attributable to the Company, Diluted	$ 24,518	$ 34,727	$ 38,433	$ 45,117
Shares
Weighted-average shares outstanding - basic	58,331,818	58,314,117	58,326,153	58,311,619
Incremental shares from restricted stock	15,065	3,403	17,956	1,701
Weighted-average shares outstanding - diluted	58,346,883	58,317,520	58,344,109	58,313,320
Net income per share attributable to the Company
Basic income (in dollars per share)	$ 0.42	$ 0.60	$ 0.66	$ 0.77
Diluted income (in dollars per share)	$ 0.42	$ 0.60	$ 0.66	$ 0.77
Restricted stock units
Stock awards
Number of potentially dilutive common shares excluded from calculation of diluted income per share	50,623	54,520	47,732	56,222
Restricted Stock
Stock awards
Unvested shares (in shares)	65,688	57,923	65,688	57,923	57,923	29,955

Leases - Minimum Future Base Rental Revenue (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Minimum future base rental revenue:
2024	$ 17,595
2025	18,708
2026	13,008
2027	11,195
2028	8,058
Thereafter	40,698
Total	$ 109,262

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 24,518	$ 34,727	$ 38,433	$ 45,117

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
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Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2024

Income Taxes

Schedule of effective income tax rate reconciliation


	Three Months Ended June 30,								Six Months Ended June 30,
	2024				2023				2024				2023
U.S. federal statutory tax rate	$	6,892	21.0	%	$	9,708	21.0	%	$	10,791	21.0	%	$	12,613	21.0	%
State and local income taxes, net of federal income tax benefit ^(a)		1,437	4.4	%		2,026	4.4	%		2,250	4.4	%		2,632	4.4	%
Energy related tax credits		(81)	(0.3)	%		(314)	(0.7)	%		(129)	(0.3)	%		(408)	(0.7)	%
Other items		53	0.2	%		83	0.2	%		38	0.1	%		107	0.2	%
Total income tax expense	$	8,301	25.3	%	$	11,503	24.9	%	$	12,950	25.2	%	$	14,944	24.9	%

(a)	State taxes in Florida make up the majority of the tax effect in this category.

Other Income, Net - Components (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Investment income, net
Interest, dividend and accretion income	$ 856	$ 716	$ 1,696	$ 1,177
Interest income from investments in SPEs	2,003	2,003	4,006	4,006
Interest earned on notes receivable and other interest	547	464	1,145	921
Total investment income, net	3,406	3,183	6,847	6,104
Interest expense
Interest incurred for project financing and other interest expense	(6,301)	(4,994)	(12,638)	(8,990)
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE	(2,218)	(2,213)	(4,434)	(4,426)
Total interest expense	(8,519)	(7,207)	(17,072)	(13,416)
Gain on contributions to unconsolidated joint ventures		27	11	557
Equity in income from unconsolidated joint ventures	5,411	6,038	12,771	9,700
Other income (expense), net
Accretion income from retained interest investments		1,101		1,495
Miscellaneous (expense) income, net	(102)	366	(562)	686
Other (expense) income, net	(102)	1,467	(562)	2,181
Total other income (expense), net	$ 196	$ 3,508	$ 1,995	$ 5,126

Stockholders' Equity - Issuance of Common Stock for Employee Compensation (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Millions	1 Months Ended					3 Months Ended		6 Months Ended
	Feb. 29, 2024	Mar. 31, 2023	Feb. 28, 2023	Apr. 30, 2022	Feb. 28, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Summary of non-vested restricted share activity
Balance at beginning of period (in shares)								57,923	29,955
Granted (in shares)								32,162	36,499
Vested (in shares)								(17,701)	(8,531)
Forfeited (in shares)								(6,696)
Balance at end of period (in shares)						65,688	57,923	65,688	57,923
Weighted Average Grant Date Fair Value Per Share
Balance at beginning of period (in dollars per share)								$ 44.80	$ 48.04
Granted (in dollars per share)								54.16	42.59
Vested (in dollars per share)								44.59	46.73
Forfeited (in dollars per share)								46.07
Balance at end of period (in dollars per share)						$ 49.31	$ 44.80	$ 49.31	$ 44.80
Stock awards expense						$ 0.3	$ 0.2	$ 0.6	$ 0.4
Unrecognized compensation cost						$ 2.7		$ 2.7		$ 1.8
Recognition period								2 years 10 months 24 days
Awards granted, February 2024
Weighted Average Grant Date Fair Value Per Share
Granted (in dollars per share)	$ 54.16
Awards granted, March 2023
Summary of non-vested restricted share activity
Granted (in shares)		12,796
Vested (in shares)								(3,187)
Forfeited (in shares)								(3,237)
Weighted Average Grant Date Fair Value Per Share
Granted (in dollars per share)		$ 39.42
Percentage of stock awards vesting each year		33.30%
Awards granted, February 2023
Summary of non-vested restricted share activity
Vested (in shares)								(5,982)
Weighted Average Grant Date Fair Value Per Share
Granted (in dollars per share)			$ 44.30
Awards granted, April 2022
Summary of non-vested restricted share activity
Granted (in shares)				4,361
Weighted Average Grant Date Fair Value Per Share
Granted (in dollars per share)				$ 55.73
Awards granted February 2022
Summary of non-vested restricted share activity
Granted (in shares)					25,594
Vested (in shares)								(8,532)	(8,531)
Forfeited (in shares)								(867)
Weighted Average Grant Date Fair Value Per Share
Granted (in dollars per share)					$ 46.73
Percentage of stock awards vesting each year					33.30%
Certain employees \| Awards granted, February 2024
Summary of non-vested restricted share activity
Granted (in shares)	26,744
Forfeited (in shares)								(2,592)
Weighted Average Grant Date Fair Value Per Share
Percentage of stock awards vesting each year	33.30%
Certain employees \| Awards granted, February 2023
Summary of non-vested restricted share activity
Granted (in shares)			17,943
Weighted Average Grant Date Fair Value Per Share
Percentage of stock awards vesting each year			33.30%
One employee \| Awards granted, February 2024
Summary of non-vested restricted share activity
Granted (in shares)	5,418
One employee \| Awards granted, February 2023
Summary of non-vested restricted share activity
Granted (in shares)			5,760

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

Related Party Transactions

19. Related Party Transactions

The Company provides mitigation bank credits, impact and other fees, property for lease and services to certain unconsolidated JVs. During both the three and six months ended June 30, 2024, the Company recognized $1.5 million related to revenues from these transactions. During the three and six months ended June 30, 2023, the Company recognized $0.1 million and $0.8 million, respectively, related to revenues from these transactions. As of June 30, 2024, receivables from unconsolidated JVs were $1.0 million. There were no receivables with unconsolidated JVs as of December 31, 2023.

The Watersound Management JV provides leasing management services for most of the Company’s multi-family communities. The Company incurred expense related to these transactions of $0.6 million and $0.4 million during the three months ended June 30, 2024 and 2023, respectively, and $1.2 million and $0.9 million during the six months ended June 30, 2024 and 2023, respectively. See Note 4. Joint Ventures for additional information.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Dividends (in dollars per share)	$ 0.12	$ 0.10	$ 0.24	$ 0.20

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Schedule of computation of basic and diluted earnings per share


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

	(Dollars in thousands except per share amounts)
Income
Net income attributable to the Company	$	24,518	$	34,727	$	38,433	$	45,117

Shares
Weighted average shares outstanding - basic		58,331,818		58,314,117		58,326,153		58,311,619
Incremental shares from restricted stock		15,065		3,403		17,956		1,701
Weighted average shares outstanding - diluted		58,346,883		58,317,520		58,344,109		58,313,320

Net income per share attributable to the Company
Basic income per share	$	0.42	$	0.60	$	0.66	$	0.77
Diluted income per share	$	0.42	$	0.60	$	0.66	$	0.77

Schedule of revenue disaggregated by segment, good or service and timing


	Three Months Ended June 30, 2024
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	31,705	$	—	$	1,765	$	1,063	$	34,533
Hospitality revenue		—		62,321		—		—		62,321
Leasing revenue		26		928		13,620		178		14,752
Total revenue	$	31,731	$	63,249	$	15,385	$	1,241	$	111,606

Timing of Revenue Recognition:
Recognized at a point in time	$	31,705	$	49,313	$	1,765	$	1,063	$	83,846
Recognized over time		—		13,008		—		—		13,008
Over lease term		26		928		13,620		178		14,752
Total revenue	$	31,731	$	63,249	$	15,385	$	1,241	$	111,606


	Three Months Ended June 30, 2023
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	63,403	$	—	$	6,512	$	775	$	70,690
Hospitality revenue		—		45,095		4		—		45,099
Leasing revenue		5		516		11,785		72		12,378
Total revenue	$	63,408	$	45,611	$	18,301	$	847	$	128,167

Timing of Revenue Recognition:
Recognized at a point in time	$	63,403	$	37,077	$	6,516	$	775	$	107,771
Recognized over time		—		8,018		—		—		8,018
Over lease term		5		516		11,785		72		12,378
Total revenue	$	63,408	$	45,611	$	18,301	$	847	$	128,167


	Six Months Ended June 30, 2024
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	62,463	$	—	$	4,391	$	1,867	$	68,721
Hospitality revenue		—		101,577		—		—		101,577
Leasing revenue		83		1,704		27,102		205		29,094
Total revenue	$	62,546	$	103,281	$	31,493	$	2,072	$	199,392

Timing of Revenue Recognition:
Recognized at a point in time	$	62,463	$	75,703	$	4,391	$	1,867	$	144,424
Recognized over time		—		25,874		—		—		25,874
Over lease term		83		1,704		27,102		205		29,094
Total revenue	$	62,546	$	103,281	$	31,493	$	2,072	$	199,392


	Six Months Ended June 30, 2023
	Residential		Hospitality		Commercial		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	91,428	$	—	$	14,123	$	1,840	$	107,391
Hospitality revenue		—		69,593		5		—		69,598
Leasing revenue		10		873		23,180		105		24,168
Total revenue	$	91,438	$	70,466	$	37,308	$	1,945	$	201,157

Timing of Revenue Recognition:
Recognized at a point in time	$	91,428	$	54,477	$	14,128	$	1,840	$	161,873
Recognized over time		—		15,116		—		—		15,116
Over lease term		10		873		23,180		105		24,168
Total revenue	$	91,438	$	70,466	$	37,308	$	1,945	$	201,157

Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Other Assets
Accounts receivable, net	$ 21,554	$ 20,322
Homesite sales receivable	29,010	29,862	$ 23,708	$ 10,086
Notes receivable, net	393	416
Inventory	4,521	4,250
Prepaid expenses	15,035	12,086
Straight-line rent	2,809	2,755
Operating lease, right-of use assets	$ 5,271	$ 858
Operating Lease, Right-of-Use Asset, Statement of Financial Position	Total other assets	Total other assets
Other assets	$ 8,756	$ 8,756
Accrued interest receivable for Senior Notes held by SPE	2,938	2,938
Total other assets	$ 90,287	$ 82,243

Leases

6 Months Ended

Jun. 30, 2024

Leases

Leases

7. Leases

The Company as Lessor

Leasing revenue consists of rental revenue from multi-family, senior living, self-storage, retail, office and commercial property, marinas, cell towers and other assets, which is recognized as earned, using the straight-line method over the life of each lease. Variable lease payments primarily include property taxes, insurance, utilities and common area maintenance or payments based on a percentage of sales over specified levels and senior living services. The Company’s leases have remaining lease terms up to the year 2072, some of which include options to terminate or extend.

The components of leasing revenue are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Leasing revenue
Lease payments	$	12,450	$	10,682	$	24,503	$	20,878
Variable lease payments		2,302		1,696		4,591		3,290
Total leasing revenue	$	14,752	$	12,378	$	29,094	$	24,168

Minimum future base rental revenue on non-cancelable leases subsequent to June 30, 2024, for the years ending December 31 are:


2024	$	17,595
2025		18,708
2026		13,008
2027		11,195
2028		8,058
Thereafter		40,698
	$	109,262

The Company as Lessee

As of June 30, 2024, the Company leased certain office and other equipment under finance leases and had operating leases for property and equipment used in corporate, hospitality and commercial operations with remaining lease terms up to the year 2081. Operating leases also include property for hospitality employee housing. Certain leases include options to purchase, terminate or renew for one or more years, which are included in the lease term used to establish right-of-use assets and lease liabilities when it is reasonably certain that the option will be exercised. The Company uses its incremental borrowing rate to determine the present value of the lease payments since the rate implicit in each lease is not readily determinable. The Company recognizes short-term (twelve months or less) lease payments in profit or loss on a straight-line basis over the term of the lease and variable lease payments in the period in which the obligation for those payments is incurred.

The components of lease expense are as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024			2023
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	46	$	34	$	87		$	68
Interest on lease liability		7		3		13			7
Operating lease cost		537		115		734			227
Variable and short-term lease cost		686		690		929			938
Total lease cost	$	1,276	$	842	$	1,763		$	1,240

Other information
Weighted-average remaining lease term - finance lease (in years)						2.5			3.0
Weighted-average remaining lease term - operating leases (in years)						1.9			1.9
Weighted-average discount rate - finance lease						5.4	%		5.3	%
Weighted-average discount rate - operating leases						5.0	%		4.9	%

The aggregate payments of finance and operating lease liabilities subsequent to June 30, 2024, for the years ending December 31 are:


	Finance Leases		Operating Leases
2024	$	103	$	1,106
2025		174		2,123
2026		128		2,017
2027		89		55
2028		66		55
Thereafter		9		331
Total		569		5,687
Less imputed interest		(55)		(442)
Total lease liabilities	$	514	$	5,245

Joint Ventures - Unconsolidated JV - Electric Cart Watersound JV (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Investments
Capital contribution to unconsolidated joint ventures	$ 1,156	$ 1,893
Outstanding debt principal	452,626		$ 459,221
Outstanding debt	$ 447,386		$ 453,640
Electric Cart Watersound JV
Investments
Ownership percentage	51.00%		51.00%
Unconsolidated joint ventures
Investments
Outstanding debt principal	$ 103,652		$ 115,456
Electric Cart Watersound JV
Investments
Outstanding debt principal	4,747		4,732
Electric Cart Watersound JV \| Electric Cart Watersound JV Loan
Investments
Outstanding debt principal	4,400		4,400
Electric Cart Watersound JV \| Electric Cart Watersound JV Loan, Floorplan Line of Credit
Investments
Borrowing capacity	2,600		2,400
Outstanding debt	$ 400		$ 400
Electric Cart Watersound JV \| Electric Cart Watersound JV Loan, Floorplan Line of Credit \| Minimum
Investments
Interest free period	3 months		3 months
Electric Cart Watersound JV \| Electric Cart Watersound JV Loan, Floorplan Line of Credit \| Maximum
Investments
Interest free period	6 months		6 months

Accounts Payable and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accounts Payable and Other Liabilities
Accounts payable	$ 28,437	$ 24,340
Income tax payable	2,063	9,239
Finance lease liabilities	514	298
Operating lease liabilities	5,245	793
Accrued compensation	5,329	6,037
Other accrued liabilities	9,172	4,100
Club membership deposits	3,280	3,314
Advance deposits	8,442	7,602
Accrued interest expense for Senior Notes held by SPE	2,850	2,850
Total accounts payable and other liabilities	$ 65,332	$ 58,573
Finance Lease, Liability, Statement of Financial Position	Total accounts payable and other liabilities	Total accounts payable and other liabilities
Operating Lease, Liability, Statement of Financial Position	Total accounts payable and other liabilities	Total accounts payable and other liabilities
Accrued property taxes	$ 5,000	$ 400

Joint Ventures - Unconsolidated JV - Latitude Margaritaville Watersound JV (Details) $ in Thousands	3 Months Ended		6 Months Ended		66 Months Ended
	Jun. 30, 2024 USD ($) Transaction home	Jun. 30, 2023 Transaction	Jun. 30, 2024 USD ($) Transaction home	Jun. 30, 2023 USD ($) Transaction	Jun. 30, 2024 USD ($) Transaction home	Dec. 31, 2023 USD ($)
Investments
Investment in unconsolidated joint ventures	$ 71,387		$ 71,387		$ 71,387	$ 66,356
Distributions from unconsolidated JVs			9,900	$ 1,800
Capital contribution to unconsolidated joint ventures			1,156	1,893
Latitude Margaritaville Watersound JV
Investments
Amount as lender of secured revolving promissory note	10,000		10,000		10,000	10,000
Secured revolving promissory note with unconsolidated Latitude Margaritaville Watersound JV, homesite development - 5.0% interest rate, due June 2025
Investments
Note receivable	0		0		0	0
Latitude Margaritaville Watersound JV
Investments
Investment in unconsolidated joint ventures	55,163		55,163		55,163	$ 49,036
Distributions from unconsolidated JVs			9,600	$ 1,700
Amount of infrastructure improvements completed	8,400		8,400		8,400
Amount of infrastructure improvements agreed upon to be made	$ 9,200		$ 9,200		$ 9,200
Ownership percentage	50.00%		50.00%		50.00%	50.00%
Average amount of land contribution returned per home			$ 10
Latitude Margaritaville Watersound JV \| Residential homes
Investments
Number of units under contract \| home	534		534		534
Number of home sale transactions \| Transaction	163	164	340	313	1,344
Number of units to be developed, including units completed \| home	3,500		3,500		3,500

Segment Information (Tables)

6 Months Ended

Jun. 30, 2024

Segment Information

Schedule of Information by Business Segment


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Operating revenue:
Residential	$	31,731	$	63,408	$	62,546	$	91,438
Hospitality		63,249		45,611		103,281		70,466
Commercial		15,385		18,301		31,493		37,308
Other		1,241		847		2,072		1,945
Consolidated operating revenue	$	111,606	$	128,167	$	199,392	$	201,157

Income (loss) before income taxes:
Residential^(a)	$	21,549	$	39,502	$	44,872	$	55,102
Hospitality		14,480		3,640		13,202		122
Commercial		(815)		3,677		(1,651)		6,475
Other		(2,389)		(1,480)		(5,847)		(3,439)
Consolidated income before income taxes	$	32,825	$	45,339	$	50,576	$	58,260

(a)


	June 30,		December 31,
	2024		2023
Total assets:
Residential	$	249,822	$	233,957
Hospitality		475,279		465,828
Commercial		518,210		511,978
Other		307,131		311,767
Total assets	$	1,550,442	$	1,523,530

Debt, Net (Tables)

6 Months Ended

Jun. 30, 2024

Debt, Net

Schedule of Debt


			Effective Rate
			June 30,		June 30,		December 31,
	Maturity Date	Interest Rate Terms	2024		2024		2023
Watersound Origins Crossings JV Loan (insured by HUD)	April 2058	Fixed	5.0	%	$	52,253	$	52,546
Pier Park Resort Hotel JV Loan	April 2027	SOFR plus 2.1%^(a)	4.1	%		51,393		51,888
Mexico Beach Crossings JV Loan (insured by HUD)	March 2064	Fixed	3.0	%		42,353		42,405
PPN JV Loan	November 2025	Fixed	4.1	%		40,933		41,485
Pearl Hotel Loan	December 2032	Fixed	6.3	%		34,780		35,520
PPC JV Loan (insured by HUD)	June 2060	Fixed	3.1	%		34,416		34,675
Watersound Camp Creek Loan	December 2047	SOFR plus 2.1%, floor 2.6%	7.4	%		27,598		27,999
North Bay Landing Loan	September 2024	SOFR plus 2.6%, floor 3.3%^(b)	7.9	%		24,750		26,750
PPC II JV Loan (insured by HUD)	May 2057	Fixed	2.7	%		22,007		22,215
Hotel Indigo Loan	October 2028	SOFR plus 2.5%, floor 2.5%	7.8	%		20,273		20,690
Watercrest JV Loan	June 2047	SOFR plus 2.2%	7.5	%		19,832		20,074
Breakfast Point Hotel Loan	November 2042	Fixed^(c)	6.0	%		15,709		15,937
Lodge 30A JV Loan	January 2028	Fixed	3.8	%		14,394		14,655
Airport Hotel Loan	March 2025	SOFR plus 2.1%, floor 3.0%	7.5	%		12,889		13,010
Topsail Hotel Loan	July 2027	SOFR plus 2.1%, floor 3.0%	7.4	%		12,307		12,307
Watersound Town Center Grocery Loan	August 2031	SOFR plus 2.1%, floor 2.3%	7.4	%		10,460		10,531
Beckrich Building III Loan	August 2029	SOFR plus 1.8%	7.2	%		5,014		5,014
Self-Storage Facility Loan	November 2025	SOFR plus 2.5%, floor 2.9%	7.8	%		4,666		4,666
Community Development District debt	May 2025-May 2039	Fixed	3.6 to 6.0	%		2,855		3,046
Beach Homes Loan	May 2029	SOFR plus 1.7%	7.0	%		1,400		1,416
Pier Park Outparcel Loan	March 2027	SOFR plus 1.8%	7.2	%		1,264		1,275
WaterColor Crossings Loan	February 2029	SOFR plus 1.8%	7.2	%		1,080		1,117
Total principal outstanding						452,626		459,221
Unamortized discount and debt issuance costs						(5,240)		(5,581)
Total debt, net					$	447,386	$	453,640

(a)

(b)	Upon reaching a certain debt service coverage ratio, the North Bay Landing Loan will bear interest at a rate of SOFR plus 2.4%, with a floor of 3.1%.

(c)	The Breakfast Point Hotel Loan interest rate is fixed through November 2027 and in December 2027 the rate will adjust to the 1-year constant maturity Treasury rate plus 3.3% from December 2027 through November 2042, with a minimum rate of 6.0% throughout the term of the loan.

Schedule of Aggregate Maturities of Debt

The aggregate maturities of debt subsequent to June 30, 2024, for the years ending December 31 are:


2024	$	29,257
2025		66,268
2026		8,712
2027		69,419
2028		36,026
Thereafter		242,944
	$	452,626

Other Income, Net - Other (Expense) Income, Net (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income, Net
Loss on disposal of assets		$ 0.5
Gain on retained interest investment			$ 0.5
Amount of lost income recovered from Florida Division of Emergency Management's TRBG program	$ 0.5		$ 0.5

Segment Information - Information by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Segments
Total revenue	$ 111,606	$ 128,167	$ 199,392	$ 201,157
Consolidated income before income taxes	32,825	45,339	50,576	58,260
Other (expense) income, net	(102)	1,467	(562)	2,181
Total assets	1,550,442		1,550,442		$ 1,523,530
Equity in income from unconsolidated joint ventures	5,411	6,038	12,771	9,700
Pier Park RI JV
Segments
Equity in income from unconsolidated joint ventures	(164)		(164)
Latitude Margaritaville Watersound JV
Segments
Equity in income from unconsolidated joint ventures	6,544	5,902	14,823	9,803
Electric Cart Watersound JV
Segments
Equity in income from unconsolidated joint ventures	37	77	13	113
Residential segment \| Latitude Margaritaville Watersound JV
Segments
Equity in income from unconsolidated joint ventures	6,500	5,900	14,800	9,800
Operating Segments \| Residential segment
Segments
Total revenue	31,731	63,408	62,546	91,438
Consolidated income before income taxes	21,549	39,502	44,872	55,102
Total assets	249,822		249,822		233,957
Operating Segments \| Hospitality segment
Segments
Total revenue	63,249	45,611	103,281	70,466
Consolidated income before income taxes	14,480	3,640	13,202	122
Total assets	475,279		475,279		465,828
Operating Segments \| Commercial segment
Segments
Total revenue	15,385	18,301	31,493	37,308
Consolidated income before income taxes	(815)	3,677	(1,651)	6,475
Total assets	518,210		518,210		511,978
Other reconciling items
Segments
Total revenue	1,241	847	2,072	1,945
Consolidated income before income taxes	(2,389)	$ (1,480)	(5,847)	$ (3,439)
Total assets	$ 307,131		$ 307,131		$ 311,767

Leases - Lease Cost - Other Information (Details)	Jun. 30, 2024	Jun. 30, 2023
Leases
Weighted-average remaining lease term - finance lease (in years)	2 years 6 months	3 years
Weighted-average remaining lease term - operating leases (in years)	1 year 10 months 24 days	1 year 10 months 24 days
Weighted-average discount rate - finance lease (as a percent)	5.40%	5.30%
Weighted-average discount rate - operating leases (as a percent)	5.00%	4.90%

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies

Commitments and Contingencies

18. Commitments and Contingencies

The Company establishes an accrued liability when it is both probable that a material loss has been incurred and the amount of the loss can be reasonably estimated. The Company will evaluate the range of reasonably estimated losses and record an accrued liability based on what it believes to be the minimum amount in the range, unless it believes an amount within the range is a better estimate than any other amount. In such cases, there may be an exposure to loss in excess of the amounts accrued. The Company evaluates quarterly whether further developments could affect the amount of the accrued liability previously established or would make a loss contingency both probable and reasonably estimable.

The Company also provides disclosure when it believes it is reasonably possible that a material loss will be incurred or when it believes it is reasonably possible that the amount of a loss will exceed the recorded liability. The Company

reviews loss contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. This estimated range of possible losses is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate.

The Company is subject to a variety of litigation, claims, other disputes and governmental proceedings that arise from time to time in the ordinary course of its business, including litigation related to its prior homebuilding and development activities. The Company cannot make assurances that it will be successful in defending these matters. Based on current knowledge, the Company does not believe that loss contingencies arising from pending litigation, claims, other disputes and governmental proceedings, including those described herein, will have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period.

The Company is subject to costs arising out of environmental laws and regulations, which include obligations to remove or limit the effects on the environment of the disposal or release of certain wastes or substances at various sites, including sites which have been previously sold. It is the Company’s policy to accrue and charge against earnings environmental cleanup costs when it is probable that a liability has been incurred and a range of loss can be reasonably estimated. As assessments and cleanups proceed, these accruals are reviewed and adjusted, if necessary, as additional information becomes available. The Company is in the process of assessing certain properties in regard to the effects, if any, on the environment from the disposal or release of wastes or substances. Management is unable to quantify future rehabilitation costs above present accruals at this time or provide a reasonably estimated range of loss.

Other litigation, claims and disputes, including environmental matters, are pending against the Company. Accrued aggregate liabilities related to the matters described above and other litigation matters were $0.4 million as of both June 30, 2024 and December 31, 2023. Significant judgment is required in both the determination of probability and whether the amount of an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations for any particular reporting period.

The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage, including its timber assets.

In 2020, the Company, as lender, entered into a $10.0 million secured revolving promissory note with the unconsolidated Latitude Margaritaville Watersound JV, as borrower. As of both June 30, 2024 and December 31, 2023, there was no balance outstanding on the Latitude JV Note. The Latitude JV Note was provided by the Company to finance the development of the pod-level, non-spine infrastructure. Future advances, if any, will be repaid by the JV as each home is sold by the JV, with the aggregate unpaid principal and all accrued and unpaid interest due at maturity in June 2025. The note is secured by a mortgage and security interest in and on the real property and improvements located on the real property of the JV. See Note 4. Joint Ventures for additional information.

As of June 30, 2024 and December 31, 2023, the Company was required to provide surety bonds that guarantee completion and maintenance of certain infrastructure in certain development projects and mitigation banks, as well as other financial guarantees of $27.9 million and $40.0 million, respectively, as well as standby letters of credit in the amount of $0.7 million and $0.2 million, respectively, which may potentially result in liability to the Company if certain obligations of the Company are not met.

As of June 30, 2024, the Company had a total of $37.4 million in construction and development related contractual obligations.

In 2019, the Company’s unconsolidated Pier Park TPS JV, entered into a $14.4 million loan (the “Pier Park TPS JV Loan”). The loan bears interest at SOFR plus 2.6% and provides for monthly principal and interest payments with a final

balloon payment at maturity in January 2026. The loan is secured by the real and personal property and certain other Security Interests. In connection with the loan, the Company, a wholly-owned subsidiary of the Company and the Company’s JV partner entered into a joint and several payment and performance guarantee in favor of the lender. The Company’s liability as guarantor under the Pier Park TPS JV Loan has been reduced to 25% of the outstanding principal balance, which requires maintaining a certain debt service coverage. The guarantee contains customary provisions providing for full recourse upon the occurrence of certain events. The Pier Park TPS JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR. The interest rate swap matures in January 2026 and fixed the variable rate on the related debt, initially at $14.4 million to a rate of 5.2%. As of June 30, 2024 and December 31, 2023, $13.3 million and $13.5 million, respectively, was outstanding on the Pier Park TPS JV Loan. See Note 4. Joint Ventures and Note 6. Financial Instruments and Fair Value Measurements for additional information.

In 2020, the Company’s unconsolidated Latitude Margaritaville Watersound JV, entered into a $45.0 million loan, as amended (the “Latitude Margaritaville Watersound JV Loan”). The loan bears interest at SOFR plus 2.5%, with a floor of 3.0%. The loan provides for monthly interest payments with a final balloon payment at maturity in December 2025, with an option to extend the maturity date by one year, subject to bank approval. The loan is secured by the real and personal property and certain other Security Interests. In connection with the loan, the Company and the Company’s JV partner entered into an unconditional guaranty of completion of certain homes and related improvements in favor of the lender. As of June 30, 2024 and December 31, 2023, $14.4 million and $37.4 million, respectively, was outstanding on the Latitude Margaritaville Watersound JV Loan. See Note 4. Joint Ventures for additional information.

In 2021, the Company’s unconsolidated Watersound Fountains Independent Living JV, entered into a $41.9 million loan (the “Watersound Fountains JV Loan”). The loan bears interest at SOFR plus 2.1%, with a floor of 2.6%. The loan provides for interest only payments for the first forty-eight months and principal and interest payments thereafter with a final balloon payment at maturity in April 2026. The loan includes an option for an extension of the maturity date by twelve months, subject to certain conditions, which would provide for continued monthly principal and interest payments with a final balloon payment at the extended maturity date. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company executed a guarantee in favor of the lender to guarantee the payment and performance of the borrower under the Watersound Fountains JV Loan. During the first quarter of 2024, the Company’s liability as guarantor under the loan was reduced to 50% of the outstanding principal amount upon issuance of the certificate of occupancy and other required permits and will be further reduced to 25% and a further 0% of the outstanding principal balance upon reaching and maintaining certain debt service coverage. The guarantee contains customary provisions providing for full recourse upon the occurrence of certain events. The Company, as the guarantor, receives a quarterly fee related to the guarantee from its JV partners based on the JV partners’ ownership percentage. As of June 30, 2024 and December 31, 2023, $41.2 million and $38.1 million, respectively, was outstanding on the Watersound Fountains JV Loan. See Note 4. Joint Ventures for additional information.

In 2022, the Company’s unconsolidated Electric Cart Watersound JV, entered into a $5.4 million loan (the “Electric Cart Watersound JV Loan”). The loan bears interest at SOFR plus 1.8%, with a floor of 2.1%. The loan provides for interest only payments for the first twenty-four months and principal and interest payments thereafter with a final balloon payment at maturity in September 2032. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company, a wholly-owned subsidiary of the Company and the Electric Cart Watersound JV entered into a joint and several payment and performance guarantee in favor of the lender. After the initial forty-eight months of the loan, the Company’s liability as guarantor under the loan will be reduced to 50% of the outstanding principal balance upon reaching a certain debt service coverage and other conditions. The Company is the sole guarantor and receives a quarterly fee related to the guarantee from its JV partner based on the JV partner’s ownership percentage. As of both June 30, 2024 and December 31, 2023, $4.4 million was outstanding on the Electric Cart Watersound JV Loan. See Note 4. Joint Ventures for additional information.

The Company has assessed the need to record a liability for the guarantees related to the Company’s unconsolidated JVs and did not record an obligation as of both June 30, 2024 and December 31, 2023. As of both June 30, 2024 and December 31, 2023, allowance for credit losses related to the contingent aspect of these guarantees, based on historical experience and economic trends, was $0.1 million and is included within accounts payable and other liabilities on the condensed consolidated balance sheets.

Leases - Aggregate Payments of Finance and Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Aggregate payments of finance lease liabilities:
2024	$ 103
2025	174
2026	128
2027	89
2028	66
Thereafter	9
Total	569
Less imputed interest	(55)
Total finance lease liabilities	514	$ 298
Aggregate payments of operating lease liabilities:
2024	1,106
2025	2,123
2026	2,017
2027	55
2028	55
Thereafter	331
Total	5,687
Less imputed interest	(442)
Total operating lease liabilities	$ 5,245	$ 793

CONDENSED CONSOLIDATED BALANCE SHEETS - Consolidated Joint Ventures - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
ASSETS
Investment in real estate, net	$ 1,035,836	$ 1,018,618
Cash and cash equivalents	86,726	86,068
Other assets	90,287	82,243
Property and equipment, net	62,374	66,049
Investments held by special purpose entities	203,832	204,196
Total assets	1,550,442	1,523,530
LIABILITIES
Debt, net	447,386	453,640
Accounts payable and other liabilities	65,332	58,573
Deferred revenue	64,134	62,836
Senior Notes held by special purpose entity	178,321	178,162
Total liabilities	828,056	825,040
Consolidated Joint Ventures
ASSETS
Investment in real estate, net	260,588	264,837
Cash and cash equivalents	5,589	4,851
Other assets	16,175	15,596
Property and equipment, net	19,863	22,241
Investments held by special purpose entities	203,832	204,196
Total assets	506,047	511,721
LIABILITIES
Debt, net	273,582	275,757
Accounts payable and other liabilities	9,738	8,384
Deferred revenue	353	307
Senior Notes held by special purpose entity	178,321	178,162
Total liabilities	$ 461,994	$ 462,610

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Stockholders' Equity

Schedule of non-vested restricted share activity


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
			Weighted Average			Weighted Average
			Grant Date			Grant Date
	Number of		Fair Value	Number of		Fair Value
Non-Vested Restricted Shares	Shares		Per Share	Shares		Per Share
Balance at beginning of period	57,923	$	44.80	29,955	$	48.04
Granted	32,162	$	54.16	36,499	$	42.59
Vested	(17,701)	$	44.59	(8,531)	$	46.73
Forfeited	(6,696)	$	46.07	—	$	—
Balance at end of period	65,688	$	49.31	57,923	$	44.80

Joint Ventures - Unconsolidated JV - Busy Bee JV (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Nov. 30, 2035	Jun. 30, 2024	Dec. 31, 2023
Investments
Outstanding debt			$ 452,626	$ 459,221
Busy Bee JV
Investments
Ownership percentage			50.00%	50.00%
Unconsolidated joint ventures
Investments
Outstanding debt			$ 103,652	$ 115,456
Busy Bee JV
Investments
Outstanding debt			5,529	5,693
Busy Bee JV \| Busy Bee JV Construction and Equipment Loans
Investments
Debt Instrument, Variable Interest Rate, Type	us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate (as a percent)	1.60%
Busy Bee JV \| Busy Bee JV Construction Loan, due November 2035
Investments
Loan amount	$ 5,400
Outstanding debt			4,900	5,000
Busy Bee JV \| Busy Bee JV Construction Loan, due November 2035 \| Interest rate swaps
Investments
Notional amount	$ 5,400
Fixed interest rate (as a percent)	2.70%
Busy Bee JV \| Busy Bee JV Construction Loan, due November 2035 \| Interest rate swaps \| Forecast
Investments
Notional amount		$ 2,800
Busy Bee JV \| Busy Bee JV Equipment Loan, due November 2027
Investments
Loan amount	$ 1,200
Outstanding debt			$ 600	$ 700
Busy Bee JV \| Busy Bee JV Equipment Loan, due November 2027 \| Interest rate swaps
Investments
Notional amount	$ 1,200
Fixed interest rate (as a percent)	2.10%

Joint Ventures - Consolidated Joint Ventures (Details)	3 Months Ended		6 Months Ended	12 Months Ended
Joint Ventures - Consolidated Joint Ventures (Details)	Jun. 30, 2023 room	Mar. 31, 2023 room	Jun. 30, 2024 item	Dec. 31, 2023
Mexico Beach Crossings JV
Variable interest entity
Ownership in consolidated voting interest entity (as a percent)			75.00%	75.00%
Mexico Beach Crossings JV \| Multi-family community (apartment)
Variable interest entity
Number of completed units			216
The Lodge 30A JV
Variable interest entity
Variable interest entity, ownership percentage			52.80%	52.80%
The Lodge 30A JV \| Hotel
Variable interest entity
Number of units opened in period \| room		85
Pier Park Resort Hotel JV
Variable interest entity
Variable interest entity, ownership percentage			70.00%	70.00%
Pier Park Resort Hotel JV \| Hotel
Variable interest entity
Number of units opened in period \| room	255
Pier Park Crossings Phase II JV
Variable interest entity
Variable interest entity, ownership percentage			75.00%	75.00%
Pier Park Crossings Phase II JV \| Multi-family community (apartment)
Variable interest entity
Number of completed units			120
Watersound Closings JV
Variable interest entity
Variable interest entity, ownership percentage			58.00%	58.00%
Watercrest JV
Variable interest entity
Variable interest entity, ownership percentage			87.00%	87.00%
Watercrest JV \| Senior living community
Variable interest entity
Number of completed units			107
Watersound Origins Crossings JV
Variable interest entity
Variable interest entity, ownership percentage			75.00%	75.00%
Watersound Origins Crossings JV \| Multi-family community (apartment)
Variable interest entity
Number of completed units			217
Pier Park Crossings JV
Variable interest entity
Variable interest entity, ownership percentage			75.00%	75.00%
Pier Park Crossings JV \| Multi-family community (apartment)
Variable interest entity
Number of completed units			240
Pier Park North JV
Variable interest entity
Variable interest entity, ownership percentage			90.00%	90.00%

Summary of Significant Accounting Policies - Concentrations (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Concentration risk
Cash and cash equivalents	$ 86,726	$ 86,068	$ 60,627
Credit concentration risk \| Assets \| Money market fund
Concentration risk
Cash and cash equivalents	2,900
Credit concentration risk \| Assets \| U.S. Treasury Bills
Concentration risk
Cash and cash equivalents	$ 59,900

Leases - Components of Lease Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leasing revenue
Lease payments	$ 12,450	$ 10,682	$ 24,503	$ 20,878
Variable lease payments	2,302	1,696	4,591	3,290
Total leasing revenue	$ 14,752	$ 12,378	$ 29,094	$ 24,168