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.
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; ● 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. 10 Table of Contents The construction and building industry, similar to many other industries, has 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 for consumers, rapidly evolving trade and tariff policies and disputes, labor shortages and geopolitical conflicts, instabilities and tensions.
If borrowing standards are tightened and/or the federal government were to reduce or eliminate these mortgage loan programs (including due to any failure of lawmakers to agree on a budget or appropriation legislation to fund relevant programs or operations) or if mortgage rates continue to increase generally, it would likely make it more difficult for potential purchasers of our products, including our homebuilder customers to obtain acceptable financing, which may have a negative effect on demand in our communities. ● Climate Regulation .
If borrowing standards are tightened and/or the federal government were to reduce or eliminate these mortgage loan programs (including due to any failure of lawmakers to agree on a budget or appropriation legislation to fund relevant programs or operations) or if mortgage rates increase generally, it would likely make it more difficult for potential purchasers of our products, including our homebuilder customers to obtain acceptable financing, which may have a negative effect on demand in our communities. ● Climate Regulation .
The future economic growth of Northwest Florida will largely depend on the ability and willingness of state and local governments, in combination with the private sector, to plan and complete significant infrastructure improvements in the region, such as new or existing transportation hubs, roads, rail, pipeline, medical facilities and schools and to attract families and companies offering high-quality and high salary jobs.
The future economic growth of Northwest Florida will largely depend on the ability and willingness of state and local governments, in combination with the private sector, to plan and complete significant infrastructure improvements in the region, such as new or existing transportation hubs, roads, bridges, rail, pipeline, medical facilities and schools and to attract families and companies offering high-quality and high salary jobs.
These changes and others may have a material impact on how we record and report our financial condition and results of operations. In some cases, we may be required to apply a new or revised standard retroactively, resulting in potentially material restatements of prior period financial statements. Changes to U.S. tax laws may materially affect us. ● Income Tax .
These changes and others may have a material impact on how we record and report our financial condition and results of operations. In some cases, we may be required to apply a new or revised standard retroactively, resulting in potentially material restatements of prior period financial statements. Changes to U.S. tax laws may materially affect us.
Nonetheless, should we experience increased cancellations as a result of such macroeconomic factors, our business could be adversely impacted. Further, with regard to our residential segment, revenues from homesite sales can fluctuate period-to-period due to variations in the mix of sales from different communities, as well as other variations in product mix.
Nonetheless, should we experience increased cancellations as a result of such macroeconomic factors, our business could be adversely impacted. Further, with regard to our residential segment, revenues from homesite sales can fluctuate significantly from period to period due to variations in the mix of sales from different communities, as well as other variations in product mix.
Purchasers of our real estate products may obtain mortgage loans to finance a substantial portion of the purchase price or may need to obtain mortgage loans to finance the construction costs of homes to be built on homesites purchased from us. Homebuilder customers depend on retail purchasers who rely on mortgage financing.
Purchasers of our real estate products may obtain mortgage loans to finance a substantial portion of the purchase price or may need to obtain mortgage loans to finance the construction of homes to be built on homesites purchased from us. Homebuilder customers depend on retail purchasers who rely on mortgage financing.
Our financing arrangements contain customary representations and warranties, as well as customary affirmative and negative covenants that restrict some of our activities. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
Our financing arrangements contain customary representations and warranties, as well as customary affirmative and negative covenants that restrict some of our activities. See Note 9. Debt, Net included in Item 15 of this Form 10-K for additional information.
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.
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, homes and commercial real estate and attract and retain experienced real estate sales, leasing and development personnel.
Changes in the tax laws, or in the interpretation or enforcement of existing tax laws, could increase our state and federal tax rates and subject our business to audits, inquiries and legal challenges from taxing authorities.
Future changes in the tax laws, or in the interpretation or enforcement of existing tax laws, could increase our state and federal tax rates and subject our business to audits, inquiries and legal challenges from taxing authorities.
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.
For example, in the years ended December 31, 2025, 2024 and 2023, our equity in income from the unconsolidated Latitude Margaritaville Watersound JV accounted for over 20% of our pre-tax income.
Alternatively, increases in consumer spending through e-commerce channels may significantly affect our tenants’ ability to generate sales in their stores, which could affect their ability to make payments to us.
Alternatively, increases in consumer spending through e-commerce channels may significantly affect our tenants’ ability to generate sales, which could affect their ability to make payments to us.
Given these fluctuations in product mix, revenues from our residential segment may significantly vary from period to period. In addition, real estate approvals may be subject to third-party responses. It is not uncommon for delays to occur, which affect the timing of transaction closings and may also impact the terms and conditions of the transaction.
Given these fluctuations revenues from our residential segment may significantly vary from period to period. In addition, real estate approvals may be subject to third-party responses. It is not uncommon for delays to occur, which affect the timing of transaction closings and may also impact the terms and conditions of the transaction.
We may be subject to risks from changes in certain governmental policies. ● Mortgage Rates . The availability of mortgage financing is significantly influenced by governmental entities such as the Federal Housing Administration, Veteran’s Administration and Government National Mortgage Association and government-sponsored enterprises known as Fannie Mae and Freddie Mac.
We may be subject to risks from changes in certain governmental policies. ● Mortgage Rates . The availability of mortgage financing is significantly influenced by governmental entities such as the Federal Housing Administration, Veterans Administration and Government National Mortgage Association and government-sponsored enterprises known as Fannie Mae and Freddie Mac.
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.
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.
To offset negative insurance market trends, we may decide to self-insure additional risks. In the even that we decide to self-insure, if we experience a greater number of self-insured losses than we anticipate, our financial performance could be adversely affected.
To offset negative insurance market trends, we may decide to self-insure additional risks. In the event that we decide to self-insure additional risks, if we experience a greater number of self-insured losses than we anticipate, our financial performance could be adversely affected.
Increased seasonal wages or an inadequate workforce may have a material adverse effect on our business, results of operations, cash flows and financial condition. Risks associated with cybersecurity. We are reliant on computers and digital technology, including certain technology systems from third-party vendors which we use to operate our business which are not under our control.
Increased seasonal wages, an inadequate workforce or increased related labor costs may have a material adverse effect on our business, results of operations, cash flows and financial condition. Risks associated with cybersecurity. We are reliant on computers and digital technology, including certain technology systems from third-party vendors, which we use to operate our business, which are not under our control.
Local governments are prohibited from issuing development orders or permits if the development will reduce the level of service for public facilities below the level of service established in the local government’s comprehensive plan, unless the developer either sufficiently improves the services up front to meet the required level of service or provides financial assurances that the additional services will be provided as the project progresses.
Local governments are prohibited from issuing development orders or permits if the development will reduce the level of service for public facilities below the level of service established in the local government’s comprehensive plan, unless the developer either sufficiently improves the services up front to meet the required level of service or provides 14 Table of Contents financial assurances that the additional services will be provided as the project progresses.
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.
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.
New endeavors may involve new risks and uncertainties and may amplify existing risks, including additional competition, distraction of management from current operations, greater-than-expected liabilities and expenses, economic, political, legal and regulatory challenges associated with operating in new businesses or product lines, inadequate return on capital and potential impairment of tangible and intangible assets.
New endeavors may involve new risks and uncertainties and 9 Table of Contents may amplify existing risks, including additional competition, distraction of management from current operations, greater-than-expected liabilities and expenses, economic, political, legal and regulatory challenges associated with operating in new businesses or product lines, inadequate return on capital and potential impairment of tangible and intangible assets.
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.
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, instabilities or tensions, 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.
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 .
These changes, or changes in other environmental laws or their 15 Table of Contents 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 .
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.
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 is subject to the risk of homebuilder concentration.
If we are unable to obtain sufficient numbers of seasonal workers, through the J-1 and H-2B programs or otherwise, we may not be able to recruit and hire adequate personnel, and material increases in the cost of securing our workforce may be possible in the future.
If we are unable to obtain sufficient numbers of seasonal workers, through the J-1 and H-2B programs or otherwise, we may not be able to 16 Table of Contents recruit and hire adequate personnel, and material increases in the cost of securing our workforce may be possible in the future.
If we lose our ability to, or decide not to, self-insure these risks, our insurance cost could materially increase and we may find it difficult to obtain adequate levels of insurance coverage. Our commercial segment is subject to risks associated with the financial condition of our commercial tenants.
If we lose our ability to, or decide not to, self-insure these additional risks, our insurance costs could materially increase and we may find it difficult to obtain adequate levels of insurance coverage. Our commercial segment is subject to risks associated with the financial condition of our commercial tenants.
If one or more of our tenants, particularly an anchor tenant, declares bankruptcy, defaults or voluntarily vacates from the leased premises, we may be unable to collect rent payments from such tenant, re-lease such space or to re-lease it on comparable or more favorable terms.
If one or more of our tenants, particularly an anchor tenant, declares bankruptcy, defaults or voluntarily vacates from the leased premises, we may be unable to collect rent payments from such tenant, re-lease such space or to re-lease it on 12 Table of Contents comparable or more favorable terms.
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.
The occurrence of natural 13 Table of Contents 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.
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.
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 8 Table of Contents targeted occupancy levels within expected timeframes as well as the risks generally associated with real estate development.
Hospitality 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.
Hospitality 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 may dramatically change demand and pricing for products and services.
While our hedging strategy is designed to minimize the impact of increases in interest rates applicable to some of our variable rate debt, there can be no guarantee that our hedging strategy will be effective, and we may experience credit-related losses in some circumstances. See Note 6. Financial Instruments and Fair Value Measurements and Note 10.
While our hedging strategy is designed to minimize the impact of increases in interest rates applicable to some of our variable rate debt, there can be no guarantee that our hedging strategy will be effective, and we may experience credit-related losses in some circumstances. See Note 5. Financial Instruments and Fair Value Measurements and Note 9.
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.
The declaration and payment of any future dividends and future decisions with respect to share purchases 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.
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.
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.
Treasury Bills 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.
Treasury Bills and these instruments are subject to price fluctuations as a result of changes in the financial market’s assessment of issuer credit quality, changes in prevailing interest rates and other economic factors.
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.
Item 1A. Risk Factors Forward-Looking Statements This Form 10-K 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.
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 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.
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, currently classified as cash equivalents, 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.
For example, the SEC recently adopted rules requiring the disclosure of cybersecurity incidents that we determine to be “material,” to be made within four business days of such determination, which can be complex, requiring a number of assumptions based on several factors.
For example, the SEC requires the disclosure of cybersecurity incidents that we determine to be “material,” to be made within four business days of such determination, which can be complex, requiring a number of assumptions based on several factors.
In addition, the real estate market is subject to downturns, and our business is especially sensitive to economic conditions in Northwest Florida, where our developments and assets are located, and, more broadly, the Southeast region of the U.S., which in the past has produced a high percentage of customers for our products.
In addition, the real estate market is subject to downturns, and our business is especially sensitive to economic conditions in Northwest Florida, where our developments and assets are located, and, more broadly, the Southeast region of the United States (“U.S.”), which in the past has produced a high percentage of customers for our products.
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.
While in recent 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.
Potential impacts of climate change have begun to influence governmental authorities, consumer behavior patterns and the general business environment of the U.S., including, but not limited to, energy-efficiency measures, water use measures and land-use practices.
Potential impacts of climate change have previously influenced governmental authorities, consumer behavior patterns and the general business environment of the U.S., including, but not limited to, energy-efficiency measures, water use measures and land-use practices.
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.
In certain instances, these guarantees provide for the full payment and performance of the borrower. See Note 9. Debt, Net and Note 19. Commitments and Contingencies included in Item 15 of this Form 10-K for additional information.
There can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, persons inside our organization or persons with access to systems, energy blackouts, natural disasters, terrorism, war, and other significant disruptions of our networks and related systems, or disruptions would not be successful or damaging.
There can be no assurance that our security efforts and measures, or those of our third-party vendors, with which we interact, will be effective or that attempted security breaches or disruptions, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, persons inside our organization or persons with access to systems, energy blackouts, natural disasters, terrorism, war, and other significant disruptions of our networks and related systems, or disruptions would not be successful or damaging.
We are highly dependent on homebuilders to be the primary customers for our homesites and to provide construction services in our residential developments. As of December 31, 2024, we had 20 different homebuilders within our residential communities.
We are highly dependent on homebuilders to be the primary customers for our homesites and to provide construction services in our residential developments. As of December 31, 2025, we had 18 different homebuilders within our residential communities.
Mortgage financing issues, including lack of supply of mortgage loans, tightened lending requirements and increases in interest rates, may reduce demand for our products.
Mortgage financing issues, including lack of supply of mortgage loans, tightened lending requirements and elevated interest rates, may reduce demand for our products.
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.
Although hospitality revenue has continued to grow in recent years, the following factors, among others, are common to the hospitality industry, and may reduce the revenues generated by hotel properties, food and beverage operations, golf courses, beach clubs, marinas and other entertainment offerings or the rate at which they are generated: ● 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 11 Table of Contents participation and is based on discretionary consumer spending; ● increased labor costs and shortages of skilled labor; ● inclement weather conditions; ● cyclical downturns in the hospitality industry; ● 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 insurance 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.
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.
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.
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.
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.
Failure of such third parties to adequately perform their contracted services may negatively impact our ability to retain customers. As a result, any such failure may negatively impact our results of operations, cash flows and financial condition. Public health emergencies could adversely affect our business.
Failure of such third parties to adequately perform their contracted services may negatively impact our ability to retain customers. As a result, any such failure may negatively impact our results of operations, cash flows and financial condition.
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.
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.
Our future revenues will also depend on individuals seeking retirement or 13 Table of Contents vacation homes in Northwest Florida.
Our future revenues will also depend on individuals seeking retirement or vacation homes in Northwest Florida.
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.
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 in our operations and investments.
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.
As of December 31, 2025, we had approximately $1,004.9 million of real estate investments, $66.1 million of investment in unconsolidated joint ventures and $41.3 million of property and equipment, net recorded on our books at depreciated cost basis, subject to impairment testing.
These terms are determined based on retaining an acceptable level of risk at a reasonable cost. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay the full current market value or current replacement cost of our lost investment.
We use our discretion when determining amounts, coverage limits and deductibles for insurance. These terms are determined based on retaining an acceptable level of risk. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay the full current market value or current replacement cost of our lost investment.
If we were to become obligated to perform on any of these guarantees, our results of operations, cash flows and financial condition may be adversely affected. We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates .
If we were to become obligated to perform on any of these guarantees, our results of operations, cash flows and financial condition may be adversely affected. We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on certain loans and refinance outstanding debt prior to or in connection with its maturity .
If market conditions experience volatility or worsen, tenant and other customers’ demand may materially decline. For example, over the past several years, we have faced macroeconomic headwinds caused by, among other things, inflation, elevated interest rates, higher insurance costs, supply chain disruptions, financial institution disruptions and geopolitical conflicts, which impacted buyer sentiment.
If market conditions experience volatility or worsen, tenant and other customers’ demand may materially decline. For example, over the past several years, we have faced macroeconomic headwinds caused by, among other things, overall consumer confidence, inflation, elevated interest rates, higher insurance costs for consumers and uncertainty over tariffs, all of which impacted buyer sentiment.
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 .
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. We may be subject to periodic litigation and other regulatory proceedings.
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.
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.
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.
Approval to develop real property entails an extensive entitlements process involving multiple and overlapping regulatory jurisdictions and often requiring discretionary action by local governments. This process is often political, uncertain and may require significant exactions in order to secure approvals.
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.
In 2025, we paid cash dividends of $0.14 per share on our 18 Table of Contents common stock in each of the first three quarters, and $0.16 per share in the fourth quarter, and we currently expect to continue to pay quarterly dividends.
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.
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.
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.
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.
Strategic and Competitive Risks We may not be able to successfully implement our business strategy. Our business strategy consists of developing our residential real estate and expanding the scope of our hospitality assets and services, our commercial portfolio of income producing properties and our other ventures to build recurring revenues and enhance enterprise value, while always maintaining sufficient enterprise liquidity.
Our business strategy consists of developing our residential real estate and expanding the scope of our hospitality assets and services, our commercial portfolio of 7 Table of Contents income producing properties and our other ventures to build recurring revenues and enhance enterprise value, while maintaining sufficient enterprise liquidity. Our strategy also includes operating a portion of our business through JVs.
We have historically relied on the J-1 and H-2B visa programs to bring workers to the U.S. to fill seasonal staffing needs and ensure that we have the appropriate workforce in place.
We have historically relied on the J-1 and H-2B visa programs to bring workers to the U.S. to fill seasonal staffing needs and ensure that we have the appropriate workforce in place. Our ability to recruit and retain seasonal hospitality staff may be adversely affected by changes in immigration policy and administration of non-immigrant visa programs.
The risks described below are not the only risks facing us. Moreover, we operate in a very competitive and rapidly changing environment.
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.
We maintain insurance on our properties, including property, liability, fire, flood and extended coverage. However, we do not insure our timber assets. Additionally, our insurance for hurricanes has limitations per named storm and is subject to deductibles. We use our discretion when determining amounts, coverage limits and deductibles for insurance.
We maintain insurance on our properties, including property, liability, fire, flood and extended coverage, but capacity constraints in the Florida insurance market may limit availability of desired coverages or materially increase costs. We do not insure our timber assets. Additionally, our insurance for hurricanes has limitations per named storm and is subject to deductibles.
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.
FCM and its client, The Fairholme Fund, a series of investments originating from Fairholme Funds, Inc., may be deemed affiliates of ours.
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.
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.
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 .
Accordingly, there can be no assurance that our dividends or stock repurchases will continue at the same levels, or at all. Item 1B. Unresolved Staff Comments None.
Our business strategy includes the development and leasing of multi-family and senior living properties, management of commercial properties and commercial assets for sale.
Our leasing projects are subject to a variety of risks that could impact returns. Our business strategy includes the development and leasing of multi-family properties, management of commercial properties and commercial assets for lease.
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.
While demand across our segments remained strong despite these challenges, if conditions worsen, such conditions could adversely impact our business and our ability to successfully execute our business strategy. 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.
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.
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.
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.
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. 17 Table of Contents In addition, companies across many industries have faced scrutiny from lawmakers, regulators, investors, customers, employees and other stakeholders related to their sustainability practices, including those related to the environment, climate, human rights and governance transparency.
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.
Additionally, investor advocacy groups, including sustainability-focused investor advocacy groups, certain institutional investors, investment funds and other influential investors have also been focused on sustainability practices. Legal and regulatory requirements, as well as stakeholder expectations, on sustainability practices and disclosures are subject to change, can be unpredictable, and may be difficult and expensive for us to comply with.
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.
Additionally, development of leasing projects involves the risk associated with the significant time lag between commencement and completion of the project.
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.
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. LEGAL, REGULATORY, AND LITIGATION RISK We are subject to various existing government regulations. ● Development and Land Use Requirements .
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.
Additionally, the emergence of artificial intelligence has provided additional tools for those who perpetrate these attacks, including through social engineering, the development of customized malware, and an enhanced ability to evade detection. 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.
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.
Risks RELATED to our existing ownership structure Our largest shareholder controls approximately 33.8% of our common stock, which may limit our minority shareholders’ ability to influence corporate matters. As of December 31, 2025, based on public filings, clients of Fairholme Capital Management, L.L.C. (“FCM”), an investment advisor registered with the SEC, beneficially owned approximately 33.8% of our common stock.
We have implemented various measures to manage the risk of a security breach or disruption.
We have implemented various measures to manage the risk of a security breach or disruption that are based in part on the Payment Card Industry Data Security Standard, the National Institute of Standard and Technology, and the System and Organization Controls, all of which are integrated into our overall enterprise risk management program.