Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number: 1-10466
The St. Joe Company
(Exact name of registrant as specified in its charter)
Florida
59-0432511
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
130 Richard Jackson Boulevard, Suite 200
Panama City Beach, Florida
32407
(Address of principal executive offices)
(Zip Code)
(850) 231-6400
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Exchange on Which Registered
Common Stock, no par value
JOE
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☑ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☑ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑
As of July 27, 2026, there were 56,930,451 shares of common stock, no par value, outstanding.
THE ST. JOE COMPANY
INDEX
Page No.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
3
Condensed Consolidated Balance Sheets - June 30, 2026 and December 31, 2025
Condensed Consolidated Statements of Income - Three and Six Months Ended June 30, 2026 and 2025
5
Condensed Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2026 and 2025
6
Condensed Consolidated Statements of Equity - Three and Six Months Ended June 30, 2026 and 2025
7
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2026 and 2025
9
Notes to the Condensed Consolidated Financial Statements
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
47
Item 3. Quantitative and Qualitative Disclosures About Market Risk
77
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
78
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
79
SIGNATURES
2
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
June 30,
December 31,
2026
2025
ASSETS
Investment in real estate, net
$
990,775
1,004,858
Investment in unconsolidated joint ventures
70,274
66,052
Cash and cash equivalents
117,315
129,614
Other assets
91,581
73,782
Property and equipment, net of accumulated depreciation of $112,969 and $105,175 as of June 30, 2026 and December 31, 2025, respectively
35,981
41,314
Investments held by special purpose entities
202,421
202,806
Total assets
1,508,347
1,518,426
LIABILITIES AND EQUITY
Liabilities:
Debt, net
370,324
391,159
Accounts payable and other liabilities
63,687
48,297
Deferred revenue
62,370
58,663
Deferred tax liabilities, net
60,003
65,861
Senior Notes held by special purpose entity
178,996
178,821
Total liabilities
735,380
742,801
Commitments and contingencies (Note 17)
Equity:
Common stock, no par value; 180,000,000 shares authorized; 57,572,323 and 57,547,307 issued at June 30, 2026 and December 31, 2025, respectively; and 56,991,651 and 57,547,307 outstanding at June 30, 2026 and December 31, 2025, respectively
230,176
229,506
Retained earnings
572,259
536,190
Accumulated other comprehensive income
463
594
Treasury stock at cost, 580,672 shares held at June 30, 2026
(38,437)
—
Total stockholders’ equity
764,461
766,290
Non-controlling interest
8,506
9,335
Total equity
772,967
775,625
Total liabilities and equity
See accompanying notes to the condensed consolidated financial statements.
The following presents the portion of the condensed consolidated balances attributable to the Company’s consolidated joint ventures (“JV”), which as of June 30, 2026 and December 31, 2025, include the Pier Park North JV (“Pier Park North JV”), Pier Park Crossings LLC (“Pier Park Crossings JV”), Origins Crossings, LLC (“Watersound Origins Crossings JV”), Pier Park Crossings Phase II LLC (“Pier Park Crossings Phase II JV”), Mexico Beach Crossings, LLC (“Mexico Beach Crossings JV”), Pier Park Resort Hotel, LLC (“Pier Park Resort Hotel JV”), the 30A Greenway Hotel, LLC (“The Lodge 30A JV”), Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC. As of December 31, 2025, condensed consolidated balances attributable to the Company’s JVs also include SJWCSL, LLC (“Watercrest JV”). See Note 2. Summary of Significant Accounting Policies. Basis of Presentation and Principles of Consolidation and Note 4. Joint Ventures for additional information. The following assets may only be used to settle obligations of the consolidated JVs and the following liabilities are only obligations of the consolidated JVs and do not have recourse to the general credit of the Company, except for covenants and guarantees discussed in Note 8. Debt, Net.
226,264
230,380
6,001
4,788
11,195
10,930
Property and equipment, net
8,038
10,219
453,919
459,123
LIABILITIES
246,678
248,713
7,401
6,327
164
323
433,239
434,184
4
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share amounts)
Three Months Ended
Six Months Ended
Revenue:
Real estate revenue
69,583
43,828
109,282
82,147
Hospitality revenue
74,229
68,746
118,915
108,382
Leasing revenue
15,017
16,508
29,676
32,750
Total revenue
158,829
129,082
257,873
223,279
Expenses:
Cost of real estate revenue (a)
35,657
23,804
57,212
42,643
Cost of hospitality revenue (a)
43,738
42,251
77,569
74,655
Cost of leasing revenue (a)
6,012
7,639
11,729
14,989
Corporate and other operating expenses (a)
7,261
6,442
15,635
13,022
Depreciation, depletion and amortization
11,387
11,986
22,777
24,117
Total expenses
104,055
92,122
184,922
169,426
Operating income
54,774
36,960
72,951
53,853
Other income (expense):
Investment income, net
3,262
3,202
6,532
6,630
Interest expense
(6,880)
(7,760)
(13,974)
(15,535)
Equity in income from unconsolidated joint ventures
4,474
7,547
7,999
17,705
Other expense, net
(532)
(226)
(613)
(454)
Total other income (expense), net
324
2,763
(56)
8,346
Income before income taxes
55,098
39,723
72,895
62,199
Income tax expense
(14,117)
(9,949)
(18,627)
(15,757)
Net income
40,981
29,774
54,268
46,442
Net (income) loss attributable to non-controlling interest
(508)
(250)
139
543
Net income attributable to the Company
40,473
29,524
54,407
46,985
NET INCOME PER SHARE ATTRIBUTABLE TO THE COMPANY
Basic
0.71
0.51
0.95
0.81
Diluted
WEIGHTED AVERAGE SHARES OUTSTANDING
57,157,550
58,057,268
57,320,392
58,150,138
57,173,162
58,062,291
57,339,624
58,159,589
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income:
Other comprehensive income (loss):
Interest rate swap
85
(5)
265
(219)
Interest rate swap - unconsolidated joint venture
8
Reclassification of net realized gain included in earnings
(252)
(355)
(512)
(708)
Total before income taxes
(167)
(352)
(247)
(921)
Income tax benefit
30
64
44
167
Total other comprehensive loss, net of tax
(137)
(288)
(203)
(754)
Total comprehensive income, net of tax
40,844
29,486
54,065
45,688
Total comprehensive (income) loss attributable to non-controlling interest
(458)
(150)
211
804
Total comprehensive income attributable to the Company
40,386
29,336
54,276
46,492
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Accumulated
Common Stock
Other
Outstanding
Retained
Comprehensive
Treasury
Non-controlling
Shares
Amount
Earnings
Income (Loss)
Stock
Interest
Total
Balance at March 31, 2026
57,494,746
229,833
540,911
550
(5,421)
8,524
774,397
Capital distributions to non-controlling interest
(476)
Issuance of restricted stock, net of forfeitures
(3,395)
Stock based compensation expense
343
Repurchase of common stock, including excise tax
(499,700)
(33,016)
Dividends ($0.16 per share)
(9,125)
Other comprehensive loss, net of tax
(87)
(50)
508
Balance at June 30, 2026
56,991,651
Balance at March 31, 2025
58,222,315
268,978
463,488
1,114
(5,728)
11,201
739,053
(165)
305
(235,400)
(10,608)
Dividends ($0.14 per share)
(8,121)
(188)
(100)
250
Balance at June 30, 2025
57,986,915
269,283
484,891
926
(16,336)
11,186
749,950
Accumulated Other
Balance at December 31, 2025
57,547,307
Capital contributions from non-controlling interest
50
(668)
25,016
Repurchase of restricted stock withheld for taxes
(4,835)
(333)
670
(575,837)
(38,104)
Dividends ($0.32 per share)
(18,338)
(131)
(72)
Net income (loss)
(139)
Balance at December 31, 2024
58,326,521
268,668
454,193
1,419
12,455
736,735
(465)
Issuance of restricted stock
19,408
615
(359,014)
Dividends ($0.28 per share)
(16,287)
(493)
(261)
(543)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Stock based compensation
(7,999)
(17,705)
Distribution of earnings from unconsolidated joint ventures
7,050
13,466
Deferred income tax
(5,814)
(740)
Cost of real estate sold
46,700
39,562
Expenditures for and acquisition of real estate to be sold
(28,633)
(54,957)
Accretion income and other
(563)
(964)
Amortization of debt issuance costs
404
452
Loss on disposal of property and equipment
58
Loss on extinguishment of debt
98
86
Changes in operating assets and liabilities:
(18,769)
(2,078)
3,757
1,126
12,229
10,599
Net cash provided by operating activities
86,179
60,079
Cash flows from investing activities:
Expenditures for operating property
(13,044)
(11,751)
Expenditures for property and equipment
(2,974)
(2,522)
Proceeds from the disposition of assets
19
67
Capital contributions to unconsolidated joint ventures
(3,291)
(2,113)
Maturities of assets held by special purpose entities
415
Net cash used in investing activities
(18,875)
(15,904)
Cash flows from financing activities:
(37,928)
(16,257)
Payments for taxes withheld on vested restricted stock awards
Dividends paid
(18,345)
(16,293)
Borrowings on debt
27,832
Principal payments for debt
(21,804)
(38,035)
Principal payments for finance leases
(171)
(66)
Debt issuance costs
(384)
Net cash used in financing activities
(79,199)
(43,668)
Net (decrease) increase in cash, cash equivalents and restricted cash
(11,895)
507
Cash, cash equivalents and restricted cash at beginning of the period
136,511
96,316
Cash, cash equivalents and restricted cash at end of the period
124,616
96,823
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows.
88,158
Restricted cash included in other assets
7,301
8,665
Total cash, cash equivalents and restricted cash shown in the accompanying condensed consolidated statements of cash flows
Restricted cash includes amounts reserved as a requirement of financing, development for certain of the Company’s projects or long-term mitigation bank management.
Cash paid during the period for:
Interest, net of interest rate swap
13,540
15,071
Federal income taxes, net
17,002
11,400
State income taxes, net
5,000
2,950
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new or modified finance lease liabilities, net of terminations
623
274
Right-of-use assets obtained in exchange for new or modified operating lease liabilities, net of terminations
(122)
(152)
Increase in Community Development District debt, net
642
Transfers of expenditures for operating property to property and equipment
344
435
Increase in expenditures for operating properties and property and equipment financed through accounts payable
1,856
375
Unrealized gain (loss) on cash flow hedges
Excise tax payable on repurchase of common stock
176
897
10
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, unless otherwise stated)
1. Nature of Operations
The St. Joe Company together with its consolidated subsidiaries (“St. Joe” or the “Company”) is a diversified Florida real estate development, asset management and operating company with all of its real estate assets and operations in Northwest Florida. Approximately 87% of the Company’s real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of the Company’s real estate land holdings are located within fifteen miles of the Gulf of America, formerly known as the Gulf of Mexico (the “Gulf”).
The Company conducts primarily all of its business in the following three reportable segments: 1) residential, 2) hospitality and 3) commercial. See Note 16. Segment Information for additional information.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The unaudited interim condensed consolidated financial statements include the accounts of the Company and all of its majority-owned and controlled subsidiaries, voting interest entities where the Company has a majority voting interest or control and variable interest entities where the Company deems itself the primary beneficiary. Investments in JVs in which the Company is not the primary beneficiary, or a voting interest entity where the Company does not have a majority voting interest or control, but has significant influence are unconsolidated and accounted for by the equity method of accounting. All significant intercompany transactions and balances have been eliminated in consolidation. The December 31, 2025 condensed consolidated balance sheet amounts have been derived from the Company’s December 31, 2025 audited consolidated financial statements. Certain prior period amounts in the accompanying condensed consolidated financial statements have been reclassified to conform to the current year presentation. The reclassifications had no effect on the Company’s previously reported total assets and liabilities, equity or net income. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.
A variable interest entity (“VIE”) is an entity in which a controlling financial interest may be achieved through arrangements that do not involve voting interests. A VIE is required to be consolidated by its primary beneficiary, which is the entity that possesses the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary of the VIE. The Company continues to evaluate whether it is the primary beneficiary as needed when assessing reconsideration events. See Note 4. Joint Ventures for additional information.
The unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments that in the opinion of management are necessary for fair presentation of the information contained herein. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company adheres to the same accounting policies in preparation of its unaudited interim condensed consolidated financial statements as the Company’s December 31, 2025 annual financial statements, except for any recently adopted accounting pronouncements. As required under GAAP, interim accounting for certain expenses, including income taxes, are based on full year assumptions. For interim financial reporting purposes, income taxes are recorded based upon estimated annual income tax rates.
Concentration of Risks and Uncertainties
All of the Company’s real estate assets are concentrated in Northwest Florida. Uncertain economic conditions could have an adverse impact on the Company’s operations and asset values.
While macroeconomic factors such as uncertainty over tariffs, continued inflation, geopolitical conflicts, elevated interest rates and higher insurance costs for consumers and overall consumer confidence, among other things, continued to produce economic headwinds and impacted buyer sentiment in many parts of the country, the Company’s segments continued to generate positive financial results through the first six months of 2026. The Company believes this is primarily due to the continued growth of Northwest Florida as a result of net migration, which the Company attributes to the region’s high quality of life, natural beauty and outstanding amenities.
Elevated interest rates, market conditions in home states, and higher insurance costs have negatively impacted or delayed the ability of some buyers to obtain financing or sell their existing homes in their home states. The negative impact has been partially offset by the net migration into the Company’s markets and the number of cash buyers. In addition, the Company has not experienced an increase in cancellation rates as homebuilders have continued to perform on their contractual obligations with the Company.
The Company’s operations may be affected by seasonal fluctuations. The revenues and earnings from the Company’s 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. Therefore, there may be reporting periods in which the Company has no, or significantly less, revenue from residential or commercial real estate sales. The Company may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved assets that may delay revenue and profits.
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.
Given the Company’s diverse portfolio of residential holdings, the mix of sales and pricing from different communities may impact revenue and margins period over period.
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, other receivables and investments held by special purpose entity or entities (“SPE”). The Company deposits and invests cash with local, regional and national financial institutions, and as of June 30, 2026, these balances exceeded the amount of F.D.I.C. insurance provided on such deposits. In addition, as of June 30, 2026, the Company had $63.9 million invested in short-term U.S. Treasury Bills and $1.3 million invested in U.S. Treasury Money Market Funds classified as cash and cash equivalents.
Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to the Company by the basic weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. The treasury stock method is used to determine the effect on diluted earnings. For the six months ended June 30, 2026 and 2025, the Company had 62,655 and 60,217, respectively, unvested shares of restricted stock. For the three months ended June 30, 2026 and 2025, 47,043 and 55,194, respectively, potentially dilutive restricted stock units were excluded from the calculation of diluted income per share and for the six months ended June 30, 2026 and 2025, 43,423 and 50,766, respectively, potentially dilutive restricted stock units were excluded from the calculation of diluted income per share since the effect would have been anti-dilutive based on the application of the treasury stock method. See Note 13. Stockholders’ Equity for additional information related to the issuance of common stock for employee compensation.
12
The computation of basic and diluted earnings per share are as follows:
Three Months Ended June 30,
Six Months Ended June 30,
Income
Weighted average shares outstanding - basic
Incremental shares from restricted stock
15,612
5,023
19,232
9,451
Weighted average shares outstanding - diluted
Net income per share attributable to the Company
Basic income per share
Diluted income per share
Recently Adopted Accounting Pronouncements
There have been no recently adopted accounting pronouncements, which would have a material effect on the Company’s financial condition, results of operations and cash flows other than those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Accounting Pronouncements
Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) that requires additional disclosure in the notes to the financial statements information about specific costs and expense categories, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and selling expenses, as well as qualitative descriptions for certain other expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”) that clarifies the effective date of ASU 2024-03. This guidance will be effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance should be applied either prospectively for periods after the effective date or retrospectively to all prior periods presented. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations, cash flows and related disclosures.
13
3. Investment in Real Estate, Net
Investment in real estate, net, excluding unconsolidated JVs, by property type and segment includes the following:
Development property:
Residential
147,673
147,662
Hospitality
13,419
14,141
Commercial
89,354
89,659
7,601
5,683
Total development property
258,047
257,145
Operating property:
6,644
6,692
444,457
445,295
457,062
459,601
3,549
3,142
Total operating property
911,712
914,730
Less: Accumulated depreciation
178,984
167,017
Total operating property, net
732,728
747,713
Investment in real estate, net is carried at cost, net of depreciation and timber depletion, unless circumstances indicate that the carrying value of the assets may not be recoverable.
Development property consists of land the Company is developing or intends to develop for sale, lease or future operations and includes direct costs associated with the land, as well as development, construction and indirect costs. Residential development property includes existing and planned residential homesites and related infrastructure, as well as completed townhomes. Hospitality development property consists of land, as well as development costs related to improvements to existing properties and design costs for other hospitality assets. Commercial development property primarily consists of land and construction and development costs for planned commercial, multi-family and industrial uses. Other development property includes mitigation banks and construction and development costs of a building for the Company’s real estate brokerage business, title insurance agency and insurance agency businesses. Development property in the hospitality and commercial segments will be reclassified as operating property as it is placed into service.
Operating property includes property that the Company uses for operations and activities. Residential operating property consists primarily of residential utility assets. Hospitality operating property primarily consists of existing hotels, resorts, clubs, marinas and other operations. Commercial operating property includes property used for retail, office, self-storage, light industrial, multi-family, commercial rental and timber purposes. Other operating property includes property used in the Company’s real estate brokerage business, title insurance agency and insurance agency businesses. Operating property may be sold in the future as part of the Company’s principal real estate business. As of June 30, 2026 and December 31, 2025, operating property, net related to operating leases was $346.4 million and $355.1 million, respectively.
4. Joint Ventures
The Company enters into JVs, from time to time, for the purpose of developing real estate and other business activities in which the Company may or may not have a controlling financial interest. GAAP requires consolidation of voting interest entities where the Company has a majority voting interest or control and VIEs in which an enterprise has a controlling financial interest and is the primary beneficiary. A controlling financial interest will have both of the following characteristics: (i) the power to direct the VIE activities that most significantly impact economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company examines specific criteria and uses judgment when determining whether the Company is the
14
primary beneficiary and must consolidate a VIE. The Company continues to evaluate whether it is the primary beneficiary as needed when assessing reconsideration events. Investments in JVs in which the Company is not the primary beneficiary, or a voting interest entity where the Company does not have a majority voting interest or control, but has significant influence are unconsolidated and accounted for by the equity method of accounting.
The timing of cash flows for additional required capital contributions related to the Company’s JVs varies by agreement. Some of the Company’s consolidated and unconsolidated JVs have entered into financing agreements where the Company or its JV partners have provided guarantees. See Note 8. Debt, Net and Note 17. Commitments and Contingencies for additional information. The Company provides land, mitigation bank credits, impact and other fees and services to certain unconsolidated JVs and incurs expenses for leasing management services from the Company’s unconsolidated Watersound Management, LLC (“Watersound Management JV”), see Note 18. Related Party Transactions for additional information.
Consolidated Joint Ventures
Mexico Beach Crossings JV
Mexico Beach Crossings JV was formed in 2022, when the Company entered into a JV agreement to develop, manage and lease a 216-unit multi-family community in Mexico Beach, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Mexico Beach Crossings JV is a voting interest entity as of June 30, 2026 and December 31, 2025.
The Lodge 30A JV
The Lodge 30A JV was formed in 2020, when the Company entered into a JV agreement to develop and operate an 85-room boutique hotel on Scenic County Highway 30A in Seagrove Beach, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 52.8% interest in the consolidated JV. A wholly-owned subsidiary of the Company manages the day-to-day operations of the hotel. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined The Lodge 30A JV is a VIE and that the Company is the VIE’s primary beneficiary as of June 30, 2026 and December 31, 2025.
Pier Park Resort Hotel JV
Pier Park Resort Hotel JV was formed in 2020, when the Company entered into a JV agreement to develop and operate a 255-room Embassy Suites by Hilton hotel in the Pier Park area of Panama City Beach, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 70.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company manages the day-to-day operations of the hotel. The Company has significant involvement in the project design and development, annual budgets and financing. The Company determined Pier Park Resort Hotel JV is a VIE and that the Company is the VIE’s primary beneficiary as of June 30, 2026 and December 31, 2025.
Pier Park Crossings Phase II JV
Pier Park Crossings Phase II JV was formed in 2019, when the Company entered into a JV agreement to develop, manage and lease a 120-unit multi-family community in the Pier Park area of Panama City Beach, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings Phase II JV is a VIE and that the Company is the VIE’s primary beneficiary as of June 30, 2026 and December 31, 2025.
15
Watercrest JV
Watercrest JV was formed in 2019, when the Company entered into a JV agreement to develop and operate a 107-unit senior living community in Santa Rosa Beach, Florida. In September 2025, the Watercrest JV sold its senior living community property to a third-party and ceased operating activities. The Watercrest JV previously had a $0.8 million indemnity holdback withheld in connection with the sale, which was released in June 2026. As of June 30, 2026 and December 31, 2025, the Company owned an 87.0% interest in the consolidated JV.
Watersound Origins Crossings JV
Watersound Origins Crossings JV was formed in 2019, when the Company entered into a JV agreement to develop, manage and lease a 217-unit multi-family community near the entrance to the Watersound Origins residential community. As of June 30, 2026 and December 31, 2025, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Watersound Origins Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of June 30, 2026 and December 31, 2025.
Pier Park Crossings JV
Pier Park Crossings JV was formed in 2017, when the Company entered into a JV agreement to develop, manage and lease a 240-unit multi-family community in the Pier Park area of Panama City Beach, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of June 30, 2026 and December 31, 2025.
Pier Park North JV
During 2012, the Company entered into a JV agreement with a partner to develop a retail center at Pier Park North. As of June 30, 2026 and December 31, 2025, the Company owned a 90.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company’s JV partner is responsible for the day-to-day activities of the retail center. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park North JV is a VIE and that the Company is the VIE’s primary beneficiary as of June 30, 2026 and December 31, 2025.
16
Unconsolidated Joint Ventures
Investment in unconsolidated joint ventures includes the Company’s investment accounted for using the equity method. The following table presents details of the Company’s investment in unconsolidated joint ventures and total outstanding debt of unconsolidated JVs:
Latitude Margaritaville Watersound JV (a)
56,068
51,648
Watersound Fountains Independent Living JV
2,836
3,159
Pier Park TPS JV (b)
635
Pier Park RI JV
7,160
7,494
Busy Bee JV
2,292
2,502
Electric Cart Watersound JV
723
694
Watersound Management JV
560
555
Total investment in unconsolidated joint ventures
Outstanding debt principal of unconsolidated JVs
Latitude Margaritaville Watersound JV (c)
Watersound Fountains Independent Living JV (c)
41,027
41,195
Pier Park TPS JV (c)
10,749
12,802
16,189
4,849
5,025
Electric Cart Watersound JV (c)
4,424
4,485
Total outstanding debt principal of unconsolidated JVs
77,238
79,696
The Company had approximately $22.3 million in cumulative undistributed earnings from its unconsolidated JVs included within investment in unconsolidated joint ventures as of June 30, 2026. During the six months ended June 30, 2026 and 2025, the Company received distributions from unconsolidated JVs totaling $7.0 million and $13.5 million, respectively. During the six months ended June 30, 2026 and 2025, the Company made capital contributions to certain unconsolidated JVs totaling $3.3 million and $2.1 million, respectively, related to operations and financing. The Company's maximum exposure to loss due to involvement with the unconsolidated JVs as of June 30, 2026 was $127.1 million, which includes the carrying amounts of the investments, guarantees and other receivables. See Note 17. Commitments and Contingencies for additional information related to debt guaranteed by the Company with respect to its involvement with unconsolidated JVs.
17
The following table presents details of the Company’s equity in income (loss) from unconsolidated JVs:
Equity in income (loss) from unconsolidated joint ventures
4,986
8,435
10,039
21,135
Watersound Fountains Independent Living JV (b)
(870)
(953)
(1,778)
(1,978)
Pier Park TPS JV
235
146
82
(127)
Pier Park RI JV (c)
(46)
(162)
(434)
(1,262)
Busy Bee JV (d)
81
39
(10)
(135)
29
41
42
71
Total equity in income from unconsolidated joint ventures
Summarized balance sheets for the Company’s unconsolidated JVs are as follows:
June 30, 2026
Latitude Margaritaville Watersound JV
93,104
(a)
46,483
11,256
29,434
7,394
4,779
192,450
39,248
812
798
1,133
822
745
111
43,669
1,749
416
161
1,895
381
20
4,872
134,101
47,711
12,304
30,728
10,111
5,905
131
240,991
40,869
10,728
16,011
4,373
76,830
33,037
925
397
690
115
35,469
Equity
101,064
5,917
1,271
14,320
4,572
1,417
128,692
18
December 31, 2025
108,617
47,929
11,469
30,773
7,643
4,904
211,335
11,121
301
253
1,005
712
149
13,791
1,089
189
182
246
1,701
529
25
3,961
120,827
48,419
11,904
31,269
10,349
6,145
174
229,087
41,037
15,965
4,430
79,259
30,670
992
181
321
354
53
32,914
Equity (deficit)
90,157
6,390
(1,079)
(b)
14,983
4,981
1,361
121
116,914
Summarized statements of operations for the Company’s unconsolidated JVs are as follows:
Three Months Ended June 30, 2026
48,098
1,160
1,547
1,751
4,406
1,425
613
59,000
Cost of revenue (c)
33,913
1,406
813
904
4,100
1,215
532
42,883
Other operating expenses (c)
4,277
1
4,278
Depreciation and amortization (d)
172
764
112
672
137
62
1,919
38,362
2,170
1,576
4,237
1,278
49,080
Operating income (loss)
9,736
(1,010)
622
175
169
147
9,920
Other (expense) income:
(619)
(156)
(267)
(33)
(61)
(1,136)
Other income, net
256
(e)
285
(616)
(153)
(16)
(55)
(851)
9,992
(1,626)
469
(92)
153
92
9,069
Three Months Ended June 30, 2025
79,878
801
1,566
1,750
4,206
1,103
617
89,921
58,543
1,108
905
931
3,907
973
534
66,901
4,333
155
753
196
691
63
1,997
63,031
1,861
1,101
1,622
4,046
1,036
73,231
16,847
(1,060)
465
128
160
83
16,690
(696)
(175)
(450)
(35)
(74)
(1,430)
Other income (expense), net
22
(1)
(60)
(15)
(681)
(173)
(451)
(95)
(67)
(1,445)
16,869
(1,741)
292
(323)
65
15,245
Six Months Ended June 30, 2026
97,074
2,273
2,213
2,608
7,232
2,435
1,312
115,147
68,530
2,852
1,415
1,633
6,917
2,142
1,169
84,658
8,566
8,567
360
1,521
223
1,341
272
125
3,842
77,456
1,638
2,974
7,189
2,268
97,067
19,618
(2,100)
575
(366)
43
143
18,080
(1,237)
(416)
(497)
(65)
(2,337)
499
538
(1,227)
(412)
(51)
(111)
(1,799)
20,117
(3,327)
163
(863)
(8)
56
16,281
Six Months Ended June 30, 2025
196,280
1,542
2,534
7,128
2,176
1,280
213,153
Cost of revenue (d)
144,745
2,323
1,569
1,634
6,826
1,926
1,125
160,148
Other operating expenses (d)
9,044
Depreciation and amortization (e)
287
1,505
556
1,858
273
4,604
154,076
3,828
2,125
3,492
7,099
2,051
173,796
42,204
(2,286)
88
(958)
39,357
(1,383)
(344)
(861)
(69)
(147)
(2,804)
(705)
(172)
(f)
(777)
(1,363)
(342)
(1,566)
(241)
(134)
(3,581)
42,269
(3,649)
(254)
(2,524)
(212)
(9)
35,776
LMWS, LLC (“Latitude Margaritaville Watersound JV”) was formed in 2019, when the Company entered into a JV agreement to develop a 55+ active adult residential community in Bay County, Florida. As of June 30, 2026, the Latitude Margaritaville Watersound JV had 183 homes under contract and has completed 2,359 home sale transactions of the total estimated 3,700 homes planned in the community. As of June 30, 2026 and December 31, 2025, the Company owned a 50.0% interest in the JV. During the six months ended June 30, 2026 and 2025, the Company received $6.8 million and $13.4 million, respectively, of cash distributions from the JV. During the six months ended June 30, 2026, the Company and JV partner each made capital contributions of $0.6 million related to operations of the JV. During the six months ended June 30, 2025, the Company and JV partner did not make any capital contributions. The day-to-day activities of the JV are being managed through a board of managers, with each JV partner having equal voting rights. The Company has determined that Latitude Margaritaville Watersound JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in the Latitude Margaritaville Watersound JV is accounted for using the equity method. See Note 17. Commitments and Contingencies for additional information related to the guaranty by the Company. See Note 18. Related Party Transactions for additional information.
In December 2025, the Company sold an additional 34 acres of land to the Latitude Margaritaville Watersound JV with a contractual value of $1.2 million, which will be paid as each home is sold by the JV. The initial net present value of the additional land sale was $0.9 million and is included within other assets on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. The Company also eliminated intra-entity profit of $0.5 million, included in investment in unconsolidated joint ventures on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, a pro-rata portion of which will be recognized as each home on the land is sold by the JV.
As of June 30, 2026 and December 31, 2025, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $56.1 million and $51.6 million, respectively, which includes the net present value of the initial land contribution, cash contributions, additional completed infrastructure improvements and equity in income,
21
less distributions and intra-entity profit elimination of the additional land sale. As of June 30, 2026, the Company completed $8.4 million of the $9.2 million total agreed upon infrastructure improvements. The Company’s unimproved initial land contribution and agreed upon infrastructure improvements are being distributed at an average of $10,000 per home, as each home is sold by the JV.
WOSL, LLC (“Watersound Fountains Independent Living JV”) was formed in 2021. The Company entered into a JV agreement to develop and manage a 148-unit independent senior living community located near the Watersound Origins residential community. As of June 30, 2026 and December 31, 2025, the Company owned a 53.8% interest in the JV. During the six months ended June 30, 2026 and 2025, the Company made capital contributions of $1.5 million and $2.1 million, respectively, and each member also made capital contributions based on their pro-rata ownership interest, related to operations of the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Watersound Fountains Independent Living JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Watersound Fountains Independent Living JV is accounted for using the equity method. See Note 17. Commitments and Contingencies for additional information related to debt guaranteed by the Company.
Pier Park TPS, LLC (“Pier Park TPS JV”) was formed in 2018. The Company entered into a JV agreement to develop and operate a 124-room hotel in Panama City Beach, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 50.0% interest in the JV. During the six months ended June 30, 2026, the Company and JV partner each made capital contributions of $1.1 million related to financing and operations of the JV. During the six months ended June 30, 2025, the Company and JV partner did not make any capital contributions to the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park TPS JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park TPS JV is accounted for using the equity method. See Note 17. Commitments and Contingencies for additional information related to debt guaranteed by the Company.
Pier Park RI, LLC (“Pier Park RI JV”) was formed in 2022. The Company entered into a JV agreement to develop and operate a 121-room hotel in Panama City Beach, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 50.0% interest in the JV. During the six months ended June 30, 2026, the Company and JV partner each made capital contributions of $0.1 million related to operations of the JV. During the six months ended June 30, 2025, the Company and JV partner did not make any capital contributions to the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park RI JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park RI JV is accounted for using the equity method.
In 2025, the JV refinanced into a $16.2 million loan (the “Pier Park RI JV Loan”). The Pier Park RI JV Loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.1%, with a floor of 3.1%. The loan requires interest only payments through November 2026 and monthly payments of principal and interest thereafter, with a final balloon payment at maturity in December 2030. The loan is secured by real property and certain other security interests. The Company’s JV partner is the sole guarantor and receives a fee related to the guarantee from the Company based on the Company’s ownership percentage. As of both June 30, 2026 and December 31, 2025, $16.2 million was outstanding on the Pier Park RI JV Loan.
SJBB, LLC (“Busy Bee JV”) was formed in 2019, when the Company entered into a JV agreement to develop and manage a Busy Bee branded fuel station and convenience store, which includes a Starbucks, in Panama City Beach, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 50.0% interest in the JV. During the six months ended June 30, 2026, the Company and JV partner each received $0.2 million of cash distributions from the JV. During the six months ended June 30, 2025, the Company and JV partner did not receive any cash distributions from the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Busy Bee JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in the Busy Bee JV is accounted for using the equity method.
In 2019, the JV entered into a $5.4 million construction loan (the “Busy Bee JV Construction Loan”) and a $1.2 million equipment loan (the “Busy Bee JV Equipment Loan”). The Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan bear interest at SOFR plus 1.6%. The Busy Bee JV Construction Loan provides for monthly principal and interest payments with a final balloon payment at maturity in November 2035. The Busy Bee JV Equipment Loan provides for monthly principal and interest payments through maturity in November 2027. The loans are secured by real and personal property and certain other security interests. The Company’s JV partner is the sole guarantor and receives a fee related to the guarantee from the Company based on the Company’s ownership percentage. The Busy Bee JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR for the Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan. The Busy Bee JV Construction Loan interest rate swap matures in November 2035 and fixed the variable rate debt, initially at $5.4 million amortizing to $2.8 million at swap maturity, to a rate of 2.7%. The Busy Bee JV Equipment Loan interest rate swap matures in November 2027 and fixed the variable rate debt, initially at $1.2 million to maturity, to a rate of 2.1%. As of June 30, 2026 and December 31, 2025, $4.6 million and $4.7 million, respectively, was outstanding on the Busy Bee JV Construction Loan. As of June 30, 2026 and December 31, 2025, $0.3 million and $0.4 million, respectively, was outstanding on the Busy Bee JV Equipment Loan.
SJECC, LLC (“Electric Cart Watersound JV”) was formed in 2022, when the Company entered into a JV agreement to develop, manage and operate a golf cart and low speed vehicle “LSV” business at the Watersound West Bay Center adjacent to the Latitude Margaritaville Watersound residential community in Bay County, Florida. As of June 30, 2026 and December 31, 2025, the Company owned a 51.0% interest in the JV. The Company’s JV partner manages the day-to-day operations of the business. The Company has determined Electric Cart Watersound JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Electric Cart Watersound JV is accounted for using the equity method.
As of both June 30, 2026 and December 31, 2025, the Electric Cart Watersound JV had $2.2 million of floorplan line of credit facilities to finance its golf cart and LSV inventory, which are secured by the JV. Borrowings under the line of credit facility bear interest at various rates based on the number of days outstanding after an interest free period ranging from two to six months. As of both June 30, 2026 and December 31, 2025, the JV had an outstanding principal balance of $0.2 million on these line of credit facilities. See Note 17. Commitments and Contingencies for additional information related to debt guaranteed by the Company.
Watersound Management, LLC was formed in 2021, when the Company entered into a JV agreement to lease, manage and operate multi-family housing developments for which the JV is the exclusive renting and management agent. All activity of Watersound Management JV is related to multi-family housing developments owned by the Company or by consolidated JVs of the Company. As of June 30, 2026 and December 31, 2025, the Company owned a 50.0% interest in the JV. During each the six months ended June 30, 2026 and 2025, the Company and JV partner each received less than $0.1 million of cash distributions from the JV. The day-to-day activities of the JV are being managed
23
through a board of managers, with each JV partner having equal voting rights. The Company has determined that Watersound Management JV is a voting interest entity, but that the Company does not have a majority voting interest. The Company’s investment in Watersound Management JV is accounted for using the equity method. See Note 18. Related Party Transactions for additional information.
5. Financial Instruments and Fair Value Measurements
Fair Value Measurements
The financial instruments measured at fair value on a recurring basis are as follows:
Total Fair
Level 1
Level 2
Level 3
Value
Cash equivalents:
Money market funds
1,302
U.S. Treasury Bills
63,864
65,166
5,108
58,896
64,004
Money market funds and U.S. Treasury Bills are measured based on quoted market prices in an active market and categorized within Level 1 of the fair value hierarchy. Money market funds and short-term U.S. Treasury Bills with a maturity date of 90 days or less from the date of purchase are classified as cash equivalents in the Company’s condensed consolidated balance sheets.
Assets and liabilities measured at fair value on a recurring basis related to interest rate swap agreements designated as cash flow hedges are as follows:
Fixed
Notional
Fair
Location in
Effective
Maturity
Amount as of
Derivative Asset Fair Value
Consolidated
Description
Date
Rate
Level
Balance Sheets
In Millions
In Thousands
Pier Park Resort Hotel JV Loan (a)
December 2022
April 2027
3.2%
39.4
886
1,127
Pier Park TPS JV Loan (b)
January 2021
January 2026
5.2%
N/A
24
The following is a summary of the effect of derivative instruments on the Company’s condensed consolidated statements of income and condensed consolidated statements of comprehensive income:
Amount of net gain (loss) recognized in other comprehensive loss
(213)
Amount of net gain reclassified into interest expense
(326)
(506)
(651)
Amount of net gain reclassified into equity in income from unconsolidated joint ventures
(29)
(6)
(57)
As of June 30, 2026, based on current value, the Company expects to reclassify $0.9 million of derivative instruments from accumulated other comprehensive income to earnings during the next twelve months. See Note 12. Accumulated Other Comprehensive Income for additional information.
Investment in Unconsolidated Joint Ventures
The Company evaluates its investment in unconsolidated JVs for impairment during each reporting period. A series of operating losses of an investee or other factors may indicate that a decrease in the value of the Company’s investment in the unconsolidated JV has occurred. The amount of impairment recognized is the excess of the investment’s carrying value over its estimated fair value. The fair value of the Company’s investment in unconsolidated JVs is determined primarily using a discounted cash flow model to value the underlying net assets or cash flows of the respective JV. The fair value of investment in unconsolidated JVs required to be assessed for impairment is determined using Level 3 inputs in the fair value hierarchy. No impairment for unconsolidated JVs was recorded during the six months ended June 30, 2026 and 2025. See Note 4. Joint Ventures for additional information.
Fair Value of Financial Instruments
The carrying value of the Company’s cash and cash equivalents, restricted cash, receivables, other assets, accounts payable and other liabilities approximate fair value due to the short-term nature of these instruments.
The Company uses the following methods and assumptions in estimating fair value for financial instruments:
The carrying amount and estimated fair value, measured on a nonrecurring basis, of the Company’s financial instruments were as follows:
Carrying
Estimated
value
Fair value
Investments held by SPEs:
Time deposit
200,000
2,062
2,043
2,442
2,434
Senior Notes held by SPE
181,066
183,033
Debt
Fixed-rate debt
275,986
237,462
280,089
239,992
Variable-rate debt
98,860
115,919
Total debt
374,846
336,322
396,008
355,911
Investments and Senior Notes Held by Special Purpose Entities
In connection with a real estate sale in 2014, the Company received consideration including a $200.0 million fifteen-year installment note (the “Timber Note”) issued by Panama City Timber Finance Company, LLC. The Company contributed the Timber Note and assigned its rights as a beneficiary under a letter of credit to Northwest Florida Timber Finance, LLC. Northwest Florida Timber Finance, LLC monetized the Timber Note by issuing $180.0 million aggregate principal amount of its 4.8% Senior Secured Notes due in 2029 (the “Senior Notes”) at an issue price of 98.5% of face value to third party investors. The investments held by Panama City Timber Finance Company, LLC as of June 30, 2026, consist of a $200.0 million time deposit that, subsequent to April 2, 2014, pays interest at 4.0% and matures in March 2029, U.S. Treasuries of $2.1 million and cash of $0.3 million. The Senior Notes held by Northwest Florida Timber Finance, LLC as of June 30, 2026 consist of $179.0 million, net of the $1.0 million discount and debt issuance costs. Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC are VIEs, which the Company consolidates as the primary beneficiary of each entity.
6. Leases
The Company as Lessor
Leasing revenue consists of rental revenue from multi-family, senior living prior to the sale of the Watercrest JV’s senior living community property in September 2025, self-storage, retail, office and commercial property, marinas, cell towers and other assets, which is recognized as earned, using the straight-line method over the life of each lease. Variable lease payments primarily include property taxes, insurance, utilities and common area maintenance or payments based on a percentage of sales over specified levels and senior living services. The Company’s leases have remaining lease terms up to the year 2072, some of which include options to terminate or extend.
The components of leasing revenue are as follows:
Lease payments
12,821
14,038
25,345
27,709
Variable lease payments
2,196
2,470
4,331
5,041
Total leasing revenue
26
Minimum future base rental revenue on non-cancelable leases subsequent to June 30, 2026, for the years ending December 31 are:
20,664
2027
25,159
2028
17,018
2029
13,480
2030
9,047
Thereafter
58,445
143,813
The Company as Lessee
As of June 30, 2026, the Company leased certain office and other equipment under finance leases and had operating leases for property and equipment used in corporate, hospitality and commercial operations with remaining lease terms up to the year 2081. Operating leases also include property for hospitality employee housing. Certain leases include options to purchase, terminate or renew for one or more years, which are included in the lease term used to establish right-of-use assets and lease liabilities when it is reasonably certain that the option will be exercised. The Company uses its incremental borrowing rate to determine the present value of the lease payments since the rate implicit in each lease is not readily determinable. The Company recognizes short-term (twelve months or less) lease payments in profit or loss on a straight-line basis over the term of the lease and variable lease payments in the period in which the obligation for those payments is incurred. Cash flows from operating activities include $1.0 million during each of the six months ended June 30, 2026 and 2025, related to cash paid for amounts included in the measurement of operating lease liabilities.
The components of lease expense are as follows:
Lease cost
Finance lease cost:
Amortization of right-of-use assets
55
105
Interest on lease liability
31
Operating lease cost
500
996
1,095
Variable and short-term lease cost
954
914
1,232
1,182
Total lease cost
1,557
1,519
2,397
Other information
Weighted-average remaining lease term - finance lease (in years)
2.3
2.4
Weighted-average remaining lease term - operating leases (in years)
1.3
1.4
Weighted-average discount rate - finance lease
5.8
%
5.6
Weighted-average discount rate - operating leases
5.2
5.1
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The aggregate payments of finance and operating lease liabilities subsequent to June 30, 2026, for the years ending December 31 are:
Finance Leases
Operating Leases
202
991
388
284
184
1,073
1,199
Less imputed interest
(19)
Total lease liabilities
981
1,180
7. Other Assets
Other assets consist of the following:
Accounts receivable, net
17,940
11,003
Homesite sales receivable
37,308
28,075
Inventory
3,646
3,312
Prepaid expenses
13,101
11,847
Straight-line rent
4,584
3,595
Operating lease right-of-use assets
1,196
2,274
Restricted cash
6,897
3,567
3,841
Accrued interest receivable for Senior Notes held by SPE
2,938
Total other assets
Accounts Receivable, Net
Accounts receivable, net primarily include membership fees, hospitality receivables, real estate receivables, leasing receivables and other receivables. Accounts receivable, net had opening balances of $11.0 million and $14.6 million, as of January 1, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, accounts receivable, net includes $2.2 million and $3.6 million, respectively, of club membership initiation fee installments receivable. As of both June 30, 2026 and December 31, 2025, accounts receivable, net includes receivables from unconsolidated JVs of $1.0 million. See Note 18. Related Party Transactions for additional information.
At each reporting period, accounts receivable in the scope of Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments—Credit Losses (“Topic 326”) are pooled by type and judgements are made based on historical losses and expected credit losses based on economic trends to determine the allowance for credit losses primarily using the aging method. Actual losses could differ from those estimates. Write-offs are recorded when the Company concludes that all or a portion of the receivable is no longer collectible. As of June 30, 2026 and December 31, 2025, accounts receivable, net were presented net of allowance for credit losses and net of allowance for lease related receivables of $0.7 million and $0.5 million, respectively. During the six months ended June 30, 2026 and 2025, allowance for credit losses and allowance for leases related to accounts receivable, net increased $0.1 million and less than $0.1 million, respectively.
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Homesite Sales Receivable
Homesite sales receivable from contracts with customers include estimated homesite residuals and certain estimated fees that are recognized as revenue at the time of sale to homebuilders, subject to constraints. Estimated homesite residuals and certain estimated fees recognized as revenue may vary significantly from period to period due to the mix and number of homesites sold in specific communities during each period. Any change in circumstances from the estimated amounts will be updated at each reporting period. The receivable will be collected as the homebuilders build the homes and sell to retail consumers, which can occur over multiple years.
The following table presents the changes in homesite sales receivable:
Balance at beginning of period
25,788
Increases due to revenue recognized for homesites sold
14,557
3,378
Decreases due to amounts received
(5,324)
(4,604)
Balance at end of period
24,562
Prepaid Expenses
Prepaid expenses as of June 30, 2026 and December 31, 2025, include commercial leasing related prepaid expenses of $3.4 million and $4.0 million, respectively, and prepaid insurance of $6.8 million and $4.1 million, respectively, as well as other prepaid items.
Restricted Cash
Restricted cash as of June 30, 2026 and December 31, 2025, includes cash and escrow deposits primarily related to requirements for financing, development for certain of the Company’s projects or long-term mitigation bank management.
Other Assets
Other assets as of June 30, 2026 and December 31, 2025, include $0.9 million and $1.1 million, respectively, for the fair value of derivative assets. See Note 5. Financial Instruments and Fair Value Measurements for additional information.
8. Debt, Net
Debt consists of the following:
Effective Rate
Maturity Date
Interest Rate Terms
Watersound Origins Crossings JV Loan (insured by HUD)
April 2058
5.0
51,005
51,328
Pier Park Resort Hotel JV Loan
SOFR plus 2.1% (a)
3.7
49,261
49,817
Mexico Beach Crossings JV Loan (insured by HUD)
March 2064
3.0
42,209
42,510
PPN JV Loan
October 2035
6.1
39,683
39,922
PPC JV Loan (insured by HUD)
June 2060
3.1
33,341
33,616
Pearl Hotel Loan
December 2032
6.3
31,320
32,560
North Bay Landing Loan (insured by HUD)
March 2060
5.9
27,493
27,619
Watersound Camp Creek Loan
December 2047
SOFR plus 2.1%, floor 2.6%
26,538
26,843
PPC II JV Loan (insured by HUD)
May 2057
2.7
21,146
21,365
Hotel Indigo Loan
October 2028
SOFR plus 2.5%, floor 2.5%
18,607
19,024
Breakfast Point Hotel Loan
November 2042
Fixed (b)
6.0
13,718
14,978
Lodge 30A JV Loan
January 2028
3.8
13,306
13,587
Topsail Hotel Loan
July 2027
SOFR plus 2.1%, floor 3.0%
4,454
11,215
Community Development District debt
May 2028-May 2039
3.6 to 6.0
2,765
2,604
Watersound Town Center Grocery Loan (c)
4,682
Airport Hotel Loan (c)
3,227
Beckrich Building III Loan (c)
1,111
Total principal outstanding
Unamortized discount and debt issuance costs
(4,522)
(4,849)
Total debt, net
The Company’s indebtedness consists of various loans on real and leasehold property. These loans are typically secured by various interests in the property such as assignment of rents, leases, deposits, permits, plans, specifications, fees, agreements, approvals, contracts, licenses, construction contracts, development contracts, service contracts, franchise agreements, the borrower’s assets, improvements, and security interests in the rents, personal property, management agreements, construction agreements, improvements, accounts, profits, leases and fixtures (collectively, “Security Interests”). The specific Security Interests vary from loan to loan. As of June 30, 2026, the weighted average effective interest rate of total outstanding debt was 4.7%, of which 84.1% includes fixed or swapped interest rates, and the average remaining life was 19.8 years.
In 2023, the Watersound Origins Crossings JV refinanced into a $52.9 million loan, insured by the U.S. Department of Housing and Urban Development (“HUD”), for a multi-family community located near the entrance to the Watersound Origins residential community (the “Watersound Origins Crossings JV Loan”). The loan provides for monthly payments of principal and interest through maturity in April 2058. The loan includes a prepayment premium due to the lender of 1% - 7% for any principal that is prepaid through April 2033. The loan is secured by the real property and certain other Security Interests.
In 2020, the Pier Park Resort Hotel JV entered into a loan with an initial amount of $52.5 million up to a maximum of $60.0 million through additional earn-out requests (the “Pier Park Resort Hotel JV Loan”). The loan was entered into to finance the construction of a hotel in the Pier Park area of Panama City Beach, Florida. The loan provides for monthly principal and interest payments with a final balloon payment at maturity in April 2027. The loan is secured by the real property and certain other Security Interests. In connection with the loan, as guarantors, the Company and the Company’s JV partner entered into a guarantee based on each partner’s ownership interest in favor of the lender, to guarantee the payment and performance of the borrower. As guarantor, the Company’s liability under the Pier Park Resort Hotel JV Loan can be released upon reaching and maintaining certain debt service coverage. In addition, the guarantee can become full recourse in the case of the failure of the guarantor to abide by or perform any of the covenants or warranties to be performed on the part of such guarantor. The Pier Park Resort Hotel JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR. The interest rate swap matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 5. Financial Instruments and Fair Value Measurements for additional information.
In 2022, the Mexico Beach Crossings JV entered into a $43.5 million loan, insured by HUD, to finance the construction of a multi-family community in Mexico Beach, Florida (the “Mexico Beach Crossings JV Loan”). The loan provides for monthly principal and interest payments through maturity in March 2064. The loan includes a prepayment premium due to the lender of 1% - 8% for any principal that is prepaid through March 2034. The loan is secured by the real property and certain other Security Interests.
In September 2025, the Pier Park North JV refinanced into a $40.0 million loan (the “PPN JV Loan”). The loan provides for monthly payments of principal and interest with a final balloon payment at maturity in October 2035. The loan may not be prepaid prior to October 2029. Commencing in October 2029 through May 2035, any principal prepaid is subject to a prepayment fee equal to the greater of (i) a prepayment ratio, as outlined in the loan agreement, or (ii) 1% of the amount prepaid. From June 2035 through maturity, the loan may be prepaid without a prepayment fee upon prior written notice. The loan is secured by a first lien on, and Security Interest in, a majority of the Pier Park North JV’s property. In connection with the loan, the Company entered into a limited guarantee in favor of the lender with respect to environmental indemnity matters and specified non-recourse carveouts outlined in the loan agreement.
In 2018, the Pier Park Crossings JV entered into a $36.6 million loan, insured by HUD, to finance the construction of a multi-family community in Panama City Beach, Florida (the “PPC JV Loan”). The loan provides for monthly principal and interest payments through maturity in June 2060. The loan includes a prepayment premium due to the lender of 2% - 7% for any additional principal that is prepaid through August 2031. The loan is secured by the real property and certain other Security Interests.
In 2022, a wholly-owned subsidiary of the Company entered into a $37.0 million loan, which is guaranteed by the Company, to finance the acquisition of a hotel located on Scenic Highway 30A (“The Pearl Hotel Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in December 2032. The loan includes a prepayment fee due to the lender of 1% - 2% of the outstanding principal balance if the loan is refinanced with another financial institution through December 2027. The loan is secured by the real property and certain other Security Interests.
In February 2025, a wholly-owned subsidiary of the Company refinanced into a $27.8 million loan, insured by HUD, for a multi-family community in Panama City, Florida (the “North Bay Landing Loan”). The loan provides for monthly payments of principal and interest through maturity in March 2060. The loan includes a prepayment premium due to the lender of 1% - 9% for any principal that is prepaid through March 2035. The loan is secured by the real property and certain other Security Interests. The six months ended June 30, 2025 includes a less than $0.1 million loss on early extinguishment of debt related to unamortized debt issuance costs, included within other expense, net on the condensed consolidated statements of income.
In 2021, a wholly-owned subsidiary of the Company entered into a $28.0 million loan, which is guaranteed by the Company, to finance the construction of an inn and amenity center near the Watersound Camp Creek residential community (the “Watersound Camp Creek Loan”). The loan provides for monthly principal and interest payments through maturity in December 2047. The loan is secured by the real property and certain other Security Interests. As
guarantor, the Company’s liability under the loan has been reduced to 25% of the outstanding principal amount upon the project reaching and maintaining a certain debt service coverage ratio over a prescribed period, which will be reassessed based on future performance. In addition, the guarantee can become full recourse in the case of the failure of guarantor to abide by or perform any of the covenants, warranties or other certain obligations to be performed on the part of such guarantor.
In 2022, the Pier Park Crossings Phase II JV refinanced into a $22.9 million loan, insured by HUD, for a multi-family community in Panama City Beach, Florida (the “PPC II JV Loan”). The loan provides for monthly payments of principal and interest through maturity in May 2057. The loan includes a prepayment premium due to the lender of 1% - 6% for any additional principal that is prepaid through May 2032. The loan is secured by the real property and certain other Security Interests.
In 2021, a wholly-owned subsidiary of the Company entered into a $21.2 million loan, which is guaranteed by the Company, to finance the construction of a hotel in Panama City, Florida (the “Hotel Indigo Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in October 2028. The loan includes an option for an extension of the maturity date by sixty months, subject to certain conditions, which would provide for continued principal and interest payments with a final balloon payment at the extended maturity date. The loan is secured by the leasehold property and certain other Security Interests.
In 2020, a wholly-owned subsidiary of the Company entered into a $16.8 million loan, which is guaranteed by the Company, to finance the construction of a hotel in the Breakfast Point area of Panama City Beach, Florida (the “Breakfast Point Hotel Loan”). The loan provides for monthly principal and interest payments through maturity in November 2042. The loan is secured by the real property and certain other Security Interests.
In 2021, The Lodge 30A JV entered into a $15.0 million loan to finance the construction of a boutique hotel in Seagrove Beach, Florida (the “Lodge 30A JV Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in January 2028. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company, wholly-owned subsidiaries of the Company and the Company’s JV partner entered into a joint and several payment and performance guarantee in favor of the lender. As guarantor, the Company’s liability under the loan has been reduced to 25% of the outstanding principal balance upon the project reaching and maintaining a certain debt service coverage ratio over a prescribed period, which will be reassessed based on future performance. The Company receives a monthly fee related to the guarantee from its JV partner based on the JV partner’s ownership percentage.
In 2022, a wholly-owned subsidiary of the Company entered into a $13.7 million loan, which is guaranteed by the Company, to finance the construction of a hotel in Santa Rosa Beach, Florida (the “Topsail Hotel Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in July 2027. The loan is secured by the real property and certain other Security Interests.
Community Development District (“CDD”) bonds financed the construction of infrastructure improvements at some of the Company’s projects. The principal and interest payments on the bonds are paid by assessments on the properties benefited by the improvements financed by the bonds. CDD debt is secured by certain real estate or other collateral. The Company has recorded a liability for CDD debt that is associated with platted property, which is the point at which it becomes fixed and determinable. Additionally, the Company has recorded a liability for the portion of the CDD debt that is associated with unplatted property if it is probable and reasonably estimable that the Company will ultimately be responsible for repayment. The Company’s total CDD debt assigned to property it owns was $8.5 million and $9.0 million as of June 30, 2026 and December 31, 2025, respectively. The Company pays interest on this total outstanding CDD debt.
In 2021, a wholly-owned subsidiary of the Company entered into a $12.0 million loan, to finance the construction of a building in the Watersound Town Center near the Watersound Origins residential community (the “Watersound Town Center Grocery Loan”). In the second quarter of 2026, the loan was paid in full.
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In 2020, a wholly-owned subsidiary of the Company entered into a $15.3 million loan, to finance construction of a hotel in Panama City, Florida (the “Airport Hotel Loan”). In the second quarter of 2026, the loan was paid in full.
In 2019, a wholly-owned subsidiary of the Company entered into a $5.5 million loan, to finance the construction of an office building in Panama City Beach, Florida (the “Beckrich Building III Loan”). In the first quarter of 2026, the loan was paid in full.
The Company’s financing agreements are subject to various customary debt covenants and as of both June 30, 2026 and December 31, 2025, the Company was in compliance with the financial debt covenants.
As of June 30, 2026, property, receivables and inventory that were pledged as collateral related to the Company’s debt agreements, had an approximate carrying amount of $448.2 million. These assets are included within investment in real estate, net, property and equipment, net and other assets on the condensed consolidated balance sheets.
The aggregate maturities of debt subsequent to June 30, 2026, for the years ending December 31 are:
4,471
60,645
36,364
6,711
6,855
259,800
9. Accounts Payable and Other Liabilities
Accounts payable and other liabilities consist of the following:
Accounts payable
23,119
17,227
Income tax payable
4,565
Finance lease liabilities
Operating lease liabilities
2,235
Accrued compensation
6,280
8,543
Other accrued liabilities
10,689
5,196
Club membership deposits
3,051
3,087
Advance deposits
10,972
6,505
Accrued interest expense for Senior Notes held by SPE
2,850
Total accounts payable and other liabilities
Accounts payable as of June 30, 2026 and December 31, 2025, primarily include payables and retainage related to the Company’s development and construction projects.
Other accrued liabilities include $4.8 million of accrued property taxes as of June 30, 2026, which are generally paid annually in November. As of December 31, 2025, the Company had no accrued property taxes.
Advance deposits consist of deposits received on hotel rooms and related hospitality activities. Advance deposits are recorded as accounts payable and other liabilities in the condensed consolidated balance sheets without regard to whether they are refundable and are recognized as income at the time the service is provided for the related deposit.
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10. Deferred Revenue
As of June 30, 2026 and December 31, 2025, deferred revenue includes club initiation fees of $47.5 million and $45.9 million, respectively, and other deferred revenue of $14.9 million and $12.8 million, respectively.
Club initiation fees are recognized as revenue over the estimated average duration of membership, which is evaluated periodically. The following table presents the changes in club initiation fees related to contracts with customers:
45,929
45,885
New club memberships
9,277
6,222
Revenue from amounts included in contract liability opening balance
(7,285)
(6,730)
Revenue from current period new memberships
(432)
(365)
47,489
45,012
Remaining performance obligations represent contracted revenue that has not been recognized related to club initiation fees. As of June 30, 2026, remaining performance obligations were $47.5 million, of which the Company expects to recognize as revenue $7.1 million in 2026, $24.2 million in 2027 through 2028, $13.1 million in 2029 through 2030 and $3.1 million thereafter.
Other deferred revenue as of both June 30, 2026 and December 31, 2025, includes $10.9 million related to a 2006 agreement pursuant to which the Company agreed to sell land to the Florida Department of Transportation. Revenue is recognized when title to a specific parcel is legally transferred.
11. Income Taxes
Income tax expense (benefit) attributable to income from operations differed from the amount computed by applying the statutory federal income tax rate of 21% as of June 30, 2026 and 2025 to pre-tax income as a result of the following:
U.S. federal statutory tax rate
11,571
21.0
8,342
15,308
13,062
State and local income taxes, net of federal income tax effect (a)
2,428
4.4
1,752
3,212
2,743
Energy related tax credits
(270)
(0.7)
(0.4)
Nontaxable or nondeductible and other items
118
0.2
0.3
107
222
Total income tax expense
14,117
25.6
9,949
25.0
18,627
15,757
25.3
As of June 30, 2026 and December 31, 2025, the Company had income tax payable of $4.6 million and $2.1 million, respectively, included within accounts payable and other liabilities on the condensed consolidated balance sheets.
In general, a valuation allowance is recorded if, based on all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from the reversal of deductible temporary differences and from loss carryforwards. As of both June 30, 2026 and December 31, 2025, the Company did not have a valuation allowance.
Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. The Company regularly assesses the likelihood of adverse outcomes resulting from potential
34
examinations to determine the adequacy of its provision for income taxes and applies a “more-likely-than-not” in determining the financial statement recognition and measurement of a tax position taken or expected to be taken in the tax returns. The Company has not identified any material unrecognized tax benefits as of June 30, 2026 or December 31, 2025.
12. Accumulated Other Comprehensive Income
Following is a summary of the changes in the balances of accumulated other comprehensive income, which is presented net of tax:
Unrealized
Gain (Loss) on
Cash Flow
Hedges
Accumulated other comprehensive income as of December 31, 2025
Other comprehensive income before reclassifications
218
Amounts reclassified from accumulated other comprehensive income
(421)
Other comprehensive loss
Less: Other comprehensive loss attributable to non-controlling interest
72
Accumulated other comprehensive income as of June 30, 2026
Following is a summary of the tax effects allocated to other comprehensive (loss) income:
Before-
Tax (Expense)
Net-of-
Tax Amount
Benefit
70
Reclassification adjustment for net (gain) loss included in earnings
45
(207)
Net unrealized (loss) gain
Other comprehensive (loss) income
Tax Benefit
(Expense)
(4)
Interest rate swap - unconsolidated affiliate
(2)
(290)
(47)
91
35
(180)
130
(578)
13. Stockholders’ Equity
Dividends
During the three months ended June 30, 2026 and 2025, the Company paid dividends of $0.16 and $0.14, respectively, per share on the Company’s common stock for a total of $9.1 million and $8.1 million, respectively. During the six months ended June 30, 2026 and 2025, the Company paid dividends of $0.32 and $0.28, respectively, per share on the Company’s common stock for a total of $18.3 million and $16.3 million, respectively.
Stock Repurchase Program
The Company’s Board of Directors (the “Board”) approved a stock repurchase program (the “Stock Repurchase Program”) pursuant to which the Company is authorized to repurchase shares of its common stock. The program has no expiration date.
During the three months ended June 30, 2026, the Company repurchased 499,700 shares of its common stock outstanding at an average repurchase price of $65.42, per share, for an aggregate purchase price of $32.7 million, excluding the excise tax on stock repurchases in excess of issuances. During the three months ended June 30, 2025, the Company repurchased 235,400 shares of its common stock outstanding at an average repurchase price of $44.66, per share, for an aggregate purchase price of $10.5 million, excluding the excise tax on stock repurchases in excess of issuances. During the six months ended June 30, 2026, the Company repurchased 575,837 shares of its common stock outstanding at an average repurchase price of $65.54, per share, for an aggregate purchase price of $37.7 million, excluding the excise tax on stock repurchases in excess of issuances. During the six months ended June 30, 2025, the Company repurchased 359,014 shares of its common stock outstanding at an average repurchase price of $45.13, per share, for an aggregate purchase price of $16.2 million, excluding the excise tax on stock repurchases in excess of issuances. In May 2026, the Board increased the total authorization under the Stock Repurchase Program to $200.0 million. As of June 30, 2026, the Company had a total authority of $173.0 million available for purchase of shares of its common stock. The Company may repurchase its common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and amount of any additional stock to be repurchased will depend upon a variety of factors. Repurchases may be commenced or suspended at any time or from time to time without prior notice. The Stock Repurchase Program will continue until otherwise modified or terminated by the Company’s Board at any time in its sole discretion.
Issuance of Common Stock for Employee Compensation
In 2026, the Company granted 28,411 restricted stock awards to certain employees pursuant to the Company’s 2025 Performance and Equity Incentive Plan (the “2025 Plan”). The restricted stock awards vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months ended June 30, 2026, 1,766 unvested restricted shares were forfeited. The weighted average grant date fair value of the restricted stock awards was $72.69 per share.
In 2025, the Company granted 16,076 restricted stock awards to certain employees pursuant to the Company’s 2015 Performance and Equity Incentive Plan (the “2015 Plan”). The restricted stock awards vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment
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through and on the applicable vesting date. During the six months ended June 30, 2026, 5,359 of the restricted shares vested on the annual anniversary. During the six months ended June 30, 2026, 899 unvested restricted shares were forfeited. The weighted average grant date fair value of the restricted stock awards was $46.24 per share.
In 2024, the Company granted 26,744 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted stock awards vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months ended June 30, 2026 and 2025, 8,050 and 8,051, respectively, of the restricted shares vested on the annual anniversaries. During the six months ended June 30, 2026, 730 unvested restricted shares were forfeited. The weighted average grant date fair value of the restricted stock awards was $54.16 per share.
In March 2023, the Company granted 12,796 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted stock awards vested in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months ended June 30, 2026 and 2025, 3,187 and 3,185, respectively, of the restricted shares vested on the annual anniversaries. The weighted average grant date fair value of the restricted stock awards was $39.42 per share.
In February 2023, the Company granted 17,943 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted stock awards vested in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months ended June 30, 2026 and 2025, 5,982 and 5,979, respectively, of the restricted shares vested on the annual anniversaries. The weighted average grant date fair value of the restricted stock awards was $44.30 per share.
In 2022, the Company granted 25,594 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted stock awards vested in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the six months ended June 30, 2025, 7,664 of the restricted shares vested on the annual anniversary. The weighted average grant date fair value of the restricted stock awards was $46.73 per share.
During 2025, 2024, 2023 and 2022, the Company granted 3,332, 5,418, 5,760 and 4,361, respectively, restricted stock awards to an employee pursuant to the 2015 Plan, with a weighted average grant date fair value of $46.24, $54.16, $44.30 and $55.73, respectively, per share. The restricted stock awards vest in January 2030, subject to the recipient’s continued employment through and on the applicable vesting date.
During the six months ended June 30, 2026, the Company repurchased 4,835 shares of its common stock outstanding at an average repurchase price of $68.85, per share, for an aggregate purchase price of $0.3 million, excluding the excise tax on stock repurchases in excess of issuances, related to shares withheld from vested restricted stock awards to satisfy employees’ minimum statutory tax withholding requirements.
Following is a summary of non-vested restricted share activity:
Weighted Average
Grant Date
Number of
Fair Value
Non-Vested Restricted Shares
Per Share
60,217
49.02
65,688
49.31
Granted
28,411
72.69
46.24
Vested
(22,578)
47.59
(24,879)
47.61
Forfeited
61.70
62,655
59.58
Stock based compensation cost is measured at the grant date based on the fair value of the award and is typically recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Forfeitures are accounted for as they occur. During each of the three months ended June 30, 2026 and 2025, the Company recorded
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expense of $0.3 million and during the six months ended June 30, 2026 and 2025, the Company recorded expense of $0.7 million and $0.6 million, respectively, related to restricted stock awards for employee compensation.
As of June 30, 2026 and December 31, 2025, unrecognized compensation costs, related to non-vested restricted stock awards, were $2.9 million and $1.7 million, respectively. As of June 30, 2026, unrecognized compensation costs will be recognized over a weighted average period of 2.5 years.
14. Revenue Recognition
Revenue consists primarily of real estate sales, hospitality operations and leasing operations. Other revenue consists of real estate brokerage business, title insurance agency and insurance agency business revenue (collectively, “Business Services”) and mitigation bank credit sales revenue. Taxes collected from customers and remitted to governmental authorities (e.g., sales tax) are excluded from revenue, cost of revenue and expenses. The following represents revenue disaggregated by segment, goods or service and timing:
Revenue by Major Good/Service:
52,837
3,560
7,884
5,302
1,141
13,764
78,930
21,648
5,414
Timing of Revenue Recognition:
Recognized at a point in time
62,072
128,095
Recognized over time
15,717
Over lease term
38,057
1,400
3,191
40
1,011
15,317
140
38,097
71,157
18,508
1,320
56,340
98,768
13,806
38
81,168
7,120
11,546
9,448
1,949
27,523
204
127,984
39,069
9,652
95,404
197,566
30,631
70,962
7,583
2,202
119
30,422
283
71,081
111,708
38,005
2,485
82,451
163,198
27,331
15. Other Income (Expense), Net
Other income (expense), net consists of the following:
Interest, dividend and accretion income
995
835
2,011
1,719
Interest income from investments in SPEs
2,003
4,006
Other interest income
264
364
515
Total investment income, net
Interest incurred for project financing and other interest expense
(4,654)
(5,539)
(9,524)
(11,093)
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE
(2,226)
(2,221)
(4,450)
(4,442)
Total interest expense
Loss on disposition of assets
(52)
Miscellaneous expense, net
(220)
(609)
(402)
Investment Income, Net
Interest, dividend and accretion income includes interest income accrued or received on the Company’s cash, cash equivalents and other investments.
Interest income from investments in SPEs primarily includes interest earned on the investments held by Panama City Timber Finance Company, LLC, which is used to pay the interest expense for Senior Notes held by Northwest Florida Timber Finance, LLC. See Note 5. Financial Instruments and Fair Value Measurements for additional information.
Other interest income includes interest earned on the Company’s unimproved land contribution to the unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community and other receivables. See Note 4. Joint Ventures for additional information.
Interest Expense
Interest expense includes interest incurred related to the Company’s project financing, Senior Notes issued by Northwest Florida Timber Finance, LLC, CDD debt and finance leases. Interest expense also includes amortization of debt discount and premium and debt issuance costs. Discount and issuance costs for the Senior Notes issued by Northwest Florida Timber Finance, LLC, are amortized based on the effective interest method at an effective rate of 4.9%. See Note 5. Financial Instruments and Fair Value Measurements for additional information.
During the three and six months ended June 30, 2026 and 2025, the Company did not capitalize interest related to projects under development or construction.
Equity in Income from Unconsolidated Joint Ventures
Equity in income from unconsolidated joint ventures includes the Company’s proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method. Equity in income from unconsolidated joint ventures includes income related to the Latitude Margaritaville Watersound JV of $5.0 million and $8.4 million during
the three months ended June 30, 2026 and 2025, respectively, and $10.0 million and $21.1 million during the six months ended June 30, 2026 and 2025, respectively. The Latitude Margaritaville Watersound JV completed 86 and 137 home sale transactions during the three months ended June 30, 2026 and 2025, respectively, and 169 and 329 home sale transactions during the six months ended June 30, 2026 and 2025, respectively. Equity in income from unconsolidated joint ventures also includes loss related to the Pier Park RI JV of $0.4 million and $1.3 million during the six months ended June 30, 2026 and 2025, respectively. The six months ended June 30, 2025, include start-up, depreciation and interest expenses for the project. Equity in income from unconsolidated joint ventures also includes loss related to the Watersound Fountains Independent Living JV of $0.9 million and $1.0 million during the three months ended June 30, 2026 and 2025, respectively, and $1.8 million and $2.0 million during the six months ended June 30, 2026 and 2025, respectively. The community is under lease-up. See Note 4. Joint Ventures for additional information.
Other Expense, Net
Other expense, net primarily includes expense for design costs for certain commercial assets the Company is no longer pursuing, loss on early extinguishment of debt, fees related to loans, loss on disposal of assets and other income and expense items.
16. Segment Information
The Company conducts primarily all of its business in the following three reportable segments: (1) residential, (2) hospitality and (3) commercial. The Company’s reportable segments are strategic business units that offer different products and services. They are each managed separately and decisions about allocations of resources are determined by management based on these strategic business units.
The accounting policies of the segments are set forth in Note 2 to the Company’s consolidated financial statements contained in Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Total revenue represents sales to unaffiliated customers, as reported in the Company’s condensed consolidated statements of income. All significant intercompany transactions have been eliminated in consolidation. The Company uses total segment revenue, gross profit and income before income taxes and non-controlling interest and other qualitative measures for purposes of making decisions about allocating resources to each segment and assessing each segment’s performance, which the Company believes represents current performance measures.
The Company’s President, Chief Executive Officer and Chairman of the Board is the Chief Operating Decision maker (the “CODM”). For the residential, hospitality and commercial segments, the CODM uses segment revenue, gross profit and income before income taxes and non-controlling interest to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for the profit measures when making decisions about allocating capital and personnel to the segments. The CODM also uses segment revenue and gross profit for evaluating product pricing and segment income before income taxes and non-controlling interest to assess the performance for each segment by comparing the results and return on assets of each segment with one another and in the compensation of certain employees.
The Company does not allocate income taxes or certain unusual items to segments. In addition, the hospitality and commercial segments have significant non-cash depreciation and amortization in reported profit or loss.
The caption entitled “Other” consists of Business Services revenue and cost of revenue; mitigation bank credit sales revenue and cost of revenue; corporate operating expenses; corporate depreciation and amortization and corporate other income and expense items.
Information by business segment is as follows:
Hospitality (a)
Commercial (b)
Other (c)
Consolidated revenue
Cost of revenue:
Cost of residential revenue (d)
27,518
21,138
43,221
39,104
Cost of hospitality revenue (a) (d)
45,755
43,812
81,325
76,701
Cost of commercial revenue (b) (d)
7,470
7,838
13,534
14,872
Cost of other revenue (c) (d)
4,664
906
8,430
1,610
Consolidated cost of revenue (d)
85,407
73,694
146,510
132,287
Gross profit:
25,319
16,959
37,947
31,977
33,175
27,345
46,659
35,007
14,178
10,670
25,535
23,133
750
414
1,222
875
Consolidated gross profit
73,422
55,388
111,363
90,992
Corporate and other operating expenses:
Residential (d)
1,498
1,151
2,843
2,355
Hospitality (d)
517
413
1,052
849
Commercial (d)
1,153
2,460
2,272
Other (c) (d)
4,047
3,725
9,280
7,546
Consolidated corporate and other operating expenses (d)
Depreciation, depletion and amortization:
117
7,008
7,190
14,025
14,352
4,233
4,640
8,477
9,452
225
Consolidated depreciation, depletion and amortization
Investment income, net:
357
891
185
Other (e)
2,883
2,802
5,825
5,600
Consolidated investment income, net
Interest expense:
89
90
178
2,171
2,650
4,453
5,310
2,392
2,797
4,888
Other (f)
2,228
2,223
4,455
4,444
Consolidated interest expense
6,880
7,760
13,974
15,535
Equity in income (loss) from unconsolidated joint ventures:
Residential (g)
Commercial (h)
(888)
(2,040)
(3,430)
Consolidated equity in income from unconsolidated joint ventures
Other income (expense), net:
123
75
247
(34)
(63)
(53)
(154)
(723)
(229)
(868)
(500)
102
61
Income (loss) before income taxes:
29,080
24,525
45,677
51,532
23,556
17,060
27,261
14,404
Commercial (b) (h)
5,123
976
6,809
1,957
Other (c) (e) (f)
(2,661)
(2,838)
(6,852)
(5,694)
Consolidated income before income taxes
Capital expenditures:
14,779
26,274
26,115
51,407
986
4,402
3,713
7,176
7,070
5,554
12,978
10,104
1,161
1,845
Total capital expenditures
23,996
36,483
44,651
69,230
Investment in unconsolidated joint ventures:
14,206
Total assets:
256,566
238,506
441,248
450,534
496,271
505,490
314,262
323,896
17. Commitments and Contingencies
The Company establishes an accrued liability when it is both probable that a material loss has been incurred and the amount of the loss can be reasonably estimated. The Company will evaluate the range of reasonably estimated losses and record an accrued liability based on what it believes to be the minimum amount in the range, unless it believes an amount within the range is a better estimate than any other amount. In such cases, there may be an exposure to loss in excess of the amounts accrued. The Company evaluates quarterly whether further developments could affect the amount of the accrued liability previously established or would make a loss contingency both probable and reasonably estimable.
The Company also provides disclosure when it believes it is reasonably possible that a material loss will be incurred or when it believes it is reasonably possible that the amount of a loss will exceed the recorded liability. The Company reviews loss contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. This estimated range of possible losses is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate.
The Company is subject to a variety of litigation, claims, other disputes and governmental proceedings that arise from time to time in the ordinary course of its business, including litigation related to its prior development activities. The Company cannot make assurances that it will be successful in defending these matters. Based on current knowledge, the Company does not believe that loss contingencies arising from pending litigation, claims, other disputes and governmental proceedings, including those described herein, will have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period.
The Company is subject to costs arising out of environmental laws and regulations, which include obligations to remove or limit the effects on the environment of the disposal or release of certain wastes or substances at various sites, including sites which have been previously sold. It is the Company’s policy to accrue and charge against earnings environmental cleanup costs when it is probable that a liability has been incurred and a range of loss can be reasonably estimated. As assessments and cleanups proceed, these accruals are reviewed and adjusted, if necessary, as additional information becomes available. The Company is in the process of assessing certain properties in regard to the effects, if any, on the environment from the disposal or release of wastes or substances. Management is unable to quantify future rehabilitation costs at this time or provide a reasonably estimated range of loss.
Other litigation, claims and disputes, including environmental matters, are pending against the Company. The Company did not have any accrued aggregate liabilities related to the matters described above as of June 30, 2026. Accrued aggregate liabilities related to the matters described above and other litigation matters were $0.1 million as of December 31, 2025. Significant judgment is required in both the determination of probability and whether the amount of an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, management reassesses potential
liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations for any particular reporting period.
The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage, including its timber assets.
As of June 30, 2026 and December 31, 2025, the Company was required to provide surety bonds that guarantee completion and maintenance of certain infrastructure in certain development projects and mitigation banks, as well as other financial guarantees of $29.3 million and $14.7 million, respectively, as well as standby letters of credit in the amount of $0.4 million as of both periods, which may potentially result in liability to the Company if certain obligations of the Company are not met.
As of June 30, 2026, the Company had a total of $40.0 million, primarily in construction and development related contractual obligations.
In 2019, the Company’s unconsolidated Pier Park TPS JV, entered into a $14.4 million loan, as amended (the “Pier Park TPS JV Loan”). The loan bore interest at SOFR plus 2.6%. The Pier Park TPS JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR. The interest rate swap fixed the variable rate on the related debt, initially at $14.4 million to a rate of 5.2%. The interest rate swap matured in January 2026. See Note 5. Financial Instruments and Fair Value Measurements for additional information.
In April 2026, the Pier Park TPS JV amended the Pier Park TPS JV Loan, which decreased the principal balance to $10.8 million, reduced the interest rate to SOFR plus 2.1%, with a floor of 2.6%, and provides for monthly principal and interest payments with a final balloon payment at maturity in April 2031. The loan is secured by the real and personal property and certain other Security Interests. In connection with the amended loan, the Company, a wholly-owned subsidiary of the Company and the Company’s JV partner entered into a joint and several payment and performance guarantee in favor of the lender. The guarantee contains customary provisions providing for full recourse upon the occurrence of certain events. As guarantor, the Company’s liability under the loan can be reduced to 50% of the outstanding principal amount upon the project reaching and maintaining a trailing six months of operations with a certain debt service coverage ratio and further reduced to 25% of the outstanding principal amount upon reaching and maintaining a trailing twelve months of operations with a certain debt service coverage ratio. As of June 30, 2026 and December 31, 2025, $10.7 million and $12.8 million, respectively, was outstanding on the Pier Park TPS JV Loan. See Note 4. Joint Ventures for additional information.
In 2020, the Company’s unconsolidated Latitude Margaritaville Watersound JV, entered into a $45.0 million loan, as amended (the “Latitude Margaritaville Watersound JV Loan”). The loan bears interest at SOFR plus 2.5%, with a floor of 3.0%. The loan provides for monthly interest payments with a final balloon payment at maturity in January 2029, with an option to extend the maturity date by one year, subject to bank approval. The loan is secured by the real and personal property and certain other Security Interests. In connection with the loan, the Company and the Company’s JV partner entered into an unconditional guaranty of completion of certain homes and related improvements in favor of the lender. As of June 30, 2026 and December 31, 2025, there was no balance outstanding on the Latitude Margaritaville Watersound JV Loan. See Note 4. Joint Ventures for additional information.
In 2021, the Company’s unconsolidated Watersound Fountains Independent Living JV, entered into a $41.9 million loan, as amended (the “Watersound Fountains JV Loan”). The loan bears interest at SOFR plus 2.1%, with a floor of 2.6%. The loan provides for monthly principal and interest payments with a final balloon payment at maturity in April 2027. The loan includes an option for an extension of the maturity date by twelve months, subject to certain conditions, which would provide for continued monthly principal and interest payments with a final balloon payment at the extended maturity date. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company executed a guarantee in favor of the lender to guarantee the payment and performance of the borrower under the Watersound Fountains JV Loan. The guarantee contains customary provisions providing for full recourse upon the occurrence of certain events. The Company, as the guarantor, receives a quarterly fee related to the guarantee from its JV partners based on the JV partners’ ownership percentage. As of June 30, 2026 and December 31, 2025, $40.8
million and $41.2 million, respectively, was outstanding on the Watersound Fountains JV Loan. See Note 4. Joint Ventures for additional information.
In 2022, the Company’s unconsolidated Electric Cart Watersound JV, entered into a $5.4 million loan (the “Electric Cart Watersound JV Loan”). The loan bears interest at SOFR plus 1.8%, with a floor of 2.1%. The loan provides for monthly principal and interest payments with a final balloon payment at maturity in September 2032. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company, a wholly-owned subsidiary of the Company and the Electric Cart Watersound JV entered into a joint and several payment and performance guarantee in favor of the lender. After the initial forty-eight months of the loan, the Company’s liability as guarantor under the loan will be reduced to 50% of the outstanding principal balance upon reaching a certain debt service coverage and other conditions. The Company is the sole guarantor and receives a quarterly fee related to the guarantee from its JV partner based on the JV partner’s ownership percentage. As of June 30, 2026 and December 31, 2025, $4.2 million and $4.3 million, respectively, was outstanding on the Electric Cart Watersound JV Loan. See Note 4. Joint Ventures for additional information.
The Company has assessed the need to record a liability for the guarantees related to the Company’s unconsolidated JVs and did not record an obligation as of both June 30, 2026 and December 31, 2025. As of both June 30, 2026 and December 31, 2025, allowance for credit losses related to the contingent aspect of these guarantees, based on historical experience and economic trends, was $0.1 million and is included within accounts payable and other liabilities on the condensed consolidated balance sheets.
As part of a certain sale of forestry land in 2014, the Company generated significant tax gains. The installment note’s structure allowed the Company to defer the resulting federal and state tax liability of $45.6 million until 2029, the maturity date for the installment note. The Company has a deferred tax liability related to the gain in connection with the sale. At the maturity date of the installment note in 2029, the $200.0 million time deposit included in investments held by special purpose entities will be used to pay the $180.0 million of principal for the Senior Notes held by special purpose entity and the remaining $20.0 million will become available to the Company, which can be used to pay a portion of the tax liability. See Note 5. Financial Instruments and Fair Value Measurements for additional information.
18. Related Party Transactions
The Company provides land, mitigation bank credits, impact and other fees, property for lease and services to certain unconsolidated JVs. The Company recognized revenue related to these transactions of $0.4 million and $0.7 million during the three months ended June 30, 2026 and 2025, respectively, and $1.0 million and $1.6 million during the six months ended June 30, 2026 and 2025, respectively. As of both June 30, 2026 and December 31, 2025, receivables from unconsolidated JVs were $1.0 million.
The Watersound Management JV provides leasing management services for the Company’s multi-family communities. The Company incurred expense related to these transactions of $0.6 million during each of the three months ended June 30, 2026 and 2025 and $1.3 million during each of the six months ended June 30, 2026 and 2025. See Note 4. Joint Ventures for additional information.
The Company incurred land development and planning costs reimbursements to the Latitude Margaritaville Watersound JV of less than $0.1 million and $0.6 million during the three months ended June 30, 2026 and 2025, respectively, and less than $0.1 million and $1.1 million during the six months ended June 30, 2026 and 2025, respectively, which were primarily included in investment in real estate, net on the condensed consolidated balance sheets. As of June 30, 2026, there were no payables to related parties. As of December 31, 2025, $0.1 million was payable to the Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures for additional information.
19. Subsequent Events
On July 29, 2026, the Company’s Board of Directors declared a cash dividend of $0.16 per share on the Company’s common stock, payable on September 18, 2026, to shareholders of record at the close of business on August 21, 2026.
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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on 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 “Forward-Looking Statements” below and “Risk Factors” beginning on page 7 of our Annual Report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report on Form 10-Q, unless required by law.
Business Overview
St. Joe is a diversified Florida 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. 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. We enter into these arrangements for the purposes of developing real estate and other business activities, which we believe allows us to complement our growth strategy, leverage industry expertise and diversify our business. We may partner with or explore the sale of discrete assets, such as our sale of a senior living community property in September 2025, in order to optimize resource allocation and maximize value. See Note 4. Joint Ventures for additional information. We seek to continue to enhance the value of our owned real estate assets by developing residential, hospitality and commercial projects to meet market demand. 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.
We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for our shareholders. We intend to continue to focus on our core business activity of real estate development, asset management and operations by developing long-term, scalable residential communities, growing our hospitality offerings and expanding our portfolio of income producing commercial properties. In addition, we operate a real estate brokerage business, title insurance agency and insurance agency business. We continue to develop a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future business. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. These investments are made with a long-term value creation perspective. Timing of projects may be subject to delays caused by factors beyond our control. 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.
Our real estate investment strategy focuses on projects that meet long-term risk-adjusted return criteria. Our practice is to only incur such expenditures when our analysis indicates that a project will generate a return equal to or greater than the threshold return over its life.
Highlights for the second quarter of 2026 compared to the second quarter of 2025 include:
Market Conditions
While macroeconomic factors such as uncertainty over tariffs, continued inflation, geopolitical conflicts, elevated interest rates and higher insurance costs for consumers and overall consumer confidence, among other things, continued to produce economic headwinds and impacted buyer sentiment in many parts of the country, our segments continued to generate positive financial results through the first six months of 2026. We believe this is primarily due to the continued growth of Northwest Florida as a result of net migration, which we attribute to the region’s high quality of life, natural beauty and outstanding amenities.
Elevated interest rates, market conditions in home states, and higher insurance costs have negatively impacted or delayed the ability of some buyers to obtain financing or sell their existing homes in their home states. The negative impact has been partially offset by the net migration into our markets and the number of cash buyers. In addition, we have not experienced 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.
Reportable Segments
We conduct primarily all of our business in the following three reportable segments: (1) residential, (2) hospitality and (3) commercial.
The following table sets forth the relative contribution of these reportable segments to our consolidated revenue:
Revenue
33.3
29.5
31.5
31.9
49.7
55.1
49.6
50.0
13.6
14.4
15.2
17.0
3.4
1.0
1.1
100.0
For more information regarding our reportable segments see Note 16. Segment Information.
Residential Segment
Our residential segment primarily plans and develops residential communities of various sizes across a wide range of price points and sells homesites to homebuilders or retail consumers. Our residential segment also evaluates opportunities to enter into JV agreements for specific communities such as Latitude Margaritaville Watersound.
The residential segment generates revenue from sales of homesites, homes and other residential land and certain homesite residuals from homebuilder sales that provide us a percentage of the sale price of the completed home if the home price exceeds a negotiated threshold. Revenue is recognized at the point in time when a sale is closed and title and control have been transferred to the buyer. The residential segment also generates revenue from the sale of tap and impact fee credits, marketing fees and other fees on certain transactions. Certain homesite residuals and other revenue related to homebuilder homesite sales are recognized in revenue at the point in time of the closing of the sale. The
48
residential segment incurs costs from direct costs (e.g., development and construction costs), selling costs and other indirect costs. Cost of real estate revenue excludes depreciation, depletion and amortization expense.
Our residential segment includes the Bayside at Ward Creek, Breakfast Point East, Breakwater at Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, Salt Grass at Ward Creek, Titus Park, Watersound Camp Creek, Watersound Origins, Watersound Origins West and WindMark Beach communities, which are large scale, multi-phase communities with current development activity, sales activity or future phases. 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, Lake Powell Estates, Park Place East, Pigeon Creek, Teachee, West Bay Creek and West Laird projects have phases of homesites in preliminary planning or permitting. Homesites in these projects will be developed based on market demand.
The SummerCamp Beach community has homesites available for sale and along with the RiverCamps and SouthWood communities, have additional lands for future development.
The Latitude Margaritaville Watersound community is a 55+ active adult residential community in Bay County, Florida. The community is located near the Intracoastal Waterway with convenient access to the Northwest Florida Beaches International Airport. The community is being developed through our unconsolidated Latitude Margaritaville Watersound JV with our partner Minto Communities USA, a homebuilder and community developer, and is estimated to include approximately 3,700 residential homes, which are being developed in smaller increments of discrete neighborhoods. As of June 30, 2026, the unconsolidated Latitude Margaritaville Watersound JV had completed 2,359 home sale transactions of the total estimated 3,700 homes planned in the community and had 183 homes under contract, which are expected to result in a sales value to the JV of approximately $115.1 million at closing of the homes. See Note 4. Joint Ventures for additional information.
The residential homesite pipeline by community/project is as follows:
Residential Homesite Pipeline (a)
Platted or
Additional
Under
Engineering
Entitlements with
Community/Project
Location
Development
or Permitting
Concept Plan
Breakfast Point East (b)
Bay County, FL
171
270
College Station
199
238
East Lake Creek (b)
166
East Lake Powell (c)
Lake Powell (d)
1,323
Lake Powell Estates
Latitude Margaritaville Watersound (d) (e)
1,262
104
1,366
Salt Creek at Mexico Beach (b)
Park Place
Park Place East
2,000
Pigeon Creek (d)
340
2,990
3,330
RiverCamps (c)
SouthWood (f)
Leon County, FL
920
SummerCamp Beach (b)
Franklin County, FL
200
Teachee (d)
103
1,647
Titus Park
522
Bayside at Ward Creek (d)
156
177
333
Breakwater at Ward Creek (d)
95
Salt Grass at Ward Creek (d)
Watersound Camp Creek (f)
Walton County, FL
Watersound Origins (f)
Watersound Origins West (d)
220
2,816
3,143
West Bay Creek (d)
5,250
West Laird (d)
2,390
WindMark Beach (f)
Gulf County, FL
474
648
Total Homesites
2,288
1,509
21,337
25,134
49
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 June 30, 2026, we had eighteen different homebuilders within our residential communities. As of June 30, 2026, we had 3,077 residential homesites under contract, which include 1,326 homesites within the Pigeon Creek project, which is structured to include significant variable revenue due to its long-term nature. In addition, as of June 30, 2026, we had approximately 647 entitled but undeveloped homesites within the SouthWood community under contract. Excluding the Pigeon Creek project and SouthWood community contracts due to their scale and timing, the remaining 1,104 residential homesites under contract are expected to result in revenue of approximately $109.2 million, plus residuals, at closing of the homesites over the next several years. By comparison, as of June 30, 2025, we had 1,209 residential homesites under contract, with an expected revenue of approximately $121.7 million, plus residuals. The change in homesites under contract is due to homesite transactions since the end of the prior period, new contracts, and the amount of remaining homesites in current phases of the residential communities. Homesite prices vary significantly by community and often sell in concentrated transactions that may impact period over period results.
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, marinas and other entertainment offerings. The hospitality segment generates revenue from membership sales, golf courses, lodging at our hotels, food and beverage operations, merchandise sales, marina operations (including boat slip rentals, boat storage fees and fuel sales), other resort and entertainment activities and beach clubs, which include food and beverage operations of the WaterColor Beach Club. Hospitality revenue is generally recognized at the point in time services are provided and represents a single performance obligation with a fixed transaction price. Hospitality revenue recognized over time includes non-refundable club membership initiation fees, club membership dues and other membership fees. The hospitality segment incurs costs from the services and goods provided, personnel costs, maintenance of the facilities and holding costs of the assets. From time to time, we may explore the sale of certain hospitality properties, the development of new hospitality properties, as well as new entertainment and management opportunities. Our hospitality segment may also generate revenue from the sale of operating properties. Real estate sales in our hospitality segment incur costs of revenue directly associated with the land, development, construction and selling costs. Cost of hospitality revenue and cost of real estate revenue exclude depreciation, depletion and amortization expense. Some of our JV assets and other assets incur interest and financing expenses related to the loans as described in Note 8. Debt, Net.
Watersound Club provides club members access to our member facilities, which include the Watersound Beach Club, Camp Creek golf course and amenities, Shark’s Tooth golf course and tennis center, The Third golf course and The Sporting Preserve. Watersound Club offers different types of club memberships, each with different access rights and associated fee structures. Watersound Club is focused on creating an outstanding membership experience combined with the luxurious aspects of a destination resort. Watersound Beach Club located on Scenic Highway 30A with over one mile of Gulf frontage, has two resort-style pools, two restaurants, three bars, kid’s room and a recreation area. Camp Creek includes an 18-hole golf course, a full club house, health and wellness center, three restaurants, a tennis and pickle ball center, a resort-style pool complex with separate adult pool, a golf teaching academy, pro shop and multi-sport fields. Shark’s Tooth includes an 18-hole golf course, tennis center, a full club house, a pro shop, as well as two food and beverage outlets. The Third includes an 18-hole golf course. The Sporting Preserve includes a 12-stand sporting clays course. Guests of some of our hotels also have access to certain Watersound Club amenities.
Watersound Origins amenities include a resort-style pool, fitness center, pickle ball courts and tennis courts located in the community. Access to these amenities is reserved to Watersound Origins, Watersound Origins West and Watersound Villas on the Fairway members consisting of the communities’ residents. In addition, an executive golf course located in the community is available to residents and for public play.
We own and operate the award-winning WaterColor Inn (which includes the Fish Out of Water restaurant) and The Pearl Hotel (which includes the Havana Beach Bar & Grill restaurant); the Camp Creek Inn, the Hilton Garden Inn Panama City Airport, the Homewood Suites by Hilton Panama City Beach, the Hotel Indigo Panama City Marina, the Home2 Suites by Hilton Santa Rosa Beach and the Watersound Inn. With our JV partners, we own and operate The Lodge 30A and the Embassy Suites by Hilton Panama City Beach Resort. We also operate the WaterColor Beach Club, which includes food and beverage operations and other hospitality related activities, such as beach chair rentals.
Our hotel portfolio by property is as follows:
Hotel
Rooms (a)
Camp Creek Inn
WaterColor Inn
The Pearl Hotel
Watersound Inn
The Lodge 30A (b)
Home2 Suites by Hilton Santa Rosa Beach
Embassy Suites by Hilton Panama City Beach Resort (b)
255
Hilton Garden Inn Panama City Airport
Homewood Suites by Hilton Panama City Beach
Hotel Indigo Panama City Marina
124
TownePlace Suites by Marriott Panama City Beach Pier Park (c)
Residence Inn Panama City Beach Pier Park (d)
Total rooms
1,298
We own and operate two marinas, the Point South Marina Bay Point in Bay County, Florida and Point South Marina Port St. Joe in Gulf County, Florida. We are planning new marinas along the Intracoastal Waterway.
We also own and operate retail stores, standalone restaurants and other entertainment assets.
In addition to the properties listed above, we have a number of hospitality projects in various stages of planning.
Commercial Segment
Our commercial segment includes leasing of commercial property, multi-family, self-storage and other assets, as well as senior living prior to the sale of the Watercrest JV’s senior living community property in September 2025. See Note 4. Joint Ventures for additional information. The commercial segment also oversees the planning, development, entitlement, management and sale of our commercial and forestry land holdings for a variety of uses, including a broad range of retail, office, hotel, senior living, multi-family, self-storage and industrial properties. We believe the diversity of our commercial segment complements the growth of our residential and hospitality segments. We provide development opportunities for national, regional and local retailers and other strategic partners in Northwest Florida. We own and manage retail shopping centers and develop commercial parcels. We are currently developing the Watersound Town Center in Walton County, Florida and Watersound West Bay Center in Bay County, Florida. These lifestyle centers are complementary to the Watersound Origins, Watersound Origins West and Latitude Margaritaville Watersound residential communities. In conjunction with Florida State University (“FSU”) and Tallahassee Memorial Hospital (“TMH”), we are in the process of developing an 87-acre medical campus in Panama City Beach, Florida. We have large
51
land holdings near the Pier Park retail center, adjacent to the Northwest Florida Beaches International Airport, near or within business districts in the region and along major roadways. We lease land for various other uses. The commercial segment manages our timber holdings in Northwest Florida, which includes growing and selling pulpwood, sawtimber and other products.
The commercial segment generates leasing revenue and incurs leasing expenses primarily from maintenance and management of our properties, personnel costs and asset holding costs. Our commercial segment generates revenue from the sale of developed and undeveloped land, timber holdings or land with limited development and/or entitlements and the sale of commercial operating properties. Real estate sales in our commercial segment incur costs of revenue directly associated with the land, development, construction, timber and selling costs. Our commercial segment generates timber revenue primarily from open market sales of timber on site without the associated delivery costs. Cost of leasing revenue and cost of real estate revenue exclude depreciation, depletion and amortization expense. Some of our JV assets and other assets incur interest and financing expenses related to loans as described in Note 8. Debt, Net.
Total units and percentage leased for multi-family and senior living communities by location are as follows:
Percentage
Leased
Units
of Units
Planned (a)
Completed
Multi-family
Pier Park Crossings (b)
240
231
96
229
Pier Park Crossings Phase II (b)
120
109
Watersound Origins Crossings (b)
217
213
198
North Bay Landing
232
97
Mexico Beach Crossings (b)
216
210
94
Watersound Villas on the Fairway (c)
WindMark Beach
68
Total multi-family units (d)
1,064
1,024
1,104
988
Senior living
Watersound Fountains (e)
148
80
54
69
Total senior living units
Total units
1,212
1,252
1,057
84
As of June 30, 2026, our leasing portfolio consists of approximately 1,196,000 square feet of leasable space for mixed-use, retail, industrial, office, self-storage and medical uses. Through separate unconsolidated JVs, other commercial properties that are operated by our JV partners include a 124-room TownePlace Suites by Marriott, a 121-room Residence Inn, a Busy Bee branded fuel station and convenience store, which includes a Starbucks, and a golf cart sales and service facility, all located in Bay County, Florida.
52
The total net leasable building square feet and percentage leased of leasing properties are as follows:
Net
Leasable
Square
Feet*
Pier Park North (a) (b)
318,278
100
320,310
VentureCrossings
303,605
Watersound Town Center (c) (d)
161,108
149,210
Beckrich Office Park (d) (e)
80,675
87
FSU/TMH Medical Campus
78,670
Watersound Self-Storage
67,694
93
WindMark Beach Town Center (d) (f)
44,748
57
Watersound West Bay Center (g)
21,369
59
3,366
Cedar Grove Commerce Park
19,389
WaterColor Town Center (d)
17,560
Port St. Joe Commercial
16,964
Beach Commerce Park (d)
14,800
South Walton Commerce Park
11,570
Watersound Gatehouse (d) (h)
6,453
10,271
Other (i)
Bay, Gulf and Walton Counties, FL
33,096
35,208
1,195,979
1,174,040
In addition to the leased properties above, we have ground leases in various locations of our land holdings.
We have commercial projects under development and construction as detailed in the table below. In addition to these properties, we have other commercial buildings and sites in various stages of planning and development.
Completed Square Feet
Square Feet Under Construction
Additional Planned Square Feet
Total Square Feet*
Watersound Town Center (a)
168,887
231,113
400,000
Watersound West Bay Center (b) (c)
33,182
69,134
397,684
500,000
241,330
320,000
280,739
870,127
1,220,000
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We base these estimates on historical experience, available current market information and on various other assumptions that management believes are reasonable under the circumstances. Additionally, we evaluate the results of these estimates on an on-going basis. Management’s estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and our accounting estimates are subject to change.
Critical accounting policies that we believe reflect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements are set forth in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in these policies during the first six months of 2026, however we cannot assure you that these policies will not change in the future.
Recently Adopted and Issued Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this report for recently issued or adopted accounting standards, including the date of adoption and effect on our condensed consolidated financial statements.
Seasonality and Market Variability
Our 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. 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.
Results of Operations
Consolidated Results
The following table sets forth a comparison of the results of our operations:
In millions
69.6
43.8
109.3
82.1
74.2
68.8
118.9
108.4
15.0
16.5
29.7
32.8
158.8
129.1
257.9
223.3
35.7
23.8
57.2
42.6
43.7
42.3
77.6
74.7
7.6
11.7
7.2
6.4
15.6
13.0
11.4
12.0
22.8
24.1
104.0
92.1
184.9
169.4
54.8
37.0
73.0
53.9
3.2
6.5
6.6
(6.9)
(7.8)
(14.0)
(15.5)
4.5
7.5
8.0
17.7
(0.5)
(0.2)
(0.6)
(0.1)
8.3
39.7
72.9
62.2
(14.1)
(9.9)
(18.6)
(15.8)
41.0
29.8
54.3
46.4
Real Estate Revenue and Gross Profit
The following table sets forth a comparison of our total consolidated real estate revenue and gross profit:
% (a)
Dollars in millions
Residential real estate revenue
52.8
75.9
38.1
87.0
81.2
74.3
71.0
86.5
Commercial, forestry and hospitality real estate revenue
10.4
14.9
3.3
16.7
15.3
7.9
Timber revenue
1.6
2.0
1.8
2.5
Other revenue
5.3
9.4
8.6
2.1
2.6
Residential real estate
47.9
44.6
37.9
46.7
44.9
Commercial, forestry and hospitality real estate
7.0
67.3
48.5
11.3
67.7
4.7
72.3
Timber
0.9
81.8
84.6
80.0
84.0
0.7
13.2
27.3
13.8
0.8
Gross profit
33.9
48.7
20.0
45.7
52.1
47.7
39.5
48.1
Residential Real Estate Revenue and Gross Profit. During the three months ended June 30, 2026, residential real estate revenue increased $14.7 million, or 38.6%, to $52.8 million, as compared to $38.1 million during the same period in 2025. During the three months ended June 30, 2026, residential real estate gross profit increased $8.3 million to $25.3 million (or gross margin of 47.9%), as compared to $17.0 million (or gross margin of 44.6%) during the same period in 2025. During the three months ended June 30, 2026, we sold 224 homesites, 15 homes and had an unimproved residential land sale within our SummerCamp Beach community of $2.5 million, compared to 225 homesites, 10 homes and no unimproved residential land sales during the same period in 2025. During the three months ended June 30, 2026 and 2025, the average base revenue, excluding homesite residuals, per homesite sold was approximately $121,000 and $122,000, respectively. 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 development and the volume of sales within each of the communities. The number of homesites sold varied each period due to the timing of homebuilder contractual closing obligations in our residential communities.
During the six months ended June 30, 2026, residential real estate revenue increased $10.2 million, or 14.4%, to $81.2 million, as compared to $71.0 million during the same period in 2025. During the six months ended June 30, 2026, residential real estate gross profit increased $6.0 million to $37.9 million (or gross margin of 46.7%), as compared to $31.9 million (or gross margin of 44.9%) during the same period in 2025. During the six months ended June 30, 2026, we sold 392 homesites, 21 homes and had an unimproved residential land sale within our SummerCamp Beach community of $2.5 million, compared to 474 homesites, 10 homes and no unimproved residential land sales during the same period in 2025. During the six months ended June 30, 2026 and 2025, the average base revenue, excluding homesite residuals, per homesite sold was approximately $121,000 and $118,000, respectively. 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 development and the volume of sales within each of the communities. The number of homesites sold varied each period due to the timing of homebuilder contractual closing obligations in our residential communities.
Commercial, Forestry and Hospitality Real Estate Revenue and Gross Profit. During the three months ended June 30, 2026, we had six commercial, forestry and hospitality real estate sales totaling approximately 24 acres for $10.4 million, resulting in a gross profit of $7.0 million (or gross margin of 67.3%). The commercial, forestry and hospitality
real estate sales during the three months ended June 30, 2026, included the sale of a vacation rental property used in hospitality operations for $3.6 million, resulting in a gross margin of approximately 63.9%. During the three months ended June 30, 2025, we had five commercial, forestry and hospitality real estate sales totaling approximately 11 acres for $3.3 million, resulting in a gross profit of $1.6 million (or gross margin of 48.5%), which included the sale of a property used in hospitality operations for $1.4 million.
During the six months ended June 30, 2026, we had ten commercial, forestry and hospitality real estate sales totaling approximately 139 acres for $16.7 million, resulting in a gross profit of $11.3 million (or gross margin of 67.7%). The commercial, forestry and hospitality real estate sales during the six months ended June 30, 2026, included the sale of two vacation rental properties used in hospitality operations for $7.1 million, resulting in a gross margin of approximately 63.4%. During the six months ended June 30, 2025, we had seven commercial, forestry and hospitality real estate sales totaling approximately 144 acres for $6.5 million, resulting in a gross profit of $4.7 million (or gross margin of 72.3%), which included the sale of a property used in hospitality operations for $1.4 million.
Revenue from 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 property sold. Sales of forestry land typically have a lower cost basis than residential, commercial and hospitality real estate sales. In addition, our cost basis in real estate can vary depending on the amount of development, construction or other costs incurred on the property.
Timber Revenue and Gross Profit. Timber revenue decreased $0.2 million, or 15.4%, to $1.1 million during the three months ended June 30, 2026, as compared to $1.3 million in the same period in 2025. There were 70,000 tons of wood products sold at an average price per ton of $15.30 during the three months ended June 30, 2026, as compared to 62,000 tons of wood products sold at an average price per ton of $19.64, during the same period in 2025. Timber gross margin was 81.8% during the three months ended June 30, 2026, as compared to 84.6% during the same period in 2025. The decrease in revenue and gross margin was primarily due to product mix sold in the current period.
Timber revenue decreased $0.5 million, or 20.0%, to $2.0 million during the six months ended June 30, 2026, as compared to $2.5 million in the same period in 2025. There were 122,000 tons of wood products sold at an average price per ton of $15.58 during the six months ended June 30, 2026, as compared to 135,000 tons of wood products sold at an average price per ton of $16.90, during the same period in 2025. Timber gross margin was 80.0% during the six months ended June 30, 2026, as compared to 84.0% during the same period in 2025. The decrease in revenue and gross margin was primarily due to product mix and a decrease in tons of wood products sold in the current period.
Other Revenue. Other revenue primarily consists of our Business Services revenue and mitigation bank credit sales. Other revenue increased $4.2 million during the three months ended June 30, 2026, compared to the same period in 2025. Other gross margin was 13.2% during the three months ended June 30, 2026, as compared to 27.3% during the same period in 2025. The change in other revenue and gross margin was primarily due to our real estate brokerage business, which began operations in the second quarter of 2025.
Other revenue increased $7.3 million during the six months ended June 30, 2026, compared to the same period in 2025. Other gross margin was 13.8% during the six months ended June 30, 2026, as compared to 38.1% during the same period in 2025. The change in other revenue and gross margin was primarily due to our real estate brokerage business, which began operations in the second quarter of 2025.
Hospitality Revenue and Gross Profit
30.5
26.5
41.3
33.7
Gross margin
41.1
38.5
34.7
31.1
Hospitality revenue increased $5.4 million, or 7.8%, to $74.2 million during the three months ended June 30, 2026, as compared to $68.8 million in the same period in 2025. The increase in hospitality revenue was primarily related to membership and ancillary spend increases. The increase in revenue was also related to an increase in hotel operations in average daily rate (“ADR”), occupancy and guest incidental spend. Hospitality gross margin increased to 41.1% during the three months ended June 30, 2026, compared to 38.5% during the same period in 2025. The increase in gross margin was primarily due to the continued stabilization of the properties and improvements in management of operating expenses.
Hospitality revenue increased $10.5 million, or 9.7%, to $118.9 million during the six months ended June 30, 2026, as compared to $108.4 million in the same period in 2025. The increase in hospitality revenue was primarily related to membership and ancillary spend increases. The increase in revenue was also related to an increase in hotel operations in ADR, occupancy and guest incidental spend. As of June 30, 2026, Watersound Club had 3,723 members, compared with 3,551 members as of June 30, 2025, a net increase of 172 members. As of both June 30, 2026 and 2025, we had 1,053 operational hotel rooms (excluding 245 hotel rooms related to unconsolidated JVs). Hospitality gross margin increased to 34.7% during the six months ended June 30, 2026, compared to 31.1% during the same period in 2025. The increase in gross margin was primarily due to the continued stabilization of the properties and improvements in management of operating expenses.
Leasing Revenue and Gross Profit
9.0
8.9
18.0
17.8
60.0
60.6
Leasing revenue decreased $1.5 million, or 9.1%, to $15.0 million during the three months ended June 30, 2026, as compared to $16.5 million in the same period in 2025. The decrease was primarily due to the sale of Watercrest JV’s senior living community property in September 2025, which ceased operating activities, and the sale of townhomes in the Watersound Villas on the Fairway community since the end of the prior period. The decrease was partially offset by additional commercial property leases. Leasing gross margin increased to 60.0% during the three months ended June 30, 2026, as compared to 53.9% during the same period in 2025. The increase in leasing gross margin was primarily due to additional leases in the current period and the sale of the Watercrest JV’s senior living community property, which operated with lower margins.
Leasing revenue decreased $3.1 million, or 9.5%, to $29.7 million during the six months ended June 30, 2026, as compared to $32.8 million in the same period in 2025. The decrease was primarily due to the sale of Watercrest JV’s senior living community property in September 2025, which ceased operating activities, and the sale of townhomes in the Watersound Villas on the Fairway community since the end of the prior period. The decrease was partially offset by additional commercial property leases. Leasing gross margin increased to 60.6% during the six months ended June 30, 2026, as compared to 54.3% during the same period in 2025. The increase in leasing gross margin was primarily due to additional leases in the current period and the sale of the Watercrest JV’s senior living community property, which operated with lower margins.
Corporate and Other Operating Expenses
Employee costs
Property taxes and insurance
1.7
Professional fees
0.5
1.9
Marketing and owner association costs
0.6
Occupancy, repairs and maintenance
0.1
0.4
Other miscellaneous
Total corporate and other operating expenses (a)
Corporate and other operating expenses increased $0.8 million, or 12.5%, to $7.2 million during the three months ended June 30, 2026, as compared to $6.4 million in the same period in 2025. The increase in corporate and other operating expenses was primarily related to employee costs, owner association assessments, repairs and maintenance and marketing costs.
Corporate and other operating expenses increased $2.6 million, or 20.0%, to $15.6 million during the six months ended June 30, 2026, as compared to $13.0 million in the same period in 2025. The increase in corporate and other operating expenses was primarily related to compensation payments made in the first quarter of 2026, as well as owner association assessments, repairs and maintenance and marketing costs.
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization expense decreased $0.6 million during the three months ended June 30, 2026, as compared to the same period in 2025. Depreciation, depletion and amortization expense decreased $1.3 million during the six months ended June 30, 2026, as compared to the same period in 2025. The decrease in both periods was primarily due to assets sold since the prior period, partially offset by new hospitality and commercial assets placed in service. Depreciation is a non-cash, GAAP expense, which is amortized over an asset’s useful life, while maintenance and repair expenses are period costs and expensed as incurred.
Investment income, net primarily includes (i) interest, dividends and accretion income accrued or received on our cash, cash equivalents and other investments, (ii) interest income earned on the time deposit held by SPE and (iii) interest earned on our unimproved land contribution to the unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community and other receivables as detailed in the table below:
Interest income from investments in special purpose entities
4.0
Investment income, net during the three and six months ended June 30, 2026 and 2025, were comparable.
Interest expense primarily includes interest incurred on project financing, the Senior Notes issued by Northwest Florida Timber Finance, LLC, CDD debt and finance leases, as well as amortization of debt discount and premium and debt issuance costs as detailed in the table below:
9.5
11.1
Interest expense and amortization of discount and issuance costs for Senior Notes issued by special purpose entity
2.2
6.9
7.8
14.0
15.5
Interest expense decreased $0.9 million, or 11.5%, to $6.9 million during the three months ended June 30, 2026, as compared to $7.8 million in the same period in 2025. Interest expense decreased $1.5 million, or 9.7%, to $14.0 million during the six months ended June 30, 2026, as compared to $15.5 million in the same period in 2025. The decrease in interest expense is due to repayment of project financing and a decrease in interest rates from the prior period. See Note 8. Debt, Net and Note 15. Other Income (Expense), Net for additional information regarding project financing.
Equity in income (loss) from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method as detailed in the table below. See Note 4. Joint Ventures for additional information.
8.4
10.0
21.1
(0.9)
(1.8)
(2.0)
(1.3)
60
Other expense, net primarily includes other income and expense items as detailed in the table below:
Miscellaneous expense, net during the three and six months ended June 30, 2026, primarily includes expense of $0.5 million related to design costs for certain commercial assets that we are no longer pursuing, as well as loss on early extinguishment of debt and fees related to loans. Miscellaneous expense, net during the three and six months ended June 30, 2025, primarily includes loss on early extinguishment of debt and fees related to loans.
Income Tax Expense
Income tax expense was $14.1 million during the three months ended June 30, 2026, as compared to $9.9 million during the same period in 2025. Our effective tax rate was 25.6% for the three months ended June 30, 2026, as compared to 25.0% during the same period in 2025.
Income tax expense was $18.6 million during the six months ended June 30, 2026, as compared to $15.8 million during the same period in 2025. Our effective tax rate was 25.6% for the six months ended June 30, 2026, as compared to 25.3% during the same period in 2025.
Our effective rate for the three and six months ended June 30, 2026 and 2025, differed from the federal statutory rate of 21.0% primarily due to state income taxes, nontaxable or nondeductible and other differences. See Note 11. Income Taxes for additional information.
Segment Results
The table below sets forth the consolidated results of operations of our residential segment:
35.8
75.8
66.2
5.4
4.8
Total real estate revenue
71.1
Cost of real estate and other revenue (a)
27.5
43.2
39.1
Other operating expenses (a)
1.5
1.2
2.8
29.0
22.4
46.1
41.6
15.7
35.1
Total other income, net
8.8
10.6
22.0
29.1
24.5
51.5
Three months ended June 30, 2026 compared to the three months ended June 30, 2025
The following table sets forth our consolidated residential real estate revenue and cost of revenue activity:
Unit
Cost of
Gross
Sold
Profit
Margin
Homesites
224
38.9
20.5
18.4
47.3
30.3
16.4
13.9
45.9
Homes
8.2
2.9
35.4
5.5
3.5
36.4
Land sale
Total consolidated
239
26.3
23.3
47.0
19.9
15.9
44.4
Unconsolidated
Homes (a)
Total consolidated and unconsolidated
325
372
The following discussion sets forth details of the consolidated results of operations of our residential segment.
Homesites. Revenue from homesite sales increased $8.6 million, or 28.4%, during the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to the mix and number of homesites sold per community and the timing of homebuilder contractual closing obligations in our residential communities. During the three months ended June 30, 2026 and 2025, the average base revenue, excluding homesite residuals, per homesite sold was approximately $121,000 and $122,000, respectively. Revenue includes estimated homesite residuals of $10.8 million and $1.2 million during the three months ended June 30, 2026 and 2025, respectively. The increase in estimated homesite residuals was due to the mix and number of homesites sold in specific communities during the current period. Gross margin was 47.3% during the three months ended June 30, 2026, compared to 45.9% in the same period in 2025. Gross margin may vary each period depending on the location of homesite sales.
Homes. During the three months ended June 30, 2026, we sold fifteen completed townhomes within our Watersound Villas on the Fairway community for a total of $8.2 million, resulting in a gross margin of 35.4%. During the three months ended June 30, 2025, we sold ten completed townhomes within our Watersound Villas on the Fairway community for a total of $5.5 million, resulting in a gross margin of 36.4%.
Land sales. During the three months ended June 30, 2026, we had an unimproved land sale within our SummerCamp Beach community for $2.5 million, resulting in a gross margin of 80.0%. During the three months ended June 30, 2025, we did not have any unimproved land sales.
Other revenue includes tap and impact fee credits sold, marketing fees and other fees. Other revenue includes estimated fees related to homebuilder homesite sales of $1.5 million and $0.5 million, during the three months ended June 30, 2026 and 2025, respectively.
Other operating expenses include salaries and benefits, property taxes, marketing, professional fees, project administration, owner association and CDD assessments and other administrative expenses.
Investment income, net primarily consists of interest earned on the unimproved land contribution to our unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community. See Note 4. Joint Ventures for additional information. Interest expense primarily consists of interest incurred on our portion of the total outstanding CDD debt. See Note 8. Debt, Net for additional information.
Equity in income from unconsolidated joint ventures includes our proportionate share of earnings or losses of an unconsolidated JV accounted for using the equity method. Equity in income from unconsolidated joint ventures decreased $3.4 million during the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily due to the decreased volume of home sale transactions and a lower average sales price, partially offset by higher average margin per home sold during the current period related to our unconsolidated Latitude Margaritaville Watersound JV. The Latitude Margaritaville Watersound JV completed 86 home sale transactions during
the three months ended June 30, 2026, compared to 137 home sale transactions during the same period in 2025. See Note 4. Joint Ventures for additional information.
Six months ended June 30, 2026 compared to the six months ended June 30, 2025
392
62.0
32.9
46.9
60.7
33.0
27.7
45.6
7.3
Land sales
40.7
46.3
484
36.5
329
582
Homesites. Revenue from homesite sales increased $1.3 million, or 2.1%, during the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to the mix and number of homesites sold per community and the timing of homebuilder contractual closing obligations in our residential communities. During the six months ended June 30, 2026 and 2025, the average base revenue, excluding homesite residuals, per homesite sold was approximately $121,000 and $118,000, respectively. Revenue includes estimated homesite residuals of $12.5 million and $2.4 million during the six months ended June 30, 2026 and 2025, respectively. The increase in estimated homesite residuals was due to the mix and number of homesites sold in specific communities during the current period. Gross margin was 46.9% during the six months ended June 30, 2026, compared to 45.6% in the same period in 2025. Gross margin may vary each period depending on the location of homesite sales.
Homes. During the six months ended June 30, 2026, we sold twenty-one completed townhomes within our Watersound Villas on the Fairway community for a total of $11.3 million, resulting in a gross margin of 35.4%. During the six months ended June 30, 2025, we sold ten completed townhomes within our Watersound Villas on the Fairway community for a total of $5.5 million, resulting in a gross margin of 36.4%.
Land sales. During the six months ended June 30, 2026, we had an unimproved land sale within our SummerCamp Beach community for $2.5 million, resulting in a gross margin of 80.0%. During the six months ended June 30, 2025, we did not have any unimproved land sales.
Other revenue includes tap and impact fee credits sold, marketing fees and other fees. Other revenue includes estimated fees related to homebuilder homesite sales of $2.1 million and $1.0 million, during the six months ended June 30, 2026 and 2025, respectively.
Investment income, net primarily consists of interest earned on the unimproved land contribution to our unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community. Investment income, net decreased $0.4 million during the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to fewer home sales transacted in the community during the current period. See Note 4. Joint Ventures for additional information. Interest expense primarily consists of interest incurred on our portion of the total outstanding CDD debt. See Note 8. Debt, Net for additional information.
Equity in income from unconsolidated joint ventures includes our proportionate share of earnings or losses of an unconsolidated JV accounted for using the equity method. Equity in income from unconsolidated joint ventures decreased $11.1 million during the six months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily due to the decreased volume of home sale transactions and a lower average sales price, partially offset by higher average margin per home sold during the current period related to our unconsolidated Latitude Margaritaville Watersound JV. The Latitude Margaritaville Watersound JV completed 169 home sale transactions during the six months ended June 30, 2026, compared to 329 home sale transactions during the same period in 2025. See Note 4. Joint Ventures for additional information.
The table below sets forth the consolidated results of operations of our hospitality segment:
3.6
7.1
78.9
71.2
128.0
111.7
53.2
51.4
96.4
91.9
25.7
19.8
31.6
(2.2)
(2.7)
(4.4)
(5.3)
Total other expense, net
(2.1)
(4.3)
(5.4)
23.6
17.1
The following table sets forth details of our hospitality segment consolidated revenue and gross profit:
Clubs (a)
28.6
13.1
45.8
25.2
10.9
43.3
Hotels
40.5
16.1
39.8
14.6
37.5
25.5
21.3
Revenue from our clubs increased $3.4 million, or 13.5%, during the three months ended June 30, 2026, as compared to the same period in 2025. The increase in revenue was due to an increase in membership dues, membership ancillary spend and Camp Creek Inn lodging and ancillary spend. Our clubs gross margin was 45.8% during the three months ended June 30, 2026, compared to 43.3% during the same period in 2025. The increase in gross margin was primarily due to stabilization of the Camp Creek Inn and improvements in management of operating expenses.
Revenue from our hotel operations increased $1.6 million, or 4.1%, during the three months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily related to an increase in ADR, occupancy, as well as guest incidental spend. Our hotels gross margin was 39.8% for the three months ended June 30, 2026, compared to 37.5% during the same period in 2025. The increase in gross margin was primarily due to stabilization of the properties and improvements in management of operating expenses.
Revenue from other hospitality operations increased $0.4 million, or 8.5%, during the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to increased revenue from our marina and retail operations. Our other hospitality operations gross margin was 25.5% during the three months ended June 30, 2026, compared to 21.3% during the same period in 2025. The increase in gross margin was primarily due to improvements in management of operating expenses.
Leasing revenue includes marina boat slip and dry storage rentals, as well as leases of other hospitality assets.
Real estate revenue during the three months ended June 30, 2026, includes the sale of a vacation rental property for $3.6 million, resulting in a gross profit of $2.3 million (or gross margin of 63.9%). Real estate revenue during the three months ended June 30, 2025, includes the sale of a hospitality property for $1.4 million, resulting in a gross profit of $0.6 million (or gross margin of 42.9%).
Other operating expenses include salaries and benefits, professional fees, repairs and maintenance and other administrative expenses.
Interest expense primarily includes interest incurred from our hospitality project financing. The decrease of $0.5 million in interest expense during the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to repayment of project financing and a decrease in interest rates from the prior period. See Note 8. Debt, Net for additional information.
66
22.2
44.8
17.6
29.3
56.7
25.4
Revenue from our clubs increased $6.6 million, or 14.7%, during the six months ended June 30, 2026, as compared to the same period in 2025. The increase in revenue was due to an increase in membership dues, membership ancillary spend and Camp Creek Inn lodging and ancillary spend. As of June 30, 2026, Watersound Club had 3,723 members, compared with 3,551 members as of June 30, 2025, a net increase of 172 members. Our clubs gross margin was 43.2% during the six months ended June 30, 2026, compared to 41.1% during the same period in 2025. The increase in gross margin was primarily due to stabilization of the Camp Creek Inn and improvements in management of operating expenses.
Revenue from our hotel operations increased $3.3 million, or 5.8%, during the six months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily related to an increase in ADR, occupancy, as well as guest incidental spend. Our hotels gross margin was 29.3% for the six months ended June 30, 2026, compared to 25.4% during the same period in 2025. The increase in gross margin was primarily due to stabilization of the properties and improvements in management of operating expenses.
As of both June 30, 2026 and 2025, we had 1,053 operational hotel rooms (excluding 245 hotel rooms related to unconsolidated JVs).
Revenue from other hospitality operations increased $0.6 million, or 8.7%, during the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to increased revenue from our marina and retail operations. Our other hospitality operations gross margin was 20.0% during the six months ended June 30, 2026, compared to 13.0% during the same period in 2025. The increase in gross margin was primarily due to improvements in management of operating expenses.
Real estate revenue during the six months ended June 30, 2026, includes the sale of two vacation rental properties for $7.1 million, resulting in a gross profit of $4.5 million (or gross margin of 63.4%). Real estate revenue during the six months ended June 30, 2025, includes the sale of a hospitality property for $1.4 million, resulting in a gross profit of $0.6 million (or gross margin of 42.9%).
Interest expense primarily includes interest incurred from our hospitality project financing. The decrease of $0.9 million in interest expense during the six months ended June 30, 2026, as compared to the same period in 2025, was primarily due to repayment of project financing and a decrease in interest rates from the prior period. See Note 8. Debt, Net for additional information.
The table below sets forth the consolidated results of operations of our commercial segment:
Commercial leasing revenue
Multi-family leasing revenue
11.6
Senior living leasing revenue
4.2
30.4
Commercial and forestry real estate revenue
6.8
9.6
21.7
18.5
38.0
10.3
13.5
4.6
8.5
12.9
26.6
4.9
Other expense:
(2.4)
(2.8)
(4.9)
(5.6)
Equity in loss from unconsolidated joint ventures
(3.4)
(0.8)
(3.7)
(3.9)
(9.4)
The following table sets forth details of our commercial segment consolidated revenue and gross profit:
Leasing
Commercial leasing
5.7
71.3
67.1
Multi-family leasing
48.3
Senior living leasing
Total leasing
62.3
55.6
Real estate
Commercial and forestry real estate
69.1
52.6
Total real estate
70.9
65.6
14.2
65.4
57.3
The following discussion sets forth details of the consolidated results of operations of our commercial segment.
Total leasing revenue decreased $1.5 million, or 9.8%, during the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily due to the sale of Watercrest JV’s senior living community property in September 2025, which ceased operating activities, and the sale of townhomes in the Watersound Villas on the Fairway community since the end of the prior period, partially offset by additional commercial property leases. Total leasing gross margin during the three months ended June 30, 2026 was 62.3%, as compared to 55.6% during the same period in 2025. The increase in leasing gross margin was primarily due to additional leases in the current period and the sale of the Watercrest JV’s senior living community property, which operated with lower margins.
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. During the three months ended June 30, 2026, we had five commercial and forestry real estate sales of approximately 24 acres for $6.8 million, resulting in a gross margin of approximately 69.1%. During the three months ended June 30, 2025, we had four commercial and forestry real estate sales of approximately 11 acres for $1.9 million, resulting in a gross margin of approximately 52.6%.
Timber revenue decreased $0.2 million, or 15.4%, to $1.1 million during the three months ended June 30, 2026, as compared to $1.3 million during the same period in 2025. There were 70,000 tons of wood products sold at an average price per ton of $15.30 during the three months ended June 30, 2026, as compared to 62,000 tons of wood products sold at an average price per ton of $19.64, during the same period in 2025. Timber gross margin was 81.8% during the three months ended June 30, 2026, as compared to 84.6% during the same period in 2025. The decrease in revenue and gross margin was primarily due to product mix sold in the current period.
Other operating expenses include salaries and benefits, property taxes, CDD assessments, professional fees, marketing, project administration and other administrative expenses.
The decrease of $0.4 million in depreciation, depletion and amortization expense during the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to assets sold since the prior period, partially offset by new assets placed in service in the current period.
Interest expense primarily includes interest incurred from our commercial project financing and CDD debt. The decrease of $0.4 million in interest expense during the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to repayment of project financing. See Note 8. Debt, Net for additional information.
Equity in loss from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method. Equity in loss from unconsolidated joint ventures during each of the three months ended June 30, 2026 and 2025 includes $0.9 million for the Watersound Fountains Independent Living JV. The community is under lease-up. See Note 4. Joint Ventures for additional information.
Other expense, net primarily includes loss on early extinguishment of debt, fees related to loans, as well as other income and expense items. The three months ended June 30, 2026, include expense of $0.5 million related to design costs for certain commercial assets that we are no longer pursuing. See Note 8. Debt, Net for additional information.
72.0
9.7
66.4
49.1
17.2
62.5
16.9
70.8
4.1
80.4
72.4
6.2
81.6
65.5
23.1
60.8
Total leasing revenue decreased $2.9 million, or 9.5%, during the six months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily due to the sale of Watercrest JV’s senior living community property in September 2025, which ceased operating activities, and the sale of townhomes in the Watersound Villas on the Fairway community since the end of the prior period, partially offset by additional commercial property leases. Total leasing gross margin during the six months ended June 30, 2026 was 62.5%, as compared to 55.6% during the same period in 2025. The increase in leasing gross margin was primarily due to additional leases in the current period and the sale of the Watercrest JV’s senior living community property, which operated with lower margins. As of June 30, 2026, we had net leasable square feet of approximately 1,196,000, of which approximately 1,139,000 square feet were under lease. As of June 30, 2025, we had net leasable square feet of approximately 1,177,000, of which approximately 1,122,000 square feet were under lease. As of June 30, 2026 and 2025, our consolidated entities had 1,064 and 1,225 multi-family and senior living units, respectively, of which 1,024 were leased as of June 30, 2026, compared to 1,114 leased as of June 30, 2025 (excludes 148 senior living units for the unconsolidated Watersound Fountains Independent Living JV). The number of multi-family and senior living units decreased during the six months ended June 30, 2026, due to assets sold since the end of the prior period. See Note 4. Joint Ventures for additional information.
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. During the six months ended June 30, 2026, we had eight commercial and forestry real estate sales of approximately 138 acres for $9.6 million, resulting in a gross margin of approximately 70.8%. During the six months ended June 30, 2025, we had six commercial and forestry real estate sales of approximately 144 acres for $5.1 million, resulting in a gross margin of approximately 80.4%.
Timber revenue decreased $0.5 million, or 20.0%, to $2.0 million during the six months ended June 30, 2026, as compared to $2.5 million during the same period in 2025. There were 122,000 tons of wood products sold at an average price per ton of $15.58 during the six months ended June 30, 2026, as compared to 135,000 tons of wood products sold at an average price per ton of $16.90, during the same period in 2025. Timber gross margin was 80.0% during the six months ended June 30, 2026, as compared to 84.0% during the same period in 2025. The decrease in revenue and gross margin was primarily due to product mix and a decrease in tons of wood products sold in the current period.
The decrease of $0.9 million in depreciation, depletion and amortization expense during the six months ended June 30, 2026, as compared to the same period in 2025, was primarily due to assets sold since the prior period, partially offset by new assets placed in service in the current period.
Interest expense primarily includes interest incurred from our commercial project financing and CDD debt. The decrease of $0.7 million in interest expense during the six months ended June 30, 2026, as compared to the same period in 2025, was primarily due to repayment of project financing. See Note 8. Debt, Net for additional information.
Equity in loss from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method. Equity in loss from unconsolidated joint ventures during the six months ended June 30, 2026 includes $0.4 million for the Pier Park RI JV, as compared to $1.3 million for the same period in 2025. The six months ended June 30, 2025, included start-up, depreciation and interest expenses related to the Pier Park RI JV. Equity in loss from unconsolidated joint ventures during the six months ended June 30, 2026 includes $1.8 million for the Watersound Fountains Independent Living JV, as compared to $2.0 million for the same period in 2025. The community is under lease-up. See Note 4. Joint Ventures for additional information.
Other expense, net primarily includes loss on early extinguishment of debt, fees related to loans, as well as other income and expense items. The six months ended June 30, 2026, include expense of $0.5 million related to design costs for certain commercial assets that we are no longer pursuing. See Note 8. Debt, Net for additional information.
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents of $117.3 million, compared to $129.6 million as of December 31, 2025.
We believe that our current cash position, financing arrangements and cash generated from operations will provide us with sufficient liquidity to satisfy our anticipated working capital needs, expected capital expenditures, principal and interest payments on our long-term debt, authorized stock repurchases and authorized dividends for the next twelve months.
During the six months ended June 30, 2026, we invested a total of $44.7 million for capital expenditures, which includes $26.1 million for our residential segment, $3.7 million for our hospitality segment, $13.0 million for our commercial segment and $1.9 million for corporate and other expenditures. We anticipate that future capital commitments will be funded through cash generated from operations, cash and cash equivalents on hand and new financing arrangements. As of June 30, 2026, we had a total of $40.0 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 for additional information.
As of June 30, 2026 and December 31, 2025, we had various loans outstanding totaling $374.8 million and $396.0 million, respectively, with maturities from April 2027 through March 2064. As of June 30, 2026, the weighted average effective interest rate of total outstanding debt was 4.7%, of which 84.1% includes fixed or swapped interest rates, and the average remaining life was 19.8 years. As of June 30, 2026, the weighted average rate on our variable rate loans, excluding the swapped portion, was 5.9%. See Note 8. Debt, Net for additional information.
In 2018, the Pier Park Crossings JV entered into a $36.6 million loan, insured by HUD, as amended. As of June 30, 2026 and December 31, 2025, $33.3 million and $33.6 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% - 7% for any additional principal that is prepaid through August 2031. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In 2020, the Pier Park Resort Hotel JV entered into a loan with an initial amount of $52.5 million up to a maximum of $60.0 million through additional earn-out requests. As of June 30, 2026 and December 31, 2025, $49.3 million and $49.8 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.
In connection with the loan, as guarantors, we and our JV partner entered into a guarantee based on each partner’s ownership interest in favor of the lender, to guarantee the payment and performance of the borrower. As guarantor, our liability under the loan can be released upon reaching and maintaining certain debt service coverage. In addition, the guarantee can become full recourse in the case of the failure of the guarantor to abide by or perform any of the covenants or warranties to be performed on the part of such guarantor. The Pier Park Resort Hotel JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR. The interest rate swap matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 5. Financial Instruments and Fair Value Measurements and Note 8. Debt, Net for additional information.
In 2020, a wholly-owned subsidiary of ours entered into a $16.8 million loan, which is guaranteed by us. As of June 30, 2026 and December 31, 2025, $13.7 million and $15.0 million, respectively, was outstanding on the Breakfast Point Hotel Loan. The loan matures in November 2042 and bears interest at a rate of 6.0% through November 2027 and the 1-year constant maturity Treasury rate plus 3.3% from December 2027 through November 2042, with a minimum rate of 6.0% throughout the term of the loan. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In 2021, The Lodge 30A JV entered into a $15.0 million loan. As of June 30, 2026 and December 31, 2025, $13.3 million and $13.6 million, respectively, was outstanding on the Lodge 30A JV Loan. The loan bears interest at a rate of 3.8% and matures in January 2028. The loan is secured by the real property and certain other Security Interests. In connection with the loan, we, wholly-owned subsidiaries of ours and our JV partner entered into a joint and several payment and performance guarantee in favor of the lender. As guarantor, our liability under the loan has been reduced to 25% of the outstanding principal balance upon the project reaching and maintaining a certain debt service coverage ratio over a prescribed period, which will be reassessed based on future performance. We receive a monthly fee related to the guarantee from our JV partner based on the JV partner’s ownership percentage. See Note 8. Debt, Net for additional information.
In 2021, a wholly-owned subsidiary of ours entered into a $28.0 million loan, which is guaranteed by us. As of June 30, 2026 and December 31, 2025, $26.5 million and $26.8 million, respectively, was outstanding on the Watersound Camp Creek Loan. The loan matures in December 2047 and bears interest at a rate of SOFR plus 2.1%, with a floor of 2.6%. The loan is secured by the real property and certain other Security Interests. As guarantor, our liability under the loan has been reduced to 25% of the outstanding principal balance upon the project reaching and maintaining a certain debt service coverage ratio over a prescribed period, which will be reassessed based on future performance. In addition, the guarantee can become full recourse in the case of the failure of guarantor to abide by or perform any of the covenants, warranties or other certain obligations to be performed on the part of such guarantor. See Note 8. Debt, Net for additional information.
In 2021, a wholly-owned subsidiary of ours entered into a $21.2 million loan, which is guaranteed by us. As of June 30, 2026 and December 31, 2025, $18.6 million and $19.0 million, respectively, was outstanding on the Hotel Indigo Loan. The loan bears interest at a rate of SOFR plus 2.5%, with a floor of 2.5%. The loan matures in October 2028 and includes an option for an extension of the maturity date by sixty months, subject to certain conditions. The loan is secured by the leasehold property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In 2022, the Mexico Beach Crossings JV entered into a $43.5 million loan, insured by HUD. As of June 30, 2026 and December 31, 2025, $42.2 million and $42.5 million, respectively, was outstanding on the Mexico Beach Crossings JV Loan. The loan bears interest at a rate of 3.0% and matures in March 2064. The loan includes a prepayment premium due to the lender of 1% - 8% for any principal that is prepaid through March 2034. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In 2022, the Pier Park Crossings Phase II JV refinanced into a $22.9 million loan, insured by HUD. As of June 30, 2026 and December 31, 2025, $21.1 million and $21.4 million, respectively, was outstanding on the PPC II JV Loan. The PPC II JV 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% - 6% for any principal that is prepaid through May 2032. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In 2022, a wholly-owned subsidiary of ours entered into a $13.7 million loan, which is guaranteed by us. As of June 30, 2026 and December 31, 2025, $4.5 million and $11.2 million, respectively, was outstanding on the Topsail Hotel Loan. The loan bears interest at a rate of SOFR plus 2.1%, with a floor of 3.0% and matures in July 2027. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In 2022, a wholly-owned subsidiary of ours entered into a $37.0 million loan, which is guaranteed by us. As of June 30, 2026 and December 31, 2025, $31.3 million and $32.6 million, respectively, was outstanding on The Pearl Hotel Loan. The loan bears interest at a rate of 6.3% and matures in December 2032. The loan includes a prepayment fee due to the lender of 1% - 2% of the outstanding principal balance if the loan is refinanced with another financial institution through December 2027. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In 2023, the Watersound Origins Crossings JV refinanced into a $52.9 million loan, insured by HUD. As of June 30, 2026 and December 31, 2025, $51.0 million and $51.3 million, respectively, was outstanding on the Watersound Origins Crossings JV Loan. The loan bears interest at a rate of 5.0% and matures in April 2058. The loan includes a prepayment premium due to the lender of 1% - 7% for any principal that is prepaid through April 2033. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In February 2025, a wholly-owned subsidiary of ours refinanced into a $27.8 million loan. As of June 30, 2026 and December 31, 2025, $27.5 million and $27.6 million, respectively, was outstanding on the North Bay Landing Loan. The loan bears interest at a rate of 5.9% and matures in March 2060. The loan includes a prepayment premium due to the lender of 1% - 9% for any principal that is prepaid through March 2035. The refinanced loan is insured by HUD and is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.
In September 2025, the Pier Park North JV refinanced into a $40.0 million loan. As of June 30, 2026 and December 31, 2025, $39.7 million and $39.9 million, respectively, was outstanding on the PPN JV Loan. The loan bears interest at a rate of 6.1% and matures in October 2035. The loan may not be prepaid prior to October 2029. Commencing in October 2029 through May 2035, any principal prepaid is subject to a prepayment fee equal to the greater of (i) a prepayment ratio, as outlined in the loan agreement, or (ii) 1% of the amount prepaid. From June 2035 through maturity, the loan may be prepaid without a prepayment fee upon prior written notice. In connection with the loan, we entered into a limited guarantee in favor of the lender with respect to environmental indemnity matters and specified non-recourse carveouts outlined in the loan agreement. The loan is secured by a first lien on, and Security Interest in, a majority of the Pier Park North JV’s property. See Note 8. Debt, Net for additional information.
CDD bonds financed the construction of infrastructure improvements in some of our communities. The principal and interest payments on the bonds are paid by assessments on the properties benefited by the improvements financed by the bonds. We have recorded a liability for CDD debt that is associated with platted property, which is the point at which it becomes fixed and determinable. Additionally, we have recorded a liability for the balance of the CDD debt that is associated with unplatted property if it is probable and reasonably estimable that we will ultimately be responsible for repayment. We have recorded CDD related debt of $2.8 million and $2.6 million as of June 30, 2026 and December 31, 2025, respectively. Total outstanding CDD debt related to our land holdings was $8.5 million as of June 30, 2026, which is comprised of $7.0 million at the SouthWood community, $1.4 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.
As of June 30, 2026, our unconsolidated Latitude Margaritaville Watersound JV, Watersound Fountains Independent Living JV, Pier Park TPS JV, Pier Park RI JV, Busy Bee JV and Electric Cart Watersound JV had various loans outstanding, some of which we have entered into guarantees. See Note 4. Joint Ventures and Note 17. Commitments and Contingencies for additional information.
During the three months ended June 30, 2026 and 2025, we paid dividends of $0.16 and $0.14, respectively, per share on our common stock for a total of $9.1 million and $8.1 million, respectively. During the six months ended June 30, 2026 and 2025, we paid dividends of $0.32 and $0.28, respectively, per share on our common stock for a total of $18.3 million and $16.3 million, respectively.
73
During the three months ended June 30, 2026, we repurchased 499,700 shares of our common stock outstanding at an average repurchase price of $65.42, per share, related to the Stock Repurchase Program, for an aggregate purchase price of $32.7 million, excluding the excise tax on stock repurchases in excess of issuances. During the three months ended June 30, 2025, we repurchased 235,400 shares of our common stock outstanding at an average repurchase price of $44.66, per share, related to the Stock Repurchase Program, for an aggregate purchase price of $10.5 million, excluding the excise tax on stock repurchases in excess of issuances. During the six months ended June 30, 2026, we repurchased 575,837 shares of our common stock outstanding at an average repurchase price of $65.54, per share, related to the Stock Repurchase Program, for an aggregate purchase price of $37.7 million, excluding the excise tax on stock repurchases in excess of issuances. During the six months ended June 30, 2026, we also repurchased 4,835 shares of our common stock outstanding at an average repurchase price of $68.85, per share, for an aggregate purchase price of $0.3 million, excluding the excise tax on stock repurchases in excess of issuances, related to shares withheld from vested restricted stock awards to satisfy employees’ minimum statutory tax withholding requirements. During the six months ended June 30, 2025, we repurchased 359,014 shares of our common stock outstanding at an average repurchase price of $45.13, per share, related to the Stock Repurchase Program, for an aggregate purchase price of $16.2 million, excluding the excise tax on stock repurchases in excess of issuances. See Note 13. Stockholders’ Equity for additional information regarding the Stock Repurchase Program and issuance of common stock for employee compensation.
As part of a certain sale of forestry land in 2014, we generated significant tax gains. The installment note’s structure allowed us to defer the resulting federal and state tax liability of $45.6 million until 2029, the maturity date for the installment note. We have a deferred tax liability related to the gain in connection with the sale. At the maturity date of the installment note in 2029, the $200.0 million time deposit included in investments held by special purpose entities will be used to pay the $180.0 million of principal for the Senior Notes held by special purpose entity and the remaining $20.0 million will become available to us, which can be used to pay a portion of the tax liability. See Note 5. Financial Instruments and Fair Value Measurements for additional information.
As of June 30, 2026 and December 31, 2025, 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 $29.3 million and $14.7 million, respectively, as well as standby letters of credit in the amount of $0.4 million as of both periods, which may potentially result in a liability to us if certain obligations are not met.
As of June 30, 2026, we had a $0.5 million revolving line of credit for credit card usage, maturing in December 2049. As of June 30, 2026, the outstanding principal balance was less than $0.1 million on the line of credit.
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 condensed consolidated balance sheets, consistent with GAAP and industry practice. The cash deposit accounts and offsetting liability balances for escrow deposits in connection with our title insurance agencies for real estate transactions were $18.1 million and $8.0 million as of June 30, 2026 and December 31, 2025, respectively. These escrow funds are not available for regular operations.
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Summary of Cash Flows
A summary of our cash flows from operating, investing and financing activities are as follows:
86.2
60.1
(18.9)
(15.9)
(79.2)
(43.7)
(11.9)
136.5
96.3
124.6
96.8
Cash Flows from Operating Activities
Net cash 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 planned to be sold. Adjustments for non-cash items primarily include depreciation, depletion and amortization, equity in income from unconsolidated joint ventures, deferred income tax and cost of real estate sold. Net cash provided by operations was $86.2 million during the six months ended June 30, 2026, as compared to $60.1 million during the same period in 2025. Net income was $54.3 million during the six months ended June 30, 2026, as compared to $46.4 million during the same period in 2025. The increase in net cash provided by operating activities was primarily due to the changes in net income, expenditures for and acquisition of real estate to be sold, equity in income from unconsolidated joint ventures, cost of real estate sold, deferred revenue and accounts payable and other liabilities, partially offset by the changes in other assets, distribution of earnings from unconsolidated joint ventures and deferred income tax during the period.
Cash Flows from Investing Activities
Net cash used in investing activities primarily includes capital expenditures for operating property and property and equipment used in our operations and capital contributions to unconsolidated joint ventures, partially offset by maturities of assets held by SPEs and proceeds from the disposition of assets. During the six months ended June 30, 2026, net cash used in investing activities was $18.9 million, which included capital expenditures for operating property and property and equipment of $16.0 million, primarily for our commercial and hospitality segments, and capital contributions to unconsolidated joint ventures of $3.3 million, partially offset by maturities of assets held by SPEs of $0.4 million. During the six months ended June 30, 2025, net cash used in investing activities was $15.9 million, which included capital expenditures for operating property and property and equipment of $14.3 million, primarily for our commercial and hospitality segments and capital contributions to unconsolidated joint ventures of $2.1 million, partially offset by maturities of assets held by SPEs of $0.4 million and proceeds from the disposition of assets of $0.1 million.
Cash Flows from Financing Activities
Net cash used in financing activities during the six months ended June 30, 2026 was $79.2 million, compared to $43.7 million during the same period in 2025. Net cash used in financing activities during the six months ended June 30, 2026, included the repurchase of 575,837 shares of our common stock outstanding of $37.9 million, including excise tax, principal payments for debt of $21.8 million, dividends paid of $0.32 per share on our common stock of $18.3 million, capital distributions to non-controlling interest of $0.7 million, payments for taxes withheld on vested restricted stock awards of $0.3 million and principal payments for finance leases of $0.2 million. Net cash used in financing activities during the six months ended June 30, 2025, included principal payments for debt of $38.0 million primarily related to the refinance of the North Bay Landing Loan, dividends paid of $0.28 per share on our common stock of $16.3 million, repurchase of 359,014 shares of our common stock outstanding of $16.3 million, including excise tax, capital distributions to non-controlling interest of $0.5 million and debt issuance costs of $0.4 million. Net cash used
in financing activities during the six months ended June 30, 2025, was partially offset by borrowings on debt of $27.8 million related to the refinance of the North Bay Landing Loan.
Contractual Obligations
There were no material changes outside the ordinary course of our business in our contractual obligations during the second quarter of 2026.
Forward-Looking Statements
This quarterly 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. 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.
We caution you that all forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors, including: our ability to successfully implement our strategic objectives; new or increased competition across our business units; any decline in general economic conditions, particularly in our primary markets; interest rate fluctuations; persistent inflation; higher insurance costs and our ability to obtain adequate insurance coverage for our properties; financial institution disruptions; supply chain disruptions, including as a result of conflicts; geopolitical conflicts and political uncertainty and the corresponding impact on the global economy; the imposition of tariffs and uncertainty regarding trade policies; changes in consumer sentiment and confidence that may impact demand across our segments; our ability to successfully execute or integrate new business endeavors and acquisitions; our ability to yield anticipated returns from our developments and projects; our ability to cooperate effectively with new builder partners; our ability to effectively manage our real estate assets, as well as the ability for us or our JV partners to effectively manage the day-to-day activities of our JV projects; our ability to complete construction and development projects within expected timeframes; the interest of prospective guests in our hotels; reductions in travel and other risks inherent to the hospitality industry; the illiquidity of all real estate assets; financial risks, including risks relating to currency fluctuations, credit risks, and fluctuations in the market value of our investment portfolio; any potential negative impact of our longer-term property development strategy, including losses and negative cash flows for an extended period of time if we continue with the self-development of granted entitlements; our dependence on homebuilders; mix of sales from different communities and the corresponding impact on sales period over period; the financial condition of our commercial tenants; regulatory and insurance risks associated with a senior living facility; any reduction in the supply of mortgage loans or tightening of credit markets; our dependence on strong migration and population expansion in our regions of development, particularly Northwest Florida; our ability to fully recover from natural disasters and severe weather conditions; the actual or perceived threat of climate change; the seasonality of our business; our dependence on certain third party providers; the decreased ability of minority shareholders to influence corporate matters, due to concentrated ownership of largest shareholder; the impact of unfavorable legal proceedings or government investigations; the impact of complex and changing laws and regulations in the areas where we operate; changes in tax rates, the adoption of new U.S. tax legislation, and exposure to additional tax liabilities; new litigation; our ability to attract and retain qualified employees, particularly in our hospitality business; our ability to protect our information technology infrastructure and defend against cyber-attacks; increased media, political, and regulatory scrutiny negatively impacting our reputation; our ability to maintain adequate internal controls; risks associated with our financing arrangements, including our compliance with certain restrictions and limitations; our ability to pay our quarterly dividend and our ability to repurchase stock under our stock repurchase program; and the other risks and uncertainties discussed in “Risk Factors” beginning on page 7 of our most recent Annual Report on Form 10-K and from time to time in our subsequent filings with the SEC. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report on Form 10-Q unless required by law.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks primarily from interest rate risk 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. 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 June 30, 2026. Any realized gain or loss resulting from such interest rate changes would only occur if we sold the investments prior to maturity or if a decline in their value is determined to be related to credit loss.
We have historically been exposed, and in the future may again be exposed, to credit risk associated with investments classified as available-for-sale securities (“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. A downgrade of the U.S. government’s credit rating may also decrease the value of Securities.
Some of our cash and cash equivalents are invested in money market instruments. Changes in interest rates related to these investments would not significantly impact our results of operations.
We are subject to interest rate risk on our variable-rate debt and utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on certain loans. We have entered into interest rate swap agreements designated as cash flow hedges to manage the interest rate risk associated with some of our variable rate debt, with changes in the fair value recorded to accumulated other comprehensive income. As of June 30, 2026, we had variable-rate debt outstanding totaling $98.9 million, of which $39.4 million was swapped to a fixed interest rate. As of June 30, 2026, the weighted average interest rate on our variable rate loans, excluding the swapped portion, based on SOFR was 5.9%. Based on the outstanding balance of these loans as of June 30, 2026, a hypothetical 100 basis point increase in the applicable rate would result in an increase to our annual interest expense of $0.6 million. See Note 5. Financial Instruments and Fair Value Measurements and Note 8. Debt, Net for additional information.
Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting. During the quarter ended June 30, 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are subject to a variety of litigation, claims, other disputes and governmental proceedings that arise from time to time in the ordinary course of our business, none of which we believe will have a material adverse effect on our consolidated financial position, results of operations or liquidity. In addition, we are subject to environmental laws and regulations, which include obligations to remove or limit the effects on the environment of the disposal or release of certain wastes or substances at various sites, including sites which have been previously sold. See Note 17. Commitments and Contingencies, for additional information.
A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to our Risk Factors as previously reported.
Our Board has approved the Stock Repurchase Program pursuant to which we are authorized to repurchase shares of our common stock. The program has no expiration date. In May 2026, the Board increased the total authorization under the Stock Repurchase Program to $200.0 million. As of June 30, 2026, we had a total authority of $173.0 million available for repurchase 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 timing and amount of any additional stock 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.
The following table provides information on our repurchase of common stock during the three months ended June 30, 2026:
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 (b)
April 1-30, 2026
85,000
67.04
49.2
May 1-31, 2026
328,900
65.13
178.6
June 1-30, 2026
85,800
64.90
173.0
499,700
65.42
Item 3. Defaults upon Senior Securities
None.
Not applicable.
During the three months ended June 30, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
Index to Exhibits
Exhibit
Number
Restated and Amended Articles of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
Second Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on November 15, 2022).
*31.1
Certification of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2
Certification of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS
Inline XBRL Instance Document.
*101.SCH
Inline XBRL Taxonomy Extension Schema Document.
*101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Date:
July 29, 2026
/s/ Jorge L. Gonzalez
Jorge L. Gonzalez
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
/s/ Marek Bakun
Marek Bakun
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)