10q10k10q10k.net

What changed in ST JOE Co's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of ST JOE Co's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+399 added−403 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-21)

Top changes in ST JOE Co's 2024 10-K

399 paragraphs added · 403 removed · 343 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

36 edited+9 added−4 removed18 unchanged
Biggest changeHospitality revenues are typically higher in the second and third quarters, and vary depending on the timing of holidays and school breaks. Commercial real estate sales tend to be non-recurring. Projects depend on uncertain demand. Extraordinary events such as hurricanes or public health emergencies may dramatically change demand and pricing for products and services. Competition St.
Biggest changeCommercial real estate sales tend to be non-recurring. Projects depend on uncertain demand. Extraordinary events such as hurricanes or public health emergencies may dramatically change demand and pricing for products and services. Competition St. Joe competes with local, regional and national real estate related companies, some of which may have greater financial, marketing, sales and other resources than us.
Our executive team reviews feedback from our team and, based on the response, action plans are developed to focus on areas of opportunity throughout the course of the year. We are pleased to report that our most recent annual engagement results were favorable overall and have shown that our employees are proud to work for the Company.
Our executive team reviews feedback from our employees and, based on the response, action plans are developed to focus on areas of opportunity throughout the course of the year. We are pleased to report that our most recent annual engagement results were favorable overall and have shown that our employees are proud to work for the Company.
Joe’s most recent Annual Report on Form 10-K (“Form 10-K”), Quarterly Reports on Form 10-Q (“Form 10-Q”), Current Reports on Form 8-K (“Form 8-K”), and amendments to those reports may be viewed or downloaded electronically, free of charge, from our website at www.joe.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Joe’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q (“Form 10-Q”), Current Reports on Form 8-K (“Form 8-K”), and amendments to those reports may be viewed or downloaded electronically, free of charge, from our website at www.joe.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Equity method investments are recorded initially at cost and adjusted subsequently to recognize the investor’s share of earnings, losses and changes in capital of the investee which are included in investment in unconsolidated joint ventures in the accompanying consolidated balance sheets and equity in income (loss) from unconsolidated joint ventures in the accompanying consolidated statements of income. See Note 4.
Equity method investments are recorded initially at cost and adjusted subsequently to recognize the investor’s share of earnings, losses and changes in capital of the investee which are included in investment in unconsolidated joint ventures in the accompanying consolidated balance sheets and equity in income from unconsolidated joint ventures in the accompanying consolidated statements of income. See Note 4.
Joint Ventures included in Item 15 of this Form 10-K for additional information. Additionally, we have determined that as of December 31, 2023, our unconsolidated LMWS, LLC JV (the “Latitude Margaritaville Watersound JV”) has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X.
Joint Ventures included in Item 15 of this Form 10-K for additional information. Additionally, we have determined that as of December 31, 2024 and 2023, our unconsolidated JV, LMWS, LLC (the “Latitude Margaritaville Watersound JV”), has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X.
We strive to foster a diverse and inclusive environment where each of our team members are valued and respected while working to build a workplace, community and Company that reflects our core values.
Diversity and Inclusion We strive to foster a diverse and inclusive environment where each of our team members are valued and respected while working to build a workplace, community and Company that reflects our core values.
There can be no assurance we will be able to compete successfully against competitors or that competitive pressures will not have a material adverse effect on our business, results of operations, cash flows and financial condition. 4 Table of Contents Regulations St.
There can be no assurance we will be able to compete successfully against competitors or that competitive pressures will not have a material adverse effect on our business, results of operations, cash flows and financial condition. Regulations St.
We maintain environmental and safety compliance programs for our facilities and timberlands to monitor compliance with these laws and regulations. Enactment of new laws or regulations, or changes in existing laws or regulations or the interpretation and enforcement of these laws or regulations, might require significant expenditures. Human Capital Management At The St.
We maintain environmental and safety compliance programs for our facilities and forestry land to monitor compliance with these laws and regulations. Enactment of new laws or regulations, or changes in existing laws or regulations or the interpretation and enforcement of these laws or regulations, might require significant expenditures. Human Capital Management At The St.
Our suite of benefits offered to all full-time employees include group health plans, which include medical, dental, vision, life and disability benefits with Company sharing of premiums for certain coverages.
Our suite of benefits offered to all full-time employees include group health plans, which 5 Table of Contents include medical, dental, vision, life and disability benefits with Company sharing of premiums for certain coverages.
Seasonality and Market Variability St. Joe’s operations may be affected by seasonal fluctuations. The revenues and earnings from our business segments may vary significantly from period to period. Homebuilders tend to buy multiple homesites in sporadic transactions. In addition, homesite prices vary significantly by community, which further impacts period over period results.
Joe’s operations may be affected by seasonal fluctuations. The revenues and earnings from our business segments may vary significantly from period to period. Homebuilders tend to buy multiple homesites in sporadic transactions. In addition, homesite prices vary significantly by community, which further impacts period over period results.
As of February 19, 2024, approximately 32% of our workforce identify as racially diverse and approximately 47% of our workforce, including 50% of our executive management team, is comprised of female employees. Health and Safety The health and safety of our team members is a top priority. We are committed to providing a safe and injury-free workplace.
As of February 24, 2025, approximately 32% of our workforce identify as racially diverse and approximately 47% of our workforce, including 50% of our executive management team, is comprised of female employees. Health and Safety The health and safety of our team members is a top priority. We are committed to providing a safe and injury-free workplace.
As well as being a tool for improving our human capital management strategies, we evaluate employee engagement and satisfaction annually. We focus on our employees’ opinions and collect data through focus groups.
As well as being a tool for improving our human capital management strategies, we evaluate employee engagement and satisfaction annually. We focus on our employees’ opinions and collect data through various means, including surveys and focus groups.
The Latitude Margaritaville Watersound JV did not meet the significant subsidiary test under Rule 1-02(w) of Regulation S-X as of December 31, 2022 or as of December 31, 2021. The separate financial statements of the Latitude Margaritaville Watersound JV, as required pursuant to Rule 3-09 of Regulation S-X, are filed as Exhibit 99.1 in Item 15 of this Form 10-K.
The Latitude Margaritaville Watersound JV did not meet the significant subsidiary test under Rule 1-02(w) of Regulation S-X as of December 31, 2022. The separate financial statements of the Latitude Margaritaville Watersound JV, as required pursuant to Rule 3-09 of Regulation S-X, are filed as Exhibit 99.1 in Item 15 of this Form 10-K. Seasonality and Market Variability St.
We are a real estate development, asset management and operating company. As of December 31, 2023, we owned 168,000 acres of land in Northwest Florida, compared to 169,000 acres and 170,000 acres as of December 31, 2022 and 2021, respectively.
We are a diversified real estate development, asset management and operating company. As of December 31, 2024, we owned 167,000 acres of land in Northwest Florida, compared to 168,000 acres and 169,000 acres as of December 31, 2023 and 2022, respectively.
Joe Company, we believe our employees are our greatest asset. We strive to attract, retain and develop the highest quality talent. As of February 19, 2024, we employed 810 full-time employees and 168 part-time and seasonal employees. Recruitment and Retention Success depends upon our ability to attract and retain skilled employees.
Joe Company, we believe our employees are our greatest asset. We strive to attract, retain and develop the highest quality talent. As of February 24, 2025, we employed 863 full-time employees and 194 part-time and seasonal employees. Recruitment and Retention Success depends upon our ability to attract and retain skilled employees.
We also have additional entitlements, or legal rights, to develop acreage outside of the Sector Plan. Approximately 87% of our real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of our real estate land holdings are located within fifteen miles of the Gulf of Mexico. Strategy St.
We also have additional entitlements, or legal rights, to develop acreage outside of the Sector Plan. Approximately 87% of our real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of our real estate land holdings are located within fifteen miles of the Gulf of Mexico. For additional information regarding our properties, see Item 2.
Additional information regarding our sustainability efforts is available in the Stewardship section of our website at https://www.joe.com/stewardship. The content of the Stewardship section of our website is not incorporated by reference into this Form 10-K or in any other report or document filed with the U.S.
Additional information regarding our sustainability efforts is available in the Stewardship section of our website at https://www.joe.com/stewardship. The content of the Stewardship section of our website is not incorporated by reference into this Annual Report on Form 10-K (“Form 10-K”) or in any other report or document filed with the U.S. Securities and Exchange Commission (“SEC”) , unless expressly noted.
Additionally, we are engaged in the operation of two mitigation banks, which pursuant to mitigation plans approved by the applicable state and federal authorities, produce mitigation credits that are marketed and sold to developers of land in the Bay County, Florida and Walton County, Florida areas for the purpose of enabling the developers to obtain certain regulatory permits.
Additionally, we are engaged in the operation of mitigation banks, which pursuant to mitigation plans approved by the applicable state and federal authorities, produce mitigation credits in Bay County, Florida and Walton County, Florida for the purpose of enabling developers to mitigate environmental impacts.
Investments, which include investments in joint ventures (“JVs”) and limited partnerships, are funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. Actual investments may vary from planned capital investments for various reasons. We do not anticipate immediate benefits from investments.
New projects are planned for stand-alone profitably and to benefit other enterprise activities. Investments, which include investments in JVs, are funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. Actual investments may vary from planned capital investments for various reasons. We do not anticipate immediate benefits from investments.
We may partner with or explore the sale of discrete assets when we and/or others can better deploy resources. Capital is invested to achieve risk-adjusted rates of return and support future business initiatives that create value. New projects are planned for stand-alone profitably and to benefit other enterprise activities.
This strategy is designed to provide opportunities to build recurring revenues and enterprise value for the foreseeable future. We may partner with or explore the sale of discrete assets when we and/or others can better deploy resources. Capital is invested to achieve risk-adjusted rates of return and support future business initiatives that create value.
A cash dividend of $0.10 per share on our common stock was paid in each of the first and second quarters of 2023 and $0.12 per share on our common stock was paid in each of the third and fourth quarters of 2023.
In 2024, we paid quarterly cash dividends of $0.12 per share on our common stock in the first and second quarters and $0.14 per share on our common stock in the third and fourth quarters.
Our process of defining sustainability priorities focuses on the simultaneous improvement of the environmental, social and financial position of the Company, and our strong leadership and governance practices that strive to integrate sustainability into our business strategy and corporate culture.
Our process of defining sustainability priorities focuses on the simultaneous improvement of the environmental, social and financial position of the Company, and our strong leadership and governance practices that strive to integrate sustainability into our business strategy and corporate culture. 6 Table of Contents The acreage we own is located in Northwest Florida and the majority is managed in our forestry operations under our commercial segment.
In addition to the strong competition we face in our residential and commercial segments, highly competitive companies participate in the hospitality business. Our ability to remain competitive and to attract new and repeat guests, customers and club members depends on our success in distinguishing the quality and value of our products and services from those offered by others.
Our ability to remain competitive and to attract new and repeat guests, customers and club members depends on our success in distinguishing the quality and value of our products and services from those offered by others. We compete based on location, price and amenities. The principal methods of competition are price and quality.
We compete based on location, price and amenities. The principal methods of competition are price and quality. Labor markets in the industries in which we operate are also competitive. We must attract, train and retain a large number of qualified employees while controlling related labor costs.
Labor markets in the industries in which we operate are also competitive. We must attract, train and retain a large number of qualified employees while controlling related labor costs. We face significant competition for these employees from the industries in which we operate as well as from other industries.
We distribute cash in excess of expected operating needs to shareholders through cash dividends and common stock repurchases, as approved by the Board of Directors (the “Board”).
We continue to maintain low fixed expenses, low corporate debt and high liquidity for sustainability in all environments. 3 Table of Contents We distribute cash in excess of expected operating needs to shareholders through cash dividends and common stock repurchases, as approved by the Board of Directors (the “Board”).
Segment Information included in Item 15 of this Form 10-K. 3 Table of Contents Investments in Joint Ventures and Limited Partnerships As part of our core business strategy, we have created a meaningful portion of our business through JVs and limited partnerships over the past several years.
Management’s Discussion and Analysis of Financial Condition and Results of Operations , as well as Note 19. Segment Information included in Item 15 of this Form 10-K. Investments in Joint Ventures As part of our core business strategy, we have created a meaningful portion of our business through JVs.
We may choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved land that may delay revenue and profits. We continue to maintain low fixed expenses, low corporate debt and high liquidity for sustainability in all environments.
We may choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved land that may delay revenue and profits.
Therefore, there may be reporting periods in which we have no, or significantly less, revenue from residential or commercial real estate sales. We may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved land that may delay revenue and profits.
Therefore, there may be reporting periods in which we have no, or significantly less, revenue from residential or commercial real estate sales.
The guiding principles of our sustainable forest management practices include complying with laws and regulations, developing a long-term sustainable timber harvest plan, and understanding the economic and social impacts on the surrounding region. We take a holistic approach to managing our resources – timber, land, water, soil and wildlife – with the goal of sustainability.
Many of Northwest Florida’s state parks, state forests and wildlife refuges were created in part with St. Joe land. The guiding principles of our sustainable forest management practices include complying with laws and regulations, developing a long-term sustainable timber harvest plan, and understanding the economic and social impacts on the surrounding region.
Joe believes its long-term, owner-oriented capital and management allows us to optimize the value of Northwest Florida real estate by developing residential, hospitality, and commercial projects that meet growing market demands. This strategy is designed to provide opportunities to build recurring revenues and enterprise value for the foreseeable future.
Joe believes its long-term, owner-oriented capital and management allows us to optimize the value of Northwest Florida real estate by developing residential, hospitality, and commercial projects that meet growing market demand. Our core strategies are to expand our portfolio of income producing commercial properties, develop long-term, scalable residential communities and grow our hospitality offerings.
We carry out prescribed burns annually, which helps restore natural ecosystems, improves wildlife habitats and reduces wildfire hazards.
Our sustainable forest management practices take many forms, including eradication of invasive plant species, restoring wetlands, thinning forests, replanting trees and conducting prescribed burns. We carry out prescribed burns annually, which helps restore natural ecosystems, improves wildlife habitats and reduces wildfire hazards.
During the year ended December 31, 2022, we repurchased 576,963 shares of our common stock for an aggregate purchase price of $20.0 million. As of December 31, 2023, we have a total of $80.0 million available for the repurchase of shares pursuant to our Stock Repurchase Program (the “Stock Repurchase Program”). See Item 5.
During the year ended December 31, 2023, we did not repurchase shares of our common stock. As of December 31, 2024, we had a total authority of $76.7 million available under the program. In February 2025, the Board increased the total authorization under the Stock Repurchase Program to $100.0 million. See Item 5.
Joe competes with local, regional and national real estate related companies; some of which may have greater financial, marketing, sales and other resources than us. Competition may adversely affect our ability to attract tenants to lease our commercial, multi-family and senior living properties or to attract purchasers of our residential and commercial real estate.
Competition may adversely affect our ability to attract tenants to lease our commercial, multi-family and senior living properties or to attract purchasers of our residential and commercial real estate. In addition to the strong competition we face in our residential and commercial segments, highly competitive companies participate in the hospitality business.
The results of focus groups help us to continuously improve our human capital strategies and find ways to foster engagement and growth for our team members. 5 Table of Contents Diversity and Inclusion We believe that a diverse and inclusive workplace is key to our success, and that it is our responsibility to advance racial and social equity.
The results of focus groups and The Great Place to Work certification reflects our collective efforts to create an exceptional workplace whereby we continuously improve our human capital strategies and find ways to foster engagement and growth for our team members.
We are leading by example and protecting the best of Florida by working closely with environmental agencies, community leaders and leading environmental and conservation organizations. Our sustainable forest management practices take many forms, including eradication of invasive plant species, restoring wetlands, thinning forests, replanting trees and conducting prescribed burns.
We take a holistic approach to managing our resources – timber, land, water, soil and wildlife – with the goal of sustainability. We are leading by example and protecting the best of Florida by working closely with environmental agencies, community leaders and leading environmental and conservation organizations.
A quarterly cash dividend of $0.10 and $0.08 per share on our common stock was paid in each quarter of 2022 and 2021, respectively. During the year ended December 31, 2023, we did not repurchase shares of our common stock.
This represents an increase from 2023, when we paid quarterly cash dividends of $0.10 per share on our common stock in the first and second quarters and $0.12 per share on our common stock in the third and fourth quarters. In 2022, we paid quarterly cash dividends of $0.10 per share throughout the year.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations , as well as Note 19.
Added
Properties included in this Form 10-K. Our operations span residential, hospitality, and commercial segments, offering a comprehensive range of real estate activities and lifestyle amenities. In our residential segment, we develop and sell homesites across multiple communities, primarily to homebuilders and on a limited basis to retail customers.
Removed
We face significant competition for these employees from the industries in which we operate as well as from other industries.
Added
Through an unconsolidated joint venture (“JV”) homes are being constructed and sold in the Latitude Margaritaville Watersound community, an approximately 3,500-home active adult residential development. Our hospitality operations include the exclusive Watersound Club, which offers members access to golf courses, a beach club and other recreational amenities.
Removed
The acreage we own is located in Northwest Florida and the majority is managed in our forestry operations under our commercial segment. Many of Northwest Florida's state parks, state forests and wildlife refuges were created in part with St. Joe land.
Added
We own, or jointly own, and operate a portfolio of hotels across multiple brands, from luxury boutique properties to branded hotels. Our hospitality segment also includes food and beverage operations, retail outlets, vacation rentals, marinas and other entertainment assets.
Removed
Securities and Exchange Commission (“SEC”) , unless expressly noted. 6 Table of Contents Information St.
Added
In our commercial segment we own, or jointly own, develop and lease property for a variety of uses, including multi-family, senior living, self-storage, mixed-use, medical, office, retail, industrial and various other uses. The commercial segment also sells developed and undeveloped land and manages our timber holdings, which includes growing and selling pulpwood, sawtimber and other products.
Added
We have investments in unconsolidated JVs that own and operate two hotels, a fuel station and convenience store, a multi-family management business and a golf cart sales and service facility. We continue to expand our portfolio while maintaining our focus on Northwest Florida’s sustained growth and development. Strategy St.
Added
In addition, our Board has approved a stock repurchase program (the “Stock Repurchase Program”), pursuant to which we may repurchase our 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”).
Added
During the years ended December 31, 2024 and 2022, we repurchased 70,985 and 576,963 shares of our common stock for an aggregate purchase price of $3.4 million and $20.0 million, respectively, excluding the excise tax on stock repurchases in excess of issuances as a result of the Inflation Reduction Act of 2022 (the “IRA”).
Added
We may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved land that may delay revenue and profits. 4 Table of Contents Hospitality revenues are typically higher in the second and third quarters, and vary depending on the timing of holidays and school breaks.
Added
We were recently certified as a Great Place to Work ® , a national program that recognizes employers who create an outstanding employee experience. Notably, 84% of survey respondents expressed favorable feedback regarding the Company and highlighted favorable ratings in key areas such as equity, collaboration and integrity - values that continue to guide our culture.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

75 edited+9 added−4 removed121 unchanged
Biggest changeReal estate development and construction, including homebuilding activities, entail risks that may adversely impact our results of operations, cash flows and financial condition, including: ● general market conditions; ● construction delays or cost overruns, which may increase project development costs; ● labor costs and shortages of skilled labor, particularly as a result of the recent low unemployment rate in the U.S. and Florida especially; ● supply chain disruptions and material shortages; ● claims for construction defects after property has been developed, including claims by purchasers and property owners’ associations, and claims for construction defects arising from third party contractors; ● the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; ● an inability to obtain required governmental permits and authorizations; ● an inability to secure tenants necessary to support commercial, multi-family or senior living projects; ● compliance with building codes and other local regulations; ● unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which may make the project less profitable; ● insufficient infrastructure capacity or availability (e.g., water, sewer and roads) to serve the needs of our projects; ● instability in the financial industry may reduce the availability of financing; ● delay or inability to acquire property, rights of way or easements, which may result in delays or increased costs; and ● weather-related and geological interference, including hurricanes, landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs.
Biggest changeReal estate development and construction, including homebuilding activities, entail risks that may adversely impact our results of operations, cash flows and financial condition, including: ● general market conditions; ● construction delays or cost overruns, which may increase project development costs; ● labor costs and shortages of skilled labor, particularly as a result of the recent low unemployment rate in the U.S. and Florida especially; 10 Table of Contents ● supply chain disruptions and material shortages; ● current or potentially new and rapidly evolving tariffs or quotas; ● claims for construction defects after property has been developed, including claims by purchasers and property owners’ associations, and claims for construction defects arising from third-party contractors; ● the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; ● weather-related and geological interference, including hurricanes, landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs; ● an inability to obtain required governmental permits and authorizations; ● an inability to secure tenants necessary to support commercial, multi-family or senior living projects; ● compliance with building codes and other local regulations; ● unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which may make the project less profitable; ● insufficient infrastructure capacity or availability (e.g., water, sewer and roads) to serve the needs of our projects; ● instability in the financial industry may reduce the availability of financing; and ● delay or inability to acquire property, rights of way or easements, which may result in delays or increased costs.
Treasury Bills. We hold significant cash balances that are invested in a variety of short-term U.S. Treasury Bills, that are intended to preserve principal value and maintain a high degree of liquidity. We have exposure to credit risk associated with our short-term U.S.
We hold significant cash balances that are invested in a variety of short-term U.S. Treasury Bills that are intended to preserve principal value and maintain a high degree of liquidity. We have exposure to credit risk associated with our short-term U.S.
While over the past couple years, elevated interest rates negatively impacted buyers’ ability to obtain financing and the housing market generally, to date we have not experienced material declines in customer demand for our homesites.
While over the past couple years, elevated interest rates have negatively impacted buyers’ ability to obtain financing and the housing market generally, to date we have not experienced material declines in customer demand for our homesites.
The occurrence of other natural disasters and climate conditions in Northwest Florida, such as tornadoes, floods, fires, unusually heavy or prolonged rain, droughts, extreme heat, or other adverse weather events may have a material adverse effect on our ability to develop and sell properties or realize income from our projects.
The occurrence of other natural disasters and climate conditions in Northwest Florida, such as tornadoes, floods, fires, unusually heavy or prolonged rain, droughts, extreme heat or cold, or other adverse weather events may have a material adverse effect on our ability to develop and sell properties or realize income from our projects.
The following factors, among others, are common to the hospitality industry, and may reduce the revenues generated by our hotel properties, food and beverage operations, golf courses, beach clubs, marinas and other entertainment assets: ● reduced travel (including from airline disruptions, business reduction or elimination of typical travel in efforts to be conservative in uncertain financial times or adverse economic conditions), which we may be susceptible to given that the travel tourism on which our hospitality segment relies can entail a relatively high cost of participation and is based on discretionary consumer spending; ● increased labor costs and shortages of skilled labor; ● inclement weather conditions; 11 Table of Contents ● changes in desirability of geographic regions in which our properties are located; ● significant competition from other hospitality providers and lodging or entertainment alternatives; ● our relationships with and the performance of third-party managers; ● increases in operating costs, including increases in the cost of property insurance, utilities and real estate and personal property taxes, due to inflation and other factors that may not be offset by increased prices; and ● natural or man-made disasters.
The following factors, among others, are common to the hospitality industry, and may reduce the revenues generated by our hotel properties, food and beverage operations, golf courses, beach clubs, marinas and other entertainment assets: ● reduced travel (including from airline disruptions, business reduction or elimination of typical travel in efforts to be conservative in uncertain financial times or adverse economic conditions), which we may be susceptible to given that the travel tourism on which our hospitality segment relies can entail a relatively high cost of participation and is based on discretionary consumer spending; ● increased labor costs and shortages of skilled labor; ● inclement weather conditions; ● changes in desirability of geographic regions in which our properties are located; ● significant competition from other hospitality providers and lodging or entertainment alternatives; ● our relationships with and the performance of third-party managers; ● increases in operating costs, including increases in the cost of property insurance, utilities and real estate and personal property taxes, due to inflation and other factors that may not be offset by increased prices; and ● natural or man-made disasters.
Any of these factors may increase our costs or limit or reduce the prices we are able to charge for our hospitality products or services, or otherwise affect our ability to maintain existing properties, develop new properties or add amenities to our existing properties. Our insurance coverage on our properties may be inadequate or our insurances costs may increase.
Any of these factors may increase our costs or limit or reduce the prices we are able to charge for our hospitality products or services, or otherwise affect our ability to maintain existing properties, develop new properties or add amenities to our existing properties. Our insurance coverage on our properties may be inadequate or our insurance costs may increase.
We and the real estate industry in general may be adversely affected during periods of high inflation, primarily because of higher construction and operating costs. Our leasing projects are subject to a variety of risks that could impact returns.
Additionally, we and the real estate industry in general may be adversely affected during periods of high inflation, primarily because of higher construction and operating costs. Our leasing projects are subject to a variety of risks that could impact returns.
Competition from real estate leasing and development companies and homebuilders may adversely affect our ability to attract tenants and lease our commercial, multi-family and senior living properties, attract purchasers and sell residential homesites and commercial real estate and attract and retain experienced real estate leasing and development personnel.
Competition from real estate leasing and development companies and homebuilders may adversely affect our ability to attract tenants and lease our commercial, multi-family and senior living properties, attract purchasers and sell residential homesites and commercial real estate and attract and retain experienced real estate sales, leasing and development personnel.
While we are committed to recruiting top talent by offering, among other things, competitive wages, a significant increase in competition or labor costs increasing from any of the aforementioned factors may have a material adverse impact on our business, results of operations, cash flows and financial condition. In addition, our hospitality operations are highly dependent on a large seasonal workforce.
While we are committed to recruiting top talent by offering, among other things, competitive wages, a significant increase in competition or labor costs increasing from any of the aforementioned factors may have a material adverse impact on our business, results of operations, cash flows and financial condition. Furthermore, our hospitality operations are highly dependent on a large seasonal workforce.
This time lag subjects us to greater risks relating to, among other things: ● fluctuations in the general economy; 8 Table of Contents ● our ability to obtain construction or permanent financing on favorable commercial terms, if at all; ● our ability to achieve projected rental rates; ● the pace that we will be able to lease to new tenants; ● higher than estimated construction costs (including labor and material costs); and ● delays in the completion of projects because of, among other factors, inclement weather, labor disruptions, construction delays or delays in receiving zoning or other regulatory approvals, or man-made or natural disasters.
This time lag subjects us to greater risks relating to, among other things: ● fluctuations in the general economy; ● our ability to obtain construction or permanent financing on favorable commercial terms, if at all; ● our ability to achieve projected rental rates; ● the pace that we will be able to lease to new tenants; ● higher than estimated construction costs (including labor and material costs); and ● delays in the completion of projects because of, among other factors, inclement weather, labor disruptions, construction delays or delays in receiving zoning or other regulatory approvals, or man-made or natural disasters.
Legal and regulatory requirements, as well as stakeholder expectations, on ESG practices and disclosures are subject to change, can be unpredictable, and may be difficult and expensive for us to comply with. Further, there is an increasing number of state-level anti-ESG initiatives in the U.S. that may conflict with other regulatory requirements or various stakeholders’ expectations.
Legal and regulatory requirements, as well as stakeholder expectations, on ESG practices and disclosures are subject to change, can be unpredictable, and may be difficult and expensive for us to comply with. Further, there is an increasing number of anti-ESG initiatives in the U.S. that may conflict with other regulatory requirements or various stakeholders’ expectations.
If the SEC or a court of competent jurisdiction were to find that we were required, but failed, to register as an investment company in violation of the Investment Company Act, we would have to cease business activities, we would breach representations and warranties and/or be in default as to certain of our contracts and obligations, civil or criminal actions may be brought against us, certain of our contracts would be unenforceable unless a court were to require enforcement and a court may appoint a receiver to take control of us and liquidate our business, any or all of which would have a material adverse effect on our business.
If the SEC or a court of competent jurisdiction were to find that we were required, but failed, to register as an investment company in violation of the Investment Company Act, we would have to cease business activities, we would breach representations and warranties and/or be in default as to certain of our contracts and obligations, civil or criminal 17 Table of Contents actions may be brought against us, certain of our contracts would be unenforceable unless a court were to require enforcement and a court may appoint a receiver to take control of us and liquidate our business, any or all of which would have a material adverse effect on our business.
The high costs of property insurance premiums in Florida may deter potential customers from purchasing a homesite in one of our developments or make Northwest Florida less attractive to new employers that can create high quality jobs needed to increase growth in the region, either of which may have a material adverse effect on our business, results of operations, cash flows and financial condition.
The high costs of property insurance premiums in Florida may deter potential customers from purchasing a homesite in one of our developments or make Northwest Florida less attractive to new employers that can create high quality jobs needed to increase growth in the region, either of which may have a material adverse effect on our business, results of operations, cash flows and 12 Table of Contents financial condition.
Manmade disasters or disruptions, such as oil spills, acts of terrorism, power outages and communications failures may simultaneously disrupt our operations. We are dependent on third party service providers for certain services. We rely on various third parties to conduct the day-to-day operations of certain residential, hospitality, multi-family, senior living and other commercial properties.
Man-made disasters or disruptions, such as oil spills, acts of terrorism, power outages and communications failures may simultaneously disrupt our operations. We are dependent on third-party service providers for certain services. We rely on various third parties to conduct the day-to-day operations of certain residential, hospitality, multi-family, senior living and other commercial properties.
Additionally, some of our property is in coastal areas that usually have a more restrictive permitting burden or must address issues such as coastal high hazard, hurricane evacuation, floodplains and dune protection. ● Environmental Regulation . Current or past operations are subject to extensive and evolving federal, state and local environmental laws and other regulations.
Additionally, some of our property is in coastal areas that usually have a more restrictive 15 Table of Contents permitting burden or must address issues such as coastal high hazard, hurricane evacuation, floodplains and dune protection. ● Environmental Regulation . Current or past operations are subject to extensive and evolving federal, state and local environmental laws and other regulations.
We are subject to various existing government regulations. ● Development and Land Use Requirements . Approval to develop real property entails an extensive entitlements process involving multiple and overlapping regulatory jurisdictions and often requiring discretionary action by local government. This process is often political, uncertain and may require significant exactions in order to secure approvals.
LEGAL, REGULATORY, AND LITIGATION RISK We are subject to various existing government regulations. ● Development and Land Use Requirements . Approval to develop real property entails an extensive entitlements process involving multiple and overlapping regulatory jurisdictions and often requiring discretionary action by local government. This process is often political, uncertain and may require significant exactions in order to secure approvals.
In addition, local governments that fail to keep their plans current may be prohibited by law from amending their plans to allow for new development. 15 Table of Contents If any one or more of these factors were to occur, we may be unable to develop our real estate projects successfully or within the expected timeframes.
In addition, local governments that fail to keep their plans current may be prohibited by law from amending their plans to allow for new development. If any one or more of these factors were to occur, we may be unable to develop our real estate projects successfully or within the expected timeframes.
These changes, or changes in other environmental laws or their interpretation thereof, new enforcement of laws, the identification of new facts or the failure of other parties to perform remediation at our current or former facilities may lead to new or greater liabilities that may materially 16 Table of Contents adversely affect our business, results of operations, cash flows or financial condition. ● Accounting Standards .
These changes, or changes in other environmental laws or their interpretation thereof, new enforcement of laws, the identification of new facts or the failure of other parties to perform remediation at our current or former facilities may lead to new or greater liabilities that may materially adversely affect our business, results of operations, cash flows or financial condition. ● Accounting Standards .
If we fail, or are perceived to be failing, to meet evolving legal and regulatory requirements or the expectations of our stakeholders, which are evolving, we may be subject to enforcement actions, required to pay fines, investors may sell their shares, we may suffer from reputational damage and our business or financial condition could be adversely affected.
If we fail, or are perceived to be failing, to meet evolving legal and regulatory requirements or the expectations of our stakeholders, we may be subject to enforcement actions, required to pay fines, investors may sell their stock, we may suffer from reputational damage and our business or financial condition could be adversely affected.
Management may fail in estimating and most efficiently allocating cash in excess of operational and strategic investment needs, including to shareholders by dividends and the repurchase of common stock. 7 Table of Contents Management may also fail to accurately forecast financial results, and, as a result, actual results may vary greatly from management estimates.
Management may fail in estimating and most efficiently allocating cash in excess of operational and strategic investment needs, including to shareholders by dividends and the repurchase of common stock. Management may also fail to accurately forecast financial results, and, as a result, actual results may vary greatly from management estimates.
Florida’s population growth may be negatively affected in the future by a variety of factors, including adverse economic conditions, changes in state income tax or federal immigration laws, the occurrence of natural or manmade disasters or the high cost of real estate, insurance and property taxes.
Florida’s population growth may be negatively affected in the future by a variety of factors, including adverse economic conditions, changes in state income tax or federal immigration laws, the occurrence of natural or man-made disasters or the high cost of real estate, insurance and property taxes.
The occurrence of natural 13 Table of Contents disasters and the threat of adverse climate changes (or perceived threat of from climate change) may also have a long-term negative effect on the attractiveness of Northwest Florida and on our ability to obtain flood or other hazard insurance coverage.
The occurrence of natural disasters and the threat of adverse climate changes (or perceived threat from climate change) may also have a long-term negative effect on the attractiveness of Northwest Florida and on our ability to obtain flood or other hazard insurance coverage.
In certain instances, these guarantees provide for the full payment and performance of the borrower. See Note 10. Debt, Net and Note 20. Commitments and Contingencies included in Item 15 of this Form 10-K for additional information.
In certain instances, these guarantees provide for the full payment and performance of the borrower. See Note 10. Debt, Net and Note 20. Commitments and 19 Table of Contents Contingencies included in Item 15 of this Form 10-K for additional information.
Tighter labor markets may make it even more difficult for us to hire and retain qualified employees and control labor costs. Our ability to attract qualified employees and control labor costs is subject to numerous external factors, including prevailing wage rates, employee preferences, employment law and regulation, labor relations and immigration 17 Table of Contents policy.
Tighter labor markets may make it even more difficult for us to hire and retain qualified employees and control labor costs. Our ability to attract qualified employees and control labor costs is subject to numerous external factors, including prevailing wage rates, employee preferences, employment law and regulation, labor relations and immigration policy.
Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected.
Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a 18 Table of Contents target, and in some cases are designed not to be detected and, in fact, may not be detected.
Numerous factors may have a significant effect on the price of our common stock, including low trading volumes; announcements of fluctuations in our operating results; other announcements concerning our Company or business, including acquisitions or litigation announcements; changes in market conditions in Northwest Florida, the real estate or real estate development industry or hospitality operations in general; economic and/or political factors unrelated to our performance; comments by public figures or other third parties (including blogs, articles, message boards and social and other media); changes in recommendations or earnings estimates by securities analysts; novel and unforeseen trading strategies adopted by retail investors or other market participants and less volume and reduced shares outstanding due to execution of the Stock Repurchase Program that would reduce our “public float”.
Numerous factors may have a significant effect on the price of our common stock, including low trading volumes and concentrated ownership; announcements of fluctuations in our operating results; other announcements concerning our Company or business, including acquisitions or litigation announcements; changes in market conditions in Northwest Florida, the real estate or real estate development industry or hospitality operations in general; economic and/or political factors unrelated to our performance, such as the impact of the recent elections in the U.S.; comments by public figures or other third parties (including blogs, articles, message boards and social and other media); changes in recommendations or earnings estimates by securities analysts; novel and unforeseen trading strategies adopted by retail investors or other market participants and less volume and reduced shares outstanding due to execution of the Stock Repurchase Program that would reduce our “public float”.
However, in the event financing challenges reduce demand from homebuilders to purchase homesites, then our sales, results of operations, cash flows and financial condition may be negatively affected. Our residential segment is highly dependent on homebuilders and are subject to the risk of homebuilder concentration.
However, in the event financing challenges reduce demand from homebuilders to purchase homesites, then our sales, results of operations, cash flows and financial condition may be negatively affected. 11 Table of Contents Our residential segment is highly dependent on homebuilders and is subject to the risk of homebuilder concentration.
The declaration and payment of any future dividends will be at the discretion of our Board after taking into account various factors, including without limitation, our financial condition, earnings, capital requirements of our business, the terms of any credit agreements or indentures to which we may be party at the time, legal requirements, industry practice, and other factors that our Board deems relevant.
The declaration and payment of any future dividends will be at the discretion of our Board after taking into account various factors, including without limitation, our financial condition, earnings, capital requirements of our business, and potential growth opportunities, the terms of any credit agreements or indentures to which we may be party at the time, legal requirements, industry practice, market conditions and other factors that our Board deems relevant.
If a JV agreement is terminated or dissolved, we may not continue to own or operate the interests or investments of the JV or may need to purchase such interests or investments at a premium to the market price to continue ownership.
If a JV agreement is terminated or dissolved, we may not continue to own or operate the interests or investments of the JV or may need to purchase such 9 Table of Contents interests or investments at a premium to the market price to continue ownership.
If any of our business endeavors are unsuccessful and we fail to realize the expected benefits of any new investment or product line or are unable to successfully integrate new businesses or product lines, our business, results of operations, cash flows and financial condition could be adversely affected. 9 Table of Contents We face risks associated with short-term U.S.
If any of our business endeavors are unsuccessful and we fail to realize the expected benefits of any new investment or product line or are unable to successfully integrate new businesses or product lines, our business, results of operations, cash flows and financial condition could be adversely affected. We face risks associated with short-term U.S. Treasury Bills.
In 2023, we paid cash dividends of $0.10 per share on our common stock in the first and second quarters and $0.12 per share on our common stock in the third and fourth quarters, and we currently expect to continue to pay quarterly dividends.
In 2024, we paid cash dividends of $0.12 per share on our common stock in the first and second quarters and $0.14 per share on our common stock in the third and fourth quarters, and we currently expect to continue to pay quarterly dividends.
The ultimate extent to which a public health emergency could impact our business is highly uncertain and cannot be predicted with any degree of confidence. Risks RELATED to our existing ownership structure Our largest shareholder controls approximately 38.9% of our common stock, which may limit our minority shareholders’ ability to influence corporate matters. Mr. Bruce R.
The ultimate extent to which a public health emergency could impact our business is highly uncertain and cannot be predicted with any degree of confidence. Risks RELATED to our existing ownership structure Our largest shareholder controls approximately 35.3% of our common stock, which may limit our minority shareholders’ ability to influence corporate matters.
These economic and market conditions, combined with rising inflation and lack of labor availability, may also place a number of our key 12 Table of Contents customers under financial stress, which may adversely affect our occupancy rates and our profitability, which, in turn, may have a material adverse effect on our business, results of operations, cash flows and financial condition.
These economic and market conditions, combined with rising or sustained high levels of inflation and lack of labor availability, may also place a number of our key customers under financial stress, which may adversely affect our occupancy rates and our profitability, which, in turn, may have a material adverse effect on our business, results of operations, cash flows and financial condition.
Materials, parts and labor 10 Table of Contents costs have increased in recent years, sometimes significantly and over a short period of time.
Materials, parts and labor costs have increased in recent years, sometimes significantly and over a short period of time.
Our ability to successfully implement our business strategy depends on our ability to attract and retain skilled employees. The labor markets in the industries in which we operate are competitive. We must attract, train and retain a large number of qualified employees while controlling related labor costs.
GENERAL RISKS Risks associated with our human capital. Our ability to successfully implement our business strategy depends on our ability to attract and retain skilled employees. The labor markets in the industries in which we operate are competitive. We must attract, train and retain a large number of qualified employees while controlling related labor costs.
LEGAL, REGULATORY, AND LITIGATION RISK We run the risk of inadvertently being deemed to be an investment company that is required to register under the Investment Company Act of 1940 (the “Investment Company Act”).
We run the risk of inadvertently being deemed to be an investment company that is required to register under the Investment Company Act of 1940 (the “Investment Company Act”).
These commercial developments may not be as successful as estimated due to leasing related risks, including the risk that we may not be able to lease new properties or obtain lease rates that are consistent with our projections, as well as the risks generally associated with real estate development.
These commercial developments may not be as successful as estimated due to leasing related risks, including the risk that we may not be able to lease new properties, obtain lease rates that are consistent with our projections or achieve targeted occupancy levels within expected timeframes as well as the risks generally associated with real estate development.
As a result of changes in tax laws, we may incur additional costs, including taxes and penalties for historical periods, which may have a material and adverse effect on our business, results of operations, cash flows or financial condition . ● QOZ Program . As part of the U.S.
As a result of changes in tax laws, we may incur additional costs, including taxes and penalties for historical periods, which may have a material and adverse effect on our business, results of operations, cash flows or financial condition . 16 Table of Contents ● QOZ Program .
Fairholme is in a position to influence the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets, the nomination of individuals to our Board and any potential change in our control.
Fairholme Holdings, LLC (“Fairholme”), which wholly owns FCM, is in a position to influence the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets, the nomination of individuals to our Board and any potential change in our control.
As of December 31, 2023, we had approximately $1,018.6 million of real estate investments, $66.4 million of investment in unconsolidated joint ventures and $66.0 million of property and equipment, net recorded on our books at depreciated cost basis subject to impairment testing.
As of December 31, 2024, we had approximately $1,040.4 million of real estate investments, $66.5 million of investment in unconsolidated joint ventures and $59.1 million of property and equipment, net recorded on our books at depreciated cost basis subject to impairment testing.
In addition, adverse decisions arising from any litigation would increase the costs and length of time to obtain ultimate approval of a project and may adversely affect the design, scope, plans and profitability of a project. GENERAL RISKS Risks associated with our human capital.
In addition, adverse decisions arising from any litigation would increase the costs and length of time to obtain ultimate approval of a project and may adversely affect the design, scope, plans and profitability of a project.
Our future revenues will also depend on individuals seeking retirement or vacation homes in Northwest Florida.
Our future revenues will also depend on individuals seeking retirement or 13 Table of Contents vacation homes in Northwest Florida.
From time to time, we finance real estate sales with mortgage note receivables. If these homebuilders fail to pay their debts to us or delay paying us, it would reduce our anticipated cash flows. Homebuilders also may not view our developments as desirable locations for homebuilding operations, or they may choose to purchase land from other sellers.
If these homebuilders fail to pay their debts to us or delay paying us, it would reduce our anticipated cash flows. Homebuilders also may not view our developments as desirable locations for homebuilding operations, or they may choose to purchase land from other sellers.
We may not have exclusive control over the development, financing, management and other aspects of the partnership, which may prevent us from taking actions that are in our best interest but opposed by our partner.
Our partners may take actions contrary to our instructions or requests, or contrary to our policies or objectives. We may not have exclusive control over the development, financing, management and other aspects of the partnership, which may prevent us from taking actions that are in our best interest but opposed by our partner.
Our investments are supervised and directed by Fairholme Capital Management, L.L.C. (“FCM”, an investment advisor registered with the SEC) pursuant to the terms of an Investment Management Agreement, as amended, (the “Investment Management Agreement”). See Note 5. Investments included in Item 15 of this Form 10-K for additional information.
(“FCM”), an investment advisor registered with the SEC, pursuant to the terms of an Investment Management Agreement, as amended, (the “Investment Management Agreement”). See Note 5. Investments included in Item 15 of this Form 10-K for additional information.
Management may fail in assessing risks related to this strategy, profitably maintaining and growing operations and allocating capital. We may also face risks from unidentified issues not discovered in due diligence of operations and investments.
Our strategy also includes operating a portion of our business through JVs. Management may fail in assessing risks related to our strategy, profitably maintaining and growing operations and allocating capital. We may also face risks from unidentified issues not discovered in due diligence of operations and investments.
The construction and building industry, similar to many other industries, have experienced, and may continue to experience worldwide supply chain disruptions and cost increases due to a multitude of factors, including inflation, elevated interest rates, higher insurance costs, labor shortages and geopolitical conflicts, such as the conflict between Russia and Ukraine, the conflict in the Gaza Strip and the general unrest in the Middle East.
The construction and building industry, similar to many other industries, have experienced, and may continue to experience worldwide supply chain disruptions and cost increases due to a multitude of factors, including inflation, elevated interest rates, higher insurance costs, tariffs, labor shortages and geopolitical conflicts.
Various jurisdictions are developing climate-related laws or regulations that could cause us to incur additional direct costs for compliance, as well as indirect costs resulting from our customers, suppliers, or additional compliance costs that are passed on to us.
Various jurisdictions are developing climate-related laws or regulations that could cause us to incur additional direct costs for compliance, as well as indirect costs resulting from our customers, suppliers, or additional compliance costs that are passed on to us. For example, the SEC has issued final rules that would require expanded disclosures related to climate change.
A refinancing of our debt could also require us to comply with more onerous covenants and further restrict our business operations.
A refinancing of our debt could also require us to comply with more onerous covenants and further restrict our business operations. Any of these circumstances could adversely impact our financial position and results of operations.
As a result, we may be unable to make some potentially profitable investments, unable to sell assets we would otherwise want to sell or forced to sell investments in investment securities before we would otherwise want to do so. 14 Table of Contents We have not requested approval or guidance from the SEC with respect to our Investment Company Act determinations, including, in particular: our treatment of any subsidiary as majority-owned; the compliance of any subsidiary with any exemption under the Investment Company Act, including any subsidiary’s determinations with respect to the consistency of its assets or operations with the requirements thereof or whether our interests in one or more subsidiaries constitute investment securities for purposes of the 40% test.
We have not requested approval or guidance from the SEC with respect to our Investment Company Act determinations, including, in particular: our treatment of any subsidiary as majority-owned; the compliance of any subsidiary with any exemption under the Investment Company Act, including any subsidiary’s determinations with respect to the consistency of its assets or operations with the requirements thereof or whether our interests in one or more subsidiaries constitute investment securities for purposes of the 40% test.
While the IRS has issued final regulations which address some of the uncertainties under the QOZ Program, because the QOZ Program is relatively new, a number of open questions remain.
We have positioned ourselves to take advantage of the tax benefits offered by the QOZ Program. While the IRS has issued final regulations which address some of the uncertainties under the QOZ Program, because the QOZ Program is relatively new, a number of open questions remain.
Our Securities have historically included investments in U.S. Treasury Bills classified as investments – debt securities. Credit-related impairment losses can negatively affect earnings. Investments in securities and funds are not insured against loss of principal. Under certain circumstances we may be required to redeem all or part of any future investment, which may result in a loss.
Credit-related impairment losses can negatively affect earnings. Investments in securities and funds are not insured against loss of principal. Under certain circumstances we may be required to redeem all or part of any future investment, which may result in a loss. Our investments are supervised and directed by Fairholme Capital Management, L.L.C.
Vulnerabilities may also be introduced from the use of artificial intelligence by us, our customers, suppliers and other business partners and third-party providers. Use of artificial intelligence by our employees, whether authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed.
Use of artificial intelligence by our employees, whether authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed.
While demand across our segments remained strong despite these challenges, our business was impacted from the aforementioned macroeconomic factors, including insurance costs, supply chain disruptions, financial institution disruptions, cost increases and elevated interest rates, which, for example, have extended homesite and home deliveries in certain residential communities and increased operating costs.
While demand across our segments 8 Table of Contents remained strong despite these challenges, our business was impacted from the aforementioned macroeconomic factors, which have extended homesite and home deliveries in certain residential communities and increased operating costs.
Any of these circumstances could adversely impact our financial position and results of operations. 19 Table of Contents We cannot assure you that we will not make changes to our existing capital allocation plan, including whether we will continue to pay dividends at the current rate or at all.
We cannot assure you that we will not make changes to our existing capital allocation plan, including whether we will continue to pay dividends at the current rate or at all.
A downgrade of the U.S. government’s credit rating may also decrease the value of any future investments in investments – debt securities (“Securities”). The market value of such potential future investments will be subject to change from period-to-period, especially in light of the financial institution disruptions and geopolitical conflicts which have caused market volatility.
The market value of such potential future investments will be subject to change from period-to-period, especially in light of the political landscape, financial institution disruptions and geopolitical conflicts which have caused market volatility. Our Securities have historically included, and in the future may again include, investments in U.S. Treasury Bills classified as investments – debt securities.
For example, for the year ended December 31, 2023, our equity in income from the unconsolidated Latitude Margaritaville Watersound JV accounted for over 20% of our pre-tax income. Our partners may take actions contrary to our instructions or requests, or contrary to our policies or objectives.
For example, for the years ended December 31, 2024 and 2023, our equity in income from the unconsolidated Latitude Margaritaville Watersound JV accounted for over 20% of our pre-tax income.
Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue" or other similar expressions concerning matters that are not historical facts.
Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar expressions concerning matters that are not historical facts.
To the extent a customer has a negative experience with, or view of, our Company and shares it over social media, it may adversely impact our brand and reputation. 18 Table of Contents In addition, companies across many industries are facing increasing scrutiny from lawmakers, regulators, investors, customers, employees and other stakeholders related to their environmental, social, and governance (“ESG”) practices, including those related to the environment, climate, diversity and inclusion, human rights and governance transparency.
In addition, companies across many industries are facing scrutiny from lawmakers, regulators, investors, customers, employees and other stakeholders related to their environmental, social, and governance (“ESG”) practices, including those related to the environment, climate, diversity and inclusion, human rights and governance transparency.
You should carefully consider the risks described below, together with all of the other information in this Form 10-K. The risks described below are not the only risks facing us. Moreover, we operate in a very competitive and rapidly changing environment.
The risks described below are not the only risks facing us. Moreover, we operate in a very competitive and rapidly changing environment.
Increases in interest rates increase the costs of owning a home and may adversely affect the purchasing power of consumers and lower demand for residential real estate.
Elevated interest rates have increased the cost of owning a home in recent years and any future increases would further affect purchasing power, which may lower demand for residential real estate.
QOFs are self-certifying entities that invest their capital in economically distressed communities that have been designated as qualified opportunity zones (“QOZs”) by the Internal Revenue Service (“IRS”) and Treasury. We have positioned ourselves to take advantage of the tax benefits offered by the QOZ Program.
The Qualified Opportunity Zone program (the “QOZ Program”), in the U.S. provides preferential tax treatment to taxpayers who invest eligible capital gains into qualified opportunity funds (“QOFs”). QOFs are self-certifying entities that invest their capital in economically distressed communities that have been designated as qualified opportunity zones (“QOZs”) by the Internal Revenue Service (“IRS”) and Treasury.
In addition, we may decide not to make future stock repurchases at the same rate or at all. We may continue to experience significant volatility in the market price of our common stock .
Accordingly, there can be no assurance that our dividends or stock repurchases will continue at the same levels, or at all. We may continue to experience significant volatility in the market price of our common stock .
These statements include, among other things, information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, strategies, prospects and objectives.
Item 1A. Risk Factors Forward-Looking Statements This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements include, among other things, information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, strategies, prospects and objectives.
FCM and its client, The Fairholme Fund, a series of investments originating from Fairholme Funds, Inc., may be deemed affiliates of ours.
As of December 31, 2024, based on public filings, clients of FCM beneficially owned approximately 35.3% of our common stock. FCM and its client, The Fairholme Fund, a series of investments originating from Fairholme Funds, Inc., may be deemed affiliates of ours.
In particular, there has been a spike in cybersecurity attacks as work-from-home measures have led businesses to increase reliance on virtual environments and communications systems, which have been subject to increasing third-party vulnerabilities and security risks.
In particular, there has been a spike in cybersecurity attacks as businesses have increased reliance on virtual environments and communications systems, which have been subject to increasing third-party vulnerabilities and security risks. Additionally, to the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks.
These factors may discourage, delay or prevent a takeover attempt that shareholders might consider in their best interests or that might result in shareholders receiving a premium for their common stock. Additionally, our articles of incorporation and certain provisions of Florida law contain anti-takeover provisions that may make it more difficult to effect a change in our control.
These factors may discourage, delay or prevent a 14 Table of Contents takeover attempt that shareholders might consider in their best interests or that might result in shareholders receiving a premium for their common stock.
We are highly dependent on homebuilders to be the primary customers for our homesites and to provide construction services in our residential developments. The homebuilder customers that have already committed to purchase homesites from us may decide to reduce, delay or cancel their existing commitments to purchase homesites in our developments.
The homebuilder customers that have already committed to purchase homesites from us may decide to reduce, delay or cancel their existing commitments to purchase homesites in our developments. From time to time, we have financed, and in the future may finance, real estate sales with mortgage note receivables.
Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent Form 10-Q, Form 8-K and other reports filed with the SEC.
You are advised, however, to review any further disclosures we make on related subjects in our subsequent Form 10-Q, Form 8-K and other reports filed with the SEC. 7 Table of Contents You should carefully consider the risks described below, together with all of the other information in this Form 10-K.
Additionally, to the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks. Attachments crafted with artificial intelligence tools could directly attack information systems with greater speed and/or efficiency than a human threat actor or create more effective phishing emails.
Attachments crafted with artificial intelligence tools could directly attack information systems with greater speed and/or efficiency than a human threat actor or create more effective phishing emails. Vulnerabilities may also be introduced from the use of artificial intelligence by us, our customers, suppliers and other business partners and third-party providers.
All of these activities give rise to material cyber risks and potential costs and consequences that cannot be estimated or predicted. The integrity and protection of our customer, employee and other company data, is critical to us. We make efforts to maintain the security and integrity of these networks and related systems.
It is possible that the SEC may not agree with our determinations, which could result in fines, civil litigation or damage to our reputation. The integrity and protection of our customer, employee and other company data, is critical to us. We make efforts to maintain the security and integrity of these networks and related systems.
Mortgage rates may also be adversely impacted by elevated interest rates, which may continue to increase as a result of the government’s response to inflation.
Mortgage rates may also be adversely impacted by elevated interest rates.
Additionally, development of leasing projects involves the risk associated with the significant time lag between commencement and completion of the project.
Senior living properties in particular face challenges such as longer lease-up periods, specialized staffing requirements, and the need to establish and maintain a strong reputation in the local market. Additionally, development of leasing projects involves the risk associated with the significant time lag between commencement and completion of the project.
Fairholme may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. Furthermore, future sales of our common stock by Fairholme, or the perception in the public markets that these sales may occur, may depress our stock price.
Additionally, our articles of incorporation and certain provisions of Florida law contain anti-takeover provisions that may make it more difficult to effect a change in our control. Future sales of our common stock by Fairholme, or the perception in the public markets that these sales may occur, may depress our stock price.
Additionally, investor advocacy groups, including ESG-focused investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
Although these rules are currently stayed pending judicial review, if implemented as proposed, these rules would significantly increase our climate-related disclosure obligations. Additionally, investor advocacy groups, including ESG-focused investor advocacy groups, certain institutional investors, investment funds and other influential investors are also focused on ESG practices.
Removed
Item 1A. Risk Factors Forward-Looking Statements This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Added
Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law.
Removed
Berkowitz is the Chairman of our Board. He is the Manager of, and controls entities that own and control, Fairholme Holdings, LLC (“Fairholme”), which wholly owns FCM. As of December 31, 2023, clients of FCM, including Mr. Berkowitz, beneficially owned approximately 38.9% of our common stock.
Added
This concentration in a single JV means that any adverse changes affecting this project, whether from market conditions, issues with our joint venture partner, or project-specific challenges, could have a disproportionate impact on our overall financial performance, even if our other operations perform as expected.
Removed
Fairholme is in the business of making or advising on investments in companies and may hold, and may, from time to time in the future, acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business.

… 8 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+5 added−0 removed6 unchanged
Biggest changeIn furtherance of detecting, identifying, classifying and mitigating cybersecurity and other data security threats, we also: ● assess baseline configuration standards to meet the intent and effectiveness for overall safety and security (both logically and physically) of critical system components; ● track asset inventory for relevant system components ; ● maintain network connection arrangement documents ; ● limit access rights to system components to authorized personnel, with end-users being granted access in accordance with stated access rights; ● deploy anti-virus solutions on applicable system components, which are enabled for automatic updates and configured for conducting periodic scans as necessary; ● provision and harden critical system resources; ● use internal and external vulnerability scanning procedures, along with network layer and anti-hacking tests; ● facilitate requests for validation of baseline configurations for purposes of regulatory compliance assessments and audits; and ● provide cybersecurity training for employees. 20 Table of Contents Conducting our businesses involves the collection, storage, use, disclosure, processing, transfer, and other handling of a wide variety of information, including personally identifiable information, for various purposes in our businesses.
Biggest changeWe also: ● assess baseline configuration standards to meet the intent and effectiveness for overall safety and security (both logically and physically) of critical system components; ● track asset inventory for relevant system components ; ● maintain network connection arrangement documents ; ● limit access rights to system components to authorized personnel, with end-users being granted access in accordance with stated access rights; ● deploy anti-virus solutions on applicable system components, which are enabled for automatic updates and configured for conducting periodic scans as necessary; ● provision and harden critical system resources; ● use internal and external vulnerability scanning procedures, along with network layer and anti-hacking tests; ● facilitate requests for validation of baseline configurations for purposes of regulatory compliance assessments and audits; ● provide cybersecurity training for employees; and ● perform Quarterly User Access Reviews (“UAR”).
We also have a dedicated team of employees overseeing our data security plan and initiatives, led by our Vice President of Information Systems (who has over twenty years’ experience working in cyber and information security roles with large companies), and works directly in consultation with internal and external advisors in connection with these efforts.
We also have a dedicated team of employees overseeing our data security plan and initiatives, led by our Vice President of Information Systems (who has over thirty years’ experience working in cyber and information security related roles with mid-size as well as large companies), that works directly in consultation with internal and external advisors in connection with these efforts.
Our management team regularly reports to the Audit Committee, and more frequently as needed on such matters. The Audit Committee and management also provide an annual report to the Board on pertinent cybersecurity matters.
Our management team reports to the Audit 21 Table of Contents Committee, on a quarterly basis and more frequently as needed on such matters. The Audit Committee and management also provide an annual report to the Board on pertinent cybersecurity matters.
This cybersecurity program is based in-part on, and its effectiveness is measured using, the Payment Card Industry Data Security Standard (“PCI DSS”) and is included in our overall enterprise risk management program.
This cybersecurity program is based in-part on, and its effectiveness is measured using, the Payment Card Industry Data Security Standard (“PCI DSS”), the National Institution of Standard and Technology (“NIST”), and the System and Organization Control (“SOC”), all of which are integrated into our overall enterprise risk management program.
These types of attacks are constantly evolving, may be difficult to detect quickly, and often are not recognized until after they have been launched against a target. For more information about these and other cybersecurity risks faced by us, see Part 1. Item 1A. Risk Factors . Our Board has ultimate oversight for risks relating to our data security plan.
For more information about these and other cybersecurity risks faced by us, see Part 1. Item 1A. Risk Factors . Our Board has ultimate oversight for risks relating to our data security plan.
Added
This integration ensures that cybersecurity considerations are an integral part of our decision-making processes. 20 Table of Contents In furtherance of detecting, identifying, classifying and mitigating cybersecurity and other data security threats including such threats associated with our use of any third-party vendors.
Added
Conducting our businesses involves the collection, storage, use, disclosure, processing, transfer, and other handling of a wide variety of information, including personally identifiable information, for various purposes in our businesses.
Added
As of the date of this Form 10-K, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect us, including our results of operations or financial condition.
Added
However, cybersecurity attacks are constantly evolving, may be difficult to detect quickly, and often are not recognized until after they have been launched against a target. Despite our security measures, there can be no assurance that we, or the third-party vendors with which we interact, will not experience a cybersecurity incident in the future that will materially affect us.
Added
We engage such external advisors to assist with the evaluation of our technology, security, critical risk areas and related controls to improve our ability to identify and detect, protect against, and recover from, cybersecurity incidents and other evolving threats and to appropriately benchmark against industry practices.

Item 2. Properties

Properties — owned and leased real estate

7 edited+1 added−1 removed5 unchanged
Biggest changeWe also own Hotel Indigo Panama City Marina and Harrison’s Kitchen & Bar, both on leased land in downtown Panama City. We are in the process of constructing The Third, an 18-hole golf course, in Bay County, Florida.
Biggest changeWe own additional properties in Panama City Beach, Florida that we operate as rental property. We own two marinas. We also own Hotel Indigo Panama City Marina and Harrison’s Kitchen & Bar, both on leased land in downtown Panama City.
These commercial properties are located in Beckrich Office Park, where we are headquartered, North Bay Landing, WindMark Beach, VentureCrossings, Watersound Town Center, West Bay Town Center, Florida State University (“FSU”)/Tallahassee Memorial Hospital (“TMH”) Medical Campus and other Northwest Florida locations.
These commercial properties are located in Beckrich Office Park, where we are headquartered, North Bay Landing, WindMark Beach, VentureCrossings, Watersound Town Center, Watersound West Bay Center, Florida State University (“FSU”)/Tallahassee Memorial Hospital (“TMH”) Medical Campus and other Northwest Florida locations.
We also have additional entitlements, or legal rights, to develop acreage outside of the Sector Plan. Approximately 87% of our real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of our real estate land holdings are located within fifteen miles of the Gulf of Mexico. Undeveloped land is managed as timberlands until designated for development.
We also have additional entitlements, or legal rights, to develop acreage outside of the Sector Plan. Approximately 87% of our real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of our real estate land holdings are located within fifteen miles of the Gulf of Mexico. Undeveloped land is managed as forestry land until designated for development.
In our residential segment, we develop communities into homesites for sale to homebuilders and on a limited basis to retail customers. As of December 31, 2023, we had completed homesites and homesites under development, engineering or in conceptual planning in nineteen separate communities.
In our residential segment, we develop communities into homesites for sale to homebuilders and on a limited basis to retail customers. As of December 31, 2024, we had completed homesites and homesites under development, engineering or in conceptual planning in twenty-one separate communities.
Item 2. Properties St. Joe owns 168,000 acres in Northwest Florida.
Item 2. Properties St. Joe owns 167,000 acres in Northwest Florida.
We own the WaterColor Inn, The Pearl Hotel, Camp Creek Inn, Hilton Garden Inn Panama City Airport, Homewood Suites by Hilton Panama City Beach, Home2 Suites by Hilton Santa Rosa Beach, and the WaterSound Inn, along with nearby retail and commercial space.
We own the WaterColor Inn, The Pearl Hotel, Camp Creek Inn, Hilton Garden Inn Panama City Airport, Homewood Suites by Hilton Panama City Beach, Home2 Suites by Hilton Santa Rosa Beach, and the Watersound Inn, along with nearby retail and commercial space. With our JV partners, we own The Lodge 30A and Embassy Suites by Hilton Panama City Beach Resort.
These include the Watersound Origins, Watersound Origins West, Watersound Camp Creek, Breakfast Point East, Titus Park, Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, WindMark Beach, SouthWood, and other Northwest Florida communities. In our hospitality segment, we own a beach club, club amenities and three golf courses that are situated in or near our residential communities.
These include the Watersound Origins, Watersound Origins West, Watersound Camp Creek, Breakfast Point East, Titus Park, Bayside at Ward Creek, Breakwater at Ward Creek, Salt Grass at Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, WindMark Beach, SouthWood, and other Northwest Florida communities.
Removed
With our JV partners, we own The Lodge 30A and 21 Table of Contents Embassy Suites by Hilton Panama City Beach Resort. We own additional properties in Panama City Beach, Florida that we operate as rental property. We own two marinas.
Added
In our hospitality segment, we own the Watersound Beach Club; Camp Creek golf course and amenities; Shark’s Tooth golf course and tennis center; Origins golf course; and The Third golf course, which opened in November 2024, as well as other club amenities that are situated in or near our residential communities.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+4 added−2 removed4 unchanged
Biggest changeOur common stock is listed on the NYSE under the symbol “JOE.” During each of the first and second quarters of 2023, a cash dividend of $0.10 per share on our common stock was paid and during each of the third and fourth quarters of 2023, a cash dividend of $0.12 per share on our common stock was paid ($0.44 per share in the aggregate).
Biggest changeOur common stock is listed on the NYSE under the symbol “JOE.” In 2024, we paid quarterly cash dividends of $0.12 per share on our common stock in the first and second quarters, and $0.14 per share on our common stock in the third and fourth quarters ($0.52 per share in the aggregate).
The Custom Real Estate Group is composed of Alexander & Baldwin Inc. (ALEX), CTO Realty Growth, Inc. (CTO), Five Point Holdings, LLC (FPH), Howard Hughes Holdings, Inc. (HHH), Maui Land & Pineapple Company, Inc. (MLP), Stratus Properties Inc. (STRS) and Tejon Ranch Co. (TRC). Total returns shown assume that dividends are reinvested.
The Custom Real Estate Peer Group is composed of Alexander & Baldwin Inc. (ALEX), CTO Realty Growth, Inc. (CTO), Five Point Holdings, LLC (FPH), Howard Hughes Holdings, Inc. (HHH), Maui Land & Pineapple Company, Inc. (MLP), Stratus Properties Inc. (STRS) and Tejon Ranch Co. (TRC). Total returns shown assume that dividends are reinvested.
The stock price performance shown below is not necessarily indicative of future price performance. ​ 23 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 The St.
The stock price performance shown below is not necessarily indicative of future price performance. ​ ​ ​ 23 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 The St.
The following performance graph compares our cumulative shareholder returns for the period from December 31, 2018 through December 31, 2023, assuming $100 was invested on December 31, 2018, in our common stock, in the S&P SmallCap 600 Index, and a custom real estate peer group (the “Custom Real Estate Peer Group”).
The following performance graph compares our cumulative shareholder returns for the period from December 31, 2019 through December 31, 2024, assuming $100 was invested on December 31, 2019, in our common stock, in the S&P SmallCap 600 Index, and a custom real estate peer group (the “Custom Real Estate Peer Group”).
During 2022, we paid quarterly cash dividends of $0.10 per share on our common stock ($0.40 per share in the aggregate). During 2021, we paid quarterly cash dividends of $0.08 per share on our common stock ($0.32 per share in the aggregate).
During 2022, we paid quarterly cash dividends of $0.10 per share on our common stock throughout the year ($0.40 per share in the aggregate).
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities On February 19, 2024, we had approximately 760 registered holders of record of our common stock.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities As of February 24, 2025, we had approximately 668 registered holders of record of our common stock.
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 program will continue until otherwise modified or terminated by our Board at any time in its sole discretion.
Repurchases may be commenced or suspended at any time or from time to time without prior notice. The program will continue until otherwise modified or terminated by our Board at any time in its sole discretion.
The program has no expiration date. As of December 31, 2023, we had a total authority of $80.0 million available for purchase of shares of our common stock outstanding. We may repurchase our common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Exchange Act.
The program has no expiration date. As of December 31, 2024, we had a total authority of $76.7 million available for purchase of shares of our common stock outstanding. In February 2025, the Board increased the total authorization under the Stock Repurchase Program to $100.0 million.
Joe Company ​ $ 100 ​ $ 150.57 ​ $ 323.10 ​ $ 398.91 ​ $ 298.92 ​ $ 469.65 S&P SmallCap 600 Index ​ $ 100 ​ $ 120.86 ​ $ 132.43 ​ $ 165.89 ​ $ 137.00 ​ $ 156.02 Custom Real Estate Peer Group ​ $ 100 ​ $ 123.04 ​ $ 90.97 ​ $ 121.68 ​ $ 97.39 ​ $ 113.57 Stock Repurchase Program Our Board has approved the Stock Repurchase Program pursuant to which we are authorized to repurchase shares of our common stock.
Joe Company ​ $ 100 ​ $ 214.58 ​ $ 264.93 ​ $ 198.53 ​ $ 311.92 ​ $ 235.06 S&P SmallCap 600 Index ​ $ 100 ​ $ 109.57 ​ $ 137.26 ​ $ 113.35 ​ $ 129.09 ​ $ 137.90 Custom Real Estate Peer Group ​ $ 100 ​ $ 74.18 ​ $ 99.63 ​ $ 80.98 ​ $ 94.87 ​ $ 92.58 Stock Repurchase Program Our Board has approved the Stock Repurchase Program pursuant to which we are authorized to repurchase shares of our common stock.
Removed
Execution of the Stock Repurchase Program will reduce our “public float”, and the beneficial ownership of common stock by our directors, executive officers and affiliates will proportionately increase as a percentage of our outstanding common stock.
Added
In 2023, we paid quarterly cash dividends of $0.10 per share on our common stock in the first and second quarters, and $0.12 per share on our common stock in the third and fourth quarters ($0.44 per share in the aggregate).
Removed
However, we do not believe that it will cause our common stock to be delisted from NYSE or cause us to stop being subject to the periodic reporting requirements of the Exchange Act. There were no stock repurchases during the fourth quarter of 2023. ​ Item 6. Reserved ​
Added
We may repurchase our common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Exchange Act. The timing and amount of any additional stock to be repurchased will depend upon a variety of factors.
Added
The following table provides information on our repurchase of common stock during the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Shares Maximum Dollar Value of ​ ​ ​ ​ ​ ​ ​ Purchased as Part of ​ Stock that May Yet Be ​ ​ Total Number of ​ Average Price ​ Publicly Announced ​ Purchased Under the Period ​ Shares Purchased ​ Paid per Share (a) ​ Plans or Programs ​ Plans or Programs ​ ​ ​ ​ ​ ​ ​ ​ ​ In Millions October 1-31, 2024 — ​ $ — — ​ $ — ​ November 1-30, 2024 — ​ — — ​ — ​ December 1-31, 2024 70,985 ​ 47.38 70,985 ​ 76.7 ​ Total 70,985 ​ $ — 70,985 ​ $ 76.7 (b) ​ 24 Table of Contents (a) Excludes excise tax and commissions paid to brokers.
Added
As part of the IRA, a 1% excise tax was imposed on stock repurchases in excess of issuances effective January 1, 2023. (b) Excludes the increased total authorization under the Stock Repurchase Program to $100.0 million, approved by the Board in February 2025. ​ ​ Item 6. Reserved ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

206 edited+28 added−49 removed70 unchanged
Biggest changeOther (expense) income, net for 2022, includes $2.6 million received from the Pier Park CDD for repayment of subordinated notes, partially offset by $0.6 million of expense for a homeowner’s association special assessment. 43 Table of Contents Commercial The table below sets forth the consolidated results of operations of our commercial segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ In millions Revenue: ​ ​ ​ Leasing revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial leasing revenue ​ $ 21.5 ​ $ 19.6 ​ $ 15.8 Multi-family leasing revenue ​ ​ 19.4 ​ ​ 14.2 ​ ​ 9.0 Senior living leasing revenue ​ ​ 7.3 ​ ​ 4.7 ​ ​ 2.0 Total leasing revenue ​ ​ 48.2 ​ ​ 38.5 ​ ​ 26.8 Real estate revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and rural real estate revenue ​ 21.3 ​ 13.7 ​ 12.0 Timber revenue ​ ​ 4.9 ​ ​ 6.7 ​ ​ 6.0 Total real estate revenue ​ ​ 26.2 ​ ​ 20.4 ​ ​ 18.0 Hospitality revenue ​ ​ — ​ ​ 0.5 ​ ​ 0.7 Total revenue ​ 74.4 ​ 59.4 ​ 45.5 Expenses: ​ ​ ​ Cost of leasing revenue ​ 22.9 ​ 16.4 ​ 11.4 Cost of real estate revenue ​ 7.4 ​ 4.8 ​ 3.2 Cost of hospitality revenue ​ ​ — ​ ​ 0.6 ​ ​ 0.8 Other operating expenses ​ 4.3 ​ 4.2 ​ 3.9 Depreciation, depletion and amortization ​ 16.1 ​ 13.0 ​ 10.7 Total expenses ​ 50.7 ​ 39.0 ​ 30.0 Operating income ​ 23.7 ​ 20.4 ​ 15.5 Other (expense) income: ​ ​ ​ Interest expense ​ (11.7) ​ (7.3) ​ (5.9) Gain on contributions to unconsolidated joint ventures ​ ​ — ​ ​ 1.8 ​ ​ 3.1 Equity in (loss) income from unconsolidated joint ventures ​ ​ (0.9) ​ ​ 22.1 ​ ​ 1.0 Other income (expense), net ​ 0.1 ​ (0.7) ​ 3.7 Total other (expense) income, net ​ (12.5) ​ 15.9 ​ 1.9 Income before income taxes ​ $ 11.2 ​ $ 36.3 ​ $ 17.4 ​ The following table sets forth details of our commercial segment consolidated revenue and gross profit (deficit): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ Year Ended December 31, 2022 ​ Year Ended December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Profit ​ Gross ​ ​ ​ ​ ​ Profit ​ Gross ​ ​ ​ Revenue ​ Profit ​ Margin ​ ​ Revenue ​ (Deficit) ​ Margin ​ Revenue ​ (Deficit) ​ Margin ​ ​ In millions ​ Leasing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial leasing ​ $ 21.5 ​ $ 13.2 61.4 % ​ $ 19.6 ​ $ 12.7 64.8 % ​ $ 15.8 ​ $ 10.8 68.4 % Multi-family leasing ​ ​ 19.4 ​ ​ 10.3 53.1 % ​ ​ 14.2 ​ ​ 8.8 62.0 % ​ ​ 9.0 ​ ​ 5.6 62.2 % Senior living leasing ​ ​ 7.3 ​ ​ 1.8 ​ 24.7 % ​ ​ 4.7 ​ ​ 0.6 ​ 12.8 % ​ ​ 2.0 ​ ​ (1.0) ​ (50.0) % Total leasing ​ ​ 48.2 ​ ​ 25.3 ​ 52.5 % ​ ​ 38.5 ​ ​ 22.1 ​ 57.4 % ​ ​ 26.8 ​ ​ 15.4 ​ 57.5 % Real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and rural real estate ​ ​ 21.3 ​ ​ 14.7 ​ 69.0 % ​ ​ 13.7 ​ ​ 9.7 ​ 70.8 % ​ ​ 12.0 ​ ​ 9.5 ​ 79.2 % Timber ​ ​ 4.9 ​ ​ 4.1 ​ 83.7 % ​ ​ 6.7 ​ ​ 5.9 ​ 88.1 % ​ ​ 6.0 ​ 5.3 88.3 % Total real estate ​ ​ 26.2 ​ ​ 18.8 ​ 71.8 % ​ ​ 20.4 ​ ​ 15.6 ​ 76.5 % ​ ​ 18.0 ​ ​ 14.8 ​ 82.2 % Hospitality ​ ​ — ​ ​ — ​ N/A % ​ ​ 0.5 ​ ​ (0.1) ​ (20.0) % ​ ​ 0.7 ​ ​ (0.1) ​ (14.3) % Total ​ $ 74.4 ​ $ 44.1 59.3 % ​ $ 59.4 ​ $ 37.6 63.3 % ​ $ 45.5 ​ $ 30.1 66.2 % 44 Table of Contents ​ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The following discussion sets forth details of the consolidated results of operations of our commercial segment.
Biggest changeOther (expense) income, net for 2024, primarily includes net loss on disposal of assets. 42 Table of Contents Commercial The table below sets forth the consolidated results of operations of our commercial segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ In millions Revenue: ​ ​ ​ Leasing revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial leasing revenue ​ $ 25.3 ​ $ 21.5 ​ $ 19.6 Multi-family leasing revenue ​ ​ 23.3 ​ ​ 19.4 ​ ​ 14.2 Senior living leasing revenue ​ ​ 7.8 ​ ​ 7.3 ​ ​ 4.7 Total leasing revenue ​ ​ 56.4 ​ ​ 48.2 ​ ​ 38.5 Real estate revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and forestry real estate revenue ​ 18.0 ​ 21.3 ​ 13.7 Timber revenue ​ ​ 4.2 ​ ​ 4.9 ​ ​ 6.7 Total real estate revenue ​ ​ 22.2 ​ ​ 26.2 ​ ​ 20.4 Hospitality revenue ​ ​ — ​ ​ — ​ ​ 0.5 Total revenue ​ 78.6 ​ 74.4 ​ 59.4 Expenses: ​ ​ ​ Cost of leasing revenue ​ 25.9 ​ 22.9 ​ 16.4 Cost of real estate revenue ​ 5.7 ​ 7.4 ​ 4.8 Cost of hospitality revenue ​ ​ — ​ ​ — ​ ​ 0.6 Other operating expenses ​ 3.8 ​ 4.3 ​ 4.2 Depreciation, depletion and amortization ​ 18.8 ​ 16.1 ​ 13.0 Total expenses ​ 54.2 ​ 50.7 ​ 39.0 Operating income ​ 24.4 ​ 23.7 ​ 20.4 Other (expense) income: ​ ​ ​ Interest expense ​ (12.5) ​ (11.7) ​ (7.3) Gain on contributions to unconsolidated joint ventures ​ ​ — ​ ​ — ​ ​ 1.8 Equity in (loss) income from unconsolidated joint ventures ​ ​ (5.7) ​ ​ (0.9) ​ ​ 22.1 Other (expense) income, net ​ (0.6) ​ 0.1 ​ (0.7) Total other (expense) income, net ​ (18.8) ​ (12.5) ​ 15.9 Income before income taxes ​ $ 5.6 ​ $ 11.2 ​ $ 36.3 ​ The following table sets forth details of our commercial segment consolidated revenue and gross profit (deficit): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ Year Ended December 31, 2023 ​ Year Ended December 31, 2022 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Profit ​ Gross ​ ​ ​ Revenue ​ Profit ​ Margin ​ ​ Revenue ​ Profit ​ Margin ​ Revenue ​ (Deficit) ​ Margin ​ ​ Dollars in millions ​ Leasing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial leasing ​ $ 25.3 ​ $ 16.7 66.0 % ​ $ 21.5 ​ $ 13.2 61.4 % ​ $ 19.6 ​ $ 12.7 64.8 % Multi-family leasing ​ ​ 23.3 ​ ​ 11.5 49.4 % ​ ​ 19.4 ​ ​ 10.3 53.1 % ​ ​ 14.2 ​ ​ 8.8 62.0 % Senior living leasing ​ ​ 7.8 ​ ​ 2.3 ​ 29.5 % ​ ​ 7.3 ​ ​ 1.8 ​ 24.7 % ​ ​ 4.7 ​ ​ 0.6 ​ 12.8 % Total leasing ​ ​ 56.4 ​ ​ 30.5 ​ 54.1 % ​ ​ 48.2 ​ ​ 25.3 ​ 52.5 % ​ ​ 38.5 ​ ​ 22.1 ​ 57.4 % Real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and forestry real estate ​ ​ 18.0 ​ ​ 13.1 ​ 72.8 % ​ ​ 21.3 ​ ​ 14.7 ​ 69.0 % ​ ​ 13.7 ​ ​ 9.7 ​ 70.8 % Timber ​ ​ 4.2 ​ ​ 3.4 ​ 81.0 % ​ ​ 4.9 ​ ​ 4.1 ​ 83.7 % ​ ​ 6.7 ​ 5.9 88.1 % Total real estate ​ ​ 22.2 ​ ​ 16.5 ​ 74.3 % ​ ​ 26.2 ​ ​ 18.8 ​ 71.8 % ​ ​ 20.4 ​ ​ 15.6 ​ 76.5 % Hospitality ​ ​ — ​ ​ — ​ N/A % ​ ​ — ​ ​ — ​ N/A % ​ ​ 0.5 ​ ​ (0.1) ​ (20.0) % Total ​ $ 78.6 ​ $ 47.0 59.8 % ​ $ 74.4 ​ $ 44.1 59.3 % ​ $ 59.4 ​ $ 37.6 63.3 % ​ 43 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following discussion sets forth details of the consolidated results of operations of our commercial segment.
The revenue, gross profit and margin for each period was impacted by the difference in pricing among the communities, the difference in the cost of the homesite development and the volume of sales within each of the communities. The number of homesites sold varied in each period due to the timing of homebuilder contractual closing obligations in our residential communities.
The revenue, gross profit and margin for each period was impacted by the volume of sales within each of the communities, the difference in pricing among the communities and the difference in the cost of the homesite development. The number of homesites sold varied in each period due to the timing of homebuilder contractual closing obligations in our residential communities.
(b) Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for under the equity method of accounting. See Note 4.
(b) Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for under the equity method of accounting. See Note 4.
Investment in Real Estate, Net and Cost of Real Estate Revenue. Costs associated with a specific real estate project are capitalized during the development period. These development costs include land and common development costs (such as roads, structures, utilities and amenities). We capitalize costs directly associated with development and construction of identified real estate projects.
Investment in Real Estate, Net and Cost of Real Estate Revenue. Costs associated with a specific real estate project are capitalized during the development period. These development costs include land and common development costs (such as structures, roads, utilities and amenities). We capitalize costs directly associated with development and construction of identified real estate projects.
If such assets were held for sale, the provision for loss would be recorded to the extent that the carrying value exceeds estimated fair value less costs to sell. Long-Lived Assets. Long-lived assets include our investments in land holdings, operating and development properties, investment in unconsolidated JV’s and property and equipment.
If such assets were held for sale, the provision for loss would be recorded to the extent that the carrying value exceeds estimated fair value less costs to sell. Long-Lived Assets. Long-lived assets include our investments in land holdings, operating and development properties, property and equipment and investment in unconsolidated JV’s.
We receive a monthly fee related to the guarantee from our JV partner based on the JV partner’s ownership percentage. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. In March 2021, a wholly-owned subsidiary of ours entered into a $26.8 million loan, which is guaranteed by us (the “North Bay Landing Loan”).
We receive a monthly fee related to the guarantee from our JV partner based on the JV partner’s ownership percentage. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. In 2021, a wholly-owned subsidiary of ours entered into a $26.8 million loan, which is guaranteed by us (the “North Bay Landing Loan”).
Market conditions have not caused an increase in cancellation rates as homebuilders have continued to perform on their contractual obligations with us. Given our diverse portfolio of residential holdings, the mix of sales and pricing from different communities may impact revenue and margins period over period, as discussed in more detail below.
Market conditions have also not caused an increase in cancellation rates as homebuilders have continued to perform on their contractual obligations with us. Given our diverse portfolio of residential holdings, the mix of sales and pricing from different communities may impact revenue and margins period over period, as discussed in more detail below.
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.
Recently Adopted 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.
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. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
The loan includes a prepayment premium due to the lender of 1% 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. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
Joe is a real estate development, asset management and operating company with all of its real estate assets and operations in Northwest Florida. We intend to use existing assets for residential, hospitality and commercial ventures. We have significant residential and commercial land-use entitlements.
Joe is a diversified real estate development, asset management and operating company with all of its real estate assets and operations in Northwest Florida. We intend to use existing assets for residential, hospitality and commercial ventures. We have significant residential and commercial land-use entitlements.
Some of the significant assumptions that are used to develop the undiscounted cash flows include: ● for investments in hotels, other rental units and vacation rental homes, use of average occupancy and room rates, revenue from food and beverage and other amenity operations, operating expenses and capital expenditures, and eventual disposition of such properties as hotels, private residence vacation units or condominiums, based on current prices for similar units appreciated to the expected sale date; ● for investments in commercial, multi-family, self-storage, senior living or retail property, use of future occupancy and rental rates, operating expenses and capital expenditures and the amount of proceeds to be realized upon eventual disposition of such property at a terminal capitalization rate; and 53 Table of Contents ● for investments in club, marina and retail assets, use of revenue from membership dues, future golf rounds and greens fees, boat slip rentals and boat storage fees, merchandise and other hospitality operations, operating expenses and capital expenditures, and the amount of proceeds to be realized upon eventual disposition of such properties at a multiple of terminal year cash flows.
Some of the significant assumptions that are used to develop the undiscounted cash flows include: ● for investments in hotels, other rental units and vacation rental homes, use of average occupancy and room rates, revenue from food and beverage and other amenity operations, operating expenses and capital expenditures, and eventual disposition of such properties as hotels, private residence vacation units or condominiums, based on current prices for similar units appreciated to the expected sale date; ● for investments in commercial, multi-family, self-storage, senior living or retail property, use of future occupancy and rental rates, operating expenses and capital expenditures and the amount of proceeds to be realized upon eventual disposition of such property at a terminal capitalization rate; and ● for investments in club, marina and retail assets, use of revenue from membership dues, future golf rounds and greens fees, boat slip rentals and boat storage fees, merchandise and other hospitality operations, operating expenses and capital expenditures, and the amount of proceeds to be realized upon eventual disposition of such properties at a multiple of terminal year cash flows.
Debt, Net included in Item 15 of this Form 10-K for additional information. In 2019, a wholly-owned subsidiary of ours entered into a $5.5 million loan, which is guaranteed by us (the “Beckrich Building III Loan”). As of both December 31, 2023 and 2022, $5.0 million was outstanding on the Beckrich Building III Loan.
Debt, Net included in Item 15 of this Form 10-K for additional information. In 2019, a wholly-owned subsidiary of ours entered into a $5.5 million loan, which is guaranteed by us (the “Beckrich Building III Loan”). As of both December 31, 2024 and 2023, $5.0 million was outstanding on the Beckrich Building III Loan.
In conducting our operations, we routinely hold customers’ assets in escrow pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. These amounts are maintained in segregated bank accounts and have not been included in the accompanying consolidated balance sheets, consistent with U.S. GAAP and industry practice.
In conducting our operations, we routinely hold customers’ assets in escrow pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. These amounts are maintained in segregated bank accounts and have not been included in the accompanying consolidated balance sheets, consistent with GAAP and industry practice.
In December 2022, a wholly-owned subsidiary of ours entered into a $37.0 million loan, which is guaranteed by us (“The Pearl Hotel Loan”). As of December 31, 2023 and 2022, $35.5 million and $37.0 million, respectively, was outstanding on The Pearl Hotel Loan. The loan bears interest at a rate of 6.3% and matures in December 2032.
In December 2022, a wholly-owned subsidiary of ours entered into a $37.0 million loan, which is guaranteed by us (“The Pearl Hotel Loan”). As of December 31, 2024 and 2023, $34.0 million and $35.5 million, respectively, was outstanding on The Pearl Hotel Loan. The loan bears interest at a rate of 6.3% and matures in December 2032.
Joint Ventures included in Item 15 of this Form 10-K for additional information. ​ 39 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ ​ Units ​ ​ Cost of Gross Gross ​ ​ ​ Sold ​ Revenue ​ Revenue ​ Profit ​ Margin ​ ​ ​ Dollars in millions ​ Consolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Homesites (a) 752 ​ $ 84.0 ​ $ 41.0 ​ $ 43.0 ​ 51.2 % Land sale N/A ​ ​ 1.1 ​ ​ — ​ ​ 1.1 ​ 100.0 % Total consolidated 752 ​ $ 85.1 ​ $ 41.0 ​ $ 44.1 51.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unconsolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Homes (b) ​ 316 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total consolidated and unconsolidated ​ 1,068 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Includes 42 entitled but undeveloped homesites sold within the SouthWood community.
Joint Ventures included in Item 15 of this Form 10-K for additional information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ ​ Units ​ ​ Cost of Gross Gross ​ ​ Sold ​ Revenue ​ Revenue ​ Profit ​ Margin ​ ​ Dollars in millions ​ Consolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Homesites (a) ​ 752 ​ $ 84.0 ​ $ 41.0 ​ $ 43.0 ​ 51.2 % Land sale ​ N/A ​ ​ 1.1 ​ ​ — ​ ​ 1.1 ​ 100.0 % Total consolidated ​ 752 ​ $ 85.1 ​ $ 41.0 ​ $ 44.1 51.8 % Unconsolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Homes (b) ​ 316 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total consolidated and unconsolidated ​ 1,068 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Includes 42 entitled but undeveloped homesites sold within the SouthWood community.
The loan bears interest at a rate of 2.7% and matures in May 2057. The loan includes a prepayment premium due to the lender of 1% - 9% for any principal that is prepaid through May 2032. The loan is secured by the real property and certain other Security Interests. See Note 10.
The loan bears interest at a rate of 2.7% and matures in May 2057. The loan includes a prepayment premium due to the lender of 1% - 8% for any principal that is prepaid through May 2032. The loan is secured by the real property and certain other Security Interests. See Note 10.
Further discussion of the potential impacts on our business from the current macroeconomic environment are discussed in Part I. Item 1A. Risk Factors . Reportable Segments We conduct primarily all of our business in the following three reportable segments: 1) residential, 2) hospitality and 3) commercial.
Further discussion of the potential impacts on our business from the current macroeconomic environment are included in Part I. Item 1A. Risk Factors . Reportable Segments We conduct primarily all of our business in the following three reportable segments: 1) residential, 2) hospitality and 3) commercial.
Some of the events or changes in circumstances that are considered as indicators of potential impairment include: ● a prolonged decrease in the value to below cost or demand for the properties; ● a change in the expected use or development plans for the properties; ● a material change in strategy that would affect the value of our properties; ● continuing operating or cash flow losses for an operating property; ● an accumulation of costs in excess of the projected costs for development or operating property; and ● any other adverse change that may affect the value of the property.
Some of the events or changes in circumstances that are considered as indicators of potential impairment include: ● a prolonged decrease in the value to below cost or demand for the properties; ● a change in the expected use or development plans for the properties; 51 Table of Contents ● a material change in strategy that would affect the value of our properties; ● continuing operating or cash flow losses for an operating property; ● an accumulation of costs in excess of the projected costs for development or operating property; and ● any other adverse change that may affect the value of the property.
Sales of rural and timber land typically have a lower cost basis than residential and commercial real estate sales. In addition, our cost basis in residential and commercial real estate can vary depending on the amount of development or other costs incurred on the property. Timber Revenue and Gross Profit .
Sales of forestry land typically have a lower cost basis than residential and commercial real estate sales. In addition, our cost basis in residential and commercial real estate can vary depending on the amount of development or other costs incurred on the property. Timber Revenue and Gross Profit .
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 55 Table of Contents 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 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.
Joint Ventures included in Item 15 of this Form 10-K for additional information. Interest expense primarily consists of interest incurred on our portion of the total outstanding CDD debt. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
Interest expense primarily consists of interest incurred on our portion of the total outstanding CDD debt. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
As part of our review for impairment of long-lived assets, we review the long-lived asset’s carrying value, current period actual financial results as compared to prior period and forecasted results contained in our business plan and any other events or changes in circumstances to identify whether an 52 Table of Contents indicator of potential impairment may exist.
As part of our review for impairment of long-lived assets, we review the long-lived asset’s carrying value, current period actual financial results as compared to prior period and forecasted results contained in our business plan and any other events or changes in circumstances to identify whether an indicator of potential impairment may exist.
In addition, the 46 Table of Contents 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 or upon breach of covenants in the security instrument.
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 45 Table of Contents instrument.
The decrease was primarily due to lower prices and less tons sold in the current period. Other Revenue . Other revenue primarily consists of mitigation bank credit sales and title insurance business revenue.
The decrease was primarily due to the lower prices and less tons of wood products sold in the current period. Other Revenue . Other revenue primarily consists of title insurance business revenue and mitigation bank credit sales.
During 2023, net cash used in investing activities was $99.1 million, which included capital expenditures for operating property and equipment, purchases of investments of U.S.
During 2023, net cash used in investing activities was $99.1 million, which included capital expenditures for operating property and property and equipment of $139.9 million, purchases of investments of U.S.
Homesites substantially completed and ready for sale are measured at the lower of carrying value or fair value less costs to sell. Management identifies homesites as being substantially completed and ready for sale when the properties are being actively marketed with intent to sell such properties in the near term and under current market conditions.
Homesites substantially completed and ready for sale are measured at the lower of carrying value or fair value less costs to sell. Management identifies homesites as being substantially completed and ready for sale when the properties 52 Table of Contents are being actively marketed with intent to sell such properties in the near term and under current market conditions.
Commercial and Rural Real Estate Revenue and Gross Profit. During 2023, we had twenty-eight commercial and rural real estate sales totaling approximately 474 acres for $21.0 million and land improvement services of $0.3 million, together resulting in a gross profit of $14.7 million (or gross margin of 69.0%).
During 2023, we had twenty-eight commercial and forestry real estate sales totaling approximately 474 acres for $21.0 million and land improvement services of $0.3 million, together resulting in a gross profit of $14.7 million (or gross margin of 69.0%).
Revenue from commercial and rural real estate can vary significantly from period-to-period depending on the proximity to developed areas and mix of real estate sold in each period, with varying compositions of retail, office, industrial and other commercial uses. Our gross margin can vary significantly from period-to-period depending on the characteristics of the property sold.
Revenue from commercial and forestry real estate can vary significantly from period-to-period depending on the proximity to developed areas and mix of real estate sold in each period, with varying compositions of retail, office, industrial, timber and other commercial uses. Our gross margin can vary significantly from period-to-period depending on the characteristics of the property sold.
Miscellaneous income, net during 2023, includes $1.1 million of income received from the Florida Division of Emergency Management’s Florida Timber Recovery Block Grant Program (“TRBG”) for recovery of lost income related to timber crop that was destroyed as a result of Hurricane Michael.
Miscellaneous (expense) income, net during 2023, includes $1.1 million of income received from the Florida Division of Emergency Management’s Florida Timber Recovery Block Grant Program (“TRBG”) for recovery of lost income related to timber crop that was destroyed as a result of Hurricane Michael in 2018.
As of December 31, 2023 and 2022, $51.9 million and $45.2 million, respectively, was outstanding on the Pier Park Resort Hotel JV Loan. The loan matures in April 2027 and bears interest at a rate of SOFR plus 2.1%. The loan is secured by the real property and certain other Security Interests.
As of December 31, 2024 and 2023, $50.9 million and $51.9 million, respectively, was outstanding on the Pier Park Resort Hotel JV Loan. The loan matures in April 2027 and bears interest at a rate of SOFR plus 2.1%. The loan is secured by the real property and certain other Security Interests.
See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information regarding project financing. Gain on Contributions to Unconsolidated Joint Ventures Gain on contributions to unconsolidated joint ventures includes gain on land, impact fees and additional infrastructure improvements contributed to our unconsolidated JVs as detailed in the table below. See Note 4.
See Note 10. Debt, Net and Note 18. Other Income, Net included in Item 15 of this Form 10-K for additional information regarding project financing. Gain on Contributions to Unconsolidated Joint Ventures Gain on contributions to unconsolidated joint ventures includes gain on land, impact fees and additional infrastructure improvements contributed to our unconsolidated JVs as detailed in the table below.
Our residential segment includes the Watersound Origins, Watersound Origins West, Watersound Camp Creek, Breakfast Point East, Titus Park, Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, WindMark Beach and SouthWood communities, which are large scale, multi-phase communities with current development activity, sales activity or future phases.
Our residential segment includes the Watersound Origins, Watersound Origins West, Watersound Camp Creek, Breakfast Point East, Titus Park, Bayside at Ward Creek, Breakwater at Ward Creek, Salt Grass at Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, and WindMark Beach communities, which are large scale, multi-phase communities with current development activity, sales activity or future phases.
The hospitality segment generates revenue from membership sales, golf courses, lodging at our hotels, short-term vacation rentals, management of The Pearl Hotel (prior to acquisition in December 2022), food and beverage operations, merchandise sales, marina operations (including boat slip rentals, boat storage fees and fuel sales), charter flights, other resort and entertainment activities and beach clubs, which includes operation of the WaterColor Beach Club.
The hospitality segment generates revenue from membership sales, golf courses, lodging at our hotels, short-term vacation rentals, management of The Pearl Hotel (prior to acquisition in December 2022), food and beverage operations, merchandise sales, marina operations (including boat slip rentals, boat storage fees and fuel sales), flight services, other resort and entertainment activities and beach clubs, which includes food and beverage operations of the WaterColor Beach Club.
As of December 31, 2023, the weighted average rate on our variable rate loans, excluding the swapped portion, was 7.6%. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. Our indebtedness consists of various loans on real and leasehold property.
As of December 31, 2024, the weighted average rate on our variable rate loans, excluding the swapped portion, was 6.5%. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. Our indebtedness consists of various loans on real and leasehold property.
Commercial and rural real estate revenue can vary depending on the proximity to developed areas and the mix and characteristics of commercial and rural real estate sold in each period, with varying compositions of retail, office, industrial and other commercial uses.
Commercial and forestry real estate revenue can vary depending on the proximity to developed areas and the mix and characteristics of commercial and forestry real estate sold in each period, with varying compositions of retail, office, industrial, timber and other commercial uses.
Debt, Net included in Item 15 of this Form 10-K for additional information. In July 2022, a wholly-owned subsidiary of ours entered into a $13.7 million loan, which is guaranteed by us (the “Topsail Hotel Loan”). As of December 31, 2023 and 2022, $12.3 million and $5.2 million, respectively, was outstanding on the Topsail Hotel Loan.
Debt, Net included in Item 15 of this Form 10-K for additional information. In July 2022, a wholly-owned subsidiary of ours entered into a $13.7 million loan, which is guaranteed by us (the “Topsail Hotel Loan”). As of both December 31, 2024 and 2023, $12.3 million was outstanding on the Topsail Hotel Loan.
Cash Flows from Investing Activities Net cash flows used in investing activities primarily includes capital expenditures for operating property and property and equipment used in our operations, purchases of investments and capital contributions to unconsolidated joint ventures, partially offset by proceeds from insurance claims, sales and maturities of investments, capital distributions from unconsolidated joint ventures and maturities of assets held by special purpose entities.
Cash Flows from Investing Activities Net cash flows used in investing activities primarily includes capital expenditures for operating property and property and equipment used in our operations, purchases of investments and capital contributions to unconsolidated joint ventures, partially offset by maturities of investments, capital distributions from unconsolidated joint ventures and maturities of assets held by special purpose entities.
As of December 31, 2023 and 2022, $34.7 million and $35.2 million, respectively, was outstanding on the PPC JV Loan. The loan bears interest at a rate of 3.1% and matures 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 31, 2031.
As of December 31, 2024 and 2023, $34.2 million and $34.7 million, respectively, was outstanding on the PPC JV Loan. The loan bears interest at a rate of 3.1% and matures in June 2060. The loan includes a prepayment premium due to the lender of 2% - 8% for any additional principal that is prepaid through August 2031.
Joint Ventures included in Item 15 of this Form 10-K for additional information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 ​ In millions Latitude Margaritaville Watersound JV (a) $ 23.6 ​ $ 3.9 ​ $ (1.9) Sea Sound JV (b) ​ — ​ ​ 21.7 ​ ​ — Watersound Fountains Independent Living JV (c) ​ (0.7) ​ ​ (0.2) ​ ​ — Pier Park TPS JV ​ (0.4) ​ ​ — ​ ​ 0.6 Busy Bee JV ​ — ​ ​ 0.5 ​ ​ 0.4 Electric Cart Watersound JV (d) ​ 0.1 ​ ​ — ​ ​ — Watersound Management JV ​ 0.1 ​ ​ 0.1 ​ ​ — Total equity in income (loss) from unconsolidated joint ventures $ 22.7 ​ $ 26.0 ​ $ (0.9) (a) During 2023 and 2022, the Latitude Margaritaville Watersound JV completed 641 and 316 home sale transactions, respectively.
Joint Ventures included in Item 15 of this Form 10-K for additional information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 ​ 2023 ​ 2022 ​ In millions Latitude Margaritaville Watersound JV (a) $ 29.3 ​ $ 23.6 ​ $ 3.9 Sea Sound JV (b) ​ — ​ ​ — ​ ​ 21.7 Watersound Fountains Independent Living JV (c) ​ (4.4) ​ ​ (0.7) ​ ​ (0.2) Pier Park TPS JV ​ (0.5) ​ ​ (0.4) ​ ​ — Pier Park RI JV (d) ​ (0.9) ​ ​ — ​ ​ — Busy Bee JV (e) ​ 0.1 ​ ​ — ​ ​ 0.5 Electric Cart Watersound JV (f) ​ (0.1) ​ ​ 0.1 ​ ​ — Watersound Management JV ​ 0.1 ​ ​ 0.1 ​ ​ 0.1 Total equity in income from unconsolidated joint ventures $ 23.6 ​ $ 22.7 ​ $ 26.0 (a) During 2024, 2023 and 2022, the Latitude Margaritaville Watersound JV completed 659, 641 and 316 home sale transactions, respectively.
The statements in this discussion regarding industry outlook, our expectations regarding our future 24 Table of Contents performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Risk Factors” in this Form 10-K.
The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Risk Factors” in this Form 10-K.
Hospitality Segment Our hospitality segment features a private membership club (the “Watersound Club”), hotel operations, food and beverage operations, golf courses, beach clubs, retail outlets, gulf-front vacation rentals, management services, marinas and other entertainment assets.
Hospitality Segment Our hospitality segment features a private membership club (the “Watersound Club”), hotel operations, food and beverage operations, golf courses, beach clubs, retail outlets, gulf-front vacation rentals, management services, marinas 28 Table of Contents and other entertainment assets.
Debt, Net included in Item 15 of this Form 10-K for additional information. In 2020, a wholly-owned subsidiary of ours entered into a $15.3 million loan, which is guaranteed by us (the “Airport Hotel Loan”). As of December 31, 2023 and 2022, $13.0 million and $14.6 million, respectively, was outstanding on the Airport Hotel Loan.
Debt, Net included in Item 15 of this Form 10-K for additional information. In 2020, a wholly-owned subsidiary of ours entered into a $15.3 million loan, which is guaranteed by us (the “Airport Hotel Loan”). As of December 31, 2024 and 2023, $11.7 million and $13.0 million, respectively, was outstanding on the Airport Hotel Loan.
Realization of our deferred tax assets is dependent upon us 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 net loss carryforwards. As of December 31, 2023 and 2022, we had $11.0 million and $3.4 million, respectively, of federal net operating loss carryforwards (“NOLs”).
Realization of our deferred tax assets is dependent upon us 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 December 31, 2024 and 2023, we had $9.1 million and $11.0 million, respectively, of federal net operating loss carryforwards (“NOLs”).
In 2019, Pier Park Crossings Phase II LLC (the “Pier Park Crossings Phase II JV”) entered into a $22.9 million loan, insured by HUD, as amended (the “PPC II JV Loan”). As of December 31, 2023 and 2022, $22.2 million and $22.6 million, respectively, was outstanding on the PPC II JV Loan.
In 2019, Pier Park Crossings Phase II LLC (the “Pier Park Crossings Phase II JV”) entered into a $22.9 million loan, insured by HUD, as amended (the “PPC II JV Loan”). As of December 31, 2024 and 2023, $21.8 million and $22.2 million, respectively, was outstanding on the PPC II JV Loan.
As of December 31, 2023 and 2022, we were 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 $40.0 million and $38.1 million, respectively, as well as standby letters of credit in the amount of $0.2 million and $17.3 million, respectively, which may potentially result in a liability to us if certain obligations are not met.
As of December 31, 2024 and 2023, we were 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 $53.1 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 a liability to us if certain obligations are not met.
Homesites in these communities are developed based on market demand and sold primarily to homebuilders and on a limited basis to retail customers. 26 Table of Contents The East Lake Creek, East Lake Powell, Lake Powell, Teachee, West Bay Creek and West Laird communities have phases of homesites in preliminary planning or permitting.
Homesites in these communities are developed based on market demand and sold primarily to homebuilders and on a limited basis to retail customers. The East Lake Creek, East Lake Powell, Lake Powell, Teachee, West Bay Creek and West Laird communities have phases of homesites in preliminary planning or permitting. Homesites in these communities will be developed based on market demand.
For a detailed discussion of results of operations and comparisons for 2022 and 2021, see Item 7.
For a detailed discussion of results of operations and comparisons for 2023 and 2022, see Item 7.
Gain on contributions to unconsolidated joint ventures during 2023 and 2022, includes a gain of $0.7 million and $0.9 million, respectively, on additional infrastructure improvements contributed to our unconsolidated Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
Gain on contributions to unconsolidated joint ventures during 2024 and 2023, includes a gain of less than $0.1 million and $0.7 million, respectively, on additional infrastructure improvements contributed to our unconsolidated Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
As of December 31, 2023, we had a total of $48.6 million primarily in construction and development related contractual obligations. Capital expenditures and contractual obligations exclude amounts related to unconsolidated JVs. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
As of December 31, 2024, we had a total of $37.7 million primarily in construction and development related contractual obligations. Capital expenditures and contractual obligations exclude amounts related to unconsolidated JVs. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. In 2018, Pier Park Crossings LLC ( the “Pier Park Crossings JV”) entered into a $36.6 million loan, insured by the U.S. Department of Housing and Urban Development (“HUD”) (the “PPC JV Loan”).
See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. We have begun the process to refinance the PPN JV Loan. In 2018, Pier Park Crossings LLC ( the “Pier Park Crossings JV”) entered into a $36.6 million loan, insured by the U.S. Department of Housing and Urban Development (“HUD”) (the “PPC JV Loan”).
The cash deposit accounts and offsetting liability balances for escrow deposits in connection with our title insurance agencies for real estate transactions were $10.0 million and $8.0 million as of December 31, 2023 and 2022, respectively.
The cash deposit accounts and offsetting liability balances for escrow deposits in connection with our title insurance agencies for real estate transactions were $6.4 million and $10.0 million as of December 31, 2024 and 2023, respectively.
The specific Security Interests vary from loan to loan. In 2015, the Pier Park North JV (the “Pier Park North JV”) entered into a $48.2 million loan (the “PPN JV Loan”). As of December 31, 2023 and 2022, $41.5 million and $42.6 million, respectively, was outstanding on the PPN JV Loan.
The specific Security Interests vary from loan to loan. In 2015, the Pier Park North JV (the “Pier Park North JV”) entered into a $48.2 million loan (the “PPN JV Loan”). As of December 31, 2024 and 2023, $40.4 million and $41.5 million, respectively, was outstanding on the PPN JV Loan.
(a) Property is related to a consolidated JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. (b) Construction of additional leasing space was completed in 2023 and 2022. Includes net rentable square feet of 6,752 within our residential segment.
(a) Property is related to a consolidated JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. (b) An additional building was completed in the second quarter of 2024 and construction of additional leasing space was completed in 2023. Includes net rentable square feet of 6,752 within our residential segment.
The following table sets forth the relative contribution of these reportable segments to our consolidated operating revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2023 2022 2021 ​ Segment Operating Revenue ​ ​ Residential ​ 40.0 % 36.8 % 54.3 % Hospitality ​ 39.7 % 38.6 % 27.9 % Commercial ​ 19.1 % 23.5 % 17.1 % Other ​ 1.2 % 1.1 % 0.7 % Consolidated operating revenue ​ 100.0 % 100.0 % 100.0 % ​ For more information regarding our reportable segments, see Note 19.
The following table sets forth the relative contribution of these reportable segments to our consolidated operating revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 2023 2022 ​ Segment Operating Revenue ​ ​ Residential ​ 29.1 % 40.0 % 36.8 % Hospitality ​ 50.3 % 39.7 % 38.6 % Commercial ​ 19.5 % 19.1 % 23.5 % Other ​ 1.1 % 1.2 % 1.1 % Consolidated operating revenue ​ 100.0 % 100.0 % 100.0 % ​ For more information regarding our reportable segments, see Note 19.
Pier Park TPS, LLC, (the “Pier Park TPS JV”) is unconsolidated and is accounted for under the equity method of accounting, which is included within our commercial segment. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. (j) The hotel is under development with our JV partner.
Pier Park TPS, LLC, (the “Pier Park TPS JV”) is unconsolidated and is accounted for under the equity method of accounting, which is included within our commercial segment. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. (j) The hotel, which opened in April 2024, is operated by our JV partner.
Equity in income (loss) from unconsolidated joint ventures includes our proportionate share of earnings or losses of an unconsolidated JV accounted for by the equity method. Equity in income (loss) from unconsolidated joint ventures increased $19.7 million during 2023, compared to 2022.
Equity in income from unconsolidated joint ventures includes our proportionate share of earnings or losses of an unconsolidated JV accounted for by the equity method. Equity in income from unconsolidated joint ventures increased $5.7 million during 2024, compared to 2023.
Debt, Net included in Item 15 of this Form 10-K for additional information. In January 2021, 30A Greenway Hotel, LLC (“The Lodge 30A JV”) entered into a $15.0 million loan (the “Lodge 30A JV Loan”). As of December 31, 2023 and 2022, $14.7 million and $13.3 million, respectively, was outstanding on the Lodge 30A JV Loan.
See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. In 2021, 30A Greenway Hotel, LLC (“The Lodge 30A JV”) entered into a $15.0 million loan (the “Lodge 30A JV Loan”). As of December 31, 2024 and 2023, $14.1 million and $14.7 million, respectively, was outstanding on the Lodge 30A JV Loan.
Homesite prices vary significantly by community and often sell in concentrated transactions that may impact quarterly results.
Homesite prices vary significantly by community and often sell in concentrated transactions that may impact period over period results.
Our hotel portfolio by property is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms (a) ​ ​ Location ​ Completed ​ Planned ​ Total Operational ​ ​ ​ ​ ​ ​ ​ ​ Camp Creek Inn (b) ​ Walton County, FL ​ 75 ​ — ​ 75 WaterColor Inn (c) ​ Walton County, FL ​ 67 ​ — ​ 67 The Pearl Hotel (d) ​ Walton County, FL ​ 55 ​ — ​ 55 WaterSound Inn ​ Walton County, FL ​ 11 ​ — ​ 11 The Lodge 30A (e) (f) ​ Walton County, FL ​ 85 ​ — ​ 85 Home2 Suites by Hilton Santa Rosa Beach (b) ​ Walton County, FL ​ 107 ​ — ​ 107 Embassy Suites by Hilton Panama City Beach Resort (f) (g) ​ Bay County, FL ​ 255 ​ — ​ 255 Hilton Garden Inn Panama City Airport ​ Bay County, FL ​ 143 ​ — ​ 143 Homewood Suites by Hilton Panama City Beach (h) ​ Bay County, FL ​ 131 ​ — ​ 131 Hotel Indigo Panama City Marina (b) ​ Bay County, FL ​ 124 ​ — ​ 124 TownePlace Suites by Marriott Panama City Beach Pier Park (i) ​ Bay County, FL ​ 124 ​ — ​ 124 Total operational rooms ​ ​ ​ 1,177 ​ — ​ 1,177 ​ ​ ​ ​ ​ ​ ​ ​ ​ Under Development/Construction ​ ​ ​ ​ ​ ​ ​ ​ Residence Inn by Marriott, Panama City Beach, Florida (j) ​ Bay County, FL ​ — ​ 121 ​ 121 Total rooms under development/construction ​ ​ ​ — ​ 121 ​ 121 Total rooms ​ ​ ​ 1,177 ​ 121 ​ 1,298 (a) Includes hotels currently in operation or under development and construction.
Our hotel portfolio by property is as follows: ​ ​ ​ ​ ​ Hotel ​ Location ​ Rooms (a) Camp Creek Inn (b) ​ Walton County, FL ​ 75 WaterColor Inn (c) ​ Walton County, FL ​ 67 The Pearl Hotel (d) ​ Walton County, FL ​ 55 Watersound Inn ​ Walton County, FL ​ 11 The Lodge 30A (e) (f) ​ Walton County, FL ​ 85 Home2 Suites by Hilton Santa Rosa Beach (b) ​ Walton County, FL ​ 107 Embassy Suites by Hilton Panama City Beach Resort (f) (g) ​ Bay County, FL ​ 255 Hilton Garden Inn Panama City Airport ​ Bay County, FL ​ 143 Homewood Suites by Hilton Panama City Beach (h) ​ Bay County, FL ​ 131 Hotel Indigo Panama City Marina (b) ​ Bay County, FL ​ 124 TownePlace Suites by Marriott Panama City Beach Pier Park (i) ​ Bay County, FL ​ 124 Residence Inn Panama City Beach Pier Park (j) ​ Bay County, FL ​ 121 Total rooms ​ ​ ​ 1,298 29 Table of Contents (a) Includes hotels currently in operation.
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 our segments remains strong.
Market Conditions Throughout 2024, we 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 our segments remains strong.
(f) Development of Regional Impact (“DRI”). ​ In addition to the communities listed above, we have a number of other residential project concepts in various stages of planning and evaluation. 27 Table of Contents As of December 31, 2023, we had nineteen different homebuilders within our residential communities.
(f) Development of Regional Impact (“DRI”). ​ In addition to the communities listed above, we have a number of other residential project concepts in various stages of planning and evaluation. As of December 31, 2024, we had twenty different homebuilders within our residential communities.
The $217.8 million in capital expenditures included $209.8 million for new operating assets or for residential development and $8.0 million for sustaining capital on existing operating properties. We anticipate that future capital commitments will be funded through cash generated from operations, new financing arrangements, cash on hand and cash equivalents.
The $129.4 million in capital expenditures included $121.8 million for new operating assets or for residential development and $7.6 million for sustaining capital on existing operating properties. We anticipate that future capital commitments will be funded through cash generated from operations, cash and cash equivalents on hand and new financing arrangements.
These escrow funds are not available for regular operations. 50 Table of Contents Summary of Cash Flows A summary of our cash flows from operating, investing and financing activities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 2021 ​ ​ ​ In millions Net cash provided by operating activities ​ ​ $ 103.8 ​ $ 48.2 ​ $ 111.8 Net cash used in investing activities ​ ​ (99.1) ​ (189.8) ​ (196.1) Net cash provided by financing activities ​ ​ 40.8 ​ 112.5 ​ 48.6 Net increase (decrease) in cash, cash equivalents and restricted cash ​ ​ 45.5 ​ (29.1) ​ (35.7) Cash, cash equivalents and restricted cash at beginning of the year ​ ​ 45.3 ​ 74.4 ​ 110.1 Cash, cash equivalents and restricted cash at end of the year ​ ​ $ 90.8 ​ $ 45.3 ​ $ 74.4 ​ Cash Flows from Operating Activities Net cash flows provided by operating activities includes net income, adjustments for non-cash items, changes in operating assets and liabilities and expenditures related to assets ultimately planned to be sold, including developed and undeveloped land.
These escrow funds are not available for regular operations. 49 Table of Contents Summary of Cash Flows A summary of our cash flows from operating, investing and financing activities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 2022 ​ ​ ​ In millions Net cash provided by operating activities ​ ​ $ 108.0 ​ $ 103.8 ​ $ 48.2 Net cash used in investing activities ​ ​ (50.4) ​ (99.1) ​ (189.8) Net cash (used in) provided by financing activities ​ ​ (52.1) ​ 40.8 ​ 112.5 Net increase (decrease) in cash, cash equivalents and restricted cash ​ ​ 5.5 ​ 45.5 ​ (29.1) Cash, cash equivalents and restricted cash at beginning of the year ​ ​ 90.8 ​ 45.3 ​ 74.4 Cash, cash equivalents and restricted cash at end of the year ​ ​ $ 96.3 ​ $ 90.8 ​ $ 45.3 ​ Cash Flows from Operating Activities Net cash flows provided by operating activities includes net income, adjustments for non-cash items, distribution of earnings from unconsolidated joint ventures, changes in operating assets and liabilities and expenditures related to assets ultimately planned to be sold, including developed and undeveloped land.
Total outstanding CDD debt related to our land holdings was $10.7 million as of December 31, 2023, which is comprised of $8.7 million at the SouthWood community, $1.9 million at the existing Pier Park retail center and less than $0.1 million at the Wild Heron residential community. We pay interest on this total outstanding CDD debt.
Total outstanding CDD debt related to our land holdings was $9.6 million as of December 31, 2024, which is comprised of $7.8 million at the SouthWood community, $1.7 million at the existing Pier Park retail center and less than $0.1 million at the Wild Heron residential community.
Commercial and rural real estate revenue related to sales for the three years ended December 31, 2023 includes the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Average Price ​ ​ ​ ​ Gross Profit Period ​ Sales ​ Acres Sold ​ Per Acre ​ Revenue ​ on Sales ​ ​ ​ ​ ​ In millions (except for average price per acre) 2023 28 474 $ 44,304 $ 21.0 $ 14.5 2022 29 283 $ 44,876 $ 12.7 $ 9.3 2021 22 577 $ 20,797 $ 12.0 $ 9.5 ​ We believe the diversity of our commercial segment complements the growth of our residential and hospitality segments.
Commercial and forestry real estate revenue related to sales for the three years ended December 31, 2024 includes the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Average Price ​ ​ ​ ​ Gross Profit Period ​ Sales ​ Acres Sold ​ Per Acre ​ Revenue ​ on Sales ​ ​ ​ ​ ​ In millions (except for average price per acre) 2024 11 634 $ 28,391 $ 18.0 $ 13.1 2023 28 474 $ 44,304 $ 21.0 $ 14.5 2022 29 283 $ 44,876 $ 12.7 $ 9.3 ​ We believe the diversity of our commercial segment complements the growth of our residential and hospitality segments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations , included in our Form 10‑K for the year ended December 31, 2022 filed with the SEC on February 22, 2023. 33 Table of Contents Real Estate Revenue and Gross Profit The following table sets forth a comparison of our total consolidated real estate revenue and gross profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % (a) 2022 % (a) 2021 % (a) ​ ​ ​ ​ Dollars in millions Revenue: ​ ​ ​ ​ ​ Residential real estate revenue ​ ​ $ 155.7 83.7 % $ 92.8 80.1 % $ 144.7 87.9 % Commercial and rural real estate revenue ​ ​ 21.3 11.5 % 13.7 11.8 % 12.0 7.3 % Timber revenue ​ ​ ​ 4.9 ​ 2.6 % ​ 6.7 ​ 5.8 % ​ 6.0 ​ 3.6 % Other revenue ​ ​ 4.1 2.2 % 2.7 2.3 % 1.9 1.2 % Real estate revenue ​ ​ $ 186.0 100.0 % $ 115.9 100.0 % $ 164.6 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit: ​ ​ ​ ​ ​ Residential real estate ​ ​ $ 77.8 50.0 % $ 48.7 52.5 % $ 87.9 60.7 % Commercial and rural real estate ​ ​ 14.7 69.0 % 9.7 70.8 % 9.5 79.2 % Timber ​ ​ ​ 4.1 ​ 83.7 % ​ 5.9 ​ 88.1 % ​ 5.3 ​ 88.3 % Other ​ ​ 1.4 34.1 % 0.8 29.6 % 0.5 26.3 % Gross profit ​ ​ $ 98.0 52.7 % $ 65.1 56.2 % $ 103.2 62.7 % (a) Calculated percentage of total real estate revenue and the respective gross margin percentage.
Management’s Discussion and Analysis of Financial Condition and Results of Operations , included in our Form 10‑K for the year ended December 31, 2023 filed with the SEC on February 21, 2024. 33 Table of Contents Real Estate Revenue and Gross Profit The following table sets forth a comparison of our total consolidated real estate revenue and gross profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % (a) 2023 % (a) 2022 % (a) ​ ​ ​ ​ Dollars in millions Revenue: ​ ​ ​ ​ ​ Residential real estate revenue ​ ​ $ 116.8 81.6 % $ 155.7 83.7 % $ 92.8 80.1 % Commercial and forestry real estate revenue ​ ​ 18.0 12.6 % 21.3 11.5 % 13.7 11.8 % Timber revenue ​ ​ ​ 4.2 ​ 2.9 % ​ 4.9 ​ 2.6 % ​ 6.7 ​ 5.8 % Other revenue ​ ​ 4.2 2.9 % 4.1 2.2 % 2.7 2.3 % Real estate revenue ​ ​ $ 143.2 100.0 % $ 186.0 100.0 % $ 115.9 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit: ​ ​ ​ ​ ​ Residential real estate ​ ​ $ 54.8 46.9 % $ 77.8 50.0 % $ 48.7 52.5 % Commercial and forestry real estate ​ ​ 13.1 72.8 % 14.7 69.0 % 9.7 70.8 % Timber ​ ​ ​ 3.4 ​ 81.0 % ​ 4.1 ​ 83.7 % ​ 5.9 ​ 88.1 % Other ​ ​ 1.6 38.1 % 1.4 34.1 % 0.8 29.6 % Gross profit ​ ​ $ 72.9 50.9 % $ 98.0 52.7 % $ 65.1 56.2 % (a) Calculated percentage of total real estate revenue and the respective gross margin percentage.
Once complete, the hotel will be operated by our JV partner. The Pier Park RI JV (Pier Park RI, LLC, the “Pier Park RI JV”) is unconsolidated and is accounted for under the equity method of accounting, which is included within our commercial segment. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
Pier Park RI, LLC, (the “Pier Park RI JV”) is unconsolidated and is accounted for under the equity method of accounting, which is included within our commercial segment. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
We actively seek higher and better uses for our real estate assets through a range of development activities. As part of our core business strategy, we have created a meaningful portion of our business through JVs and limited partnerships over the past several years.
We actively seek higher and better uses for our real estate assets through a range of development activities. As part of our core business strategy, we have created a meaningful portion of our business through JVs.
The loan bears interest at a rate of SOFR plus 1.8% and matures in August 2029. Effective July 1, 2023, the benchmark interest rate index based on LIBOR transitioned to SOFR. The loan is secured by the real property and certain other Security Interests. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
The loan bears interest at a rate of SOFR plus 1.8% and matures in August 2029. The loan is secured by the real property and certain other Security Interests. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
The federal NOLs are specific to our QOF entity and do not expire. As of December 31, 2023 and 2022, we had state net NOLs of $12.9 million and $121.1 million, respectively. The majority of these state NOLs are available to offset future taxable income through 2042 and will begin expiring in 2025.
The federal NOLs are specific to our QOF entity and do not expire. As of December 31, 2024 and 2023, we had state net NOLs of $4.0 million and $12.9 million, respectively. The majority of these state NOLs are available to offset future taxable income through 2044 and will begin expiring in 2040.
The increase of $12.7 million in depreciation, depletion and amortization expense during 2023, as compared to 2022, was primarily due to new properties placed in service. Interest expense primarily includes interest incurred from our hospitality project financing.
The increase of $2.7 million in depreciation, depletion and amortization expense during 2024, as compared to 2023, was primarily due to new properties placed in service. Interest expense primarily includes interest incurred from our commercial project financing and CDD debt.
During 2023, we had twenty-eight commercial and rural real estate sales of approximately 474 acres for $21.0 million and land improvement services of $0.3 million, together resulting in a gross margin of approximately 69.0%.
During 2024, we had eleven commercial and forestry real estate sales of approximately 634 acres for $18.0 million, resulting in a gross margin of approximately 72.8%. During 2023, we had twenty-eight commercial and forestry real estate sales of approximately 474 acres for $21.0 million and land improvement services of $0.3 million, together resulting in a gross margin of approximately 69.0%.
As of December 31, 2023, in addition to the 1,486 homesites under contract in other residential communities, our unconsolidated Latitude Margaritaville Watersound JV had 609 homes under contract, which together with the 1,486 homesites are expected to result in a sales value of approximately $451.0 million at closing of the homesites and homes.
As of December 31, 2024, in addition to the 1,074 homesites under contract in other residential communities, our unconsolidated Latitude Margaritaville Watersound JV had 367 homes under contract, which together with the 1,074 homesites are expected to result in a sales value of approximately $328.9 million at closing of the homesites and homes.
In August 2021, a wholly-owned subsidiary of ours entered into a $12.0 million loan, which is guaranteed by us (the “Watersound Town Center Grocery Loan”). As of December 31, 2023 and 2022, $10.5 million and $11.4 million, respectively, was outstanding on the Watersound Town Center Grocery Loan.
In 2021, a wholly-owned subsidiary of ours entered into a $12.0 million loan, which is guaranteed by us (the “Watersound Town Center Grocery Loan”). As of December 31, 2024 and 2023, $8.1 million and $10.5 million, 47 Table of Contents respectively, was outstanding on the Watersound Town Center Grocery Loan.
Income Taxes included in Item 15 of this Form 10-K for additional information. 38 Table of Contents Segment Results Residential The table below sets forth the consolidated results of operations of our residential segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ In millions Revenue: ​ ​ ​ Real estate revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential real estate revenue ​ $ 145.6 ​ $ 85.1 ​ $ 137.8 Other revenue ​ 10.1 ​ 7.7 ​ 6.9 Total real estate revenue ​ ​ 155.7 ​ ​ 92.8 ​ ​ 144.7 Leasing revenue ​ ​ 0.1 ​ ​ 0.1 ​ ​ 0.2 Total revenue ​ 155.8 ​ 92.9 ​ 144.9 Expenses: ​ ​ ​ Cost of real estate and other revenue ​ 77.9 ​ 44.1 ​ 56.8 Other operating expenses ​ 4.5 ​ 3.9 ​ 4.8 Depreciation, depletion and amortization ​ 0.2 ​ 0.2 ​ 0.2 Total expenses ​ 82.6 ​ 48.2 ​ 61.8 Operating income ​ 73.2 ​ 44.7 ​ 83.1 Other income (expense): ​ ​ ​ Investment income, net ​ ​ 1.7 ​ ​ 1.1 ​ ​ 0.8 Interest expense ​ (0.4) ​ (0.5) ​ (0.6) Gain on contributions to unconsolidated joint ventures ​ ​ 0.7 ​ ​ 0.9 ​ ​ 0.5 Equity in income (loss) from unconsolidated joint ventures ​ ​ 23.6 ​ ​ 3.9 ​ ​ (1.9) Other income (expense), net ​ 0.2 ​ (0.5) ​ 0.1 Total other income (expense), net ​ 25.8 ​ 4.9 ​ (1.1) Income before income taxes ​ $ 99.0 ​ $ 49.6 ​ $ 82.0 ​ The following tables set forth our consolidated residential real estate revenue and cost of revenue activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ Units ​ ​ Cost of Gross Gross ​ ​ ​ Sold ​ Revenue ​ Revenue ​ Profit ​ Margin ​ ​ ​ Dollars in millions ​ Consolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Homesites (a) ​ 1,063 ​ $ 145.0 ​ $ 73.5 ​ $ 71.5 ​ 49.3 % Land sales N/A ​ ​ 0.6 ​ ​ 0.1 ​ ​ 0.5 ​ 83.3 % Total consolidated 1,063 ​ $ 145.6 ​ $ 73.6 ​ $ 72.0 49.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unconsolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Homes (b) ​ 641 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total consolidated and unconsolidated ​ 1,704 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Includes 100 entitled but undeveloped homesites sold within the SouthWood community.
Income Taxes included in Item 15 of this Form 10-K for additional information. 38 Table of Contents Segment Results Residential The table below sets forth the consolidated results of operations of our residential segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ In millions Revenue: ​ ​ ​ Real estate revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential real estate revenue ​ $ 107.2 ​ $ 145.6 ​ $ 85.1 Other revenue ​ 9.6 ​ 10.1 ​ 7.7 Total real estate revenue ​ ​ 116.8 ​ ​ 155.7 ​ ​ 92.8 Leasing revenue ​ ​ 0.2 ​ ​ 0.1 ​ ​ 0.1 Total revenue ​ 117.0 ​ 155.8 ​ 92.9 Expenses: ​ ​ ​ Cost of real estate and other revenue ​ 62.0 ​ 77.9 ​ 44.1 Cost of leasing revenue ​ ​ 0.1 ​ ​ — ​ ​ — Other operating expenses ​ 4.7 ​ 4.5 ​ 3.9 Depreciation, depletion and amortization ​ 0.2 ​ 0.2 ​ 0.2 Total expenses ​ 67.0 ​ 82.6 ​ 48.2 Operating income ​ 50.0 ​ 73.2 ​ 44.7 Other income (expense): ​ ​ ​ Investment income, net ​ ​ 1.6 ​ ​ 1.7 ​ ​ 1.1 Interest expense ​ (0.4) ​ (0.4) ​ (0.5) Gain on contributions to unconsolidated joint ventures ​ ​ — ​ ​ 0.7 ​ ​ 0.9 Equity in income from unconsolidated joint ventures ​ ​ 29.3 ​ ​ 23.6 ​ ​ 3.9 Other income (expense), net ​ 0.2 ​ 0.2 ​ (0.5) Total other income, net ​ 30.7 ​ 25.8 ​ 4.9 Income before income taxes ​ $ 80.7 ​ $ 99.0 ​ $ 49.6 ​ The following tables set forth our consolidated residential real estate revenue and cost of revenue activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ Units ​ ​ Cost of Gross Gross ​ ​ ​ Sold ​ Revenue ​ Revenue ​ Profit ​ Margin ​ ​ ​ Dollars in millions Consolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Homesites (a) ​ 912 ​ $ 107.2 ​ $ 56.8 ​ $ 50.4 ​ 47.0 % Total consolidated 912 ​ $ 107.2 ​ $ 56.8 ​ $ 50.4 47.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unconsolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Homes (b) ​ 659 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total consolidated and unconsolidated ​ 1,571 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Includes 82 entitled but undeveloped homesites sold within the SouthWood community.
The increase was primarily due to an increase in lodging revenue from The Pearl Hotel, which we acquired in December 2022; Embassy Suites by Hilton Panama City Beach Resort, which opened in April 2023; The Lodge 30A, which opened in February 2023; Home2 Suites by Hilton Santa Rosa Beach and Hotel Indigo Panama City Marina, which both opened in June 2023; Homewood Suites by Hilton Panama City Beach, which opened in March 2022; and new WaterColor Inn suites, which opened in June 2022.
The increase was primarily due to an increase in lodging revenue from Embassy Suites by Hilton Panama City Beach Resort, which opened in April 2023; The Lodge 30A, which opened in February 2023; Home2 Suites by Hilton Santa Rosa Beach and Hotel Indigo Panama City Marina, which both opened in June 2023.
The increase in lodging revenue was related to The Pearl Hotel, which we acquired in December 2022; Embassy Suites by Hilton Panama City Beach Resort, which opened in April 2023; The Lodge 30A, which opened in February 2023; Home2 Suites by Hilton Santa Rosa Beach, Hotel Indigo Panama City Marina and Camp Creek Inn, which opened in June 2023; Homewood Suites by Hilton Panama City Beach, which opened in March 2022; and new WaterColor Inn suites, which opened in June 2022.
The increase in lodging revenue was related to Embassy Suites by Hilton Panama City Beach Resort, which opened in April 2023; The Lodge 30A, which opened in February 2023; and Home2 Suites by Hilton Santa Rosa Beach, Hotel Indigo Panama City Marina and Camp Creek Inn, which all opened in June 2023.
The loan is secured by the real property and certain other Security Interests. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information . In 2019, Origins Crossings, LLC (the “Watersound Origins Crossings JV”) entered into a $44.0 million loan, as amended (the “Watersound Origins Crossings JV Loan”).
The loan is secured by the real property and certain other Security Interests. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information . In 2019, SJWCSL, LLC (the “Watercrest JV”) entered into a $22.5 million loan (the “Watercrest JV Loan”).
As of December 31, 2023 and 2022, we had various loans outstanding totaling $459.2 million and $391.4 million, respectively, with maturities from May 2024 through March 2064.
As of December 31, 2024 and 2023, we had various loans outstanding totaling $442.7 million and $459.2 million, respectively, with maturities from March 2025 through March 2064.
In addition to these properties, we have other commercial buildings and sites in various stages of planning and development. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Location ​ Completed Net Rentable Square Feet ​ Percentage Leased ​ ​ Square Feet Under Construction ​ Additional Planned Square Feet ​ Total Square Feet* Watersound Town Center ​ Walton County, FL ​ 137,921 ​ 83 % ​ 16,020 ​ 246,059 ​ 400,000 Watersound West Bay Center ​ Bay County, FL ​ — ​ N/A % ​ 3,346 ​ 496,654 ​ 500,000 FSU/TMH Medical Campus ​ Bay County, FL ​ — ​ N/A % ​ 78,670 ​ 241,330 ​ 320,000 ​ ​ ​ ​ 137,921 ​ 83 % ​ 98,036 ​ 984,043 ​ 1,220,000 * Total square feet are based on current estimates and are subject to change. ​ 32 Table of Contents Results of Operations Consolidated Results The following table sets forth a comparison of the results of our operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 ​ ​ In millions Revenue: ​ ​ ​ Real estate revenue ​ $ 186.0 ​ $ 115.9 ​ $ 164.6 Hospitality revenue ​ 152.4 ​ 97.2 ​ 75.3 Leasing revenue ​ 50.8 ​ 39.2 ​ 27.1 Total revenue ​ 389.2 ​ 252.3 ​ 267.0 Expenses: ​ ​ ​ Cost of real estate revenue ​ 88.0 ​ 50.8 ​ 61.4 Cost of hospitality revenue ​ 122.2 ​ 77.5 ​ 58.3 Cost of leasing revenue ​ 25.8 ​ 17.6 ​ 11.6 Corporate and other operating expenses ​ 23.8 ​ 22.1 ​ 23.0 Depreciation, depletion and amortization ​ 38.7 ​ 22.9 ​ 18.2 Total expenses ​ 298.5 ​ 190.9 ​ 172.5 Operating income ​ 90.7 ​ 61.4 ​ 94.5 Other income (expense): ​ ​ ​ Investment income, net ​ 13.3 ​ 9.9 ​ 7.2 Interest expense ​ (30.6) ​ (18.4) ​ (15.9) Gain on contributions to unconsolidated joint ventures ​ 0.7 ​ 2.7 ​ 3.6 Equity in income (loss) from unconsolidated joint ventures ​ ​ 22.7 ​ ​ 26.0 ​ ​ (0.9) Other income, net ​ 3.2 ​ 13.0 ​ 10.2 Total other income, net ​ 9.3 ​ 33.2 ​ 4.2 Income before income taxes ​ 100.0 ​ 94.6 ​ 98.7 Income tax expense ​ (26.0) ​ (24.4) ​ (25.0) Net income ​ $ 74.0 ​ $ 70.2 ​ $ 73.7 ​ Results of operations in this Form 10-K generally discusses 2023 and 2022 items and comparisons.
In addition to these properties, we have other commercial buildings and sites in various stages of planning and development. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Location ​ Completed Net Rentable Square Feet ​ Percentage Leased ​ ​ Square Feet Under Construction ​ Additional Planned Square Feet ​ Total Square Feet* Watersound Town Center ​ Walton County, FL ​ 155,962 ​ 86 % ​ — ​ 244,038 ​ 400,000 Watersound West Bay Center ​ Bay County, FL ​ 3,366 ​ 100 % ​ — ​ 496,634 ​ 500,000 FSU/TMH Medical Campus ​ Bay County, FL ​ 78,670 ​ 100 % ​ — ​ 241,330 ​ 320,000 ​ ​ ​ ​ 237,998 ​ 91 % ​ — ​ 982,002 ​ 1,220,000 * Total square feet are based on current estimates and are subject to change. ​ 32 Table of Contents Results of Operations Consolidated Results The following table sets forth a comparison of the results of our operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ In millions Revenue: ​ ​ ​ Real estate revenue ​ $ 143.2 ​ $ 186.0 ​ $ 115.9 Hospitality revenue ​ 199.2 ​ 152.4 ​ 97.2 Leasing revenue ​ 60.3 ​ 50.8 ​ 39.2 Total revenue ​ 402.7 ​ 389.2 ​ 252.3 Expenses: ​ ​ ​ Cost of real estate revenue ​ 70.3 ​ 88.0 ​ 50.8 Cost of hospitality revenue ​ 136.4 ​ 122.2 ​ 77.5 Cost of leasing revenue ​ 28.8 ​ 25.8 ​ 17.6 Corporate and other operating expenses ​ 25.2 ​ 23.8 ​ 22.1 Depreciation, depletion and amortization ​ 46.4 ​ 38.7 ​ 22.9 Total expenses ​ 307.1 ​ 298.5 ​ 190.9 Operating income ​ 95.6 ​ 90.7 ​ 61.4 Other income (expense): ​ ​ ​ Investment income, net ​ 13.5 ​ 13.3 ​ 9.9 Interest expense ​ (33.6) ​ (30.6) ​ (18.4) Gain on contributions to unconsolidated joint ventures ​ — ​ 0.7 ​ 2.7 Equity in income from unconsolidated joint ventures ​ ​ 23.6 ​ ​ 22.7 ​ ​ 26.0 Other (expense) income, net ​ (0.7) ​ 3.2 ​ 13.0 Total other income, net ​ 2.8 ​ 9.3 ​ 33.2 Income before income taxes ​ 98.4 ​ 100.0 ​ 94.6 Income tax expense ​ (26.0) ​ (26.0) ​ (24.4) Net income ​ $ 72.4 ​ $ 74.0 ​ $ 70.2 ​ Results of operations in this Form 10-K generally discusses 2024 and 2023 items and comparisons.

… 203 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed5 unchanged
Biggest changeAs of December 31, 2023, we had variable-rate debt outstanding totaling $196.7 million, of which $41.5 million was swapped to a fixed interest rate. As of December 31, 2023, the weighted average interest rate on our variable rate loans, excluding the swapped portion, based on SOFR was 7.6%.
Biggest changeAs of December 31, 2024, we had variable-rate debt outstanding totaling $184.6 million, of which $40.7 million was swapped to a fixed interest rate. As of December 31, 2024, the weighted average interest rate on our variable rate loans, excluding the swapped portion, based on SOFR was 6.5%.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks primarily from interest rate fluctuations. We have investments in short-term U.S. Treasury Bills that have fixed interest rates for which changes in interest rates generally affect the fair value of the investment, but not the earnings or cash flows.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks primarily from interest rate fluctuations. We have investments in short-term U.S. Treasury Bills classified as cash equivalents that have fixed interest rates for which changes in interest rates generally affect the fair value of the investment, but not the earnings or cash flows.
We have historically been exposed, and in the future may again be exposed, to credit risk associated with Securities and these instruments are subject to price fluctuations as a result of changes in the financial market’s assessment of issuer credit quality, increases in delinquency and default rates, changes in prevailing interest rates and other economic factors.
We have historically been exposed, and in the future may again be exposed, to credit risk associated with Securities and these instruments are subject to price fluctuations as a result of changes in the financial market’s assessment of 54 Table of Contents issuer credit quality, increases in delinquency and default rates, changes in prevailing interest rates and other economic factors.
Based on the outstanding balance of these loans as of December 31, 2023, a hypothetical 100 basis point increase in the applicable rate would result in an increase to our annual interest expense of $1.6 million. See Note 6. Financial Instruments and Fair Value Measurements and Note 10.
Based on the outstanding balance of these loans as of December 31, 2024, a hypothetical 100 basis point increase in the applicable rate would result in an increase to our annual interest expense of $1.4 million. See Note 6. Financial Instruments and Fair Value Measurements and Note 10.
A hypothetical 100 basis point increase in interest rates would result in a decrease of $0.1 million in the market value of these investments as of December 31, 2023.
A hypothetical 100 basis point increase in interest rates would result in a decrease of less than $0.1 million in the market value of these investments as of December 31, 2024.

Other JOE 10-K year-over-year comparisons